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СОГЛАШЕНИЕ МЕЖДУ РОССИЙСКОЙ ФЕДЕРАЦИЕЙ И МЕЖДУНАРОДНЫМ БАНКОМ РЕКОНСТРУКЦИИ И РАЗВИТИЯ О ЗАЙМЕ ДЛЯ ФИНАНСИРОВАНИЯ ПРОЕКТА ПО УПРАВЛЕНИЮ ОКРУЖАЮЩЕЙ СРЕДОЙ (LOAN NUMBER 3806 RU) [АНГЛ.] (ЗАКЛЮЧЕНО В Г. ВАШИНГТОНЕ 06.02.1995)

(по состоянию на 20 октября 2006 года)

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                                                  Loan Number 3806 RU
   
                             LOAN AGREEMENT
                   (ENVIRONMENTAL MANAGEMENT PROJECT)
              BETWEEN RUSSIAN FEDERATION AND INTERNATIONAL
                        BANK FOR RECONSTRUCTION
                            AND DEVELOPMENT
   
                        (Washington, 6.II.1995)
   
       Agreement, dated February 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 Borrower intends to continue its discussions  with the
   Swiss  Ministry of Foreign Economic Relations regarding a grant to
   the Borrower in the amount of 10 million Swiss  Francs  to  assist
   the   Borrower  in  the  fulfillment  of  the  objectives  of  the
   Borrower's Environmental Framework Program; and
       (C) The  Borrower  intends to establish the National Pollution
   Abatement Facility (the  NPAF,  as  defined  in  this  Agreement),
   through  a  resolution  of  the Borrower,  in accordance with this
   Agreement, and appoint the NPAF to carry out Part B of the Project
   with the Borrower's assistance, as provided in this Agreement;
       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 (1) and a new sub-paragraph (k) is added to read:
       "(k) An extraordinary situation shall have arisen under  which
   any  further withdrawals under the Loan would be inconsistent with
   the provisions of Article III, Section 3 of the Bank's Articles of
   Agreement."
       Section 1.02.  Unless  the  context  otherwise  requires,  the
   several  terms  defined  in  the  General  Conditions  and  in the
   Preamble to this Agreement have the  respective  meanings  therein
   set  forth  and  the following additional terms have the following
   meanings:
       (a) "Advance   Agreement"   means  any  agreement  between the
   Borrower and a proposed Sub-borrower,  entered  into  pursuant  to
   Section 3.3 (d) of this Agreement, as the same may be amended from
   time  to  time,  concerning  an  Investment  Project   Preparation
   Advance;
       (b) "CPPI" means the Borrower's Center for Project Preparation
   and  Implementation,  a non-commercial organization founded by the
   MEPNR pursuant to MEPNR Order No. 247, dated December 2, 1993, and
   duly   registered  on  December  30,  1993,  by  the  Division  on
   Registration of Noncommercial Organizations,  Department of Social
   and Political Relations, Municipal Government of Moscow;
       (c) "CPPI Statutes" means the statutes,  decision, charter, or
   other founding instruments of the CPPI,  including any  legal  and
   regulatory  enactments  upon which such instruments are based,  in
   existence as of the day and year of this Agreement;
       (d) "CPPI  Supervisory  Board"  means the supervisory board of
   the  CPPI  consisting  of  representatives   of   the   Borrower's
   ministries  and  agencies,  and  chairpersons  of  the supervisory
   committees of Project subcomponents,  and responsible for  overall
   coordination and monitoring of the Project;
       (e) "Investment  Project"  means  a  high  priority   resource
   recovery / pollution abatement project selected in accordance with
   the procedures and eligibility criteria set forth  in  Sections  A
   and  B  of Schedule 7 to this Agreement and proposed to be carried
   out by a Sub-borrower utilizing the proceeds of the NPAF Sub-loan;
       (f) "Investment  Project  Preparation Advance" means a foreign
   currency advance made or proposed to be made by the Borrower,  out
   of the proceeds of the Loan,  pursuant to Section 3.03 (c) and (d)
   of this Agreement,  to a proposed Sub-borrower for the preparation
   of  technical,  environmental,  financial,  and  legal information
   concerning a proposed Investment Project;
       (g) "MEPNR"  means  the  Borrower's  Ministry of Environmental
   Protection and Natural Resources;
       (h) "MOF" means the Borrower's Ministry of Finance;
       (i) "NPAF" means the National Pollution Abatement Facility  to
   be  established  by  the  Borrower pursuant to Section 3.03 (a) of
   this Agreement;
       (j) "NPAF  Account"  means a separate bank account established
   and maintained by the Borrower on terms and conditions  set  forth
   in Section 4.02 of this Agreement;
       (k) "NPAF Sub-loan" means a foreign currency sub-loan made  or
   proposed to be made by the Borrower, pursuant to a Subsidiary Loan
   Agreement,  out of the proceeds of the Loan to a Sub-borrower  for
   an Investment Project;
       (l) "NPAF  Supervisory  Board"  means  the  supervisory  board
   responsible for consideration and approval of Investment Projects,
   established  pursuant  to  the  Resolution   and   consisting   of
   representatives  of  the  relevant  ministries and agencies of the
   Borrower;
       (m) "Operating Instructions" means instructions containing the
   operating procedures and policies of the NPAF, adopted pursuant to
   Section 3.03 (h) of this Agreement;
       (n) "Project   Preparation   Advance"   means   the    project
   preparation  advance  granted by the Bank to the Borrower pursuant
   to an exchange of letters,  dated January 14,  1993, and March 31,
   1993, between the Bank and the Borrower;
       (o) "Resolution" means the resolution or resolutions,  and all
   attachments  thereto,  adopted by the Borrower pursuant to Section
   3.03 (a) of this Agreement,  as the same may be amended from  time
   to time in agreement with the Bank;
       (p) "Special Account" means the account referred to in Section
   2.02 (b) of this Agreement;
       (q) "Sub-borrower" means an enterprise or entity  selected  in
   accordance  with  the  procedures set forth in Sections A and B of
   Schedule 7 to this Agreement to carry out an  Investment  Project;
   and
       (r) "Subsidiary Loan Agreement" means  any  agreement  between
   the Borrower and a Sub-borrower,  entered into pursuant to Section
   3.03 (f) of this Agreement,  as the same may be amended from  time
   to time,  concerning the financing of an Investment Project by the
   Borrower,  and such term includes all schedules to such Subsidiary
   Loan Agreement.
   
                               Article II
   
                                The Loan
   
       Section 2.01.  The Bank agrees to lend to the Borrower, on the
   terms  and  conditions  set  forth  or  referred  to  in  the Loan
   Agreement,  various currencies that shall have an aggregate  value
   equivalent  to  the  amount  of  one  hundred  ten million dollars
   (110,000,000 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:
           (i) amounts paid (or if the Bank shall  so  agree,  to  be
       paid)  by the Borrower on account of withdrawals made by a Sub
       borrower under a NPAF Sub-loan to meet the reasonable cost  of
       goods  and  services  required  for  the Investment Project in
       respect of which the  withdrawal  from  the  Loan  Account  is
       requested; and
           (ii) expenditures made (or, if the Bank shall so agree, to
       be  made)  in  respect  of  the  reasonable  cost of goods and
       services required under Parts A, B(1) and C of the Project and
       to be financed out of the proceeds of the Loan.
       (b) The Borrower shall,  for the purposes of the Project, open
   and maintain in Dollars a special 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 percent (3/4 of 1%) per
   annum  on the principal amount of the Loan not withdrawn from time
   to time.
       Section 2.05.  (a)  The  Borrower  shall  pay  interest on the
   principal amount of the Loan withdrawn and outstanding  from  time
   to  time,  at a rate for each Interest Period equal to the Cost of
   Qualified  Borrowings  determined  in  respect  of  the  preceding
   Semester, plus one-half of one percent (1/2 of 1%). On each of the
   dates specified in Section 2.06 of this  Agreement,  the  Borrower
   shall  pay  interest  accrued  on the principal amount outstanding
   during the preceding  Interest  Period,  calculated  at  the  rate
   applicable during such Interest Period.
       (b) As soon as practicable after the end of each Semester, the
   Bank shall notify the Borrower of the Cost of Qualified Borrowings
   determined in respect of such Semester.
       (c) For the purposes of this Section:
           (i) "Interest Period" means a six-month period  ending  on
       the  date immediately preceding each date specified in Section
       2.06 of this Agreement,  beginning with the Interest Period in
       which this Agreement is signed.
           (ii) "Cost of Qualified Borrowings"  means  the  cost,  as
       reasonably   determined   by  the  Bank  and  expressed  as  a
       percentage per annum,  of the outstanding  borrowings  of  the
       Bank drawn down after June 30, 1982, excluding such borrowings
       or portions thereof as the Bank has allocated to fund:
               (A) the Bank's investments; and
               (B) loans which may be made by the Bank after July  1,
           1989  bearing  interest rates determined otherwise than as
           provided in paragraph (a) of this Section.
           (iii) "Semester"  means the first six months or the second
       six months of a calendar year.
       (d) On  such  date as the Bank may specify by no less than six
   months' notice to the Borrower,  paragraphs (a), (d) 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 March 1 and September 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.  The  Borrower  declares  its  commitment to the
   objectives of the Project as set  forth  in  Schedule  2  to  this
   Agreement,  and,  to this end shall carry out the Project with due
   diligence  and  efficiency  and  in  conformity  with  appropriate
   administrative,  financial, environmental and commercial practices
   and shall provide,  promptly as  needed,  the  funds,  facilities,
   services and other resources required for the Project.
       Section 3.02.  Without limitation or restriction upon  any  of
   its  other  obligations  under  the  Loan Agreement,  the Borrower
   shall,  except as the Borrower and the Bank shall otherwise agree,
   carry  out  the  Project  in  accordance  with  the Implementation
   Program set forth in Schedule 5 to this Agreement.
       Section 3.03.  Without  limitation  or restriction upon any of
   its other obligations under the Loan Agreement and except  as  the
   Borrower  and the Bank shall otherwise agree,  the Borrower shall,
   for the purpose of carrying out Part B of the Project:
       (a) adopt  a  resolution  (the Resolution) satisfactory to the
   Bank,  establishing the NPAF and authorizing the carrying  out  of
   Part  B of the Project in accordance with Schedules 5,  7 and 8 to
   this Agreement,  and including,  without limitation, the terms and
   conditions governing:
           (i) the use by the NPAF of Loan  proceeds  and  goods  and
       services financed by the Loan;
           (ii) the rights and responsibilities of  the  MOF,  MEPNR,
       NPAF Supervisory Board,  CPPI and other appropriate parties of
       the Borrower with respect to the NPAF;
           (iii) the NPAF Account;
           (iv) procedures,  eligibility  criteria  and   terms   and
       conditions related to the Investment Projects; and
           (v) maintenance and audit of records and accounts  of  the
       NPAF,  and  disclosure of information related to the NPAF,  in
       accordance with Article IV of this Agreement;
       (b) adopt   all   necessary   internal  legal  and  regulatory
   decisions  to  enable  NPAF  Sub-loans  and   Investment   Project
   Preparation Advances to be made out of the proceeds of the Loan to
   Sub-borrowers;
       (c) ensure  that,  unless  the  Bank  shall  otherwise  agree,
   Investment Project Preparation Advances will be made in accordance
   with the procedures and eligibility criteria set forth in Sections
   A and B of Schedule 8 to this Agreement;
       (d) ensure that each Investment Project Preparation Advance is
   made pursuant to an  advance  agreement  (the  Advance  Agreement)
   entered  into  between the Borrower and the proposed Sub-borrower,
   under terms and conditions which shall have been approved  by  the
   Bank  and which shall include,  without limitation,  the terms and
   conditions set forth in Section C of Schedule 8 to this Agreement;
       (e) ensure  that,  unless  the  Bank  shall  otherwise  agree,
   Investment Projects are selected and approved in  accordance  with
   the  procedures  and  eligibility criteria set forth in Sections A
   and B of Schedule 7 to this Agreement;
       (f) ensure  that  each  NPAF  Sub-loan  is  made pursuant to a
   subsidiary loan agreement (the Subsidiary Loan Agreement)  entered
   into  between  the Borrower and the Sub-borrower,  under terms and
   conditions which shall have been approved by the Bank, which shall
   include, without limitation, the terms and conditions set forth in
   Section C of Schedule 7 to this Agreement;
       (g) cause  each Sub-borrower to perform in accordance with the
   provisions of the respective Subsidiary Loan Agreement; and
       (h) ensure  that  the  NPAF  operates  pursuant  to  operating
   instructions (the Operating  Instructions),  satisfactory  to  the
   Bank,  which  shall contain a model Subsidiary Loan Agreement with
   terms and conditions set forth in Part C of  Schedule  7  to  this
   Agreement  and a model Advance Agreement with terms and conditions
   set forth in Part C of Schedule  8  to  this  Agreement,  and  the
   operating procedures of the NPAF, including such matters as:
           (i) project eligibility criteria;
           (ii) project  approval  and appraisal criteria,  including
       the Bank's right of prior review approval;
           (iii) staff and consultant responsibilities;
           (iv) procurement procedures;
           (v) auditing and reporting requirements;
           (vi) general terms and conditions of NPAF Sub-loans; and
           (vii) environmental guidelines.
       Section 3.04.  In order to facilitate the  efficient  carrying
   out of the Project, the Borrower shall ensure the operation of the
   CPPI with functions,  staffing,  including consultants,  and other
   resources satisfactory to the Bank.
       Section 3.05.  Except  as  the  Bank  shall  otherwise  agree,
   procurement  of the goods and consultants' services to be financed
   out of the proceeds of the Loan and required for:
       (i) Parts  A,  B(1)  and C of the Project shall be governed by
   the provisions of Schedule 4 to this Agreement; and
       (ii) Part  B(2)  of  the  Project  shall  be  governed  by the
   provisions of Schedule 9 to this Agreement.
   
                               Article IV
   
                     Financial and Other Covenants
   
       Section 4.01.  (a)  The Borrower shall maintain or cause to be
   maintained records and accounts adequate to reflect in  accordance
   with  sound  accounting  practices  the operations,  resources and
   expenditures of  the  departments  or  agencies  of  the  Borrower
   responsible for carrying out the Project or any part thereof.
       (b) The Borrower shall and shall cause relevant ministries and
   agencies  of the Borrower responsible for carrying out the Project
   or any part thereof to:
           (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 satisfactory to the Bank;
           (ii) furnish to the Bank as soon as available,  but in any
       case  not  later  than  four 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.
       Section 4.02.  (a) Except as the Bank shall  otherwise  agree,
   the Borrower shall,  in respect of any repayments of principal and
   advances,  payment of commitment fees, interest and other payments
   to  be made by the Sub-borrowers under their respective Subsidiary
   Loan Agreements and Advance Agreements, if applicable:
           (i) open,  by the date on which the Borrower shall receive
       the first such payment,  and thereafter maintain,  in  a  bank
       satisfactory  to the Bank,  a NPAF account (the NPAF Account),
       on  terms  and  conditions,  including  auditing   conditions,
       satisfactory to the Bank; and
           (ii) promptly  upon  receipt  of   such   repayments   and
       payments, credit the same to the NPAF Account.
       Each March 1 and September 1, the Borrower shall:
           (i) withdraw from the NPAF Account an amount equivalent to
       the amount of interest and  commitment  charge  due  from  the
       Borrower  to  the Bank under Article II of this Agreement with
       respect  to  NPAF  Sub-Loans  and,  if  no  such  amounts  are
       available  in  the NPAF Account,  the amounts due herein shall
       accrue for the benefit of the Borrower and be withdrawn out of
       the  NPAF  Account  at  such  time  as  sufficient  funds  are
       available in the NPAF Account;
           (ii) utilize  the amounts,  if any,  remaining in the NPAF
       Account following withdrawals under Section 4.02  (b)  (i)  of
       this  Agreement,  excluding  the  amounts  equivalent  to  the
       repayment of principal under the NPAF Sub-loans and Investment
       Project  Preparation  Advances,  for the operating expenses of
       the NPAF expected to be incurred during the next six months;
           (iii) utilize the amounts,  if any,  remaining in the NPAF
       Account following withdrawals under Section 4.02 (b)  (i)  and
       Section 4.02 (b) (ii) of this Agreement, excluding the amounts
       equivalent to  the  repayment  of  principal  under  the  NPAF
       Subloans  and  Investment  Project  Preparation  Advances,  as
       follows:
               (A) thirty percent (30%) shall be used by the Borrower
           for payments due from the Borrower to the Bank under  this
           Agreement; and
               (B) seventy percent (70%) shall be  available  to  the
           NPAF  for  loans to Russian subborrowers for high priority
           recovery / pollution abatement projects; and
           (iv) utilize  the amounts,  if any,  remaining in the NPAF
       Account following withdrawals  under  Section  4.02  (b)  (i),
       Section  4.02  (b)  (ii)  and  Section  4.02  (b) (ii) of this
       Agreement for loans and advances to Russian sub-borrowers  for
       high priority recovery / pollution abatement projects.
       (c) The Borrower shall select a bank satisfactory to the  Bank
   and   enter  into  an  arrangement,  under  terms  and  conditions
   satisfactory to the Bank,  with such  a  bank  to  administer  the
   Subloans and manage the NPAF Account.
   
                               Article V
   
                          Remedies of the Bank
   
       Section 5.01.  Pursuant to Section 6.02  (1)  of  the  General
   Conditions,  the following additional event is specified,  namely,
   that the Resolution or CPPI  Statutes  shall  have  been  amended,
   suspended,   abrogated,   repealed  or  waived  so  as  to  affect
   materially and adversely the ability of the NPAF to implement Part
   B of the Project.
       Section 5.02.  Pursuant to Section 7.01  (h)  of  the  General
   Conditions,  the following additional event is specified,  namely,
   that any event specified in Section 5.01 of this  Agreement  shall
   occur  and shall continue for a period of thirty days after notice
   thereof shall have been given by the Bank to the Borrower.
   
                               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  Resolution  and  all  other  actions   necessary   to
   implement  Part B of the Project,  including any actions necessary
   to authorize the CPPI to implement Part B  of  the  Project,  have
   been duly adopted by the Borrower; and
       (b) the core team of  consultants  necessary  to  perform  the
   executive, financial and operating duties related to the selection
   and  appraisal  of  Investment  Projects  has  been  selected  and
   consultants'  contracts  with  such consultants have been properly
   executed.
       Section 6.02.  The  following  is  specified  as an additional
   matter,  within the meaning of Section 12.02 (c)  of  the  General
   Conditions,  to  be  included  in  the  opinion  or opinions to be
   furnished to the Bank,  namely,  that the Resolution has been duly
   adopted  and  is  legally  binding upon the Borrower in accordance
   with its terms.
       Section 6.03.  The  date  ninety  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.  Except as provided  in  Section  2.08  of  this
   Agreement, the Minister of Finance or the First 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
       Moscow, Russia
                                            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
                                            97688 (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) NPAF Sub-loans       ¦  50,000,000      ¦100%               ¦
   ¦    under Part B(2) of   ¦                  ¦                   ¦
   ¦    the Project          ¦                  ¦                   ¦
   ¦                         ¦                  ¦                   ¦
   ¦(2) Investment Project   ¦   5,000,000      ¦100%               ¦
   ¦    Preparation Advance  ¦                  ¦                   ¦
   ¦    under Part B(2) of   ¦                  ¦                   ¦
   ¦    the Project          ¦                  ¦                   ¦
   ¦                         ¦                  ¦                   ¦
   ¦(3) Goods for Parts A,   ¦   6,700,000      ¦100% of foreign    ¦
   ¦    B(1) and C of the    ¦                  ¦expenditures,      ¦
   ¦    Project              ¦                  ¦100% of local      ¦
   ¦                         ¦                  ¦expenditures       ¦
   ¦                         ¦                  ¦(ex-factory cost)  ¦
   ¦                         ¦                  ¦and 75% of local   ¦
   ¦                         ¦                  ¦expenditures       ¦
   ¦                         ¦                  ¦for other items    ¦
   ¦                         ¦                  ¦procured locally   ¦
   ¦                         ¦                  ¦                   ¦
   ¦(4) Consultants'         ¦                  ¦                   ¦
   ¦    services and         ¦                  ¦                   ¦
   ¦    training:            ¦                  ¦                   ¦
   ¦                         ¦                  ¦                   ¦
   ¦    (a) for Parts A and  ¦  33,700,000      ¦100%               ¦
   ¦    C of the Project     ¦                  ¦                   ¦
   ¦                         ¦                  ¦                   ¦
   ¦    (b) for Part B(1)    ¦   3,800,000      ¦100%               ¦
   ¦    of the Project       ¦                  ¦                   ¦
   ¦                         ¦                  ¦                   ¦
   ¦(5) Incremental Recurrent¦   2,000,000      ¦100% of local      ¦
   ¦    Costs                ¦                  ¦expenditures       ¦
   ¦                         ¦                  ¦incurred up to     ¦
   ¦                         ¦                  ¦November 30, 1997, ¦
   ¦                         ¦                  ¦and 50% of local   ¦
   ¦                         ¦                  ¦expenditures       ¦
   ¦                         ¦                  ¦thereafter         ¦
   ¦                         ¦                  ¦                   ¦
   ¦(6) Refunding of         ¦     460,000      ¦Amounts due        ¦
   ¦    Project              ¦                  ¦pursuant to        ¦
   ¦    Preparation          ¦                  ¦Section 2.02 "c"   ¦
   ¦    Advance              ¦                  ¦of this Agreement  ¦
   ¦                         ¦                  ¦                   ¦
   ¦(7) Unallocated          ¦   8,340,000      ¦                   ¦
   +-------------------------+------------------+-------------------+
   ¦    TOTAL                ¦ 110,000,000      ¦                   ¦
   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;
       (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; and
       (c) the   term   "Incremental   Recurrent   Costs"  means  the
   incremental recurrent costs incurred for  Project  implementation,
   such  as  operating  costs,  vehicle and equipment maintenance and
   communications expenses.
       3. Notwithstanding the provisions of  paragraph  1  above,  no
   withdrawals  shall  be  made in respect of payments made for:
       (a) expenditures prior to the date of this Agreement;
       (b) any NPAF Sub-loan under Category  (1)  of  this  Schedule,
   unless:
           (i) the Operating Instructions  have  been  adopted  in  a
       manner satisfactory to the Bank;
           (ii) the Borrower has entered into an arrangement  with  a
       bank pursuant to Section 4.02 (c) of this Agreement; and
           (iii) the Investment Project concerned has  been  approved
       in accordance with the procedures, eligibility criteria and on
       the terms and conditions set  forth  in  Schedule  7  to  this
       Agreement; or
       (c) any Investment Project Preparation Advance under  Category
   2 of this Schedule, unless:
           (i) the Operating Instructions  have  been  adopted  in  a
       manner satisfactory to the Bank;
           (ii) the Borrower has entered into an arrangement  with  a
       bank pursuant to Section 4.02 (c) of this Agreement; and
           (iii) the Investment Project Preparation Advance concerned
       has   been   approved   in  accordance  with  the  procedures,
       eligibility criteria and on the terms and conditions set forth
       in Schedule 8 to this Agreement.
       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 consultants' services and training,
   and   incremental   recurrent   costs  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 to assist the Borrower to:
       (i) strengthen   and   streamline   federal    and    regional
   institutional structures for environmental management;
       (ii) improve  federal  and   regional   environmental   policy
   formulation and implementation;
       (iii) upgrade federal and  regional  environmental  management
   systems; and
       (iv) assist in  the  financing  of  economically  viable  high
   priority  resource  recovery / pollution abatement projects in the
   Russian Federation.
       The Project  is part of the Borrower's Environmental Framework
   Program and 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. TECHNICAL ASSISTANCE
   
                    1. Policy and Regulatory Support
   
       Strengthening of the Borrower's capacity to develop, implement
   and  enforce environmental policies and regulations on federal and
   regional levels (with focus on  Urals  and  Upper  Volga  regions)
   through the provision of consulting services, training and goods.
   
                     2. Environmental Epidemiology
   
       Strengthening of   federal    and    regional    environmental
   epidemiology  management  system,  with emphasis on the collection
   and analysis of environmental health data,  identification of  the
   most  urgent  problems  and development of appropriate federal and
   regional policies,  through the provision of consulting  services,
   training and goods.
   
             3. Water Quality and Water Resource Management
   
       Development and implementation of an integrated  planning  and
   regulatory  reform  program  on  federal and regional levels (with
   focus on the Upper Volga River basin,  the Urals  region  and  the
   North  Caucasus  region),  with  emphasis  on  the  improvement of
   drinking water supplies,  development of a prioritized  investment
   and  action  programs,  and development of water management policy
   issues, through the provision of consulting services, training and
   goods.
   
                     4. Hazardous Waste Management
   
       Development of a national  industrial  waste  data  management
   system  and development and demonstration of a regional regulatory
   hazardous  waste  management  system,  through  the  provision  of
   consulting services, training and goods.
   
                              Part B. NPAF
   
       Strengthening of financial  delivery  mechanisms  required  to
   address priority environmental management investment through:
       1) the establishment and operation of the NPAF; and
       2) financing   of  Investment  Projects  and  re-financing  of
   similar high priority recovery / pollution abatement projects.
   
                              Part C. CPPI
   
       Maintenance of  a   Center   for   Project   Preparation   and
   Implementation responsible for:
       (i) implementation   of  the  Project,  following  the  Bank's
   procurement,  disbursement,  accounting,  auditing  and  reporting
   requirements;
       (ii) facilitation of training activities under the Project;
       (iii) facilitation of overall Project coordination;
       (iv) dissemination of information to third  parties  regarding
   the environmental projects of the Borrower; and
       (v) interaction with other multilateral  funding  institutions
   and other funding agencies.
       The Project is expected to be completed by December 31, 1999.
   
   
   
   
   
   
                               SCHEDULE 3
   
                         AMORTIZATION SCHEDULE
   
   ------------------------------------T----------------------------¬
   ¦        Date Payment Due           ¦   Payment of Principal     ¦
   ¦                                   ¦(expressed in dollars) <*>  ¦
   +-----------------------------------+----------------------------+
   ¦On each March 1 and September 1    ¦                            ¦
   ¦                                   ¦                            ¦
   ¦   beginning March 1, 2000         ¦                            ¦
   ¦   through March 1, 2011           ¦           4,585,000        ¦
   ¦                                   ¦                            ¦
   ¦And on September 1, 2011           ¦           4,545,000        ¦
   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
   
                   International Competitive Bidding
   
       1. Except as provided in Parts B and C hereof,  goods shall be
   procured under contracts awarded  in  accordance  with  procedures
   consistent  with  those  set  forth  in  Sections  I and II of the
   "Guidelines for Procurement under  IBRD  Loans  and  IDA  Credits"
   published by the Bank in May 1992 (the Guidelines).
       2. For fixed-price contracts,  the invitation to bid  referred
   to  in  paragraph 2.13 of the Guidelines shall provide that,  when
   contract award is delayed beyond the original bid validity period,
   the  successful bidder's bid price will be increased for each week
   of delay by two predisclosed correction  factors  satisfactory  to
   the Bank, one to be applied to all foreign currency components and
   the other to the local currency component of the bid  price.  Such
   an increase shall not be taken into account in the bid evaluation.
       3. In the procurement of goods in accordance with this Part A,
   the  Borrower  shall  use  the relevant standard bidding documents
   issued by the Bank,  with such modifications thereto as  the  Bank
   shall have agreed to be necessary for the purposes of the Project.
   Where no relevant standard bidding documents have been  issued  by
   the Bank,  the Borrower shall use bidding documents based on other
   internationally recognized standard forms agreed with the Bank.
   
                                Part B
   
                 Preference for Domestic Manufacturers
   
       In the  procurement of goods in accordance with the procedures
   described in Part A.1 hereof,  goods manufactured in  the  Russian
   Federation  may  be  granted  a margin of preference in accordance
   with,  and subject to,  the provisions of paragraphs 2.55 and 2.56
   of  the  Guidelines  and  paragraphs  1  through  4  of Appendix 2
   thereto.
   
                                Part C
   
                      Other Procurement Procedures
   
       1. Items  or  groups  of items for goods estimated to cost the
   equivalent of 300,000 USD or less per contract, up to an aggregate
   amount   equivalent  to  2,330,000  USD,  may  be  procured  under
   contracts awarded on the basis of comparison of  price  quotations
   obtained  from  at  least  three  suppliers  from  at  least three
   different countries eligible under the Guidelines,  in  accordance
   with procedures satisfactory to the Bank.
       2. Items or groups of items for goods estimated  to  cost  the
   equivalent of 10,000 USD or less per contract,  up to an aggregate
   amount equivalent to 500,000 USD,  may be procured under contracts
   awarded  on  the  basis of comparison of price quotations obtained
   from at least three suppliers from the Russian Federation eligible
   under  the Guidelines,  in accordance with procedures satisfactory
   to the Bank.
   
                                Part D
   
              Review by the Bank of Procurement Decisions
   
       1. Review  of  invitations  to  bid and of proposed awards and
   final contracts:
       (a) With  respect to each contract for goods estimated to cost
   the equivalent of 100,000 USD or more, the procedures set forth in
   paragraphs  2  and  4 of Appendix I to the Guidelines shall apply.
   Where payments for such contract are to be made out of the Special
   Account,  such procedures shall be modified to ensure that the two
   conformed copies of the contract required to be furnished  to  the
   Bank  pursuant  to  said paragraph 2 (d) shall be furnished to the
   Bank prior to the making of the first payment out of  the  Special
   Account in respect of such contract.
       (b) With  respect  to  each  contract  not  governed  by   the
   preceding paragraph,  the procedures set forth in paragraphs 3 and
   4 of Appendix I to the Guidelines shall apply.  Where payments for
   such  contract  are  to  be made out of the Special Account,  said
   procedures shall be modified to  ensure  that  the  two  conformed
   copies  of  the  contract  together  with  the  other  information
   required to be furnished to the Bank pursuant to said paragraph  3
   shall  be  furnished  to  the  Bank  as part of the evidence to be
   furnished pursuant to paragraph 4 of Schedule 6 to this Agreement.
       (c) The provisions of the preceding subparagraph (b) shall not
   apply to contracts on account of which withdrawals from  the  Loan
   Account are to be made on the basis of statements of expenditure.
       2. The figure of 15%  is  hereby  specified  for  purposes  of
   paragraph 4 of Appendix I to the Guidelines.
   
                 Section II. EMPLOYMENT OF CONSULTANTS
   
       1. In order to assist the Borrower in the carrying out of  the
   Project,    the    Borrower   shall   employ   consultants   whose
   qualifications,  experience and terms and conditions of employment
   shall  be  satisfactory  to  the  Bank.  Such consultants shall be
   selected in accordance with principles and procedures satisfactory
   to  the  Bank  on  the  basis  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  as shall have been agreed by the
   Bank.  Where no relevant standard  contract  documents  have  been
   issued  by  the Bank,  the Borrower shall use other standard forms
   agreed with the Bank.
       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 contracts estimated to cost less
   than 100,000 USD equivalent each. However, this exception to prior
   Bank  review  shall  not  apply to the terms of reference for such
   contracts or to the employment of individuals,  to  single  source
   selection  of  firms,  to  assignments  of  a  critical  nature as
   reasonably determined by the Bank or to  amendments  of  contracts
   raising the contract value to 100,000 USD equivalent or above.
   
   
   
   
   
   
                               SCHEDULE 5
   
                         IMPLEMENTATION PROGRAM
   
         A. Overall Coordination and Management of the Project
   
       1. The MEPNR shall be responsible for  implementation  of  the
   Project.  The  overall  coordination and monitoring of the Project
   shall be the responsibility of the CPPI Supervisory Board.
       2. The   CPPI  shall  be  responsible  for,  inter  alia,  the
   following day-to-day activities related to Project implementation:
   procurement,   accounting,   disbursement,   auditing,  reporting,
   monitoring and evaluation of  activities  under  all  federal  and
   regional components of the Project, and preparation, appraisal and
   supervision of Investment Projects.  The CPPI shall be assisted by
   consultants   providing   procurement,  financial  management  and
   information systems,  and general  project  advice  and  services,
   project  performance  and  progress  evaluation,  and  sub-project
   investment services.  The CPPI  shall  liaise  with  international
   donors,  Borrower's  ministries  and  agencies,  other parties and
   subcomponent implementing teams regarding Project activities.  The
   CPPI  shall  engage  consultants  (individuals  and firms) for the
   purpose of staffing the CPPI, NPAF and subcomponent iaplementation
   teams.
   
             B. Part A of the Project: Technical Assistance
   
       1. Policy and Regulatory Support
       Policy and  regulatory  support  subcomponent  of  the Project
   shall  be  implemented  by  the  relevant  federal  and   regional
   environmental policy teams,  supervised by Governmental Commission
   on Environment and Use of Natural Resources and the  interregional
   environmental  councils  of the Upper Volga and Urals regions,  in
   cooperation with the  MEPNR,  relevant  regional  authorities  and
   CPPI.
       2. Environmental Epidemiology
       Environmental epidemiology  subcomponent  of the Project shall
   be implemented by federal and two regional centers,  supervised by
   federal  and  regional  subcomponent  interagency  committees,  in
   cooperation with the  MEPNR,  Ministry  of  Public  Health,  State
   Committee for Sanitary and Epidemiological Surveillance,  relevant
   regional authorities and CPPI.
       3. Water Quality and Water Resource Management
       Water quality and water resource  management  subcomponent  of
   the  Project  shall  be  implemented by federal and three regional
   teams,  supervised by the relevant federal and regional management
   committees in the regions of the Upper Volga,  the Urals and North
   Caucases,   in   cooperation   with    the    relevant    regional
   administrations,   the   MEPNR,   Committee  for  Water  Resources
   Management and CPPI.
       4. Hazardous Waste Management
       Hazardous waste management subcomponent of the  Project  shall
   be  implemented  by  federal  and  regional  teams,  supervised by
   subcomponent management committees, in cooperation with the MEPNR,
   the   Institute   of   Economic  Problems  of  Nature  Management,
   administrations  and  environmental   protection   committees   of
   Yaroslavl and Vologda Oblast, the CPPI and relevant ministries and
   agencies.
   
                   C. Part B of the Project: National
                      Pollution Abatement Facility
   
       1. The   CPPI,   assisted   by   consultants,   shall  provide
   professional services related to the selection,  design, appraisal
   and  supervision  of  the  Investment  Projects,  on  the basis of
   procedures and eligibility criteria set forth in Sections A and  B
   of Schedule 7 to this Agreement and the Operating Instructions.
       2. The  NPAF  Supervisory  Board  shall  review  and   approve
   Investment Projects proposed by the CPPI.
       3. The MOF,  as the sub-loan  lender  of  record,  shall  take
   decisions  related  to  the  Investment  Projects  considered  and
   approved by the NPAF  Supervisory  Board,  and  shall  enter  into
   appropriate Subsidiary Loan Agreements.
   
   
   
   
   
   
                               SCHEDULE 6
   
                            SPECIAL ACCOUNT
   
       1. For the purposes of this Schedule:
       (a) the  term  "eligible  Categories"  means  Categories   (1)
   through (5) set forth in the table in paragraph 1 of Schedule 1 to
   this Agreement;
       (b) the  term  "eligible  expenditures"  means expenditures in
   respect of the reasonable cost of goods and services required  for
   the  Project  and  to  be financed out of the proceeds of the Loan
   allocated  from  time  to  time  to  the  eligible  Categories  in
   accordance  with  the  provisions of Schedule 1 to this Agreement;
   and
       (c) the   term   "Authorized   Allocation"   means  an  amount
   equivalent to 2,000,000 USD to be withdrawn from the Loan  Account
   and  deposited  in the Special Account pursuant to paragraph 3 (a)
   of this Schedule.
       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 a deposit or
   deposits  which  do  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 in the Special Account such amount or amounts
   as the Borrower shall have requested.
       (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 Account 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; or
       (b) 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
   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 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 ease 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
   
              ON-LENDING PROCEDURES, ELIGIBILITY CRITERIA
            AND TERMS AND CONDITIONS OF INVESTMENT PROJECTS
   
                             A. Procedures
   
       1. No  expenditures  for  goods  and  services required for an
   Investment Project shall be eligible  for  financing  out  of  the
   proceeds of the Loan unless:
       (i) the  Bank  has  reviewed  and  issued  a no-objection with
   respect to the Investment Project before the Investment Project is
   approved by the NPAF Supervisory Board; and
       (ii) expenditures  under  the  NPAF  Sub-loan  for   such   an
   Investment  Project  shall  have been made not earlier than ninety
   days prior to the date on which the Bank shall have  received  the
   application  and  information required under paragraph 2 of Part A
   of this Schedule in respect of such NPAF Sub-loan.
       2. In   addition   to  the  general  procedures  described  in
   paragraph 1 of Part A of this Schedule,  the following  procedures
   shall  be  followed  in  connection  with  any proposed Investment
   Project:
       (a) a  Sub-borrower  seeking a NPAF Sub-loan shall prepare and
   submit to the CPPI an application  and  summary  of  the  proposed
   Investment Project;
       (b) an initial review of the proposed Investment Project shall
   be  undertaken by the NPAF consultants,  who shall then prepare an
   initial review summary;
       (c) the  Bank shall review and comment upon the initial review
   summary for each proposed Investment Project;
       (d) following the Bank review and comment, the director of the
   CPPI shall determine,  taking into account the recommendations  of
   the  NPAF  consultants,  whether  or  not  to  further prepare and
   appraise the proposed Investment Project;
       (e) if  a decision is made to proceed with the preparation and
   appraisal of the proposed Investment Project, the NPAF consultants
   shall  prepare  a  feasibility  study  for the proposed Investment
   Project in accordance with the Operating Instructions and  in  the
   form  satisfactory  to  the  Bank.  The  feasibility  study  shall
   include:
           (i) a description of the Sub-borrower, including its legal
       status and ownership; and
           (ii) a summary and detailed description of  the Investment
       Project,  including financing plan, cost and benefit analysis,
       environmental   impact   assessment   and   other    pertinent
       environmental  information,  financial projections,  cash flow
       forecast, foreign currency justification, proposed procurement
       arrangements,  and status of authorizations and licenses;
       (f) prior to submitting the proposed Investment Project to the
   NPAF  Supervisory Board,  the proposed Investment Protect shall be
   submitted  to  the  Bank  for  review  and  a  no-objection.  When
   presenting  the  proposed  Investment  Project  to  the Bank,  the
   Borrower shall  furnish  to  the  Bank  an  application,  in  form
   satisfactory to the Bank, together with:
           (i) a  description  of  the Sub-borrower to which the NPAF
       Sub-loan is proposed to be made and the  approved  feasibility
       study for such Investment Project,  including a description of
       the expenditures proposed to be financed out of  the  proceeds
       of the Loan;
           (ii) the draft Subsidiary Loan  Agreement  containing  the
       proposed  terms  and  conditions  of the NPAF Sub-loan and the
       schedule of amortization of the NPAF Subloan; and
           (iii) such  other information as the Bank shall reasonably
       request;
       (g) following the Bank's review and no-objection, and the NPAF
   Supervisory  Board  appraisal  and  approval,  of   the   proposed
   Investment  Project,  the Borrower,  based on the determination of
   the NPAF Supervisory Board,  shall make the final decision whether
   to approve the proposed Investment Project; and
       (h) following the approval of the Investment  Project  by  the
   Borrower,  the Borrower, Sub-borrower and any other relevant party
   shall execute a Subsidiary  Loan  Agreement  giving  the  Borrower
   legal rights adequate to protect the interests of the Bank and the
   Borrower and containing,  inter alia, the terms and conditions set
   forth in Part C of this Schedule 7.
   
                        B. Eligibility Criteria
   
       NPAF Sub-loans shall be made only to enterprises selected  and
   evaluated  in  accordance  with criteria satisfactory to the Bank.
   The evaluation criteria shall include the following;
       (a) technical-economic  criteria demonstrating the feasibility
   and cost efficiency of the proposed Investment Project;
       (b) environmental    criteria    incorporating   environmental
   assessment and audit considerations and demonstrating  significant
   reduction   of   harmful   environmental   impacts  from  existing
   operations; and
       (c) financial   criteria   demonstrating   that  the  proposed
   Investment Project is a commercially viable project.
   
                        C. Terms and Conditions
   
       1. Each  Subsidiary   Loan   Agreement   shall   require   the
   Sub-borrower to, inter alia:
       (a) carry  out  and  operate  the  Investment Project with due
   diligence and efficiency under the supervision  of  qualified  and
   experienced  management  assisted  by  competent staff in adequate
   numbers,  and  in  accordance  with  sound  technical,  financial,
   environmental, commercial and managerial standards;
       (b) maintain records  and  accounts  adequate  to  reflect  in
   accordance  with  sound  accounting  practices  its operations and
   financial conditions,  including  separate  records  and  accounts
   adequate  to reflect all resources and expenditures related to the
   Investment Project;
       (c) have  its  records,  accounts and financial statements for
   each fiscal year audited,  in accordance with appropriate auditing
   principles   consistently   applied,   by   independent   auditors
   satisfactory to the Borrower,  and furnish  to  the  Borrower  not
   later  than  six  months after the end of each such year certified
   copies of its financial statements for such year  so  audited  and
   the  report  of  such audit by the auditors of such scope and such
   detail as the NPAF shall have reasonably requested  (which  report
   shall  include  an analysis of the Sub-borrower's performance,  as
   measured by the performance indicators satisfactory  to  the  NPAF
   and  the  Bank,  which  shall  include,  inter  alia,  commercial,
   technical,   operational,   environmental,   administrative    and
   financial indicators);
       (d) procure the goods and services to be financed by the  NPAF
   Sub-loans  in accordance with the provisions of Schedule 9 to this
   Agreement and to use such goods and services  exclusively  in  the
   carrying out of the Investment Project;
       (e) allow  the   Borrower,   by   itself   or   jointly   with
   representatives  of  the  Bank,  if the Bank shall so request,  to
   inspect such goods and the sites,  works,  plants and construction
   included in the Investment Project, the operation thereof, and any
   relevant records and documents;
       (f) take  out  and  maintain  with  responsible  insurers such
   insurance,  against such risks and in such amounts,  as  shall  be
   consistent  with  sound  business  practice,  including  insurance
   covering hazards incident to the acquisition,  transportation  and
   delivery  of  goods  financed  out  of  the  proceeds  of the NPAF
   Sub-loan to the  place  of  use  or  installation,  any  indemnity
   thereunder  to  be made payable in a currency freely usable by the
   Sub-borrower to replace or repair such goods;
       (g) assume  the  foreign  exchange risk between the Dollar and
   the ruble;
       (h) contribute from amounts generated internally funds for the
   Investment Project equal to not less than twenty  percent  of  the
   total  cost  of the Investment Project and pay an up-front project
   appraisal fee equal to one percent of the proposed  NPAF  Sub-loan
   amount;
       (i) prepare  and  promptly  furnish  to  the   Borrower,   for
   forwarding  to  the  Bank,  if so requested by the Bank,  all such
   information as the Borrower or the Bank shall  reasonably  request
   relating to the administration, operations and financial condition
   of the Sub-borrower and to the benefits to  be  derived  from  the
   Investment Project;
       (j) give the Borrower the right to suspend  or  terminate  the
   right  of  the  Subborrower to the use of the proceeds of the NPAF
   Sub-loan  upon  failure  by  such  Subborrower  to   perform   its
   obligations under the Subsidiary Loan Agreement; and
       (k) at the conclusion of the Investment Project, submit to the
   Borrower, in a manner and by date satisfactory to the Borrower and
   the Bank, an Investment Project completion report.
       2. Each  NPAF  Sub-loan  shall:
       (i) be denominated and be repayable (principle  and  interest)
   in Dollars;
       (ii) carry an interest rate satisfactory to the Bank;
       (iii) require  the  payment of a loan supervision fee equal to
   0.25 percent for the first five years and 0.125  percent  for  all
   subsequent years;
       (iv) be issued for a maximum maturity period of  eight  years,
   or such longer period as may be satisfactory to the Bank,  with up
   to three years grace period for the repayment of the principal  of
   the NPAF Sub-loan;
       (v) be equal to no less than 350,000  USD  and  no  more  than
   7,000,000 USD, unless otherwise agreed upon by the Bank; and
       (vi) contribute no more than seventy percent of the total cost
   of  the  Investment  Project,  unless otherwise agreed upon by the
   Bank.
   
   
   
   
   
   
                               SCHEDULE 8
   
         ON-LENDING PROCEDURES, ELIGIBILITY CRITERIA AND TERMS
       AND CONDITIONS OF INVESTMENT PROJECT PREPARATION ADVANCES
   
                             A. Procedures
   
       1. The  following  procedures  shall be followed in connection
   with any proposed Investment Project Preparation Advance:
       (a) a Sub-borrower seeking an Investment  Project  Preparation
   Advance  for a NPAF Sub-loan shall prepare and submit to the NPAF,
   together  with  an  application  and  summary  of   the   proposed
   Investment  Project,  an  application  for  the Investment Project
   Preparation Advance,  in  form  and  with  information  (including
   technical,   environmental,   financial,  and  legal  information)
   satisfactory to the NPAF;
       (b) if   the   NPAF  determines  that  the  proposal  for  the
   Investment  Project  Preparation  Advance  meets  the   technical,
   environmental,  financial,  and legal criteria, the proposal shall
   be sent to the Bank,  together with the initial review summary for
   the proposed Investment Project;
       (c) following the Bank's review and no-objection, and the NPAF
   Supervisory  Board or its appointee approval,  the Borrower shall,
   based on the determination of the NPAF Supervisory Board, make the
   final  decision  whether  or not to approve the Investment Project
   Preparation Advance; and
       (d) following   the   approval   of   the  Investment  Project
   Preparation Advance by the Borrower,  the  Borrower,  Sub-borrower
   and  any  other  relevant party shall execute an Advance Agreement
   giving the Borrower legal rights adequate to protect the interests
   of the Bank and the Borrower and containing, inter alia, the terms
   and conditions set forth in Part C of this Schedule 8.
   
                        B. Eligibility Criteria
   
       Investment Project  Preparation Advances shall be made only to
   enterprises selected and evaluated  in  accordance  with  criteria
   satisfactory  to  the Bank.  The evaluation criteria shall include
   technical, environmental, financial and legal criteria.
   
                        C. Terms and Conditions
   
       1. Each  Advance  Agreement  shall  require  the Sub-borrower,
   unless otherwise agreed upon by the Borrower  and  the  Bank,  to,
   inter alia:
       (a) carry out preparation work and feasibility studies related
   to   the  proposed  Investment  Project  with  due  diligence  and
   efficiency under the  supervision  of  qualified  and  experienced
   management assisted by competent staff in adequate numbers, and in
   accordance  with  sound   technical,   financial,   environmental,
   commercial and managerial standards;
       (b) maintain records  and  accounts  adequate  to  reflect  in
   accordance  with  sound  accounting  practices  its operations and
   financial conditions,  including  separate  records  and  accounts
   adequate  to reflect all resources and expenditures related to the
   Investment Project Preparation Advance;
       (c) procure  the  goods  and  services  to  be financed by the
   Investment Project Preparation  Advance  in  accordance  with  the
   provisions  of  Schedule 9 to this Agreement and to use such goods
   and services exclusively in the carrying out of  preparation  work
   and  feasibility  studies  related  to the proposed the Investment
   Project;
       (d) allow   the   Borrower,   by   itself   or   jointly  with
   representatives of the Bank,  if the Bank  shall  so  request,  to
   inspect any relevant records and documents;
       (e) assume the foreign exchange risk between  the  Dollar  and
   the ruble;
       (f) prepare  and  promptly  furnish  to  the   Borrower,   for
   forwarding  to  the  Bank,  if so requested by the Bank,  all such
   information as the Borrower or the Bank shall  reasonably  request
   relating to the administration, operations and financial condition
   of the Sub-borrower and to the benefits to  be  derived  from  the
   Investment Project Preparation Advance;
       (g) give the Borrower the right to suspend  or  terminate  the
   right  of  the  Subborrower  to  the  use  of  the proceeds of the
   Investment  Project  Preparation  Advance  upon  failure  by  such
   Subborrower   to   perform   its  obligations  under  the  Advance
   Agreement; and
       (h) at  the  conclusion  of  preparation  work and feasibility
   studies related to the proposed Investment Project,  submit to the
   Borrower, in a manner and by date satisfactory to the Borrower and
   the Bank, an Investment Project preparation report.
       2. Each  Investment Project Preparation Advance shall,  unless
   otherwise agreed upon by the Borrower and the Bank:
       (i) be  denominated  and be repayable (principle and interest)
   in Dollars;
       (ii) carry an interest rate satisfactory to the Bank;
       (iii) be equal to no more than 300,000 USD; and
       (vi) contribute  no more than eighty percent of the total cost
   of  preparation  work  and  feasibility  studies  related  to  the
   proposed the Investment Project.
   
   
   
   
   
   
                               SCHEDULE 9
   
                 PROCUREMENT AND CONSULTANTS' SERVICES
                          UNDER NPAF SUB-LOANS
   
                    Section I. PROCUREMENT OF GOODS
   
                                Part A
   
                   International Competitive Bidding
   
       1. Except as provided in Parts B and C hereof,  goods shall be
   procured under contracts awarded  in  accordance  with  procedures
   consistent  with  those  set  forth  in  Sections  I and II of the
   "Guidelines for Procurement under  IBRD  Loans  and  IDA  Credits"
   published by the Bank in May 1992 (the Guidelines).
       2. For fixed-price contracts,  the invitation to bid  referred
   to  in  paragraph 2.13 of the Guidelines shall provide that,  when
   contract award is delayed beyond the original bid validity period,
   the  successful bidder's bid price will be increased for each week
   of delay by two predisclosed correction  factors  satisfactory  to
   the Bank, one to be applied to all foreign currency components and
   the other to the local currency component of the bid  price.  Such
   an increase shall not be taken into account in the bid evaluation.
       3. In the procurement of goods in accordance with this Part A,
   the  Borrower  shall  use  the relevant standard bidding documents
   issued by the Bank,  with such modifications thereto as  the  Bank
   shall have agreed to be necessary for the purposes of the Project.
   Where no relevant standard bidding documents have been  issued  by
   the Bank,  the Borrower shall use bidding documents based on other
   internationally recognized standard forms agreed with the Bank.
   
                                Part B
   
                 Preference for Domestic Manufacturers
   
       In the  procurement of goods in accordance with the procedures
   described in Part A.1 hereof,  goods manufactured in  the  Russian
   Federation  may  be  granted  a margin of preference in accordance
   with,  and subject to,  the provisions of paragraphs 2.55 and 2.56
   of  the  Guidelines  and  paragraphs  1  through  4  of Appendix 2
   thereto.
   
                                Part C
   
                      Other Procurement Procedures
   
       1. Items  or  groups  of items for goods estimated to cost the
   equivalent of 2,000,000  USD  or  less  per  contract,  up  to  an
   aggregate  amount  equivalent  to 33,190,000 USD,  may be procured
   under contracts awarded  on  the  basis  of  comparison  of  price
   quotations  obtained  from  at least three suppliers from at least
   three  different  countries  eligible  under  the  Guidelines,  in
   accordance with procedures satisfactory to the Bank.
       2. Items or groups of items for goods estimated  to  cost  the
   equivalent of 10,000 USD or less per contract,  up to an aggregate
   amount equivalent to 500,000 USD,  may be procured under contracts
   awarded  on  the  basis of comparison of price quotations obtained
   from at least three suppliers from the Russian Federation eligible
   under  the Guidelines,  in accordance with procedures satisfactory
   to the Bank.
   
                                Part D
   
              Review by the Bank of Procurement Decisions
   
       1. Review of invitations to bid and  of  proposed  awards  and
   final contracts:
       (a) With  respect to each contract for goods estimated to cost
   the equivalent of 300,000 USD or more, the procedures set forth in
   paragraphs  2  and  4 of Appendix I to the Guidelines shall apply.
   Where payments for such contract are to be made out of the Special
   Account,  such procedures shall be modified to ensure that the two
   conformed copies of the contract required to be furnished  to  the
   Bank  pursuant  to  said paragraph 2 (d) shall be furnished to the
   Bank prior to the making of the first payment out of  the  Special
   Account in respect of such contract.
       (b) With  respect  to  each  contract  not  governed  by   the
   preceding paragraph,  the procedures set forth in paragraphs 3 and
   4 of Appendix I to the Guidelines shall apply.  Where payments for
   such  contract  are  to  be made out of the Special Account,  said
   procedures shall be modified to  ensure  that  the  two  conformed
   copies  of  the  contract  together  with  the  other  information
   required to be furnished to the Bank pursuant to said paragraph  3
   shall  be  furnished  to  the  Bank  as part of the evidence to be
   furnished pursuant to paragraph  4  of  Schedule  6  to  the  Loan
   Agreement.
       (c) The provisions of the preceding subparagraph (b) shall not
   apply  to  contracts on account of which withdrawals from the Loan
   Account are to be made on the basis of statements of expenditure.
       2. The  figure  of  15%  is  hereby  specified for purposes of
   paragraph 4 of Appendix 1 to the Guidelines.
   
                 Section II. EMPLOYMENT OF CONSULTANTS
   
       1. In  order  to assist the NPAF in the carrying out of Part B
   of  the  Project,  the  NPAF  shall   employ   consultants   whose
   qualifications,  experience and terms and conditions of employment
   shall be satisfactory to  the  Bank.  Such  consultants  shall  be
   selected in accordance with principles and procedures satisfactory
   to the Bank on the  basis  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
   NPAF shall employ  such  consultants  under  contracts  using  the
   standard  form of contract for consultants' services issued by the
   Bank,  with such modifications as shall have been  agreed  by  the
   Bank.  Where  no  relevant  standard  contract documents have been
   issued by the Bank,  the Borrower shall use other  standard  forms
   agreed with the Bank.
       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 contracts estimated to cost  less
   than 100,000 USD equivalent each. However, this exception to prior
   Bank review shall not apply to the terms  of  reference  for  such
   contracts  or  to the employment of individuals,  to single source
   selection of  firms,  to  assignments  of  a  critical  nature  as
   reasonably  determined  by  the Bank or to amendments of contracts
   raising the contract value to 100,000 USD equivalent or above.
   
   

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