<СОГЛАШЕНИЕ МЕЖДУ РОССИЙСКОЙ ФЕДЕРАЦИЕЙ И МЕЖДУНАРОДНЫМ БАНКОМ РЕКОНСТРУКЦИИ И РАЗВИТИЯ О ЗАЙМЕ ДЛЯ ФИНАНСИРОВАНИЯ ПРОЕКТА ПОВЫШЕНИЯ ЭФФЕКТИВНОСТИ ИСПОЛЬЗОВАНИЯ ЭНЕРГИИ> (loan number 3876 ru) [англ.](Заключено в г. Вашингтоне 29.09.1996)


Loan Number 3876 RU
LOAN AGREEMENT
BETWEEN RUSSIAN FEDERATION AND INTERNATIONAL
BANK FOR RECONSTRUCTION AND DEVELOPMENT
(Washington, 29.IX.1996)
Agreement, dated September 29, 1996, between Russian Federation (the Borrower) and International Bank for Reconstruction and Development (the Bank).
Whereas 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; 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.
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, subparagraph (k) is relettered as subparagraph (l) and a new subparagraph (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 and in the Preamble to this Agreement have the respective meanings therein set forth and the following additional terms have the following meanings:
(a) "Energy Efficiency Sub-project" means a specific energy efficiency program of an Executing Agency intended to be carried out by such Executing Agency utilizing the proceeds of a Subsidiary Loan;
(b) "Executing Agency" means any system of district heating or combined heat and power plants or other enterprises as may be agreed with the Bank, in the territory of the Borrower in accordance with the criteria set forth in Schedule 6 to this Agreement, which shall have been accepted for participation in accordance with Section 3.02 of this Agreement;
(c) "MFE" means the Ministry of Fuel and Energy of the Borrower:
(d) "RESF" means the Russian Energy Saving Foundation;
(e) "Special Accounts" mean the accounts referred to in Section 2.02 (b) of this Agreement;
(f) "Subsidiary Loan" means any loan provided to an Executing Agency for Energy Efficiency Sub-project, pursuant to Section 3.02 of this Agreement; and
(g) "Subsidiary Loan Agreement" means any agreement which shall have been entered into by the Borrower, pursuant to Section 3.02 of this Agreement with an Executing Agency, in respect of an Energy Efficiency Sub-project involving such an Executing Agency, as the same agreement may be amended from time to time, and such term includes all schedules to Subsidiary Loan Agreement.
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 seventy million dollars (70,000.000 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 1 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 and in respect of interest and other charges on the Loan.
(b) The Borrower may, for the purposes of Parts A and B of the Project, respectively, open and maintain in dollars a special deposit account in a 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 respective Special Account shall be made in accordance with the provisions of Schedule 7 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 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 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 1, April 1, July 1 or October 1 in a calendar year."
Section 2.06. Interest and other charges shall be payable semiannually on March 15 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 Part A of the Project through MFE and Part B of the Project through RESF with due diligence and efficiency and in conformity with appropriate administrative and financial practices and shall provide, promptly as needed, the funds, facilities, services and other resources required for such Parts of the Project.
Section 3.02. Without limitation or restriction upon any of its other obligations under this Agreement, the Borrower shall, for the purposes of carrying out Part B of the Project, and unless the Bank shall otherwise agree:
(a) solicit and approve proposals from candidate agencies in accordance with the eligibility criteria and procedures for approval for Energy Efficiency Sub-projects set forth or referred to in Schedules 5 and 6 to this Agreement;
(b) cause the Executing Agencies to carry out their respective Energy Efficiency Sub-projects in accordance with the same eligibility criteria and the terms of respective Subsidiary Loan Agreements, and shall not take or permit to be taken any action which would prevent or interfere with the carrying out by such Executing Agencies of their respective activities under the Energy Efficiency Sub-projects;
(c) make available to each such Executing Agency the amount of financing required for such Energy Efficiency Sub-projects, under the Subsidiary Loan Agreement to be entered into between the Borrower and such Executing Agency, under terms and conditions which shall have been approved by the Bank, and which shall include, without limitation, those set forth in Schedule 5 to this Agreement; and
(d) exercise its rights under the Subsidiary Loan Agreements in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan, the Borrower shall not assign, amend, abrogate or waive any such Subsidiary Loan Agreement or any provision thereafter.
Section 3.03. For the purposes of the efficient carrying out of the Project and ensuring the effective supervision of the execution of the Energy Efficiency Sub-projects, and without limitation on the provisions of Sections 3.01 and 3.02 of this Agreement, the Borrower shall cause an agreement to be entered between MFE and RESF concerning the carrying out of their respective responsibilities connected with the carrying out of Part B of the Project.
Section 3.04. Without limitation upon the provisions of Article IX of the General Conditions, the Borrower shall:
(a) prepare 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, of such scope and in such detail as the Bank shall reasonably request, for the future operation of the Project;
(b) afford the Bank a reasonable opportunity to exchange views with the Borrower on said plan; and
(c) thereafter, carry out said plan with due diligence and efficiency and in accordance with appropriate practices, taking into account the Bank"s comments thereon.
Section 3.05. Except as the Bank shall otherwise agree, procurement of the goods and consultants" services required for Parts A and B of 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 3.06. The Borrower shall:
(a) by June 30, 1997, carry out a study of the appropriate legal and regulatory framework for the gas distribution sub-sector; and
(b) by December 31, 1997, prepare a satisfactory action plan, in consultation with the Bank, to improve the regulatory framework for the gas distribution sub-sector.
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 Parts A and B of 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 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 after the Bank has received the audit report for the fiscal year in which the last withdrawal from the Loan Account or payment out of the Special Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures;
(iii) enable the Bank"s representative to examine such records; and
(iv) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statement of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals.
Section 4.02. (a) The Borrower shall cause the Executing Agencies to maintain records and accounts adequate to reflect in accordance with sound accounting practices the operations and financial condition of the Executing Agencies.
(b) The Borrower shall cause Executing Agencies to:
(i) have their records, accounts and financial statements (balance sheets, statements of income and expenses and related statements) and the records and accounts for the Special Account for each fiscal year audited, in accordance

"СОГЛАШЕНИЕ МЕЖДУ ПРАВИТЕЛЬСТВОМ РОССИЙСКОЙ ФЕДЕРАЦИИ И МЕЖДУНАРОДНЫМ БАНКОМ РЕКОНСТРУКЦИИ И РАЗВИТИЯ О ПОСТОЯННОМ ПРЕДСТАВИТЕЛЬСТВЕ МЕЖДУНАРОДНОГО БАНКА РЕКОНСТРУКЦИИ И РАЗВИТИЯ В РОССИЙСКОЙ ФЕДЕРАЦИИ"(Заключено в г. Вашингтоне 29.09.1996)  »
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