<СОГЛАШЕНИЕ МЕЖДУ РОССИЙСКОЙ ФЕДЕРАЦИЕЙ И МЕЖДУНАРОДНЫМ БАНКОМ РЕКОНСТРУКЦИИ И РАЗВИТИЯ О ЗАЙМЕ ДЛЯ ФИНАНСИРОВАНИЯ ПРОЕКТА "ГОРОДСКОЙ ОБЩЕСТВЕННЫЙ ТРАНСПОРТ"> (loan number 3885 ru) [англ.](Заключено в г. Вашингтоне 06.10.1995)


Loan Number 3885 RU
LOAN AGREEMENT
(Washington, 6.X.1995)
Agreement, dated October 6, 1995, 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) the Cities of Cherepovets, Kostroma, Nizhny Novgorod, Novgorod, Omsk, Pskov, Rostov-on-Don, Samara, Saransk, Smolensk, Tver, Velikie Luki, Vologda and Yekaterinburg (the Participating Cities) manifested their intention to participate in the Project by furnishing the Bank with Declarations of Commitment, wherein are set forth the obligations of such Participating Cities in connection with implementation of the Project;
(C) Part A of the Project will be carried out by the Participating Cities with the Borrower"s assistance and, as part of such assistance, the Borrower will make available to the Participating Cities a portion of the proceeds of the Loan as provided in this Agreement;
(D) Part С of the Project will be carried out by Autosnabsbyt with the Borrower"s assistance and, as part of such assistance, the Borrower will make available to Autosnabsbyt a portion 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) In Section 6.02, sub-paragraph (k) is re-lettered as sub-paragraph (l) 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) "Autosnabsbyt" means a private spare parts distribution company established and operating under the laws of the Russian Federation.
(b) "MOT" means the Borrower"s Ministry of Transport.
(c) "Participating Cities" mean collectively the cities of Cherepovets, Kostroma, Nizhny Novgorod, Novgorod, Omsk, Pskov, Rostov-on-Don, Samara, Saransk, Smolensk, Tver, Velikie Luki, Vologda and Yekaterinburg; "Participating City" means each and any such city.
(d) "PID" means Project Implementation Directorate established within the MOT.
(e) "Project Preparation Advance" means the project preparation advance granted by the Bank to the Borrower pursuant to the agreement letter dated April 25, 1995 between the Borrower and the Bank.
(f) "Subsidiary Loan Agreements" means agreements to be entered into between the Borrower, Oblast Governments acting as guarantors, and Participating Cities pursuant to Section 3.01 (c) of this Agreement, as the same may be amended from time to time, and such term includes all schedules to the Subsidiary Loan Agreements; "Subsidiary Loan Agreement" means each and any such agreement.
(g) "Autosnabsbyt Subsidiary Loan Agreement" means the agreement to be entered into between the Borrower and Autosnabsbyt 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 to the Autosnabsbyt Subsidiary Loan Agreement.
(h) "Transport Companies" means collectively the companies providing urban transport services within the administrative boundaries of each Participating City; and which have been selected as beneficiaries of the Project.
(i) "Special Account" means the account referred to in Section 2.02 (b) of this Agreement.
(j) "UTPCC" means Urban Transport Project Coordinating Council established within the MOT for coordinating the Project implementation activities.
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 twenty nine million dollars (329,000,000 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.
(b) Before December 31, 1995, the Borrower shall, for the purposes of the Project, open and maintain 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 6 to this Agreement.
(c) Promptly after the Effective Date, the Bank shall, on behalf of the Borrower, withdraw from the Loan Account and pay to itself the amount required to repay the principal amount of the Project Preparation Advance withdrawn and outstanding as of such date and to pay all unpaid charges thereon. The unwithdrawn balance of the authorized amount of the Project Preparation Advance shall thereupon be cancelled.
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 1, April 1, July 1 or October 1 in a calendar year."
Section 2.06. Interest and other charges shall be payable semiannually on May 1 and November 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.
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 Part В of the Project through the MOT,
and Part С of the Project through Autosnabsbyt and MOT, with
due diligence and efficiency and in conformity with
appropriate engineering, administrative and financial
practices and shall provide, promptly as needed, the funds,
facilities, services and other resources required for such
Parts of the Project;
(ii) shall assist the Participating Cities, through the
UTPCC and PID, to carry out Part A of the Project; and
(iii) without limitation or restriction upon any of its
other obligations under the Loan Agreement, the Borrower shall
cause the Participating Cities to perform all their
obligations set forth in the Subsidiary Loan Agreements, shall
take or cause to be taken all necessary or appropriate action,
including the provision of funds, facilities, services and
other resources, to enable the Participating Cities to perform
such obligations, and shall not take or permit to be taken any
action which would prevent or interfere with such performance.
(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 Part B, through the MOT, and Part С of the Project, through Autosnabsbyt and MOT, 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 the Participating Cities under Subsidiary Loan Agreements to be entered into between the Borrower, the Oblast Governments acting as guarantors, and the Participating Cities, under terms and conditions satisfactory to the Bank, including, without limitation, the terms and conditions set forth in Schedule 7 to this Agreement.
(d) The Borrower shall relend a portion of the proceeds of the Loan to Autosnabsbyt under a Autosnabsbyt Subsidiary Loan Agreement to be entered into between the Borrower and Autosnabsbyt, under terms and conditions which shall be acceptable to the Bank and which shall include, inter alia:
(i) one year maturity;
(ii) a floating rate up to the equivalent of 250 basis
points above the interest rate determined in accordance with
the provisions of Section 2.05 of this Agreements;
(iii) foreign exchange risk borne by Autosnabsbyt;
(iv) spare parts shall be procured in two bidding phases
of up to the equivalent of 25,000,000 USD each, provided that
contracts for purchasing of spare parts under the second phase
shall not be signed until the proceeds advanced to
Autosnabsbyt for the first phase shall have been fully repaid
to the Borrower; and
(v) Autosnabsbyt to be responsible for the sale of spare
parts provided under Part С of the Project to users on
commercial terms.
(e) The Borrower shall exercise its rights under Subsidiary Loan Agreements and Autosnabsbyt 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 Subsidiary Loan Agreements and Autosnabsbyt Subsidiary Loan Agreement or any provision thereof.
Section 3.02. Except as the Bank shall otherwise agree, procurement of the goods 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. without limitation upon the provisions of Article IX of the General Conditions, 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 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.
Article IV
Financial Covenants
Section 4.01. (a) The Borrower shall maintain or cause its departments or agencies or Participating Cities, responsible for carrying out the Project or any part thereof to maintain records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project

"СОГЛАШЕНИЕ МЕЖДУ ПРАВИТЕЛЬСТВОМ РОССИЙСКОЙ ФЕДЕРАЦИИ И ПРАВИТЕЛЬСТВОМ КАНАДЫ ОБ ИЗБЕЖАНИИ ДВОЙНОГО НАЛОГООБЛОЖЕНИЯ И ПРЕДОТВРАЩЕНИИ УКЛОНЕНИЯ ОТ НАЛОГООБЛОЖЕНИЯ В ОТНОШЕНИИ НАЛОГОВ НА ДОХОДЫ И ИМУЩЕСТВО"(Вместе с "ПРОТОКОЛОМ")(Заключено в г. Оттаве 05.10.1995)  »
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