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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)

(по состоянию на 20 октября 2006 года)

<<< Назад


                                                   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  of the department  or  agencies  of  the
   Borrower, or Participating Cities 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
       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
   
                         Remedies of the Bank
   
       Section  5.01.  Pursuant to Section 6.02  (l)  of  the  General
   Conditions,  the  following additional event is specified,  namely,
   that  as  a result of events which have occurred after the date  of
   the  Loan  Agreement, an extraordinary situation shall have  arisen
   which  shall make it improbable that the Participating Cities  will
   be  able  to  perform  its obligations under  the  Subsidiary  Loan
   Agreements.
       Section  5.02.  Pursuant to Section 7.01  (h)  of  the  General
   Conditions,  the  following additional event is specified,  namely,
   that  the  event specified in Section 5.01 of this Agreement  shall
   occur.
   
                              Article VI
   
                      Effective Date; Termination
   
       Section  6.01. 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  Subsidiary  Loan Agreements have  been  executed  and
   become  effective  in accordance with their respective  terms  with
   respect to at least five Participating Cities; and
       (b)  the  Borrower shall have signed a contract with a firm  or
   firms  to  provide project management and procurement  services  to
   PID.
       Section 6.02. 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 VII
   
              Representatives of the Borrower; Addresses
   
       Section 7.01. The Minister of Finance or the Deputy 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  7.02.  The following addresses are specified  for  the
   purposes of Section 11.01 of the General Conditions:
   
   For the Borrower:
   Ministry of Finance
   Ul. Ilyinka. 9
   103097 Moscow
   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  of  the
   amounts  of  the  Loan  to  each Category  and  the  percentage  of
   expenditures for items so to be financed in each Category:
   --------------------------T------------------T--------------------¬
   ¦        Category         ¦  Amount of the   ¦      % of          ¦
   ¦                         ¦  Loan Allocated  ¦    Expenditures    ¦
   ¦                         ¦  (Expressed in   ¦   to be Financed   ¦
   ¦                         ¦      Dollar      ¦                    ¦
   ¦                         ¦   Equivalent)    ¦                    ¦
   +-------------------------+------------------+--------------------¦
   ¦(1) Equipment            ¦                  ¦100% of foreign     ¦
   ¦    (and associated      ¦                  ¦expenditures, 100%  ¦
   ¦    services), materials ¦                  ¦of local            ¦
   ¦    and supplies         ¦                  ¦expenditures        ¦
   ¦                         ¦                  ¦(ex-factory) cost)  ¦
   ¦                         ¦                  ¦and 85% of local    ¦
   ¦                         ¦                  ¦expenditures for    ¦
   ¦                         ¦                  ¦other items         ¦
   ¦                         ¦                  ¦procured locally    ¦
   ¦(a) for Part A           ¦    266,200,000   ¦                    ¦
   ¦    of the Project       ¦                  ¦                    ¦
   ¦(b) for Part В           ¦      1,700,000   ¦                    ¦
   ¦    of the Project       ¦                  ¦                    ¦
   ¦(c) for Part С           ¦     50,000,000   ¦                    ¦
   ¦    of the Project       ¦                  ¦                    ¦
   ¦                         ¦                  ¦                    ¦
   ¦(2) Technical assistance,¦                  ¦100%                ¦
   ¦    studies and training ¦                  ¦                    ¦
   ¦(a) for Part A (5) of the¦      6,250,000   ¦                    ¦
   ¦    Project              ¦                  ¦                    ¦
   ¦(b) Others               ¦      4,100,000   ¦                    ¦
   ¦(3) Refunding of Project ¦        750,000   ¦Amount due          ¦
   ¦    Preparation Advance  ¦                  ¦pursuant to         ¦
   ¦                         ¦                  ¦Section 2.02 (c)    ¦
   ¦                         ¦                  ¦of this Agreement   ¦
   +-------------------------+------------------+--------------------+
   ¦    TOTAL                ¦    329,000,000   ¦                    ¦
   L-------------------------+------------------+---------------------
   
       2. For the purposes of this Schedule:
       (a)  the term "foreign expenditures" means expenditures in  the
   currency  of any country other than that of the Borrower for  goods
   or  services supplied from the territory of any country other  than
   that of the Borrower; and
       (b)  the  term "local expenditures" means expenditures  in  the
   currency  of  the Borrower or for goods or services  supplied  from
   the territory of the Borrower.
       3.  Notwithstanding  the provisions of paragraph  1  above,  no
   withdrawals shall be made in respect of:
       (a)  any  payments made for expenditures prior to the  date  of
   this  Agreement,  except that withdrawals, in an  aggregate  amount
   not  to  exceed 1,500,000 USD, may be made in respect of Categories
   (1)  (b)  and  (2) (b) on account of payments made for expenditures
   before that date but after April 15, 1995;
       (b) any payments made for expenditures under Categories (1) (a)
   and  (2)  (a)  to  a Participating City unless the Subsidiary  Loan
   Agreement  between  the  Borrower and such Participating  City  has
   become effective, and
       (c)  any payments made for expenditures under Category (1)  (c)
   unless  the  Autosnabsbyt Subsidiary Loan Agreement has  been  duly
   signed  between  the Borrower and Autosnabsbyt and  an  opinion  of
   counsel  acceptable  to the Bank, confirming  that  it  is  legally
   binding upon Autosnabsbyt, has been furnished to the Bank.
       4. The Bank may require withdrawals from the Loan Account to be
   made  on  the  basis of statements of expenditure for  expenditures
   under  contracts  for goods and services not exceeding  50,000  USD
   equivalent,  under  such terms and conditions  as  the  Bank  shall
   specify by notice to the Borrower.
   
   
   
   
   
   
                              SCHEDULE 2
                                   
                      DESCRIPTION OF THE PROJECT
   
       The objectives of the Project are:
       (i)  to  preserve essential urban transport capacities  in  the
   Participating  Cities  by  linking  financing  of  urgently  needed
   replacement  vehicles  and  spare parts to  the  implementation  of
   reforms,
       (ii)  to  strengthen the Participating Cities' urban  transport
   sector  institutions so as to improve the efficiency  of  passenger
   transport operations;
       (iii)  to  arrest  the decline of urban transport  services  in
   cities  throughout Russia through the provision of urgently  needed
   spare parts for transport vehicles; and
       (iv)  to  provide  restructuring advice for  the  domestic  bus
   industry.
       The  Project consists of the following parts, subject  to  such
   modifications thereof as the Borrower and the Bank may  agree  upon
   from time to time to achieve such objectives:
   
                                Part A
                                   
                Assistance for Participating Cities <*>
   
       (1)  Bus  and trolleybus fleet replacement in the Participating
   Cities,  including  provision of about 1,500 diesel  fueled  buses,
   and  272 trolleybuses, all with technical specifications acceptable
   to the Bank.
   --------------------------------
       <*>  The  number of vehicles and the amount of other  equipment
   and   technical   assistance   to  be   distributed   between   the
   Participating  Cities  in  accordance  with  the  Annex   to   this
   Schedule.
   
       (2)  Rehabilitation of about 1000 buses, 330 trolleybuses,  and
   375 trams;
       (3)  Provision  of workshop, computers and other equipment  for
   urban transport companies;
       (4)  Provision  of  fare  collection system  for  the  City  of
   Vologda; and
       (5) Technical assistance and training program to:
           (i) assist  the  procurement  and  administration  of  the
       Project;
           (ii) assist  the   Transport   Companies  to implement the
       vehicle rehabilitation program; and
           (iii) assist  the Participating Cities and their Transport
       Companies  to  implement  the  agreed upon reform programs and
       improve operational performance.
   
                                Part B
   
                           Assistance to MOT
   
       (1) Provision of technical assistance to help develop a private
   sector   strategy   for   a   domestic  urban   transport   vehicle
   manufacturing industry;
       (2)  Provision of technical assistance and training  to  assist
   MOT  to  develop an overall strategy for the urban transport sector
   and replicate the Project's policy reforms in other cities;
       (3)  Assistance  in  preparing and  expanding  urban  transport
   reform to other Russian cities;
       (4)  Provision  of 10 natural gas fueled buses  with  technical
   specifications acceptable to the Bank; and
       (5) Provision of equipment, materials and supplies to PID.
       Part С: National Spare Parts Program
       Provision of spare parts for buses, trolleybuses and trams  for
   cities throughout the Russian Federation.
   
                                 * * *
   
       The Project is expected to be completed by December 31, 2000.
   
            TECHNICAL DESCRIPTION OF PART A OF THE PROJECT
   
   ---------------T-----------------------------T---------------------------------T----------T-----------------¬
   ¦     City     ¦        Part A (l)           ¦           Part A (2)            ¦Part A (3)¦   Part A (5)    ¦
   ¦              +-------T------------T--------+-----T------------T-----T--------+----------+--------T--------+
   ¦              ¦ Buses ¦Trolleybuses¦  Base  ¦Buses¦Trolleybuses¦Trams¦  Base  ¦Equipment ¦  TA/   ¦ Total  ¦
   ¦              ¦       ¦            ¦  Cost  ¦     ¦            ¦     ¦  Cost  ¦          ¦Training¦ Amount ¦
   ¦              ¦       ¦            ¦(US USD ¦     ¦            ¦     ¦(US USD ¦          ¦        ¦   of   ¦
   ¦              ¦       ¦            ¦million)¦     ¦            ¦     ¦million)¦          ¦        ¦Sub-Loan¦
   +--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
   ¦Cherepovets   ¦ 50    ¦     -      ¦   7.30 ¦  88 ¦     -      ¦  -  ¦  1.38  ¦   0.29   ¦  0.22  ¦   9.19 ¦
   +--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
   ¦Kostroma      ¦ 91    ¦     -      ¦  11.63 ¦  48 ¦     25     ¦  -  ¦  0.91  ¦   0.70   ¦  0.32  ¦  13.56 ¦
   +--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
   ¦Nizhniy       ¦   -   ¦    100     ¦   9.30 ¦  -  ¦     36     ¦ 120 ¦  5.20  ¦   0.40   ¦  0.36  ¦  15.26 ¦
   ¦Novgorod      ¦       ¦            ¦        ¦     ¦            ¦     ¦        ¦          ¦        ¦        ¦
   +--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
   ¦Novgorod      ¦ 80    ¦     10     ¦  11.86 ¦  40 ¦     -      ¦  -  ¦  0.83  ¦   0.40   ¦  0.32  ¦  13.40 ¦
   +--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
   ¦Omsk          ¦300    ¦     -      ¦  38.40 ¦ 170 ¦     36     ¦  -  ¦  2.19  ¦   1.00   ¦  1.02  ¦  42.60 ¦
   +--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
   ¦Pskov         ¦ 75    ¦     -      ¦  10.65 ¦  15 ¦     -      ¦  -  ¦  0.33  ¦   0.16   ¦  0.27  ¦  11.41 ¦
   +--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
   ¦Rostov-on-Don ¦169    ¦     84     ¦  29.26 ¦ 240 ¦     50     ¦  50 ¦  5.72  ¦   1.09   ¦  0.88  ¦  36.95 ¦
   +--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
   ¦Samara        ¦192    ¦     -      ¦  25.25 ¦ 153 ¦     60     ¦ 100 ¦  6.70  ¦   0.60   ¦  0.80  ¦  33.34 ¦
   +--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
   ¦Saransk       ¦ 70    ¦     50     ¦  13.89 ¦  24 ¦     60     ¦  -  ¦  1.19  ¦   0.50   ¦  0.38  ¦  15.96 ¦
   +--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
   ¦Smolensk      ¦ 80    ¦     -      ¦   9.96 ¦  37 ¦     -      ¦  -  ¦  0.75  ¦   0.40   ¦  0.27  ¦  11.39 ¦
   +--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
   ¦Tver          ¦ 34    ¦     -      ¦   4.51 ¦  20 ¦     -      ¦  45 ¦  2.24  ¦   0.30   ¦  0.17  ¦   7.22 ¦
   +--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
   ¦Velikie Luki  ¦ 34    ¦     -      ¦   4.88 ¦  12 ¦     -      ¦  -  ¦  0.24  ¦   0.13   ¦  0.13  ¦   5.38 ¦
   +--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
   ¦Vologda <*>   ¦ 46    ¦     28     ¦   7.85 ¦  60 ¦     60     ¦  -  ¦  1.51  ¦   1.50   ¦  0.27  ¦  11.13 ¦
   +--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
   ¦Yekaterinburg ¦280    ¦     -      ¦  38.98 ¦  90 ¦     -      ¦  65 ¦  4.40  ¦   1.21   ¦  1.09  ¦  45.68 ¦
   +--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+--------+
   ¦Subtotal      ¦  1.501¦    272     ¦ 223.71 ¦ 997 ¦    327     ¦ 380 ¦ 33.58  ¦   8.68   ¦  6.50  ¦ 272.47 ¦
   ¦project cities¦       ¦            ¦        ¦     ¦            ¦     ¦        ¦          ¦        ¦        ¦
   L--------------+-------+------------+--------+-----+------------+-----+--------+----------+--------+---------
   --------------------------------
       <*> Sub-Loan for the City of Vologda also includes an amount of
   1,000,000  USD  allocated for provision of fare  collection  system
   (Part A(4) of the Project).
   
   
   
   
   
   
                              SCHEDULE 3
                                   
                         AMORTIZATION SCHEDULE
   
   --------------------------------T--------------------------------¬
   ¦ Date Payment Due              ¦   Payment of Principal         ¦
   ¦                               ¦  (expressed in dollars) <*>    ¦
   +-------------------------------+--------------------------------¦
   ¦On each May 1 and November 1   ¦                                ¦
   ¦   beginning November 1, 2000  ¦                                ¦
   ¦   through November 1, 2011    ¦   13,710,000                   ¦
   ¦And on May 1, 2012             ¦   13,670,000                   ¦
   L-------------------------------+---------------------------------
   --------------------------------
       <*>  The  figures  in this column represent dollar  equivalents
   determined  as of the respective dates of withdrawal.  See  General
   Conditions, Sections 3.04 and 4.03.
   
                        PREMIUMS ON PREPAYMENT
   
       Pursuant  to  Section 3.04 (b) of the General Conditions",  the
   premium  payable  on the principal amount of any  maturity  of  the
   Loan  to  be  prepaid  shall be the percentage  specified  for  the
   applicable time of prepayment below:
   -------------------------------T----------------------------------¬
   ¦      Time of Prepayment      ¦            Premium               ¦
   +------------------------------+----------------------------------+
   ¦                              ¦The interest rate (expressed as a ¦
   ¦                              ¦percentage per annum) applicable  ¦
   ¦                              ¦to the Loan on the day of         ¦
   ¦                              ¦prepayment multiplied by:         ¦
   ¦Not more than three years     ¦             0.18                 ¦
   ¦    before maturity           ¦                                  ¦
   ¦More than three years but     ¦             0.35                 ¦
   ¦     not more than six years  ¦                                  ¦
   ¦     before maturity          ¦                                  ¦
   ¦More than six years but       ¦             0.65                 ¦
   ¦     not more than 11 years   ¦                                  ¦
   ¦     before maturity          ¦                                  ¦
   ¦More than 11 years but not    ¦             0.88                 ¦
   ¦     more than 15 years       ¦                                  ¦
   ¦     before maturity          ¦                                  ¦
   ¦More than 15 years before     ¦             1.00                 ¦
   ¦     maturity                 ¦                                  ¦
   L------------------------------+-----------------------------------
   
   
   
   
   
   
                              SCHEDULE 4
                                   
                 PROCUREMENT AND CONSULTANTS' SERVICES
   
                    Section I. PROCUREMENT OF GOODS
   
                                Part A
   
                                General
   
       Goods  shall  be procured in accordance with the provisions  of
   Section  I of the "Guidelines for Procurement under IBRD Loans  and
   IDA   Credits"  published  by  the  Bank  in  January   1995   (the
   Guidelines)  and  the  following  provisions  of  this  Section  as
   applicable.
   
                                Part В
   
                   International Competitive Bidding
   
       1.  Except  as  otherwise provided in Part С of  this  Section,
   goods shall be procured under contracts awarded in accordance  with
   the  provisions of Section II of the Guidelines and paragraph 5  of
   Appendix 1 thereto.
       2. The following provisions shall apply to goods to be procured
   under  contracts  awarded  in accordance  with  the  provisions  of
   paragraph l of this Part B.
       (a) Grouping of Contracts
       Contracts  for Part С of the Project shall be procured  in  two
   procurement groups, each group estimated to cost the equivalent  of
   25,000,000   USD.  No  bids  shall  be  invited  for   the   second
   procurement   group  until  the  condition  of   the   Autosnabsbyt
   Subsidiary  Loan Agreement referred to in Section 3.01 (d)  ,  (iv)
   of this Agreement shall have been fulfilled.
       (b) Preference for domestically manufactured goods
       The  provisions  of paragraphs 2.54 and 2.55 of the  Guidelines
   and  Appendix  2 thereto shall apply to goods manufactured  in  the
   territory of the Borrower.
   
                                Part C
                                   
                     Other Procurement Procedures
   
       1. Limited International Bidding
       Goods,  which  the  Bank agrees can only be  purchased  from  a
   limited  number of suppliers, up to an aggregate amount  equivalent
   to  22,000,000  USD,  may be procured under  contracts  awarded  in
   accordance with the provisions of paragraph 3.2 of the Guidelines.
       2. International Shopping
       Goods  estimated to cost the equivalent of 300,000 USD or  less
   per  contract, and 10,000,000 USD equivalent in aggregate,  may  be
   procured  under  contracts awarded on the  basis  of  international
   shopping  procedures in accordance with the provisions of paragraph
   3.6 of the Guidelines.
       3. National Shopping
       Goods  estimated to cost the equivalent of 50,000 USD  or  less
   per  contract,  and 6,100,000 USD equivalent in the aggregate,  may
   be  procured  under  contracts awarded on  the  basis  of  national
   shopping   procedures  in  accordance  with   the   provisions   of
   paragraphs 3.5 and 3.6 of the Guidelines.
       4. Direct Contracting
       Goods,  which  are of proprietary nature and costing  1,900,000
   USD  equivalent  in  the  aggregate, may,  with  the  Bank's  prior
   agreement,  be  procured  in  accordance  with  the  provisions  of
   paragraph 3.7 of the Guidelines.
   
                                Part D
                                   
              Review bv the Bank of Procurement Decisions
   
       1. Procurement Planning
       Prior  to  the  issuance of any invitations to  prequalify  for
   bidding or to bid for contracts, the proposed procurement plan  for
   the  Project  shall  be furnished to the Bank for  its  review  and
   approval,  in  accordance with the provisions  of  paragraph  1  of
   Appendix  1  to the Guidelines. Procurement of all goods  shall  be
   undertaken  in accordance with such procurement plan as shall  have
   beer,  approved  by  the  Bank, and with  the  provisions  of  said
   paragraph 1.
       2. Prior Review
       With respect to:
           (i) all  contracts  for  goods  awarded in accordance with
       procedures under Part B; and
           (ii) all  contracts  awarded in accordance with procedures
       under  Parts  C.1  and  C.4,  the  procedures  set  forth   in
       paragraphs 2  and  3  of  Appendix  1  to the Guidelines shall
       apply.
       3. Post Review
       With  respect to each contract not governed by paragraph  2  of
   this  Part,  the procedures set forth in paragraph 4 of Appendix  1
   to the Guidelines shall apply.
       4.  Paragraph  3  of  Appendix 1 to  the  Guidelines  shall  be
   modified  to the effect that the figure of 20% is hereby  specified
   for purposes of said paragraph.
   
                 Section II. EMPLOYMENT OF CONSULTANTS
   
       1.  Consultants's  services shall be procured  under  contracts
   awarded  in  accordance with the provisions of the "Guidelines  for
   the  Use  of Consultants by World Bank Borrowers and by  the  World
   Bank  as  Executing Agency" published by the Bank  in  August  1981
   (the  Consultant Guidelines). For complex, time-based  assignments,
   the  Borrower  shall employ such consultants under contracts  using
   the  standard form of contract for consultants' services issued  by
   the  Bank,  with  such modifications thereto  as  shall  have  been
   agreed  by  the Bank. Where no relevant standard contract documents
   have  been  issued by the Bank, other standard forms acceptable  to
   the Bank shall be used.
       2.  Notwithstanding  the  provisions of  paragraph  1  of  this
   Section,  the  provisions  of the Consultant  Guidelines  requiring
   prior  Bank  review or approval of budgets, short lists,  selection
   procedures,  letters of invitation, proposals,  evaluation  reports
   and  contracts shall not apply to: (a) contracts for the employment
   of  consulting  firms  estimated to  cost  less  than  100,000  USD
   equivalent  each, or (b) contracts for the employment of individual
   consultants  estimated  to  cost less than  50,000  USD  equivalent
   each.  However, said exception to prior Bank review shall not apply
   to:  (a)  the  terms  of  reference for such contracts,  b)  single
   source  selection  of  consulting firms, (c) to  assignments  of  a
   critical  nature,  as reasonably determined by  the  Bank,  (d)  to
   amendments  to  contracts for the employment  of  consulting  firms
   raising  the contract value to 100,000 USD equivalent or above,  or
   (e)  amendments  to  contracts  for the  employment  of  individual
   consultants raising the contract value to 50,000 USD.
   
   
   
   
   
   
                              SCHEDULE 5
                                   
                        IMPLEMENTATION PROGRAM
   
       1.  The Borrower shall maintain the UTPCC within the MOT  which
   shall  be responsible for Project policy decisions and coordination
   with the Participating Cities.
       2.  The Borrower shall maintain PID within the MOT which  shall
   be   headed  by  the  Project  Director  whose  qualifications  and
   experience  shall be satisfactory to the Bank; and which  shall  be
   staffed and shall operate in accordance with the guidelines  agreed
   between  the  Borrower  and the Bank. The PID  shall  take  overall
   responsibility for the project implementation.
       3. The Borrower shall:
       (a)  maintain policies and procedures adequate to enable it  to
   monitor  and  evaluate  on  an ongoing basis,  in  accordance  with
   indicators  satisfactory  to the Bank,  the  carrying  out  of  the
   Project and the achievement of the objectives thereof; and
       (b) not later than November 1, 1996, shall review with the Bank
   the  progress made in the implementation of the Project, and  shall
   take  all necessary measures to execute the actions identified  and
   agreed upon between the Bank and the Borrower during such review.
       4.  The  Borrower  shall trace and assess the  effect  of  fare
   exemptions for passengers of the urban transport companies  on  the
   financial  viability of urban transport companies,  and,  based  on
   the   results   of  such  assessment,  shall  undertake   measures,
   including  those at the federal level, aimed at reducing exemptions
   and   increasing  the  cost  recovery  ratio  of  urban   transport
   companies.
   
   
   
   
   
   
                              SCHEDULE 6
                                   
                            SPECIAL ACCOUNT
   
       1. For the purposes of this Schedule:
       (a) the term "eligible Categories" means Categories (1) and (2)
   set  forth  in  the  table in paragraph l of  Schedule  l  to  this
   Agreement;
       (b) the term "Authorized Allocation" means an amount equivalent
   to  3,000,000  USD  to  be  withdrawn from  the  Loan  Account  and
   deposited into the Special Accounts pursuant to paragraph 3 (a)  of
   this  Schedule,  provided,  however, that  unless  the  Bank  shall
   otherwise agree, the Authorized Allocation shall be limited  to  an
   amount equivalent to 500,000 USD until the aggregate amount of  all
   withdrawals  from  the Loan Account plus the total  amount  of  all
   outstanding  special commitments entered into by the Bank  pursuant
   to  Section  5.02 of the General Conditions shall be  equal  to  or
   exceed the equivalent of 10,000,000 USD.
       2.   Payments  out  of  the  Special  Account  shall  be   made
   exclusively  for  eligible  expenditures  in  accordance  with  the
   provisions of this Schedule.
       3. After the Bank has received evidence satisfactory to it that
   the  Special  Account  has  been duly opened,  withdrawals  of  the
   Authorized  Allocation and subsequent withdrawals to replenish  the
   Special Account shall be made as follows:
       (a)  For withdrawals of the Authorized Allocation, the Borrower
   shall  furnish to the Bank a request or requests for  deposit  into
   Special  Account of an amount or amounts determined by the Bank  to
   be  required  to  pay  for eligible expenditures  during  the  four
   months following the date of each such request, which amount  shall
   not  exceed  the aggregate amount of the Authorized Allocation.  On
   the  basis  of such request or requests, the Bank shall, on  behalf
   of  the  Borrower, withdraw from the Loan Account and deposit  into
   the  Special Account such amount or amounts as the Bank shall  have
   determined to be so required.
           (b) (i)  For  replenishment  of  the  Special Account, the
       Borrower  shall furnish to the Bank requests for deposits into
       the  Special  Account  at  such  intervals  as  the Bank shall
       specify.
           (ii) Prior to or at the time of  each  such  request,  the
       Borrower  shall  furnish  to  the Bank the documents and other
       evidence required pursuant to paragraph 4 of this Schedule for
       the  payment  or payments in respect of which replenishment is
       requested.  On the basis of each such request, the Bank shall,
       on behalf of the Borrower,  withdraw from the Loan Account and
       deposit into the Special Accounts such amount as the  Borrower
       shall  have  requested  and  as  shall have been shown by said
       documents and other evidence to have  been  paid  out  of  the
       Special Account for eligible expenditures.
       All  such deposits shall be withdrawn by the Bank from the Loan
   Account  under  the  respective eligible  Categories,  and  in  the
   respective  equivalent  amounts, as shall have  been  justified  by
   said documents and other evidence.
       4.  For  each  payment made by the Borrower out of the  Special
   Account,  the  Borrower  shall, at such  time  as  the  Bank  shall
   reasonably  request, furnish to the Bank such documents  and  other
   evidence  showing  that  such  payment  was  made  exclusively  for
   eligible expenditures.
       5.  Notwithstanding  the  provisions of  paragraph  3  of  this
   Schedule,  the Bank shall not be required to make further  deposits
   into the Special Account:
       (a)  if,  at any time, the Bank shall have determined that  all
   further  withdrawals should be made by the Borrower  directly  from
   the Loan Account in accordance with the provisions of Article V  of
   the  General Conditions and paragraph (a) of Section 2.02  of  this
   Agreement;
       (b)  if the Borrower shall have failed to furnish to the  Bank,
   within  the  period of time specified in Section 4.01 (b)  (ii)  of
   this  Agreement, any of the audit reports required to be  furnished
   to  the  Bank pursuant to said Section in respect of the  audit  of
   the records and accounts for the Special Account;
       (c)  if, at any time, the Bank shall have notified the Borrower
   of  its  intention to suspend in whole or in part the right of  the
   Borrower to make withdrawals from the Loan Account pursuant to  the
   provisions of Section 6.02 of the General Conditions; or
       (d) once the total unwithdrawn amount of the Loan allocated  to
   the  eligible  categories,  less  the  amount  of  any  outstanding
   special  commitment  entered into by the Bank pursuant  to  section
   5.02  of the General Conditions with respect to the Project,  shall
   be  equal  the  equivalent of twice the amount  of  the  Authorized
   Allocation.
       Thereafter,  withdrawal from the Loan account of the  remaining
   unwithdrawn   amount  of  the  Loan  allocated  to   the   eligible
   Categories  shall follow such procedures as the Bank shall  specify
   by  the  notice to the Borrower. Such further withdrawals shall  be
   made  only  after and to the extent that the Bank shall  have  been
   satisfied  that  all  such  amounts remaining  on  deposit  in  the
   Special  Account as of the date of such notice will be utilized  in
   making payments for eligible expenditures.
       6.  (a) If the Bank shall have determined at any time that  any
   payment out of the Special Account:
           (i) was  made  for  an  expenditure  or  in  an amount not
       eligible pursuant to paragraph 2 of this Schedule; or
           (ii) was  not  justified  by the evidence furnished to the
       Bank, the  Borrower shall, promptly upon notice from the Bank:
       (A) provide  such additional evidence as the Bank may request;
       or  (B)  deposit  into  the  Special  Account (or, if the Bank
       shall  so  request, refund to the Bank) an amount equal to the
       amount  of such payment or the portion thereof not so eligible
       or  justified.  Unless  the  Bank  shall  otherwise  agree, no
       further  deposit by the Bank into the Special Account shall be
       made  until  the  Borrower  has provided such evidence or made
       such deposit or refund, as the case may be.
       (b)  If  the  Bank shall have determined at any time  that  any
   amount  outstanding in the Special Account will not be required  to
   cover  further  payments  for eligible expenditures,  the  Borrower
   shall, promptly upon notice from the Bank, refund to the Bank  such
   outstanding amount.
       (c)  The Borrower may, upon notice to the Bank, refund  to  the
   Bank  all  or  any portion of the funds on deposit in  the  Special
   Account.
       (d)  Refunds to the Bank made pursuant to paragraphs 6 (a), (b)
   and  (c) of this Schedule shall be credited to the Loan Account for
   subsequent  withdrawal or for cancellation in accordance  with  the
   relevant  provisions  of  this  Agreement,  including  the  General
   Conditions.
   
   
   
   
   
   
                              SCHEDULE 7
                                   
                            PRINCIPAL TERMS
             AND CONDITIONS OF SUBSIDIARY LOAN AGREEMENT'S
   
       The following terms and conditions shall apply for purposes  of
   the  Subsidiary  Loan Agreements entered into pursuant  to  Section
   3.02 (b) of this Agreement:
   
                                Part A
                                   
                                 Terms
   
       1.  The  principal amount of each sub-loan to  a  Participating
   City (the Participating City Sub-Loan) shall be denominated and  be
   the  equivalent in dollars (determined as of the date or respective
   dates  of  withdrawal from the Loan Account or payment out  of  the
   Special  Account)  of the value of the currency  or  currencies  so
   withdrawn or paid on account of goods or services financed  out  of
   the proceeds of the Loan.
       2.  The  Participating City shall pay interest on the principal
   amount   of   the   Participating  City  Sub-Loan   withdrawn   and
   outstanding  from  time  to time, at a  floating  rate  up  to  the
   equivalent  of 200 basis points above the interest rate  determined
   in   accordance  with  the  provisions  of  Section  2.05  of  this
   Agreement.
       3.  The  amount  of  the Participating City Sub-Loan  shall  be
   repaid  by  the  Participating City over a  term  of  fifteen  (15)
   years, inclusive of a grace period of five (5) years.
   
                                Part В
                                   
            Obligations to Carry Out the Project Activities
   
       1.  The Participating City shall declare its commitment to  the
   objectives  of the Project as set forth in Schedule 2 to  the  Loan
   Agreement,  and, to this end, shall carry out, with the  Borrower's
   assistance,  the  activities related to the Participating  City  as
   described  in  Part  A  of  the  Project  with  due  diligence  and
   efficiency  and  in  conformity  with  appropriate  administrative,
   financial  and engineering practices, and shall provide,  or  cause
   to   be  provided,  promptly  as  needed,  the  funds,  facilities,
   services and other resources required for Part A of the Project.
       2.   The   Participating  City  shall  duly  perform  all   its
   obligations  under  the Subsidiary Loan Agreement.  Except  as  the
   Bank  shall otherwise agree, the Participating City shall not  take
   or  concur  in any action which would have the effect of  amending,
   abrogating,  assigning or waiving the Subsidiary Loan Agreement  or
   any provision thereof.
       3.  (a)  The  Participating City shall, at the request  of  the
   Bank,  exchange views with the Bank with regard to the progress  of
   Part  A  of  the Project, the performance of its obligations  under
   this  Agreement and under the Subsidiary Loan Agreement, and  other
   matters relating to the purposes of the Loan.
       (b)  The  Participating City shall promptly inform the Bank  of
   any  condition which interferes or threatens to interfere with  the
   progress  of  Part  A  of  the Project, the accomplishment  of  the
   purposes of the Loan, or the performance by the Participating  City
   of its obligations under the Subsidiary Loan Agreement.
   
                                Part С
                                   
                          Financial Covenants
   
       1.  (a)  The Participating City 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  Part  A  of  the  Project   of   the
   departments  or agencies of the Participating City responsible  for
   carrying out Part A of the Project.
       (b) The Participating City shall:
           (i) have  the    records   and   accounts   referred to in
       paragraph (a) of this Section for each fiscal year;
           (ii) furnish to the Bank and to the  Borrower  as  soon as
       available, but in any case not later than six months after the
       end of each such year,  the  reports  containing  records  and
       accounts referred to in paragraph (a) of this Section, of such
       scope and in such detail as the  Bank  shall  have  reasonably
       requested; and
           (iii) furnish to the Bank and to the  Borrower  such other
       information  concerning  said records and accounts as the Bank
       shall from time to time reasonably request.
       2.   (a)  Except  as  the  Bank  shall  otherwise  agree,   the
   Participating City shall cause the transport companies  to  achieve
   and  maintain  a  ratio of total revenues to  its  total  operating
   expenses of not lower than 35 per cent by December 1, 1995; and  40
   percent by March 31, 1996.
       (b) For the purposes of this Section:
           (i) The  term "total  revenues"  means  revenues  from all
       sources  related  to  operations,  but  excluding   subsidies,
       received  by  the transport companies during the preceding six
       months.
           (ii) The  term  "total  operating  expenses"   means   all
       expenses  related  to  operations,  including  administration,
       adequate  maintenance, taxes  and  payments  in  lieu of taxes
       payments,  but  excluding  provision  for  depreciation, other
       non-cash operating charges  and  interest and other charges on
       debt, incurred by the transport companies during the preceding
       six months, and adjusted for inflation.
   
                                Part D
   
                       Implementation Conditions
   
       1.  Not  later than June 1, 1995, the Participating City  shall
   appoint   the   Project  Manager  with  such   qualifications   and
   experience  satisfactory to the Bank, who shall be responsible  for
   administration of the activities to be carried out under part A  of
   the  Project  and  coordination with  the  Borrower's  implementing
   agencies.
       2. The Participating City shall cooperate fully with the MOT as
   an  executing  agency to ensure that the purposes  of  the  Project
   will  be  accomplished.  For this purpose, the  Participating  City
   shall  nominate  its  representative to the  UTPCC  as  defined  in
   Section 1.02 (j) of this Agreement.
       3.  Not later than June 30, 1997, the Participating City  shall
   carry  out a financial and economic review of its transport  system
   to  determine  the  least  cost mode and the  least  cost  type  of
   vehicles within each mode.
       4.  The  Participating City shall inform  the  Bank  about  any
   investment  project  for its transport system  which  significantly
   affects  the  financial  situation of the Participating  City,  and
   shall  inform  the  Bank  of the results  of  relevant  feasibility
   studies  in  order  to  enable  the Bank  to  provide  its  opinion
   regarding the project.
       5.  Not  later than June 1, 1996, the Participating City  shall
   adopt an action plan, reviewed by PID and agreed with the Bank,  to
   introduce   contractual  arrangements  aiming  at   improving   the
   operating  efficiencies  of  transport  companies,  reducing  their
   costs and overall level of subsidies.
       6.  Not  later  than December 31, 1995, the Participating  City
   shall  complete divestiture of city bus operations from  inter-city
   bus operations.
       7. The Participating City shall take all the necessary measures
   to  support  provision of transport services by private individuals
   or  companies,  to  encourage wider provision  of  urban  transport
   services.
       8.  Not  later  than September 1, 1996, the Participating  City
   shall  prepare  plans  for  entering into contractual  arrangements
   with  entities  other  than transport companies  to  provide  urban
   transport services or auxiliary services.
   
   

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