<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
