<СОГЛАШЕНИЕ МЕЖДУ РОССИЙСКОЙ ФЕДЕРАЦИЕЙ И МЕЖДУНАРОДНЫМ БАНКОМ РЕКОНСТРУКЦИИ И РАЗВИТИЯ (МБРР) О ЗАЙМЕ ДЛЯ ФИНАНСИРОВАНИЯ ПРОЕКТА СОДЕЙСТВИЯ РЕСТРУКТУРИРОВАНИЮ ПРЕДПРИЯТИЙ> (loan number 4184 ru) [англ.](Заключено в г. Вашингтоне 06.10.1997)
Loan number 4184 RU
LOAN AGREEMENT
(ENTERPRISE RESTRUCTURING
SERVICES PROJECT)
BETWEEN RUSSIAN FEDERATION AND INTERNATIONAL BANK
FOR RECONSTRUCTION AND DEVELOPMENT
(Washington, 6.X.1997)
Agreement,
dated October 6, 1997, between Russian Federation (the Borrower) and
International Bank for Reconstruction and Development (the Bank).
Whereas
(A) In order to encourage the economically efficient restructuring of privatized
enterprises on the territory of the Borrower, the Government of the Borrower has
adopted a program (the Enterprise Restructuring Program) designed to support the
restructuring of such enterprises through the carrying out, by specific
enterprises, of qualifying enterprise restructuring plans adopted by the
enterprises for purposes consistent with the objectives of such program, and
containing specific measures, including the measures described in Schedule 2 to
this Agreement, to facilitate such restructuring;
(B) the Borrower,
having satisfied itself as to the feasibility and priority of the Project
described in Schedule 2 to this Agreement, has requested the Bank to assist in
the financing of the Project;
(C) the Project will be carried out by the
Borrower with the assistance of the Privatization Center (as hereinafter
defined) in accordance with the provisions of the Implementation Agreement (as
hereinafter defined) to be entered into between the Borrower and the
Privatization Center, as provided in this Agreement; and
whereas the Bank
has agreed, on the basis, inter alia, of the foregoing, to extend the Loan to
the Borrower upon the terms and conditions set forth in this Agreement and in
the Project Agreement of even date herewith between the Bank and the
Privatization Center;
now therefore the parties hereto hereby agree as
follows:
Article I
General Conditions; Definitions
Section 1.01. The
"General Conditions Applicable to Loan and Guarantee Agreements for Single
Currency Loans" of the Bank, dated May 30, 1995 (the General Conditions) with
the modifications set forth in Schedule 4 to this Agreement constitute an
integral part of this Agreement.
Section 1.02. Unless the context
otherwise requires, the several terms defined in the General Conditions and in
the Preamble to this Agreement have the respective meanings therein set forth
and the following additional terms have the following meanings:
(a)
"Bank-Guarantor" means a commercial bank guaranteeing a Sub-loan pursuant to the
provisions of sub-paragraph 5 (c) of Part B of the Annex to Schedule 5 to this
Agreement;
(b) "Beneficiary Enterprise" means an enterprise, qualifying
under the appropriate guidelines established for such purposes, as referred to
in paragraph B.2 of Schedule 5 to this Agreement, to which the Borrower proposes
to make or has made a Sub-loan;
(c) "Enterprise Restructuring Services
Credit Facility" means the facility established pursuant to Part A of the
Project;
(d) "Evaluation Committee" means the committee referred to in
paragraph A.2 of Schedule 5 to this Agreement;
(e) "Free-limit Sub-loan"
means a Sub-loan (as so defined), which qualifies as a free-limit Sub-loan
pursuant to the provisions of paragraph 1 (b) of Part A of the Annex to Schedule
5 to this Agreement;
(f) "Implementation Agreement" means the agreement
governing the relationship between the Borrower and the Privatization Center, to
be entered into between the MOF and the MOE (both as hereinafter defined),
representing the Borrower, and the Privatization Center, which agreement shall
have been concluded pursuant to Paragraph B.4 of Schedule 5 this Agreement, and
such term shall include any amendments to such agreement as may be made from
time to time;
(g) "LERC" means the Leontief Economic Research Center, a
non-profit municipal organization organized and existing pursuant to Decision N.
30p of January 14, 1994, of the Property Committee of the Government of the City
of St. Petersburg and registered in the records of the City of St. Petersburg
under Registration N. 6424, dated February 17, 1994;
(h) "MOE" means the
Borrower"s Ministry of the Economy;
(i) "MOF" means the Borrower"s
Ministry of Finance;
(j) "Privatization Center" means the Russian
Privatization Center, a state social foundation established by the Borrower
pursuant to Decree No. 716 of the President of the Borrower of November 23, 1992
and the Founders" Agreement dated October 26, 1992;
(k) "Project
Agreement," means the agreement between the Bank and the Privatization Center of
even date herewith, as the same may be amended from time to time, and such term
includes all schedules and agreements supplemental to the Project
Agreement;
(l) "Qualifying Expenditures" means expenditures made or
incurred by a Beneficiary Enterprise in respect of consultants" services
rendered pursuant to a Restructuring Services Contract under a Sub-loan approved
in accordance with the criteria and procedures referred to in paragraph 2 of
Part A of the Annex to Schedule 5 to this Agreement, subject to the applicable
maximum amount of such expenditures which are eligible for financing in
accordance with the provisions of paragraph 2 of Part B of such Annex;
(m) "Restructuring Services Contract" means the contract or other arrangements
entered into between the Beneficiary Enterprise and any consultants providing
for the rendering of specific enterprise restructuring services by such
consultants in connection with a Sub-project;
(n) "Special Account" means
the account referred to in Section 2.02 (b) of his Agreement;
(o)
"Statutes" means the charter, statutes, articles of incorporation, founders"
agreement, license, regulations, or special laws or decrees relating to the
establishment, or governing the operations of LERC, or the Privatization Center,
as the case may be;
(p) "Sub-loan" means a loan, made or proposed to be
made by the Borrower, through the Privatization Center, out of the proceeds of
the Loan, to a Beneficiary Enterprise for purposes of financing all or a portion
of the costs required for the carrying out of a Sub-project;
(q)
"Sub-loan Agreement" means the agreement entered into between the Borrower,
through the Privatization Center, and a Beneficiary Enterprise, providing for a
Sub-loan, as referred to in paragraph (c) of Section 3.02 of this Agreement;
and
(r) "Sub-Project" means an enterprise restructuring project of a
specific Beneficiary Enterprise qualifying under the Enterprise Restructuring
Program and meeting the criteria applicable to the Project, which has been
selected by the Privatization Center pursuant to the provisions of the
Implementation Agreement and is proposed to be carried out by a Beneficiary
Enterprise in whole or in part through the utilization of the proceeds of a
Sub-loan.
Article II
The Loan
Section 2.01. The Bank agrees to lend
to the Borrower, on the terms and conditions set forth or referred to in the
Loan Agreement, an amount equal to eighty-five million dollars (85,000,000
USD).
Section 2.02. (a) The amount of the Loan may be withdrawn from the
Loan Account in accordance with the provisions of Schedule 1 to this Agreement
for:
(i) amounts paid (or, if the Bank shall so agree, to
be
paid) by the Borrower on account of a withdrawal made by
a
Beneficiary Enterprise under a Sub-loan under Part A of the
Project to meet the costs of Qualifying Expenditures
reasonably incurred under a Sub-Project; and
(ii) expenditures
made (or, if the Bank shall so agree,
to be made) in respect of
the reasonable cost of the services
required for Parts B, C and
D of the Project and to be
financed out of the proceeds of the
Loan.
(b) The Borrower may, for the purposes of the Project, open and
maintain in dollars a special deposit account in a commercial bank on terms and
conditions satisfactory to the Bank, including appropriate protection against
set-off, seizure or attachment. Deposits into, and payments out of, the Special
Account shall be made in accordance with the provisions of Schedule 7 to this
Agreement.
Section 2.03. The Closing Date shall be December 31, 2002, or
such later date as the Bank shall establish. The Bank shall promptly notify the
Borrower of such later date.
Section 2.04. The Borrower shall pay to the
Bank a commitment charge at the rate of three-fourths of one percent (3/4 of 1%)
per annum on the principal amount of the Loan not withdrawn from time to
time.
Section 2.05. (a) The Borrower shall pay interest on the principal
amount of the Loan withdrawn and outstanding from time to time, at a rate for
each Interest Period equal to LIBOR Base Rate plus LIBOR Total Spread.
(b) For the purposes of this Section:
(i) "Interest Period"
means the initial period from and
including the date of this
Agreement to, but excluding, the
first Interest Payment Date
occurring thereafter, and after
the initial period, each period
from and including an
Interest Payment Date to, but excluding
the next following
Interest Payment Date.
(ii)
"Interest Payment Date" means any date specified in
Section 2.06 of
this Agreement.
(iii) "LIBOR Base Rate" means, for each
Interest Period,
the London interbank offered rate for six-month
deposits in
dollars for value the first day of such Interest Period
(or,
in the case of the initial Interest Period, for value
the
Interest Payment Date occurring on or next preceding the
first
day of such Interest Period), as reasonably determined by
the
Bank and expressed as a percentage per annum.
(iv)
"LIBOR Total Spread" means, for each Interest Period:
(A)
one-half of one percent (1/2 of 1%);
(B) minus (or plus)
the weighted average margin, for
such Interest Period,
below (or above) the London
interbank offered rates, or
other reference rates, for
six-month deposits, in respect of the
Bank"s outstanding
borrowings or portions thereof allocated by
the Bank to
fund single currency loans or portions thereof
made by it
that include the Loan; as reasonably determined by
the
Bank and expressed as a percentage per annum.
(c) The
Bank shall notify the Borrower of LIBOR Base Rate and LIBOR Total Spread for
each Interest Period, promptly upon the determination thereof.
(d)
Whenever, in light of changes in market practice affecting the determination of
the interest rates referred to in this Section 2.05, the Bank determines that it
is in the interest of its borrowers as a whole and of the Bank to apply a basis
for determining the interest rates applicable to the Loan other than as provided
in said Section, the Bank may modify the basis for determining the interest
rates applicable to the Loan upon not less than six (6) months" notice to the
Borrower of the new basis. The basis shall become effective on the expiry of the
notice period unless the Borrower notifies the Bank during said period of its
objection thereto, in which case said modification shall not apply to the
Loan.
Section 2.06. Interest and other charges shall be payable March 5
and September 15 in each year.
Section 2.07. The Borrower shall repay the
principal amount of the Loan in accordance with the amortization schedule set
forth in Schedule 3 to this Agreement.
Article III
Execution of the
Project
Section 3.01. The Borrower declares its commitment to the objectives
of the Project as set forth in Schedule 2 to this Agreement, and, to this end,
shall carry out the Project through the Privatization Center as set forth in
Schedule 5 to this Agreement, all with due diligence and efficiency in
accordance with sound economic standards and in conformity with appropriate
administrative and financial practices, and shall provide, or cause to be
provided, promptly as needed, the funds, facilities, services and other
resources required for purposes of the Project.
Section 3.02. Without
limitation or restriction upon any of its other obligations under the Loan
Agreement, the Borrower shall, for purposes of Part A of the Project:
(a)
cause the Privatization Center to perform in accordance with the provisions of
this Agreement, the Project Agreement, the Implementation Agreement and its
Statutes, all the obligations and activities of the Privatization Center therein
set forth relating to the Project; and take or cause to be taken all action,
including the provision of funds, facilities, services and other resources,
necessary or appropriate to enable the Privatization Center to perform such
obligations; and not take or permit to be taken any action which would prevent
or interfere with such performance (provided, however, that if any provision of
the Implementation Agreement or the Statutes is inconsistent with a provision of
this Agreement or the Project Agreement, the provision of the Loan Agreement or
Project Agreement, as the case may be, shall govern);
(b) exercise its
rights under the Implementation Agreement in such a manner as to protect the
interests of the Borrower and the Bank, to comply with the provisions of this
Agreement, and to accomplish the purposes of the Loan, and, except as the Bank
shall otherwise agree, not assign, amend, abrogate or waive the Implementation
Agreement or any provision thereof;
(c) relend to the Beneficiary
Enterprises the equivalent of the proceeds of the Loan allocated from time to
time to Category 1 of the table set forth in paragraph 1 of Schedule 1 to this
Agreement, under agreements to be entered into between the Borrower (acting
through the Privatization Center in accordance with the provisions of the
Implementation Agreement) and each such Beneficiary Enterprise (the Sub-loan
Agreements), under terms and conditions which shall include, without limitation,
those set forth in the Annex to Schedule 5 of this Agreement;
(d)
exercise its rights under the Sub-loan Agreements in such manner as to protect
the interests of the Bank and the Borrower and to achieve the purposes of the
Project; and except as the Bank shall otherwise agree, not assign, amend,
abrogate or waive any Sub-loan Agreement or any provision thereof; and
(e) coordinate the overall execution of the Project and monitor the carrying out
by the Beneficiary Enterprises
