<СОГЛАШЕНИЕ МЕЖДУ РОССИЙСКОЙ ФЕДЕРАЦИЕЙ И МЕЖДУНАРОДНЫМ БАНКОМ РЕКОНСТРУКЦИИ И РАЗВИТИЯ О ЗАЙМЕ ДЛЯ ФИНАНСИРОВАНИЯ ПРОЕКТА РАЗВИТИЯ РЫНКА КАПИТАЛА> (loan number 4029 ru) [англ.](Заключено в г. Вашингтоне 29.09.1996)
Loan Number 4029 RU
LOAN AGREEMENT
(CAPITAL MARKET DEVELOPMENT
PROJECT)
BETWEEN RUSSIAN FEDERATION AND INTERNATIONAL BANK
FOR
RECONSTRUCTION AND DEVELOPMENT
(Washington, 29.IX.1996)
Agreement, dated
September 29, 1996, between the Russian Federation (the Borrower) and the
International Bank for Reconstruction and Development (the Bank).
Whereas: (A) 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;
(B) The Bank has
received a letter, dated March 23, 1996, from the Borrower describing a program
of objectives and policies designed to develop its capital market and declaring
the Borrower"s commitment to the attainment and implementation " of the said
objectives and policies; and
Whereas the Bank has agreed, on the basis,
infer alia, of the foregoing, to extend the Loan to the Borrower upon the terms
and conditions set forth in this Agreement;
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" of the Bank, dated January 1, 1985, with the modifications
set forth below (the General Conditions) constitute an integral part of this
Agreement:
(a) The last sentence of Section 3.02 is deleted.
(b)
The second sentence of Section 5.01 is modified to read: "Except as the Bank and
the Borrower shall otherwise agree, no withdrawals shall be made:
(a) on
account of expenditures in the territories of any country which is not a member
of the Bank or for goods produced in, or services supplied from, such
territories; or
(b) for the purpose of any payment to persons or
entities, or for any import of goods, if such payment or import, to the
knowledge of the Bank, is prohibited by a decision of the United Nations
Security Council taken under Chapter VII of the Charter of the United
Nations."
(c) In Section 6.02, sub-paragraph (k) is re-lettered as
sub-paragraph (1) and a new sub-paragraph (k) is added to read:
"(k) An
extraordinary situation shall have arisen under which any further withdrawals
under the Loan would be inconsistent with the provisions of Article III, Section
3 of the Bank"s Articles of Agreement."
Section 1.02. Unless the context
otherwise requires, the several terms defined in the General Conditions have the
respective meanings therein set forth and the following additional terms have
the following meanings:
(a) "Commercial Organization" means a Russian
legal entity which operates for profit and which is capable of distributing
income to its members.
(b) "DSFM" means the Department of Securities and
Financial Markets within MOF.
(c) "Eligible Beneficiary" or "Eligible
Beneficiaries" means respectively the organization or organizations selected
from time to time for participation under Part B of the Project pursuant to
Section 3.07(a) of this Agreement.
(d) "MOF" means the Ministry of
Finance of the Borrower and includes any successor or successors thereto.
(e) "RFCSCM" means the Russian Federation Commission for Securities and the
Capital Market, a federal administrative agency of the Borrower, and includes
any successor or successors thereto acceptable to the Bank.
(f) "Special
Account" means the account referred to in Section 2.02(b) of this
Agreement.
(g) "Sub-loan/Supply and Credit Agreement(s)" means any
agreement(s) entered into between the Borrower and an Eligible Beneficiary or
Eligible Beneficiaries pursuant to Section 3.07(b) of this Agreement, as the
same may be amended from time to time, and such term includes all schedules
supplemental to the Sub-loan/Supply and Credit Agreement(s).
(h)
"Technical Services" means services relating to printing of handbooks and other
materials and the provision of media space and time.
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, various currencies
that shall have an aggregate value equivalent to the amount of eighty nine
million dollars (89,000,000 USD), being the sum of withdrawals of the proceeds
of the Loan, with each withdrawal valued by the Bank as of the date
of
such withdrawal.
Section 2.02. (a) The amount of the Loan may be
withdrawn from the Loan Account in accordance with the provisions of Schedule I
to this Agreement for expenditures made (or, if the Bank shall so agree, to be
made) in respect of the reasonable cost of goods and services required for the
Project described in Schedule 2 to this Agreement 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, acceptable to the 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 5 to this Agreement.
Section
2.03. The Closing Date shall be June 30, 2001 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 per cent (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 the Cost of Qualified Borrowings determined in respect of the preceding
Semester, plus one-half of one percent (1/2 of 1%). On each of the dates
specified in Section 2.06 of this Agreement, the Borrower shall pay interest
accrued on the principal amount outstanding during the preceding Interest
Period, calculated at the rate applicable during such Interest Period.
(b) As soon as practicable after the end of each Semester, the Bank shall notify
the Borrower of the Cost of Qualified Borrowings determined in respect of such
Semester.
(c) For the purposes of this Section:
(i) "Interest
Period" means a six-month period ending on the date immediately preceding each
date specified in Section 2.06 of this Agreement, beginning with the Interest
Period in which this Agreement is signed.
(ii) "Cost of Qualified
Borrowings" means the cost, as reasonably determined by the Bank and expressed
as a percentage per annum, of the outstanding borrowings of the Bank drawn down
after June 30, 1982, excluding such borrowings or portions thereof as the Bank
has allocated to fund:
(A) the Bank"s investments; and
(B) loans
which may be made by the Bank after July 1, 1989 bearing interest rates
determined otherwise than as provided in paragraph (a) of this Section.
(iii) "Semester" means the First six months or the second six months of a
calendar year.
(d) On such date as the Bank may specify by no less than
six months" notice to the Borrower, paragraphs (a), (b) and (c) (iii) of this
Section shall be amended to read as follows:
"(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 Quarter equal to the Cost of Qualified Borrowings
determined in respect of the preceding Quarter, plus one-half of one percent
(1/2 of 1%). On each of the dates specified in Section 2.06 of this Agreement,
the Borrower shall pay interest accrued on the principal amount outstanding
during the preceding Interest Period, calculated at the rates applicable during
such Interest Period."
"(b) As soon as practicable after the end of each
Quarter, the Bank shall notify the Borrower of the Cost of Qualified Borrowings
determined in respect of such Quarter."
"(c) (iii) "Quarter" means a
three-month period commencing on January I, April I, July I or October I in a
calendar year."
Section 2.06. Interest and other charges shall be payable
semiannually on June 1 and December 1 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.
Section
2.08. RFCSCM is designated as the representative of the Borrower for the
purposes of taking any action required or permitted to be taken under the
provisions of Section 2.02 of this Agreement and Article V of the General
Conditions.
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 Parts A,
B.l(b), B.2(b), C, and D of the Project through RFCSCM exclusively and Parts
B.l(a) and B.2(a) of the Project through MOF and RFCSCM jointly with due
diligence and efficiency and in conformity with appropriate administrative and
financial practices, and shall provide, promptly as needed, the funds (including
funds for the purpose of Financing the tax liabilities of RFCSCM under the
Project), facilities, services and other resources required for the
Project.
Section 3.02. Except as the Bank shall otherwise agree,
procurement of the goods and consultants" services (including Technical
Services) required for the Project and to be financed out of the proceeds of the
Loan shall be governed by the provisions of Schedule 4 to this Agreement.
Section 3.03. For the purposes of Section 9.08 of the General Conditions and
without limitation thereto, the Borrower shall:
(a) prepare, on the basis
of guidelines acceptable to the Bank, and furnish to the Bank not later than six
(6) months after the Closing Date or such later date as may be agreed for this
purpose between the Borrower and the Bank, a plan designed to ensure the
continued achievement of the Project"s objectives;
(b) afford the Bank a
reasonable opportunity to exchange views with the Borrower on said plan.
Section 3.04. The Borrower shall cause RFCSCM to provide such staff, funding,
facilities, and other resources required for the administration of the Project
and deemed satisfactory by the Bank.
Section 3.05. The Borrower shall
carry out Part A.I of the Project in accordance with an Institutional
Development Plan, agreed with the Bank, in a manner satisfactory to the
Bank.
Section 3.06. The Borrower shall:
(a) maintain or cause to
be maintained policies and procedures adequate to enable it to monitor and
evaluate on an ongoing basis, in accordance with indicators satisfactory to the
Bank, the carrying out of the Project and the achievement of the objectives
thereof;
(b) prepare or cause to be prepared, under terms of reference
satisfactory to the Bank, and furnish or cause to be furnished to the Bank, on
or about June 30, 1998 a report integrating the results of the monitoring and
evaluation activities performed pursuant to paragraph (a) of this Section, on
the progress achieved in the carrying out of the Project during the period
preceding the date of said report and setting out the measures recommended to
ensure the efficient carrying out of the Project and the achievement of the
objectives thereof during the period following such date; and
(c) review
with the Bank, by September 30, 1998, or such later date as the Bank shall
request, the report referred to in paragraph (b) of this Section, and,
thereafter, take all measures required to ensure the efficient completion of the
Project and the achievement of the objectives thereof, based on the conclusions
and recommendations of the said report and the Bank views on the matter.
Section 3.07. (a) The Borrower shall select organizations for participation
under Part B of the Project in consultation with the Bank.
(b) The
Borrower shall, with respect to Eligible Beneficiaries that are Commercial
Organizations, authorize MOF and RFCSCM to enter into a Subloan/Supply and
Credit Agreement, on its behalf, with each such Eligible BeneFiciary for
providing services and equipment to be procured with the proceeds of the Loan or
any part thereof under terms and conditions which shall have been approved by
the Bank, including the following:
(i) not less than 51% of the services
and equipment shall be provided on a cost recovery basis;
(ii) the credit
shall be provided for a term of up to 12 years, and a grace period of 3 - 5
years;
(iii) the credit shall be secured by a guarantee or other form of
security; and
(iv) the credit shall be extended at an interest rate up to
2% above the rate payable by the Borrower pursuant to Section 2.05 of this
Agreement.
(c) The Borrower shall exercise its rights under each of the
Sub-loan/Supply and Credit Agreement in such manner as to protect the interests
of the Borrower and the Bank and to accomplish the purposes of the Loan, and
except as the Bank shall otherwise agree, the Borrower shall not assign, amend,
abrogate or waive any Sub-loan/Supply and Credit Agreement or any provision
thereof.
Article IV
Financial Covenants
Section 4.01. (a) The
Borrower shall maintain or cause to be maintained records and accounts adequate
to reflect in accordance with sound accounting practices the operations,
resources and expenditures in respect of the Project of the departments or
agencies of the Borrower responsible for carrying out the Project or any part
thereof.
(b) The Borrower shall:
(i) have the records and accounts
referred to in paragraph (a) of this Section including those for the Special
Account for each Fiscal year audited, in accordance with appropriate auditing
principles consistently applied, by independent auditors acceptable to the
Bank;
(ii) furnish to the Bank as soon as available, but in any case not
later than six (6) months after the end of each such year, the report of such
audit by said auditors, of such scope and in such detail as the Bank shall have
reasonably requested; and
(iii) furnish to the Bank such other
information concerning said records and accounts and the audit thereof as the
Bank shall from time to time reasonably request.
(c) For all expenditures
with respect to which withdrawals from the Loan Account were made on the basis
of statements of expenditure, the Borrower shall:
(i) maintain or cause
to be maintained, in accordance with paragraph (a) of this Section, records and
accounts reflecting such expenditures;
(ii) retain, until at least one
year
