<СОГЛАШЕНИЕ МЕЖДУ РОССИЙСКОЙ ФЕДЕРАЦИЕЙ И МЕЖДУНАРОДНЫМ БАНКОМ РЕКОНСТРУКЦИИ И РАЗВИТИЯ О ЗАЙМЕ ДЛЯ ФИНАНСИРОВАНИЯ ПРОЕКТА РЕМОНТА АВТОДОРОЖНЫХ МОСТОВ> (loan number 3990 ru) [англ.](Заключено в г. Москве 22.05.1996)


Loan Number 3990 RU
LOAN AGREEMENT
BETWEEN RUSSIAN FEDERATION AND INTERNATIONAL
BANK FOR RECONSTRUCTION AND DEVELOPMENT
(Moscow, 22.V.1996)
Agreement, dated May 22, 1996, between Russian Federation (the Borrower) and 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) Parts B and D.2 of the Project will be carried out by the Participating Regions (as such term is defined hereinbelow) and Parts C and D.3 of the Project will be carried out by Moscow City (Moscow City), all with the Borrower"s assistance and, as part of such assistance, the Borrower will make available to Participating Regions and Moscow City a part of the proceeds of the Loan 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;
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 and in the Preamble to this Agreement have the respective meanings therein set forth and the following additional terms have the following meanings:
(a) "FHD" means the Federal Highway Department within MOT and includes any successor or successors thereto;
(b) "Federal PIU" means the Project Implementation Unit referred to in paragraph 2 of Schedule 5 to this Agreement;
(c) "Moscow City" means Moscow City, a subject of the Russian Federation (an administrative subdivision of the Borrower), and includes any successor or successors thereto;
(d) "Moscow City PIU" means the Moscow City Project Implementation Unit referred to in paragraph 12(b) of Schedule 5 to this Agreement;
(e) "Moscow City Subsidiary Loan Agreement" means the agreement entered into between the Borrower and Moscow City pursuant to Section 3.01(d) of this Agreement, as the same may be amended from time to time, and such term includes all schedules and agreements supplemental to the Moscow City Subsidiary Loan Agreement;
(f) "MOT" means the Ministry of Transport of the Borrower and includes any successor or successors thereto;
(g) "Participating Region" and "Participating Regions" mean, singularly and collectively, the region or regions selected for participation in the Project pursuant to paragraph 5(a) of Schedule 5 to this Agreement;
(h) "Participating Regions Subsidiary Loan Agreement" and "Participating Regions Subsidiary Loan Agreements" mean, singularly and collectively, the agreement or agreements entered into separately between the Borrower and each of the Participating Regions pursuant to Section 3.01(c) of this Agreement, as the same may be amended from time to time, and such terms include all schedules and agreements supplemental to any Participating Regions Subsidiary Loan Agreement or all Participating Regions Subsidiary Loan Agreements respectively;
(i) "Regional PIU" means the Project Implementation Unit referred to in paragraph 11(b) of Schedule 5 to this Agreement; and
(j) "Special Accounts" means the accounts referred to in Section 2.02 (b) of this 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 three hundred fifty million dollars (350,000,000 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, works 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 Parts A and D.1, Parts B and D.2 (separately in respect of each of the Participating Regions), and Parts C and D.3 of the Project, open and maintain in Dollars separate special deposit accounts in a commercial bank or banks 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, each of the respective Special Accounts shall be made in accordance with the provisions of Schedule 6 to this Agreement.
Section 2.03. The Closing Date shall be December 31, 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 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. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement, and, to this end:
(i) shall carry out Parts A and D.I of the Project through MOT and FHD, and
(ii) shall cause each of the Project Regions to carry out Parts B and D.2 of the Project and Moscow City to carry out Parts C and D.3 of the Project with due diligence and efficiency and in conformity with appropriate administrative, engineering and financial practices and shall provide, promptly as needed, the funds, facilities, services and other resources required for such Parts of the Project.
(b) Without limitation upon the provisions of paragraph (a) of this Section, and except as the Borrower and the Bank shall otherwise agree, the Borrower shall carry out Parts A and D.1 of the Project and cause the Participating Regions and Moscow City to carry out Parts B and D.2 and Parts C and D.3, respectively, of the Project in accordance with the Implementation Program set forth in Schedule 5 to this Agreement.
(c) The Borrower shall relend a portion of the proceeds of the Loan to Participating Regions under separate subsidiary loan agreements to be entered into between the Borrower and each of the Participating Regions, under terms and conditions, compatible with the terms and conditions of this Loan Agreement, which shall have been approved by the Bank including but not limited to the following:
(i) the Borrower shall onlend to each of the Participating Regions an amount in various currencies that shall have an aggregate value equivalent to the amount, agreed by the Bank, from a total sum of thirty five million dollars (35,000,000 USD) (Subsidiary Loan for purposes of this subsection);
(ii) term of the Subsidiary Loan shall be twelve to fifteen years, including a three to five year grace period;
(iii) the Borrower shall charge a commitment fee at a rate equal to the rate of commitment charge payable under Section 2.04 of this Agreement;
(iv) the Borrower shall charge interest on the principal amount of the Subsidiary Loan withdrawn and outstanding from time to time at a rate of 150 - 250 basis points above the rate payable under Section 2.05 of this Agreement;
(v) the repayment of principal amount of the Subsidiary Loan shall be the equivalent to the value (determined as of the date or respective dates of repayment) of currency or currencies withdrawn from the Loan Account or paid out of the Special Account on account of expenditures for Parts B and D.2 of the Project; and
(vi) the terms and conditions specified in paragraph 11 of Schedule 5 to this Agreement.
(d) The Borrower shall relend a portion of the proceeds of the Loan to Moscow City under a subsidiary loan agreement to be entered into between the Borrower and Moscow City, under terms and conditions, compatible with the terms and conditions of this Loan Agreement, which shall have been approved by the Bank including but not limited to the following:
(i) the Borrower shall onlend an amount in various currencies that shall have an aggregate value equivalent to the amount of fifty million dollars (50,000,000 USD) (Subsidiary Loan for purposes of this subsection);
(ii) term of the Subsidiary Loan shall be twelve to fifteen years, including a three to five year grace period;
(iii) the Borrower shall charge a commitment fee at a rate equal to the rate of commitment charge payable under Section 2.04 of this Agreement;
(iv) the Borrower shall charge interest on the principal amount of the Subsidiary Loan withdrawn and outstanding from time to time at a rate of 150 - 250 basis points above the rate payable under Section 2.05 of this Agreement;
(v) the repayment of principal amount of the Subsidiary Loan shall be the equivalent to the value (determined as of the date or respective dates of repayment) of currency or currencies withdrawn from the Loan Account or paid out of the Special Account on account of expenditures for Parts C and D.3 of the Project; and
(vi) the terms and conditions specified in paragraph 12 of Schedule 5 to this Agreement.
(e) The Borrower shall exercise its rights under the Participating Regions 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, and, except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Participating Regions Subsidiary Loan Agreements or any provision thereof.
(f) The Borrower shall exercise its rights under the Moscow City Subsidiary Loan 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 the Moscow City Subsidiary Loan Agreement or any provision thereof.
Section 3.02. Except as the Bank shall otherwise agree, procurement of the goods, works and consultants" 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

"ПРОГРАММА КУЛЬТУРНОГО И НАУЧНОГО СОТРУДНИЧЕСТВА МЕЖДУ РОССИЙСКОЙ ФЕДЕРАЦИЕЙ И РЕСПУБЛИКОЙ КУБА НА 1996 - 1998 ГОДЫ"(Принята в г. Гаване 22.05.1996)  »
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