<СОГЛАШЕНИЕ МЕЖДУ РОССИЙСКОЙ ФЕДЕРАЦИЕЙ И ЕВРОПЕЙСКИМ БАНКОМ РЕКОНСТРУКЦИИ И РАЗВИТИЯ О ЗАЙМЕ НА ЦЕЛИ ЛИКВИДАЦИИ ПОСЛЕДСТВИЙ АВАРИИ НА НЕФТЕПРОВОДЕ ХАРЬЯГА - УСИНСК В РЕСПУБЛИКЕ КОМИ> (operation number 312) [англ.](Вместе с <ДЕКЛАРАЦИЯМИ ЕВРОПЕЙСКОГО БАНКА РЕКОНСТРУКЦИИ И РАЗВИТИЯ>)(Заключено в г. Москве 05.05.1995)(Декларации приняты 13.05.1996, 24.03.1998)


Operation Number 312
LOAN AGREEMENT
(KOMI EMERGENCY OIL SPILL RECOVERY PROJECT)
BETWEEN THE RUSSIAN FEDERATION AND EUROPEAN BANK
FOR RECONSTRUCTION AND DEVELOPMENT
(Moscow, 5.V.1995)
Agreement, dated 5 May 1995, between the Russian Federation (the "Borrower") and the European Bank for Reconstruction and Development (the "Bank").
Preamble
Whereas the Bank has been established to provide financing for specific projects to foster the transition towards open market-oriented economies and to promote private and entrepreneurial initiative in the Central and Eastern European countries committed to and applying the principles of multiparty democracy, pluralism and market economics;
Whereas the Borrower intends by on-lending to OTJSC Komineft the open joint stock company registered according to the law of the Russian Federation ("Komineft") to assist Komineft in implementing the project described in Schedule 1 to this Agreement (the "Project"), which will, among others include (i) the stabilising and containment of the oil spill area in the Komi Republic along the Kharyaga-Usinsk pipeline prior to the spring thaw in 1995 and minimising, to the extent possible, the amount of oil released during runoff of the Kharyaga-Usinsk pipeline and future ecological damage in the Pechora river basin and others impacted areas, (ii) supporting safe pipeline operations in the near term and evaluate the need for a replacement pipeline investment project for the longer term, and (iii) identifying and implementing other measures to mitigate against future oil spills;
Whereas the Project will be carried out by Komineft, with the Borrower"s assistance and, as part of such assistance, the Borrower will make available to Komineft the proceeds of the loan as provided in this Agreement and the Subsidiary Loan Agreement;
Whereas the Borrower has requested assistance from the Rank in the financing of part of the Project;
Whereas the Borrower intends to contract from the International Bank for Reconstruction and Development (the "IBRD") a loan in an amount equivalent to ninety nine million dollars (USD 99,000,000) for further on-lending to Komineft (the "IBRD Loan") on the terms and conditions set forth in an agreement (the "IBRD Loan Agreement") to be entered into between the Borrower and the IBRD;
Whereas Komi Republic has declared its commitment to the objectives of the Project and confirmed the undertaking to take and cause to be taken all measures necessary on its behalf, including, but not limited to issuance of permit, licences and approvals to facilitate the timely and efficient carrying out of the Project; and
Whereas the Bank has agreed on the basis, inter alia, of the foregoing, to extend a loan to the Borrower in the amount of twenty five million dollars (USD 25,000,000) (the "Loan") upon the terms and conditions set forth in this Agreement ("EBRD Loan Agreement").
Now, therefore, the parties hereby agree as follows:
Article I. STANDARD TERMS AND CONDITIONS;
DEFINITIONS; HEADINGS
Section 1.01
Incorporation of Standard Terms and Conditions
All the provisions of the Standard Terms and Conditions dated September 1994 are hereby incorporated into and made applicable to the Loan Agreement with the same force and effect as if they were fully set forth herein.
Section 1.02
Definitions
Wherever used in the Loan Agreement or the Schedules hereto, except where stated otherwise, the terms defined in the Preamble have the respective meanings ascribed therein, the terms defined in the Standard Terms and Conditions have the respective meanings ascribed therein, and the following terms have the following meanings:
"Agreement Establishing means the Agreement Establishing the
the Bank" European bank for Reconstruction and
Development, dated 29 May 1990;
"Borrower"s Authorised means the Minister of Finance or the
Representative" Deputy Minister of Finance, except as
specified in Section 2.04 of the Loan
Agreement;
"Dollar" or "USD" means the lawful currency of the United
States of America;
"FY" means the Borrower"s fiscal year
commencing on 1 January of each year;
"Komineft Statutes" means the statutes of Komineft
registered on 6 May 1993, as amended
to the date of this Agreement;
"Loan Currency" means the currency or currencies in
which the Loan is denominated, initially
Dollars;
"PIU" means the Project Implementation Unit
established and operating as part of the
Borrower in accordance with Section 2.04
of the Project Agreement;
"Project Entity" means Komineft, or any successor
thereto;
"Subsidiary Loan means the agreement to be entered into
Agreement" between the Borrower and Komineft
pursuant to Section 3.01(a) of the Loan
Agreement, as the same may be amended
from time to time;
"Telerate Page 3750" means the display page of London
interbank offered rates (commonly known
as "LIBOR") of major banks for deposits
in the Loan Currency, designated as page
3750 on the Telerate Service (or such
other page as may replace the Telerate
Page 3750) for the purpose of displaying
such LIBOR rates for deposits in the
Loan Currency;
Section 1.03
Headings
The headings of Articles and Sections, as well as the Table of Contents, are inserted for convenience of reference only and shall not be used to interpret the Loan Agreement.
Article II. PRINCIPAL TERMS OF THE LOAN
Section 2.01
Loan Amount and Loan Currency
The Bank agrees to lend to the Borrower, on the terms and conditions set forth or referred to in the Loan Agreement, an amount of twenty five million Dollars (USD 25,000,000).
Section 2.02
Other Financial Terms of the Loan
(a) Minimum Drawdown Amount
(see Standard Terms and Conditions, Section 3.01(b))
The Minimum Drawdown Amount shall be the equivalent of fifty thousand Dollars (USD 50,000).
(b) Minimum Prepayment Amount
(see Standard Terms and Conditions, Section 3.07(d))
The Minimum Prepayment Amount shall be the equivalent of five million Dollars (USD 5,000,000).
(c) Minimum Cancellation Amount
(see Standard Terms and Conditions, Section 3.08(a))
The Minimum Cancellation Amount shall be the equivalent of five million Dollars (5,000,000).
(d) Interest Payment Dates and Loan Repayment Dates
The Interest Payment Dates, as well as the Loan Repayment Dates, shall be 1 May and 1 November. The Borrower shall repay the Loan in accordance with the amortisation schedule set forth below:
---------------------------------T-------------------------------¬
¦ Date Payment Due ¦ Amount Due (in USD) ¦
+--------------------------------+-------------------------------+
¦1 May 1998 ¦ 1,041,666.82 ¦
+--------------------------------+-------------------------------+
¦1 November 1998 ¦ 1,041,666.66 ¦
+--------------------------------+-------------------------------+
¦1 May 1999 ¦ 1,041,666.66 ¦
+--------------------------------+-------------------------------+
¦1 November 1999 ¦ 1,041,666.66 ¦
+--------------------------------+-------------------------------+
¦1 May 2000 ¦ 1,041,666.66 ¦
+--------------------------------+-------------------------------¦
¦1 November 2000 ¦ 1,041,666.66 ¦
+--------------------------------+-------------------------------+
¦1 May 2001 ¦ 1,041,666.66 ¦
+--------------------------------+-------------------------------+
¦1 November 2001 ¦ 1,041,666.66 ¦
+--------------------------------+-------------------------------+
¦1 May 2002 ¦ 1,041,666.66 ¦
+--------------------------------+-------------------------------+
¦1 November 2002 ¦ 1,041,666.66 ¦
+--------------------------------+-------------------------------+
¦1 May 2003 ¦ 1,041,666,66 ¦
+--------------------------------+-------------------------------+
¦1 November 2003 ¦ 1,041,666.66 ¦
+--------------------------------+-------------------------------+
¦1 May 2004 ¦ 1,041,666.66 ¦
+--------------------------------+-------------------------------+
¦1 November 2004 ¦ 1,041,666.66 ¦
+--------------------------------+-------------------------------+
¦1 May 2005 ¦ 1,041,666.66 ¦
+--------------------------------+-------------------------------+
¦1 November 2005 ¦ 1,041,666.66 ¦
+--------------------------------+-------------------------------+
¦1 May 2006 ¦ 1,041,666.66 ¦
+--------------------------------+-------------------------------+
¦1 November 2006 ¦ 1,041,666.66 ¦
+--------------------------------+-------------------------------+
¦1 May 2007 ¦ 1,041,666.66 ¦
+--------------------------------+-------------------------------+
¦1 November 2007 ¦ 1,041,666.66 ¦
+--------------------------------+-------------------------------+
¦1 May 2008 ¦ 1,041,666.66 ¦
+--------------------------------+-------------------------------+
¦1 November 2008 ¦ 1,041,666.66 ¦
+--------------------------------+-------------------------------+
¦1 May 2009 ¦ 1,041,666.66 ¦
+--------------------------------+-------------------------------+
¦1 November 2009 ¦ 1,041,666.66 ¦
+--------------------------------+-------------------------------+
¦Total ¦ 25,000,000.00 ¦
L--------------------------------+--------------------------------
(e) Last Availability Date
(see Standard Terms and Conditions, Section 3.01(a))
The Last Availability Date shall be March 31, 1998. If the Available Amount, or any part thereof, is subject to a Fixed Interest Rate, any postponement of the last Availability Date may incur Unwinding Costs which shall be immediately payable by the Borrower or the Bank, as the case may be.
(f) Commitment Charge
(see Standard Terms and Conditions, Section 3.05(a))
The rate of the commitment charge shall be one half of one percent (0.5%) for Variable Interest Rate loans per annum.
(g) Interest Rate
The Loan is subject to a Variable Interest Rate. For purposes of Section 3.04(b) of the Standard Terms and Conditions, the Relevant Market Interest Rate shall be the offered rate that appears on Telerate Page 3750 as of 11.00 a.m., London time, on the relevant Interest Determination Date for the period which is closest to the duration of the relevant Interest Period (or, if two periods are equally close to the duration of the relevant Interest Period, the average of the two periods); provided that:
(i) if, for any reason, the Relevant Market Interest Rate cannot be determined at such time by reference to Telerate Page 3750, the Relevant Market Interest Rate shall be the rate which the Bank determines to be the arithmetic mean (rounded upward, if necessary, to nearest 1/16%) of the offered rates for deposits in the Loan Currency in an amount comparable to the portion of the Loan scheduled to be outstanding during the relevant Interest Period for a period equal to such Interest Period which are advised to the Bank by the major banks active in the London interbank market selected by the Bank; and
(ii) if the Bank determines the deposits in the Loan Currency are not being offered in the London interbank market in such amounts for such period, the Relevant Market Interest Rate shall be the cost to the Bank of funding the portion of the Loan scheduled to be outstanding during the relevant Interest Period from whatever sources it selects.
(h) Unwinding Costs
In the event of cancellation by the Bank pursuant to Section 7.02 of the Standard Terms and Conditions, any Unwinding Costs incurred by the Bank in connection with such cancellation, as assessed by the Bank and notified to the Borrower, shall be immediately payable by the Borrower or the Bank as the case may be.
Section 2.03
Drawdowns
(a) The Available Amount may be drawn down from time to time in accordance with the provisions of Schedule 2 to the Loan Agreement for expenditures made (or if the Bank shall so agree, to be made) in respect of
(i) the reasonable cost of goods, works and services required for the Project and to be financed out of the proceeds of the Loan, and
(ii) the front-end commission.
(b) The Borrower authorises the Bank to draw down an amount equal to the front-end commission and pay to itself the front-end commission on behalf of the Borrower.
Section 2.04
Authorised Representative for Purposes of Drawdowns
The Managing Director of Komineft is designated as the Borrower"s Authorised Representative for the purpose of taking any action required or permitted to be taken under the provisions of Section

"ПРОТОКОЛ МЕЖДУ ПРАВИТЕЛЬСТВОМ РОССИЙСКОЙ ФЕДЕРАЦИИ И ПРАВИТЕЛЬСТВОМ РЕСПУБЛИКИ КУБА О ТОВАРООБОРОТЕ И ПЛАТЕЖАХ НА 1995 ГОД"(Вместе со "СПИСКОМ ТОВАРОВ, ПОСТАВЛЯЕМЫХ НА СБАЛАНСИРОВАННОЙ ПО СТОИМОСТИ И ВЗАИМОСВЯЗАННОЙ ОСНОВЕ")(Подписан в г. Москве 04.05.1995)  »
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