<СОГЛАШЕНИЕ МЕЖДУ РОССИЙСКОЙ ФЕДЕРАЦИЕЙ И МЕЖДУНАРОДНЫМ БАНКОМ РЕКОНСТРУКЦИИ И РАЗВИТИЯ О ЗАЙМЕ ДЛЯ ФИНАНСИРОВАНИЯ ПРОЕКТА ВОССТАНОВЛЕНИЯ И СОДЕРЖАНИЯ АВТОМОБИЛЬНЫХ ДОРОГ> (loan number 3706 ru) [англ.](Заключено в г. Вашингтоне 22.06.1994)
Loan Number 3706 RU
LOAN AGREEMENT
(HIGHWAY REHABILITATION AND
MAINTENANCE PROJECT)
BETWEEN RUSSIAN FEDERATION AND INTERNATIONAL
BANK FOR RECONSTRUCTION AND DEVELOPMENT
(Washington,
22.VI.1994)
Agreement, dated June 22, 1994, 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 Borrower has obtained from the United States of America a
grant in an amount equivalent to 5,000,000 USD to assist in financing the
Project on the terms and conditions set forth in the agreement entered into
between the Borrower and the United States of America; and
C) 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 (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;
b) "MOT" means the
Borrower"s Ministry of Transport;
c) "PIU" means Project Implementation
Unit established within FHD;
d) "Project Account" means the account
referred to in Section 6.01 (a) of this Agreement, maintained by the Borrower in
local currency and to be used for financing the Borrower"s contribution to
Project expenditures;
e) "Project Preparation Advance" means the project
preparation advance granted by the Bank to the Borrower pursuant to an exchange
of letters dated September 10, 1992 and May 15, 1993 between the Borrower and
the Bank;
f) "Regional Road Administration" means a regional road
administration agency in charge of road construction and maintenance;
g)
"Road Funds" means the funds established in accordance with the Law of the
Russian Federation "On Road Funds", dated October 18, 1991, to finance all
construction and maintenance activities for both the federal and regional public
road network; and
h) "Special Account" means the account 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 million dollars
(300,000,000 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) The Borrower shall, for the purposes of the Project, open and
maintain in dollars 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, 1998 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 February 15 and August 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, shall carry out the Project
through MOT and FHD with due diligence and efficiency and in conformity with
appropriate administrative, financial and technical practices, and shall
provide, promptly as needed, the funds, facilities, services and other resources
required for the Project.
b) Without limitation upon any of its
obligations under paragraph (a) of this Section, the Borrower shall: (i)
maintain the Project Account referred to in Section 6.01 (a) of this Agreement,
and shall replenish said account promptly before each quarter so that the amount
deposited in the account at the beginning of each quarter shall not be less than
the equivalent of 500,000 USD; (ii) use said account for financing the
Borrower"s contribution to Project expenditures, including but not limited to
expenditures for rent, maintenance and repair of laboratories and office
buildings and transportation; and (iii) ensure that sufficient annual
allocations will be made within the Road Funds for the Borrower"s counterpart
contribution to the costs of the Project.
c) 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 the Project in
accordance with the Implementation Program set forth in Schedule 5 to this
Agreement.
Section 3.02. a) 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.
b) For the purposes of
bid evaluation, the Borrower shall set up a bid evaluation committee within FHD
which shall include, on ad hoc basis, a representative from each Regional Road
Administration in whose territory the contract is to be executed.
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 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 and the Project
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
representatives 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 statements 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.
Article V
Effective Date; Termination
Section 5.01. The
following events are specified as additional conditions to the effectiveness of
the Loan Agreement within the meaning of Section 12.01 (c) of the General
Conditions:
a) the Borrower shall have opened a Project Account in a
commercial bank on terms and conditions acceptable to the Bank with an initial
deposit in local currency equivalent to 500,000 USD;
b) the bidding
documents for contracts to be executed in 1994 shall have been prepared and
submitted to the Bank for its approval; and
c) FHD shall have appointed
consultants to strengthen the PIU"s project management capacity pursuant to
Section II of Schedule 4 to this Agreement.
Section 5.02. The date ninety
(90) days after the date of this Agreement is hereby specified for the purposes
of Section 12.04 of the General Conditions.
Article VI
Representative of
the Borrower; Addresses
Section 6.01. The Minister of Finance of the
Borrower is designated as representative of the Borrower for the purposes of
Section 11.03 of the General Conditions.
Section 6.02. The following
addresses are specified for the purposes of Section 11.01 of the General
Conditions:
For the Borrower:
Ministry of Finance
103097, Moscow
Ilyinka Street 9
Russian Federation
Telex:
112008
For the Bank:
International Bank for
Reconstruction and Development
1818
H Street, N.W.
Washington, D.C. 20433
United States of
America
Cable address: Telex:
INTBAFRAD 248423 (RCA)
Washington, D.C. 82987 (FTCC)
64145 (WUI) or
197688 (TRT)
In witness whereof, the parties
hereto, acting through their duly authorized representatives, have caused this
Agreement to be signed in their respective names in the District of Columbia,
United States of America, as of the day and year first above
written.
SCHEDULE 1
WITHDRAWAL OF THE PROCEEDS OF THE
LOAN
1. The table below sets forth the Categories of items to be financed
out of the proceeds of the Loan, the allocation
