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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.] (ЗАКЛЮЧЕНО В Г. МОСКВЕ 05.05.1995)

(по состоянию на 20 октября 2006 года)

<<< Назад

                                                                   
                                                  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  2.03(a) of the Loan Agreement and Sections 3.01  and  3.02
   of the Standard Terms and Conditions.
   
                Article III. EXECUTION OF THE PROJECT;
                   FINANCIAL AND OPERATIONAL MATTERS
   
                             Section 3.01
                                   
                  Other Affirmative Project Covenants
   
       In  addition to the general undertakings set forth in  Articles
   IV  and V of the Standard Terms and Conditions, the Borrower shall,
   unless the Bank shall otherwise agree:
       (a)  relend  the  proceeds  of the Loan  to  Komineft  under  a
   Subsidiary  Loan  Agreement, on terms "and conditions  which  shall
   have  been  approved  by  the  Bank and  which  shall  include  the
   following:
       (i) fourteen years maturity with three years grace period;
       (ii)  an interest rate as determined in Section 2.02(g) of this
   Agreement  plus  an  on-lending  premium  payable  to  the  Russian
   Federation of 0.75 (three quarters) of one percent per annum;
       (iii) the foreign exchange risk to be borne by Komineft;
       (iv)  Komineft's  maintenance of a 1.5 debt  service  ratio  as
   stipulated in Section 3.03(a) of the Project Agreement;
       (v)  Komineft  engaged  or  causes  to  engage  consultants  as
   stipulated in Section 2.05 of the Project Agreement;
       (vi)  production of final Project implementation report on  the
   Project  completion  date  describing  among  others  environmental
   situation in the oil spill area of the Project; and
       (vii) Komineft's undertaking to refrain from entering into  any
   agreements  including  but not limited to the  security  agreements
   envisaging  obligations  which may be superior  to  the  Subsidiary
   Agreement.
       (b) exercise its rights under the Subsidiary Loan Agreement  in
   such  manner  as to protect the interests of the Borrower  and  the
   Bank,  to comply with the provisions of the Loan Agreement, and  to
   accomplish the purposes of the Loan; and, except as the Bank  shall
   otherwise agree, the Borrower shall not assign, amend, abrogate  or
   the Subsidiary Loan Agreement or any provision thereof;
       (c) cause Komineft to perform in accordance with the provisions
   of  the  Project Agreement all the obligations of Komineft  therein
   set  forth,  including without limitation the obligations  relating
   to:
       (i)  procurement of goods, works and services for the  Project,
   as referred to in Section 2.03 of the Project Agreement;
       (ii)  establishment and operation of the Project Implementation
   Unit, as referred to in Section 2.04 of the Project Agreement;
       (iii)  employment  and  use of consultants  to  assist  in  the
   implementation  of the Project, as referred to in Section  2.05  of
   the Project Agreement;
       (iv)  preparation and submission of reports on matters relating
   to  the Project and to the Borrower's operations, as referred to in
   Section 2.06 of the Project Agreement;
       (v)   maintenance   of   procedures,  records   and   accounts,
   preparation  of  financial statements, auditing  of  the  same  and
   submission of them as audited to the Bank, and furnishing the  Bank
   with  any  other  relevant information relating to the  Project  or
   Komineft's  operations,  as referred to  in  Section  3.01  of  the
   Project Agreement;
       (vi)  compliance  with  all covenants regarding  financial  and
   operational aspects of the Project and Komineft, as referred to  in
   Sections 3.02, 3.03, 3.04, and 3.05 of the Project Agreement;
       (d) The Bank and the Borrower hereby agree that the obligations
   set  out  in  Section  4.02 of the Standard  Terms  and  Conditions
   including,  but  not  limited  to  insurance,  use  of  goods   and
   services,  plans  and  schedules, records and reports,  maintenance
   and  acquisition  of land, respectively shall  be  carried  out  by
   Komineft.
   
                 Article IV. SUSPENSION; ACCELERATION
                       OF MATURITY; CANCELLATION
   
                             Section 4.01
                                   
                              Suspension
   
       The following are specified as additional events for suspension
   of  the right of the Borrower to make drawdowns under the Loan, for
   the  purposes  of Section 7.01(a)(xiii) of the Standard  Terms  and
   Conditions:
       (a)   the   Statutes  of  Komineft  shall  have  been  amended,
   suspended,  abrogated, repealed, or waived, or control of  Komineft
   shall  have been transferred to parties other than the Borrower  in
   such a way as to affect materially and adversely the operations  or
   its  ability  to  carry out the Project or to perform  any  of  its
   obligations under the Project Agreement;
       (b)   Komineft  shall  have  failed  to  perform  any  of   its
   obligations under the Subsidiary Loan Agreement;
       (c)  the right of the Borrower to withdraw proceeds under  IBRD
   Loan Agreement shall have either
       (i)  failed to become effective by 30 June, 1995 or such  later
   date as the Bank may agree, or
       (ii)  been  suspended, cancelled or terminated in whole  or  in
   part, pursuant to the terms of IBRD Loan Agreement, or
       (iii) IBRD Loan shall have become due and payable prior to  the
   agreed maturity thereof; provided, however, that the provisions  of
   this  paragraph shall not apply if the Borrower establishes to  the
   satisfaction  of the Bank that adequate funds for the  Project  are
   available  to  the  Borrower  from  other  sources  on  terms   and
   conditions  consistent with the obligations of the  Borrower  under
   the Loan Agreement.
   
                             Section 4.02
                                   
                       Acceleration of Maturity
   
       The   following   are  specified  as  additional   events   for
   acceleration  of  maturity for the purposes of Section  7.06(f)  of
   the Standard Terms and Conditions:
       (a)  any  event  specified in Section 4.01(a) or 4.01(b)  shall
   have  occurred and shall have continued for Fifteen (15) days  from
   the date of such event;
       (b)  any  event  specified  under section  4.01(c)  shall  have
   occurred.
   
                       Article V. EFFECTIVENESS
   
                             Section 5.01
                                   
                 Conditions Precedent to Effectiveness
   
       The  following  are specified as additional conditions  to  the
   effectiveness  of  the Loan Agreement for the purposes  of  Section
   9.02(c) of the Standard Terms and Conditions:
       (a)  the  Subsidiary  Loan Agreement,  in  form  and  substance
   satisfactory  to  the  Bank,  has been executed  and  delivered  on
   behalf  of  the Borrower and Komineft and is legally  binding  upon
   both  parties and enforceable in accordance with its terms, subject
   only to the effectiveness of the Loan Agreement;
       (b) the IBRD Loan Agreement has been executed and delivered and
   all  conditions precedent to its effectiveness or to the  right  of
   the  Borrower to make withdrawals thereunder, except  only  to  the
   effectiveness of the Loan Agreement, have been fulfilled;
       (c)  Komineft is legally established and existing in accordance
   with all applicable laws and regulations and is authorised and  has
   received  all necessary licenses, consents or approvals,  including
   environmental  and land and subsoil use, to conduct its  operations
   and  to perform its obligations under the Project Agreement and the
   Subsidiary Loan Agreement.
   
                             Section 5.02
                                   
                             Legal Opinion
   
       (a)  For the purposes of Section 9.03(a) of the Standard  Terms
   and  Conditions, the opinion or opinions of counsel shall be  given
   on  behalf of the Borrower by the Minister of Justice or any  other
   authorized  Deputy  Minister  of Justice,  and  the  following  are
   specified  as an additional matters to be included in  the  opinion
   or opinions to be furnished to the Bank:
       (i) that the Subsidiary Loan Agreement has been duly authorised
   or  ratified  by, and delivered on behalf of, the Borrower  and  is
   legally  binding  upon the Borrower and enforceable  in  accordance
   with  its  terms,  subject only to the effectiveness  of  the  Loan
   Agreement; and
       (b)  For the purposes of Section 9.03(c) of the Standard  Terms
   and  Conditions, the opinion or opinions of counsel shall be  given
   on  behalf  of Komineft by a senior legal officer of Komineft,  and
   the  following  are  specified  as  an  additional  matters  to  be
   included in the opinion or opinions to be furnished to the Bank:
       (i) that the Subsidiary Loan Agreement has been duly authorised
   or  ratified  by,  and  delivered on behalf  of,  Komineft  and  is
   legally  binding  upon Komineft and enforceable in accordance  with
   its   terms,  subject  only  to  the  effectiveness  of  the   Loan
   Agreement.
   
                             Section 5.03
                                   
              Termination for Failure to Become Effective
   
       A  date  90  days  after  the date of this  Loan  Agreement  is
   specified for the effectiveness of the Loan Agreement for  purposes
   of Section 9.04 of the Standard Terms and Conditions.
   
                       Article VI. MISCELLANEOUS
   
                             Section 6.01
                                   
                                Notices
   
       The  following  addresses are specified  for  the  purposes  of
   Section 10.01 of the Standard Terms and Conditions:
       For the Borrower:
       Attention: Minister of Finance
       Ministry of Finance of the Russian Federation
       10 30 97 Moscow
       ul. Ilyinka 9
       Russian Federation
       Telephone: 00 7 095 925 24 66
       Telefax:   00 7 095 925 08 89
       Telex:     112008
       For the Bank:
       European Bank for Reconstruction and Development
       Attention: Operation Administration Unit
       One Exchange Square
       London EC2A 2EH
       England
       Telephone: (44-171) 338 6000
       Telefax:   (44-171) 338 6100
       Telex:     881 2161
   
                             Section 6.02
                                   
                            Fees and Costs
   
       The Borrower shall bear any professional, banking, transfer  or
   exchange fees and costs incurred in the preparation, execution  and
   registration   of  the  Loan  Agreement,  Project  Agreement,   the
   Guarantee Agreement, if any, and any related document.
       In  witness  whereof the parties hereto, acting  through  their
   duly authorised representatives, have caused the Loan Agreement  to
   be  signed  in four copies and delivered at London, England  as  of
   the day and year first above written.
   
                                              (Follow the signatories)
   
   
   
   
   
   
                              SCHEDULE 1
                                   
                      DESCRIPTION OF THE PROJECT
   
       1.  The purpose of the Project is to assist in stabilising  the
   oil  spill area along the Kharyaga-Usinsk pipeline prior to  spring
   thaw  to  minimise  the amount of oil released  during  runoff  and
   future  ecological damage in the Pechora river basin  continue  the
   clean  up  in  an environmentally appropriate way and minimise,  to
   the  extent  possible, damage to the impacted areas,  support  safe
   pipeline  operations in the near term and evaluate the need  for  a
   replacement  pipeline investment project for the longer  term,  and
   identify  and  implement other measures to mitigate against  future
   oil spills.
       2. The Project consists of the following Parts, subject to such
   modifications thereof as the Bank and the Borrower may  agree  upon
   from time to time:
   
                                Part A
                                   
                    Spill Containment and Clean-up:
   
       1.   Oil   containment   works,  including   site   assessment,
   construction of access roads, reinforcement of existing  dikes  and
   construction   of   new  dikes  and  other   structures   for   oil
   containment,  recovery  and processing of oil  where  possible  and
   presaging  of equipment for recovery of oil that will  be  released
   during spring flooding.
       2.  Oil  removal works, with the primary focus on  removing  as
   much  potentially mobile oil as possible at the existing oil  spill
   site followed by site restoration and remediation measures.
       3.  Establishment of an emergency response capability  for  oil
   releases  on  downstream  rivers,  including  monitoring  for   and
   collection  of  floating oil slicks, protection  of  water  intakes
   threatened by oil slicks, removal of stranded oil along  the  river
   banks,  mitigation of impacts resulting from oil  contamination  in
   the affected communities.
       4.  Establishment of an environmental monitoring and management
   program for the oil spill containment and clean-up activities.
       5.  Implementation of social assistance sub-projects  to  carry
   out,  emergency mitigation measures necessitated by the oil  spills
   in  affected  communities,  as  identified  with  state  farms  and
   communities  in  the area, including emergency  relief  for  public
   health,  water  supply interventions and provision  of  forage  for
   livestock and such other activities as approved by the Bank.
   
                                Part B
                                   
                        Pipeline Rehabilitation
   
       1.   Complete   the  construction  of  67.9  km  of   partially
   constructed pipeline in respect of replacement of the southern  and
   middle sections of the Kharyaga-Usinsk pipeline.
       2.  Carrying  out  of  an  integrity assessment  and  technical
   inspection   of  the  Kharyaga-Usinsk  pipeline,  and   repair   or
   replacement of pipeline segments as required.
       3.  Completion of water removal separation facilities to remove
   corrosive  bring  from  produced  oil  and  installation  of  other
   facilities   along   the  Kharyaga-Usinsk   pipeline   to   improve
   operations efficiency and reduce the risk of failures.
       4.  Establishment  of  a  pipeline  maintenance  and  emergency
   response  plan and provision of equipment and materials needed  for
   its implementation.
   
                                Part C
                                   
                                Studies
   
       1.  Carrying  out  of studies to review the pipeline  operating
   practices  of  Komineft  to  establish  guidelines  for  safe   and
   efficient pipeline operation, and to undertake feasibility  studies
   and   strategic   evaluation  of  options   for   future   pipeline
   investments.
       2.   Training  of  Komineft  personnel  in  oil  spill  counter
   measures,    emergency   response,   oil   field    and    pipeline
   rehabilitation.
       3.  Preparation  and execution of an environmental  and  social
   monitoring  program  and  strengthening of  the  institutional  and
   environmental  management  capacity of  Komineft  to  mitigate  the
   effects of oil spills.
       4.   Provision  of  monitoring  services  to  assist   in   the
   supervision  of works under Parts A.1 through A.3 and  B.1  of  the
   Project.
       The Project is expected to be completed by September 30, 1997.
   
   
   
   
   
   
                              SCHEDULE 2
                                   
                       CATEGORIES AND DRAWDOWNS
   
       1.  For the purposes of this Schedule the following terms shall
   have the following meanings:
       (a)  "foreign expenditures" means expenditures in the  currency
   of  any country other than that of the member for goods, works,  or
   services; and
       (b) "local expenditures" means expenditures in the currency  of
   the  member  for  goods,  works,  or  services  supplied  from  the
   territory  of  the member; provided, however, that if the  currency
   of  the  member is also that of another country from the  territory
   of  which  goods, works, or services are supplied, expenditures  in
   such currency for such goods, works or services shall be deemed  to
   be "foreign expenditures".
       2.  The table attached here 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.
       3.  The IBRD and the Bank will jointly finance, in the ratio of
   80/20 the following Categories of the Project:
           (i) Parts A.1 to A.3 and A.5 of the Project (Attachment to
       Schedule 2, Category (1) (3));
           (ii) Part B.1 (Attachment to Schedule 2, Category 2)); and
           (iii) Contingency relating to the Parts A.1 to A.3 and A.5
       and B.1 of the Project (Attachment to Schedule 2, Category 5)).
       4.  The  Bank  will  finance on a parallel basis  the  pipeline
   studies  (Part  C.1  of the Project) and IBRD  will  finance  on  a
   parallel  basis the remaining parts of the Project  which  are  the
   Parts  A.4, B.2, B.3, B.4, C.2, C.3 and C.4 whereby each  the  Bank
   and  IBRD  shall finance 100% of foreign expenditures of  contracts
   allocated to such parallel basis financing.
       5.  Each  disbursement jointly financed by IBRD  and  the  Bank
   pursuant  to  this Schedule shall be effected pari passu  from  the
   proceeds  of  the  IBRD  Loan  and  IBRD  Loan  in  an  approximate
   proportion of 4:1 respectively.
   
   
   
   
   
   
                                                            Attachment
                                                         to Schedule 2
   
   -------------------------T---------------------T-----------------¬
   ¦        Category        ¦       Amount        ¦% of Expenditures¦
   ¦                        ¦of the Loan Allocated¦ to be Financed  ¦
   ¦                        ¦in the Loan Currency ¦                 ¦
   ¦                        ¦    USD millions     ¦                 ¦
   +------------------------+---------------------+-----------------+
   ¦(1) Management of       ¦       USD  9.0      ¦20% of foreign   ¦
   ¦containment and clean up¦                     ¦expenditures     ¦
   ¦activities under        ¦                     ¦                 ¦
   ¦Parts A.1 through A.3 of¦                     ¦                 ¦
   ¦the Project             ¦                     ¦                 ¦
   +------------------------+---------------------+-----------------+
   ¦(2) Emergency pipeline  ¦       USD  2.9      ¦20% of foreign   ¦
   ¦replacement works       ¦                     ¦expenditures and ¦
   ¦Part B.1 of the Project ¦                     ¦15.4% of local   ¦
   ¦                        ¦                     ¦expenditures     ¦
   +------------------------+---------------------+-----------------+
   ¦(3) Social Expenditures ¦       USD  0.4      ¦20% of foreign   ¦
   ¦under Part A.5 of the   ¦                     ¦expenditures and ¦
   ¦Project                 ¦                     ¦15.4% of local   ¦
   ¦                        ¦                     ¦expenditures     ¦
   +------------------------+---------------------+-----------------+
   ¦(4) Consultants'        ¦       USD  5.0      ¦100% foreign     ¦
   ¦services under Part C.1 ¦                     ¦expenditures     ¦
   ¦of the Project          ¦                     ¦                 ¦
   ¦                        ¦                     ¦                 ¦
   +------------------------+---------------------+-----------------+
   ¦(5) Unallocated         ¦       USD  7.45     ¦                 ¦
   ¦(Contingency)           ¦                     ¦                 ¦
   +------------------------+---------------------+-----------------+
   ¦(6) Front-End Commission¦       USD  0.25     ¦                 ¦
   +------------------------+---------------------+-----------------+
   ¦TOTAL                   ¦       USD 25.0      ¦                 ¦
   L------------------------+---------------------+------------------
   
   

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