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СОГЛАШЕНИЕ МЕЖДУ РОССИЙСКОЙ ФЕДЕРАЦИЕЙ И МЕЖДУНАРОДНЫМ БАНКОМ РЕКОНСТРУКЦИИ И РАЗВИТИЯ О ЗАЙМЕ ДЛЯ ФИНАНСИРОВАНИЯ ПРОЕКТА РЕМОНТА АВТОДОРОЖНЫХ МОСТОВ (LOAN NUMBER 3990 RU) [АНГЛ.] (ЗАКЛЮЧЕНО В Г. МОСКВЕ 22.05.1996)

(по состоянию на 20 октября 2006 года)

<<< Назад


                                                   Loan Number 3990 RU
   
                            LOAN AGREEMENT
             BETWEEN RUSSIAN FEDERATION AND INTERNATIONAL
                BANK FOR RECONSTRUCTION AND DEVELOPMENT
                                   
                          (Moscow, 22.V.1996)
   
       Agreement, dated May 22, 1996, 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)  Parts B and D.2 of the Project will be carried out by  the
   Participating  Regions  (as such term is defined  hereinbelow)  and
   Parts  C and D.3 of the Project will be carried out by Moscow  City
   (Moscow  City), all with the Borrower's assistance and, as part  of
   such  assistance, the Borrower will make available to Participating
   Regions  and  Moscow City a part of the proceeds  of  the  Loan  as
   provided in this Agreement; and
       Whereas the Bank has agreed, on the basis, inter alia,  of  the
   foregoing,  to extend the Loan to the Borrower upon the  terms  and
   conditions set forth in this Agreement;
       Now therefore the parties hereto hereby agree as follows:
   
                               Article I
                                   
                    General Conditions; Definitions
   
       Section  1.01. The "General Conditions Applicable to  Loan  and
   Guarantee Agreements" of the Bank, dated January 1, 1985, with  the
   modifications  set forth below (the General Conditions)  constitute
   an integral part of this Agreement:
       (a) The last sentence of Section 3.02 is deleted.
       (b)  The  second sentence of Section 5.01 is modified to  read:
   "Except  as  the  Bank and the Borrower shall otherwise  agree,  no
   withdrawals  shall be made: (a) on account of expenditures  in  the
   territories  of any country which is not a member of  the  Bank  or
   for   goods   produced   in,  or  services  supplied   from,   such
   territories;  or (b) for the purpose of any payment to  persons  or
   entities,  or for any import of goods, if such payment  or  import,
   to  the  knowledge of the Bank, is prohibited by a decision of  the
   United  Nations  Security Council taken under Chapter  VII  of  the
   Charter of the United Nations."
       (c)  In Section 6.02, sub-paragraph (k) is re-lettered as  sub-
   paragraph (1) and a new sub-paragraph (k) is added to read:
       "(k)  An extraordinary situation shall have arisen under  which
   any  further withdrawals under the Loan would be inconsistent  with
   the provisions of Article III, Section 3 of the Bank's Articles  of
   Agreement."
       Section  1.02.  Unless  the  context  otherwise  requires,  the
   several  terms  defined  in  the  General  Conditions  and  in  the
   Preamble  to  this  Agreement have the respective meanings  therein
   set  forth  and  the following additional terms have the  following
   meanings:
       (a)  "FHD" means the Federal Highway Department within MOT  and
   includes any successor or successors thereto;
       (b)   "Federal  PIU"  means  the  Project  Implementation  Unit
   referred to in paragraph 2 of Schedule 5 to this Agreement;
       (c)  "Moscow City" means Moscow City, a subject of the  Russian
   Federation  (an  administrative subdivision of the  Borrower),  and
   includes any successor or successors thereto;
       (d)   "Moscow   City  PIU"  means  the  Moscow   City   Project
   Implementation Unit referred to in paragraph 12(b)  of  Schedule  5
   to this Agreement;
       (e) "Moscow City Subsidiary Loan Agreement" means the agreement
   entered  into  between  the Borrower and Moscow  City  pursuant  to
   Section 3.01(d) of this Agreement, as the same may be amended  from
   time  to  time, and such term includes all schedules and agreements
   supplemental to the Moscow City Subsidiary Loan Agreement;
       (f)  "MOT" means the Ministry of Transport of the Borrower  and
   includes any successor or successors thereto;
       (g)  "Participating Region" and "Participating  Regions"  mean,
   singularly  and  collectively, the region or regions  selected  for
   participation  in  the  Project  pursuant  to  paragraph  5(a)   of
   Schedule 5 to this Agreement;
       (h)  "Participating  Regions  Subsidiary  Loan  Agreement"  and
   "Participating   Regions   Subsidiary   Loan   Agreements"    mean,
   singularly  and  collectively, the agreement or agreements  entered
   into  separately between the Borrower and each of the Participating
   Regions pursuant to Section 3.01(c) of this Agreement, as the  same
   may  be  amended  from  time to time, and such  terms  include  all
   schedules and agreements supplemental to any Participating  Regions
   Subsidiary  Loan Agreement or all Participating Regions  Subsidiary
   Loan Agreements respectively;
       (i)  "Regional  PIU"  means  the  Project  Implementation  Unit
   referred  to  in  paragraph 11(b) of Schedule 5 to this  Agreement;
   and
       (j)  "Special  Accounts"  means the  accounts  referred  to  in
   Section 2.02 (b) of this Agreement.
   
                              Article II
                                   
                               The Loan
   
       Section 2.01. The Bank agrees to lend to the Borrower,  on  the
   terms  and  conditions  set  forth  or  referred  to  in  the  Loan
   Agreement,  various currencies that shall have an  aggregate  value
   equivalent  to  the amount of three hundred fifty  million  dollars
   (350,000,000 USD), being the sum of withdrawals of the proceeds  of
   the  Loan, with each withdrawal valued by the Bank as of  the  date
   of such withdrawal.
       Section 2.02. (a) The amount of the Loan may be withdrawn  from
   the  Loan  Account in accordance with the provisions of Schedule  1
   to  this Agreement for expenditures made (or, if the Bank shall  so
   agree,  to  be  made) in respect of the reasonable cost  of  goods,
   works  and services required for the Project described in  Schedule
   2  to this Agreement and to be financed out of the proceeds of  the
   Loan.
       (b)  The  Borrower may, for the purposes of Parts  A  and  D.1,
   Parts   B   and  D.2  (separately  in  respect  of  each   of   the
   Participating  Regions), and Parts C and D.3 of the  Project,  open
   and  maintain  in Dollars separate special deposit  accounts  in  a
   commercial  bank  or  banks acceptable to the  Bank  on  terms  and
   conditions   satisfactory  to  the  Bank,   including   appropriate
   protection  against set-off, seizure or attachment. Deposits  into,
   and  payments out of, each of the respective Special Accounts shall
   be  made  in accordance with the provisions of Schedule 6  to  this
   Agreement.
       Section  2.03. The Closing Date shall be December 31,  2001  or
   such  later  date  as  the  Bank shall establish.  The  Bank  shall
   promptly notify the Borrower of such later date.
       Section  2.04. The Borrower shall pay to the Bank a  commitment
   charge  at  the rate of three-fourths of one per cent (3/4  of  1%)
   per  annum  on the principal amount of the Loan not withdrawn  from
   time to time.
       Section  2.05.  (a)  The Borrower shall  pay  interest  on  the
   principal  amount of the Loan withdrawn and outstanding  from  time
   to  time, at a rate for each Interest Period equal to the  Cost  of
   Qualified   Borrowings  determined  in  respect  of  the  preceding
   Semester, plus one-half of one percent (1/2 of 1%). On each of  the
   dates  specified  in Section 2.06 of this Agreement,  the  Borrower
   shall  pay  interest  accrued on the principal  amount  outstanding
   during  the  preceding  Interest Period,  calculated  at  the  rate
   applicable during such Interest Period.
       (b)  As soon as practicable after the end of each Semester, the
   Bank  shall notify the Borrower of the Cost of Qualified Borrowings
   determined in respect of such Semester.
       (c) For the purposes of this Section:
       (i)  "Interest Period" means a six-month period ending  on  the
   date  immediately preceding each date specified in Section 2.06  of
   this  Agreement, beginning with the Interest Period in  which  this
   Agreement is signed.
       (ii)  "Cost  of  Qualified  Borrowings"  means  the  cost,   as
   reasonably  determined by the Bank and expressed  as  a  percentage
   per  annum,  of the outstanding borrowings of the Bank  drawn  down
   after  June 30, 1982, excluding such borrowings or portions thereof
   as the Bank has allocated to fund:
       (A) the Bank's investments; and
       (B)  loans  which may be made by the Bank after  July  1,  1989
   bearing  interest rates determined otherwise than  as  provided  in
   paragraph (a) of this Section.
       (iii)  "Semester" means the first six months or the second  six
   months of a calendar year.
       (d)  On  such date as the Bank may specify by no less than  six
   months'  notice to the Borrower, paragraphs (a), (b) and (c)  (iii)
   of this Section shall be amended to read as follows:
       "(a) The Borrower shall pay interest on the principal amount of
   the  Loan  withdrawn and outstanding from time to time, at  a  rate
   for  each  Quarter  equal  to  the  Cost  of  Qualified  Borrowings
   determined  in respect of the preceding Quarter, plus  one-half  of
   one  percent (1/2 of 1%). On each of the dates specified in Section
   2.06 of this Agreement, the Borrower shall pay interest accrued  on
   the  principal  amount  outstanding during the  preceding  Interest
   Period,  calculated  at the rates applicable during  such  Interest
   Period."
       "(b) As soon as practicable after the end of each Quarter,  the
   Bank  shall notify the Borrower of the Cost of Qualified Borrowings
   determined in respect of such Quarter."
       "(c)  (iii) 'Quarter' means a three-month period commencing  on
   January 1, April 1, July 1 or October 1 in a calendar year."
       Section  2.06.  Interest  and other charges  shall  be  payable
   semiannually on March 15 and September 15 in each year.
       Section 2.07. The Borrower shall repay the principal amount  of
   the Loan in accordance with the amortization schedule set forth  in
   Schedule 3 to this Agreement.
   
                              Article III
                                   
                       Execution of the Project
   
       Section 3.01. (a) The Borrower declares its commitment  to  the
   objectives  of  the  Project as set forth in  Schedule  2  to  this
   Agreement, and, to this end:
       (i)  shall carry out Parts A and D.I of the Project through MOT
   and FHD, and
       (ii) shall cause each of the Project Regions to carry out Parts
   B  and D.2 of the Project and Moscow City to carry out Parts C  and
   D.3  of  the  Project  with due diligence  and  efficiency  and  in
   conformity   with   appropriate  administrative,  engineering   and
   financial  practices  and shall provide, promptly  as  needed,  the
   funds,  facilities, services and other resources required for  such
   Parts of the Project.
       (b) Without limitation upon the provisions of paragraph (a)  of
   this  Section,  and  except  as the Borrower  and  the  Bank  shall
   otherwise  agree, the Borrower shall carry out Parts A and  D.1  of
   the Project and cause the Participating Regions and Moscow City  to
   carry  out  Parts  B and D.2 and Parts C and D.3, respectively,  of
   the  Project  in  accordance  with the Implementation  Program  set
   forth in Schedule 5 to this Agreement.
       (c)  The Borrower shall relend a portion of the proceeds of the
   Loan  to  Participating  Regions  under  separate  subsidiary  loan
   agreements to be entered into between the Borrower and each of  the
   Participating Regions, under terms and conditions, compatible  with
   the  terms and conditions of this Loan Agreement, which shall  have
   been  approved  by  the  Bank including  but  not  limited  to  the
   following:
       (i)  the  Borrower  shall onlend to each of  the  Participating
   Regions  an  amount  in  various  currencies  that  shall  have  an
   aggregate value equivalent to the amount, agreed by the Bank,  from
   a  total  sum  of  thirty  five million  dollars  (35,000,000  USD)
   (Subsidiary Loan for purposes of this subsection);
       (ii)  term  of the Subsidiary Loan shall be twelve  to  fifteen
   years, including a three to five year grace period;
       (iii)  the  Borrower shall charge a commitment fee  at  a  rate
   equal  to the rate of commitment charge payable under Section  2.04
   of this Agreement;
       (iv) the Borrower shall charge interest on the principal amount
   of  the Subsidiary Loan withdrawn and outstanding from time to time
   at  a  rate of 150 - 250 basis points above the rate payable  under
   Section 2.05 of this Agreement;
       (v)  the  repayment of principal amount of the Subsidiary  Loan
   shall be the equivalent to the value (determined as of the date  or
   respective dates of repayment) of currency or currencies  withdrawn
   from  the  Loan  Account  or paid out of  the  Special  Account  on
   account of expenditures for Parts B and D.2 of the Project; and
       (vi)  the  terms  and conditions specified in paragraph  11  of
   Schedule 5 to this Agreement.
       (d)  The Borrower shall relend a portion of the proceeds of the
   Loan  to  Moscow  City  under a subsidiary  loan  agreement  to  be
   entered into between the Borrower and Moscow City, under terms  and
   conditions, compatible with the terms and conditions of  this  Loan
   Agreement,  which  shall have been approved by the  Bank  including
   but not limited to the following:
       (i)  the  Borrower shall onlend an amount in various currencies
   that  shall  have an aggregate value equivalent to  the  amount  of
   fifty  million  dollars  (50,000,000  USD)  (Subsidiary  Loan   for
   purposes of this subsection);
       (ii)  term  of the Subsidiary Loan shall be twelve  to  fifteen
   years, including a three to five year grace period;
       (iii)  the  Borrower shall charge a commitment fee  at  a  rate
   equal  to the rate of commitment charge payable under Section  2.04
   of this Agreement;
       (iv) the Borrower shall charge interest on the principal amount
   of  the Subsidiary Loan withdrawn and outstanding from time to time
   at  a  rate of 150 - 250 basis points above the rate payable  under
   Section 2.05 of this Agreement;
       (v)  the  repayment of principal amount of the Subsidiary  Loan
   shall be the equivalent to the value (determined as of the date  or
   respective dates of repayment) of currency or currencies  withdrawn
   from  the  Loan  Account  or paid out of  the  Special  Account  on
   account of expenditures for Parts C and D.3 of the Project; and
       (vi)  the  terms  and conditions specified in paragraph  12  of
   Schedule 5 to this Agreement.
       (e)   The   Borrower  shall  exercise  its  rights  under   the
   Participating Regions Subsidiary Loan Agreements in such manner  as
   to  protect  the  interests of the Borrower and  the  Bank  and  to
   accomplish the purposes of the Loan, and, except as the Bank  shall
   otherwise agree, the Borrower shall not assign, amend, abrogate  or
   waive  the Participating Regions Subsidiary Loan Agreements or  any
   provision thereof.
       (f)  The  Borrower shall exercise its rights under  the  Moscow
   City  Subsidiary Loan Agreement in such manner as  to  protect  the
   interests  of  the  Borrower and the Bank  and  to  accomplish  the
   purposes  of  the  Loan, and, except as the  Bank  shall  otherwise
   agree, the Borrower shall not assign, amend, abrogate or waive  the
   Moscow City Subsidiary Loan Agreement or any provision thereof.
       Section  3.02.  Except  as  the  Bank  shall  otherwise  agree,
   procurement of the goods, works and consultants' services  required
   for  the Project and to be financed out of the proceeds of the Loan
   shall  be  governed  by  the  provisions  of  Schedule  4  to  this
   Agreement.
       Section  3.03. For the purposes of Section 9.08 of the  General
   Conditions and without limitation thereto, the Borrower shall:
       (a) prepare, on the basis of guidelines acceptable to the Bank,
   and  furnish  to the Bank not later than six (6) months  after  the
   Closing  Date or such later date as may be agreed for this  purpose
   between  the Borrower and the Bank, a plan designed to  ensure  the
   sustainability of the Project; and
       (b)  afford the Bank a reasonable opportunity to exchange views
   with the Borrower on said plan.
   
                              Article IV
                                   
                          Financial Covenants
   
       Section  4.01. (a) The Borrower shall maintain or cause  to  be
   maintained  records and accounts adequate to reflect in  accordance
   with  sound  accounting  practices the  operations,  resources  and
   expenditures  in  respect  of the Project  of  the  departments  or
   agencies of the Borrower responsible for carrying out Parts  A  and
   D.1 of the Project.
       (b) The Borrower shall:
       (i)  have the records and accounts referred to in paragraph (a)
   of  this Section including those for the Special Accounts for  each
   fiscal  year  audited,  in  accordance  with  appropriate  auditing
   principles   consistently   applied,   by   independent    auditors
   acceptable to the Bank;
       (ii)  furnish to the Bank as soon as available, but in any case
   not  later  than  six months after the end of each such  year,  the
   report  of such audit by said auditors, of such scope and  in  such
   detail as the Bank shall have reasonably requested; and
       (iii)  furnish  to  the Bank such other information  concerning
   said  records and accounts and the audit thereof as the Bank  shall
   from time to time reasonably request.
       (c) For all expenditures with respect to which withdrawals from
   the  Loan  Account  were  made  on  the  basis  of  statements   of
   expenditure, the Borrower shall:
       (i)  maintain  or  cause to be maintained, in  accordance  with
   paragraph  (a)  of  this Section, records and  accounts  reflecting
   such expenditures;
       (ii)  retain,  until  at  least one year  after  the  Bank  has
   received  the  audit report for the fiscal year in which  the  last
   withdrawal  from the Loan Account 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. The Borrower shall cause to be maintained records
   and   accounts  adequate  to  reflect  in  accordance  with   sound
   accounting practices the operations, resources and expenditures  in
   respect  of  the  Project of the departments  or  agencies  of  the
   Participating Regions and Moscow City responsible for carrying  out
   Parts B and D.2 and Parts C and D.3, respectively, of the Project.
       (b)  The Borrower shall cause each of the Participating Regions
   and Moscow City to:
       (i) have its records, accounts and financial statements and the
   records and accounts for their respective Special Account for  each
   fiscal  year  audited,  in  accordance  with  appropriate  auditing
   principles   consistently   applied,   by   independent    auditors
   acceptable to the Bank;
       (ii)  furnish to the Bank as soon as available, but in any case
   not later than six months after the end of each such year:
       (A)  certified copies of its financial statements for such year
   as so audited; and
       (B)  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
   such  records,  accounts  and financial statements  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 cause each of  the  Participating
   Regions and Moscow City to:
       (i) maintain, 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 was made, all records (contracts,
   orders,  invoices, bills, receipts and other documents)  evidencing
   such expenditures;
       (iii)  enable  the  Bank's  representatives  to  examine   such
   records; and
       (iv) ensure that such records and accounts are included in  the
   annual audit referred to in paragraph (b) of this Section and  that
   the  report  of  such  audit contains a separate  opinion  by  said
   auditors  as  to  whether the statements of  expenditure  submitted
   during  such fiscal year, together with the procedures and internal
   controls  involved  in their preparation, can  be  relied  upon  to
   support the related withdrawals.
   
                               Article V
                                   
                         Remedies of the Bank
   
       Section  5.01.  Pursuant to Section 6.02  (1)  of  the  General
   Conditions, the following additional events are specified:
       (a)  Any of the Participating Regions or Moscow City shall have
   failed  to  perform any of its obligations under the  Participating
   Regions  Subsidiary Loan Agreement or Moscow City  Subsidiary  Loan
   Agreement, respectively.
       (b) As a result of events which have occurred after the date of
   the  Loan  Agreement, an extraordinary situation shall have  arisen
   which  shall  make  it  improbable that any  of  the  Participating
   Regions  or  Moscow  City will be able to perform  its  obligations
   under  the  Participating  Regions  Subsidiary  Loan  Agreement  or
   Moscow City Subsidiary Loan Agreement, respectively.
       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 paragraph (a) of Section 5.01 of  this
   Agreement  shall  occur and shall continue for a  period  of  sixty
   days after notice thereof shall have been given by the Bank to  the
   Borrower.
   
                              Article VI
                                   
                      Effective Date; Termination
   
       Section 6.01. The following event is specified as an additional
   condition  to  the effectiveness of the Loan Agreement  within  the
   meaning  of  Section  12.01 (c) of the General Conditions,  namely,
   that  FHD  has  opened a Project bank account for the  purposes  of
   Parts  A  and D.1 of the Project with an initial deposit  in  local
   currency  of  the  Borrower equivalent to  at  least  five  hundred
   thousand  dollars  (500,000  USD)  pursuant  to  paragraph  10   of
   Schedule 5 to this Agreement.
       Section  6.02. The date sixty (60) days after the date of  this
   Agreement is hereby specified for the purposes of Section 12.04  of
   the General Conditions.
   
                              Article VII
                                   
               Representative of the Borrower; Addresses
   
       Section  7.01.  The  Minister of Finance  of  the  Borrower  is
   designated  as representative of the Borrower for the  purposes  of
   Section 11.03 of the General Conditions.
       Section  7.02.  The following addresses are specified  for  the
   purposes of Section 11.01 of the General Conditions:
   
       For the Borrower:
       Ministry of Finance
       Ilyinka Street 9
       103097, Moscow
       Russian Federation
                                                      Telex:   112008
   
       For the Bank:
       International Bank for
       Reconstruction and Development
       1818 H Street, N.W.
       Washington, D.C. 20433
       United States of America
       Cable address:                                 Telex:
       INTBAFRAD                                      248423 (RCA)
       Washington, D.C.                               82987 (FTCC)
                                                      64145 (WUI) or
                                                      197688 (TRT)
   
   
   
   
   
                              SCHEDULE 1
                                   
                WITHDRAWAL OF THE PROCEEDS OF THE LOAN
   
       1.  The  table below sets forth the Categories of items (goods,
   works  and  services)  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) Civil works          ¦                  ¦         72%       ¦
   ¦                         ¦                  ¦                   ¦
   ¦(a) under Part A.1       ¦ 228,800,000      ¦                   ¦
   ¦    of the Project       ¦                  ¦                   ¦
   ¦                         ¦                  ¦                   ¦
   ¦(b) under Part B.1       ¦  25,300,000      ¦                   ¦
   ¦    of the Project       ¦                  ¦                   ¦
   ¦                         ¦                  ¦                   ¦
   ¦(c) under Part C.1       ¦  45,000,000      ¦                   ¦
   ¦    of the Project       ¦                  ¦                   ¦
   ¦                         ¦                  ¦                   ¦
   ¦(2) Vehicles, Equipment, ¦                  ¦100% of foreign    ¦
   ¦    Materials and        ¦                  ¦expenditures,      ¦
   ¦    Supplies             ¦                  ¦100% of local      ¦
   ¦                         ¦                  ¦expenditures       ¦
   ¦                         ¦                  ¦(ex-factory        ¦
   ¦                         ¦                  ¦cost) and 70%      ¦
   ¦                         ¦                  ¦of local           ¦
   ¦                         ¦                  ¦expenditures for   ¦
   ¦                         ¦                  ¦other items        ¦
   ¦                         ¦                  ¦procured locally   ¦
   ¦                         ¦                  ¦                   ¦
   ¦(a) under Part A.2       ¦  15,300,000      ¦                   ¦
   ¦    of the Project       ¦                  ¦                   ¦
   ¦                         ¦                  ¦                   ¦
   ¦(b) under Part B.2       ¦   4,300,000      ¦                   ¦
   ¦    of the Project       ¦                  ¦                   ¦
   ¦                         ¦                  ¦                   ¦
   ¦(3) Consultants'         ¦                  ¦100%               ¦
   ¦    Services and         ¦                  ¦                   ¦
   ¦    Training             ¦                  ¦                   ¦
   ¦                         ¦                  ¦                   ¦
   ¦(a) under Part D.1       ¦  20,900,000      ¦                   ¦
   ¦    of the Project       ¦                  ¦                   ¦
   ¦                         ¦                  ¦                   ¦
   ¦(b) under Part D.2       ¦   5,400,000      ¦                   ¦
   ¦    of the Project       ¦                  ¦                   ¦
   ¦                         ¦                  ¦                   ¦
   ¦(c) under Part D.3       ¦   5,000,000      ¦                   ¦
   ¦    of the Project       ¦                  ¦                   ¦
   ¦                         ¦                  ¦                   ¦
   ¦    TOTAL                ¦ 350,000,000      ¦                   ¦
   L-------------------------+------------------+--------------------
   
       2. For the purposes of this Schedule:
       (a)  the term "foreign expenditures" means expenditures in  the
   currency  of any country other than that of the Borrower for  goods
   or  services supplied from the territory of any country other  than
   that of the Borrower; and
       (b)  the  term "local expenditures" means expenditures  in  the
   currency  of  the Borrower or for goods or services  supplied  from
   the territory of the Borrower.
       3.  Notwithstanding  the provisions of paragraph  1  above,  no
   withdrawals shall be made in respect of:
       (a)  payments made for expenditures prior to the date  of  this
   Agreement, except that withdrawals, in an aggregate amount  not  to
   exceed  5,000,000  USD, may be made in respect of  Categories  1(a)
   and  3(a) on account of payments made for expenditures before  that
   date but after April 30, 1995;
       (b)  Categories 1(b), 2(b) and 3(b) in respect of each  of  the
   Participating  Regions, separately, unless the  Bank  has  received
   evidence,  satisfactory  to  it, that the  concerned  Participating
   Regions Subsidiary Loan Agreement has become effective and that  it
   has  been  duly authorized and is legally binding upon the  parties
   thereto in accordance with its terms; and
       (c)  Categories  1(c) and 3(c), unless the  Bank  has  received
   evidence,  satisfactory  to it, that Moscow  City  Subsidiary  Loan
   Agreement   has  become  effective  and  that  it  has  been   duly
   authorized  and  is  legally binding upon the  parties  thereto  in
   accordance with its terms.
       4. The Bank may require withdrawals from the Loan Account to be
   made  on  the  basis of statements of expenditure for  expenditures
   for  goods, works, and services under contracts costing  less  than
   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:
       (i)  improve the technical condition of selected high  priority
   bridges  on  the federal and regional road systems and interchanges
   with high traffic levels on federal highways;
       (ii)  assist in reform of the institutional structure  of  road
   administration and the contracting industry;
       (iii)  strengthen the capabilities of FHD to manage the bridges
   under its jurisdiction;
       (iv)  reduce a backlog of bridge rehabilitation and maintenance
   on  regional roads for up to five Participating Regions and  Moscow
   City; and
       (v)   improve  the  administrative,  technical  and   financial
   relationship of FHD and the regions of the Russian Federation.
       The  Project consists of the following parts, subject  to  such
   modifications thereof as the Borrower and the Bank may  agree  upon
   from time to time to achieve such objectives:
   
                                Part A
                                   
                            Federal Bridges
   
       1.  Rehabilitation,  repair,  reconstruction,  replacement  and
   widening of about 200 - 300 selected federal road bridges  and  the
   improvement  of  2  -  3  interchanges  on  the  federal  highways,
   including grade separation.
       2.  Provision of equipment, materials and supplies required for
   the management of bridges.
   
                                Part B
                                   
                  Bridges under Participating Regions
   
       1.  Rehabilitation,  repair,  reconstruction,  replacement  and
   widening  of  about  20  selected local  bridges  in  each  of  the
   Participating Regions.
       2.  Provision  of vehicles, equipment, materials  and  supplies
   required for the maintenance of bridges.
   
                                Part C
                                   
                       Bridges under Moscow City
   
       1.  Rehabilitation,  repair,  reconstruction,  replacement  and
   widening of about 20 selected bridges in Moscow City.
   
                                Part D
                                   
                         Technical Assistance
   
       1.  Provision  of  technical assistance  to  the  Borrower  for
   strengthening   of   the   federal  road  and   bridge   management
   administration and system including:
       (a) provision of project implementation (including selection of
   federal  bridges and procurement) and supervision  support  to  the
   Federal PIU and FHD;
       (b)  designing of federal bridge works and supervision of  such
   works;
       (c)  improvement  of  the  FHD  bridge  management  system  and
   extending it to regional road administrations;
       (d)  training  of  federal  road and  bridge  staff  in  bridge
   maintenance and bridge management system; and
       (e)  improvement of the administrative, technical and financial
   relationship of FHD and the regions of the Russian Federation.
       2.  Provision  of  technical assistance  to  the  Participating
   Regions   for  strengthening  of  the  regional  road  and   bridge
   management administration and system, including:
       (a) provision of project implementation (including selection of
   regional  bridges and procurement) and supervision support  to  the
   Regional PIUs and the concerned regional road administrations;
       (b)  designing of regional bridge works and supervision of such
   works; and
       (c)  training  of  regional road and  bridge  staff  in  bridge
   maintenance and bridge management system.
       3.  Provision  of  technical assistance to  the  Department  of
   Engineering  of Moscow City for the implementation of the  Project,
   including:
       (a) provision of project implementation (including selection of
   Moscow  City  bridges and procurement) and supervision  support  to
   the Moscow City PIU;
       (b)  designing  of Moscow City bridge works and supervision  of
   such works; and
       (c)  training  of Moscow City road and bridge staff  in  bridge
   maintenance and bridge management system.
   
       The Project is expected to be completed by June 30, 2001.
   
   
   
   
   
                              SCHEDULE 3
   
                         AMORTIZATION SCHEDULE
   
   ------------------------------------T----------------------------¬
   ¦        Date Payment Due           ¦   Payment of Principal     ¦
   ¦                                   ¦(expressed in dollars) <*>  ¦
   +-----------------------------------+----------------------------+
   ¦On each March 15 and September 15  ¦                            ¦
   ¦                                   ¦                            ¦
   ¦   beginning September 15, 2001    ¦                            ¦
   ¦   through September 15, 2012      ¦          14,585,000        ¦
   ¦                                   ¦                            ¦
   ¦and on March 15, 2013              ¦          14,545,000        ¦
   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 not  ¦     0.35                       ¦
   ¦more than six years before     ¦                                ¦
   ¦maturity                       ¦                                ¦
   ¦                               ¦                                ¦
   ¦More than six years but not    ¦     0.65                       ¦
   ¦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 AND WORKS
                                   
                                Part A
                                   
                                General
   
       Goods  and  works  shall  be procured in  accordance  with  the
   provisions  of  Section I of the "Guidelines for Procurement  under
   IBRD  Loans and IDA Credits" published by the Bank in January  1995
   (the  Guidelines) and the following provisions of this Section,  as
   applicable.
   
                                Part B
                                   
                   International Competitive Bidding
   
       1.  Except  as  otherwise provided in Part C of  this  Section,
   goods  and  works  shall  be procured under  contracts  awarded  in
   accordance with the provisions of Section II of the Guidelines  and
   paragraph 5 of Appendix 1 thereto.
       2.  The following provisions shall apply to goods and works  to
   be   procured  under  contracts  awarded  in  accordance  with  the
   provisions of paragraph 1 of this Part B.
       (a) Prequalification
       Bidders  for  civil works shall be prequalified  in  accordance
   with the provisions of paragraph 2.09 and 2.10 of the Guidelines.
       (b) Preference for domestically manufactured goods
       The  provisions  of paragraphs 2.54 and 2.55 of the  Guidelines
   and  Appendix  2 thereto shall apply to goods manufactured  in  the
   territory of the Borrower.
       (c) Dispute Review Board
       Each  contract  for  works estimated  to  cost  50,000,000  USD
   equivalent  or  more  shall include the provisions  for  a  dispute
   review board set forth in the standard bidding documents for  works
   referred to in paragraph 2.12 of the Guidelines.
   
                                Part C
                                   
                     Other Procurement Procedures
   
       1. National Competitive Bidding
       (a)  Works  under  Part A.1 of the Project, estimated  to  cost
   3,000,000  USD  equivalent or less per contract and 10,000,000  USD
   equivalent  or  less  in  the  aggregate,  may  be  procured  under
   contracts  awarded in accordance with the provisions of  paragraphs
   3.3 and 3.4 of the Guidelines.
       (b)  Works for each of the Participating Regions under Part B.1
   of  the Project, estimated to cost 1,000,000 USD equivalent or less
   per   contract  and  1,000,000  USD  equivalent  or  less  in   the
   aggregate,  may be procured under contracts awarded  in  accordance
   with the provisions of paragraphs 3.3 and 3.4 of the Guidelines.
       (c)  Works  under  Part C.1 of the Project, estimated  to  cost
   1,000,000  USD  equivalent or less per contract and  1,000,000  USD
   equivalent  or  less  in  the  aggregate,  may  be  procured  under
   contracts  awarded in accordance with the provisions of  paragraphs
   3.3 and 3.4 of the Guidelines.
       2. International Shopping
       (a)  Except as provided in paragraphs 3(a) and 4 hereof,  goods
   under  Part  A.2  of  the Project, estimated to  cost  300,000  USD
   equivalent or less per contract and 400,000 USD equivalent or  less
   in  the  aggregate, may be procured under contracts awarded on  the
   basis  of international shopping procedures in accordance with  the
   provisions of paragraphs 3.5 and 3.6 of the Guidelines.
       (b)  Except as provided in paragraphs 3(b) and 4 hereof,  goods
   for  each  of  the  Participating Regions under  Part  B.2  of  the
   Project,  estimated  to  cost 300,000 USD equivalent  or  less  per
   contract  and 400,000 USD equivalent or less in the aggregate,  may
   be  procured  under contracts awarded on the basis of international
   shopping   procedures  in  accordance  with   the   provisions   of
   paragraphs 3.5 and 3.6 of the Guidelines.
       3. National Shopping
       (a)  Except as provided in paragraph 4 hereof, goods under Part
   A.2  of  the  Project, estimated to cost 50,000 USD  equivalent  or
   less  per  contract  and  200,000 USD equivalent  or  less  in  the
   aggregate, may be procured under contracts awarded on the basis  of
   national  shopping procedures in accordance with the provisions  of
   paragraphs 3.5 and 3.6 of the Guidelines.
       (b) Except as provided in paragraph 4 hereof, goods for each of
   the  Participating Regions under Part B.2 of the Project, estimated
   to  cost 50.000 USD equivalent or less per contract and 100,000 USD
   equivalent  or  less  in  the  aggregate,  may  be  procured  under
   contracts  awarded on the basis of national shopping procedures  in
   accordance  with the provisions of paragraphs 3.5 and  3.6  of  the
   Guidelines.
       4. Direct Contracting
       Goods  under  Part A.2 and B.2 of the Project which  are  of  a
   proprietary nature and costing 100,000 USD equivalent  or  less  in
   the  aggregate, may, with the Bank's prior agreement,  be  procured
   in   accordance  with  the  provisions  of  paragraph  3.7  of  the
   Guidelines.
   
                                Part D
                                   
              Review bv the Bank of Procurement Decisions
   
       1. Procurement Planning
       Prior  to  the  issuance of any invitations to  prequalify  for
   bidding or to bid for contracts, the proposed procurement plan  for
   the  Project  shall  be furnished to the Bank for  its  review  and
   approval,  in  accordance with the provisions  of  paragraph  1  of
   Appendix  1 to the Guidelines. Procurement of all goods  and  works
   shall  be  undertaken in accordance with such procurement  plan  as
   shall  have  been approved by the Bank, and with the provisions  of
   said paragraph 1.
       2. Prior Review
       With respect to:
       (a) each contract for goods and works under Part A hereof;
       (b) the first contract for works under Part C.1 hereof; and
       (c)  each  contract  for  goods  under  Part  C.4  hereof,  the
   procedures  set forth in paragraphs 2 and 3 of Appendix  1  to  the
   Guidelines shall apply.
       3. Post Review
       With  respect to each contract not governed by paragraph  2  of
   this  Part,  the procedures set forth in paragraph 4 of Appendix  1
   to the Guidelines shall apply.
   
                 Section II. EMPLOYMENT OF CONSULTANTS
   
       1.  Consultants'  services for Part D of the Project  shall  be
   procured  under contracts awarded in accordance with the provisions
   of  the  "Guidelines  for  the Use of  Consultants  by  World  Bank
   Borrowers  and by the World Bank as Executing Agency" published  by
   the  Bank  in August 1981 (the Consultant Guidelines). For complex,
   time-based  assignments,  such contracts  shall  be  based  on  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, other standard forms acceptable to  the  Bank
   shall be used.
       2.  Notwithstanding  the  provisions of  paragraph  1  of  this
   Section,  the  provisions  of the Consultant  Guidelines  requiring
   prior  Bank  review or approval of budgets, short lists,  selection
   procedures,  letters of invitation, proposals,  evaluation  reports
   and contracts shall not apply to:
       (a)  contracts for the employment of consulting firms estimated
   to cost less than 75,000 USD equivalent each; or
       (b)  contracts for the employment of individuals  estimated  to
   cost   less   than  50,000  USD  equivalent  each.  However,   said
   exceptions to prior Bank review shall not apply to:
       (a) the terms of reference for such contracts;
       (b) single-source selection of consulting firms;
       (c)  assignments of a critical nature, as reasonably determined
   by the Bank;
       (d)  amendments to contracts for the employment  of  consulting
   firms  raising  the  contract value to  75,000  USD  equivalent  or
   above; or
       (e)  amendments to contracts for the employment  of  individual
   consultants raising the contract value to 50,000 USD equivalent  or
   above.
   
   
   
   
   
                              SCHEDULE 5
                                   
                        IMPLEMENTATION PROGRAM
   
       1.  FHD  shall, under the general supervision and  guidance  of
   MOT,  be  responsible  for  the  overall  coordination  of  Project
   activities and providing information relating thereto to the Bank.
       2.  The  Borrower  shall  maintain and strengthen  the  Project
   Implementation  Unit  (Dorinvest), established  under  the  Highway
   Rehabilitation and Maintenance Project (Loan No. 3706 RU),  in  the
   FHD  for  the  purpose  of implementing Parts  A  and  D.1  of  the
   Project.
       3.  The Borrower shall carry out an Action Plan, comprising the
   following  measures, agreed with the Bank, in a manner satisfactory
   to the Bank:
       (a)   clearing   the  backlog  of  bridge  rehabilitation   and
   maintenance on federal roads;
       (b)  implementing  a program to improve the  bridge  management
   system in FHD;
       (c)  improving  the  administrative, technical,  and  financial
   relationship of FHD and the regions of the Russian Federation;
       (d)   strengthening  the  capabilities   of   FHD   to   assess
   environmental impacts of bridge works; and
       (e)  improvement  of  bridge management  in  the  Participating
   Regions.
       4.  The Borrower shall carry out Parts A and D.1 of the Project
   in  accordance with a Project Implementation Schedule  agreed  with
   the Bank.
       5. (a) The Borrower shall, in consultation with the Bank and in
   accordance with selection criteria and schedule acceptable  to  the
   Bank,  select  the  region  or regions  for  participation  in  the
   Project  from the following five subjects of the Russian Federation
   (administrative  subdivisions  of  the  Borrower):   Tver   Region,
   Vologda  Region,  Leningrad  Region,  Kirov  Region,  and  Novgorod
   Region including any successor or successors thereto.
       (b)  The Borrower shall select bridges and interchanges  to  be
   included  in  Part  A  of  the  Project  in  accordance  with   the
   methodology and criteria agreed with the Bank.
       6.  Without  limiting  the generality of its  obligation  under
   Section  II  of Schedule 4 hereof, the Borrower shall, by  November
   30,   1996,   engage   consultants,  under   terms   of   reference
   satisfactory  to the Bank, for engineering design of  bridge  works
   selected  under  Part  A  of  the  Project  and  included  in   the
   Borrower's 1997 - 99 bridge works schedule.
       7.  The Borrower shall, by December 31, 1996, discuss with  the
   Bank  the  recommendations of the road financing study carried  out
   under the Highway Rehabilitation and Maintenance Project (Loan  No.
   3706  RU),  and, thereafter, take measures for improving  the  road
   financing system for federal and regional roads.
       8.  The Borrower shall, within one month after the end of  each
   calendar  quarter, furnish to the Bank a quarterly progress  report
   of  the  implementation of Parts A and D.1 of the Project  for  the
   previous quarter in form and detail satisfactory to the Bank.
       9.  The Borrower shall, by December 31, 1998, carry out a  mid-
   term  review,  in  consultation with the Bank, for  evaluating  the
   overall  progress in the implementation of Parts A and D.1  of  the
   Project  and adopting such measures as may be necessary to  resolve
   any issues in respect thereof.
       10. The Borrower shall:
       (a)  cause FHD to open a Project bank account for the  purposes
   of  Parts A and D.1 of the Project with an initial deposit in local
   currency  of  the  Borrower equivalent to  at  least  five  hundred
   thousand dollars (500,000 USD); and
       (b) within twelve months of the effectiveness of this Agreement
   increase  and, until completion of the Project, maintain  the  said
   account  with  a minimum balance, through quarterly replenishments,
   equivalent  to  one million dollars (1,000,000 USD) or  such  other
   amount as may be agreed by the Bank from time to time.
       11.   The   Borrower  shall  under  the  Participating  Regions
   Subsidiary   Loan  Agreements  cause  each  of  the   Participating
   Regions, inter alia, to:
       (a) declare its commitment to the objectives of the Project  as
   set  forth  in Schedule 2 to this Agreement, and, to this  end,  to
   carry  out  Parts B and D.2 of the Project with due  diligence  and
   efficiency  and  in  conformity  with  appropriate  administrative,
   financial,  and engineering practices, and to provide, promptly  as
   needed,   the  funds,  facilities,  services  and  other  resources
   required for Parts B and D.2 of the Project;
       (b)  within  one  month  of the date of  effectiveness  of  the
   relevant   Participating   Regions   Subsidiary   Loan   Agreement,
   establish  and  maintain  a  Project  Implementation  Unit  in  its
   respective  road administration, with adequate staff,  funding  and
   facilities for the purpose of implementing Parts B and D.2  of  the
   Project. Without limiting the generality of the foregoing, each  of
   the  Participating Regions shall assign to its respective  Regional
   PIU on a full-time basis at least the following:
       (i) a Project manager,
       (ii) a bridge engineer, and
       (iii) a bilingual secretary;
       (c) carry out Parts B and D.2 of the Project in accordance with
   a  Project Implementation Schedule agreed with the Borrower and the
   Bank;
       (d)  select bridges to be included in Part B of the Project  in
   accordance  with  the  methodology and  criteria  agreed  with  the
   Borrower and the Bank;
       (e)   without   limiting  the  generality  of  its   respective
   obligation   under  Section  II  of  Schedule  1   hereof,   engage
   consultants, under terms of reference satisfactory to the  Borrower
   and the Bank:
       (i)  within  two  months of the date of  effectiveness  of  the
   relevant  Participating  Regions  Subsidiary  Loan  Agreement,  for
   strengthening the capacity of its respective Regional PIU; and
       (ii)  within  four months of the date of effectiveness  of  the
   relevant  Participating  Regions  Subsidiary  Loan  Agreement,  for
   engineering  design of bridge works selected under Part  B  of  the
   Project and included in its respective bridge works schedule;
       (f)  within  one month after the end of each calendar  quarter,
   furnish  to  the Borrower and the Bank a quarterly progress  report
   of  the  implementation of Parts B and D.2 of the Project  for  the
   previous  quarter in form and detail satisfactory to  the  Borrower
   and the Bank;
       (g) after one year of the date of effectiveness of the relevant
   Participating  Regions  Subsidiary  Loan  Agreement,  carry  out  a
   review,  in  consultation  with the  Borrower  and  the  Bank,  for
   evaluating  the overall progress in the implementation of  Parts  B
   and  D.2  of  the  Project and adopting such  measures  as  may  be
   necessary to resolve any issues in respect thereof;
       (h)  within  one  month  of the date of  effectiveness  of  the
   relevant  Participating Regions Subsidiary Loan Agreement,  open  a
   Project  bank account for the purposes of Parts B and  D.2  of  the
   Project  with an initial deposit in local currency of the  Borrower
   equivalent  to  at  least three hundred thousand  dollars  (300,000
   USD)  and,  until  completion  of the Project,  maintain  the  said
   account  with  a minimum balance, through quarterly replenishments,
   equivalent  to  the  said amount or such other  amount  as  may  be
   agreed by the Borrower and the Bank from time to time;
       (i)  duly  perform all its obligations under its  Participating
   Regions  Subsidiary Loan Agreement and except as the  Borrower  and
   the  Bank  may  otherwise agree, not take or concur in  any  action
   which  would have the effect of amending, abrogating, assigning  or
   waiving its Participating Regions Subsidiary Loan Agreement or  any
   provision thereof;
       (j)  exchange views with the Borrower and the Bank with  regard
   to  the progress of Parts B and D.2 of the Project, the performance
   of   its  obligations  under  the  relevant  Participating  Regions
   Subsidiary  Loan  Agreement,  and other  matters  relating  to  the
   purposes of the Loan; and
       (k)  promptly inform the Borrower and the Bank of any condition
   which  interferes or threatens to interfere with  the  progress  of
   Parts  B and D.2 of the Project, the accomplishment of the purposes
   of  the Loan, or the performance by it of its obligations under its
   Participating Regions Subsidiary Loan Agreement.
       12.  The  Borrower shall under the Moscow City Subsidiary  Loan
   Agreement cause Moscow City, inter alia, to:
       (a) declare its commitment to the objectives of the Project  as
   set  forth  in Schedule 2 to this Agreement, and, to this  end,  to
   carry  out  Parts C and D.3 of the Project with due  diligence  and
   efficiency  and  in  conformity  with  appropriate  administrative,
   financial,  and engineering practices, and to provide, promptly  as
   needed,   the  funds,  facilities,  services  and  other  resources
   required for Parts C and D.3 of the Project;
       (b) within one month of the date of effectiveness of the Moscow
   City  Subsidiary Loan Agreement, establish and maintain  a  Project
   Implementation  Unit in its Engineering Department,  with  adequate
   staff,  funding  and  facilities for the  purpose  of  implementing
   Parts C and D.3 of the Project. Without limiting the generality  of
   the  foregoing, Moscow City shall assign to its PIU on a  full-time
   basis at least the following:
       (i) a Project manager;
       (ii) a bridge engineer; and
       (iii) a bilingual secretary;
       (c) carry out Parts C and D.3 of the Project in accordance with
   a  Project Implementation Schedule agreed with the Borrower and the
   Bank;
       (d)  select bridges to be included in Part C of the Project  in
   accordance  with  the  methodology and  criteria  agreed  with  the
   Borrower and the Bank;
       (e)  without  limiting the generality of its obligations  under
   Section  II  of Schedule 1 hereof, engage consultants, under  terms
   of reference satisfactory to the Borrower and the Bank:
       (i)  within  two  months of the date of  effectiveness  of  the
   Moscow  City  Subsidiary  Loan  Agreement,  for  strengthening  the
   capacity of the Moscow City PIU; and
       (ii)  within  four months of the date of effectiveness  of  the
   Moscow  City Subsidiary Loan Agreement, for engineering  design  of
   bridge  works selected under Part C of the Project and included  in
   Moscow City's bridge works schedule;
       (f)  within  one month after the end of each calendar  quarter,
   furnish  to  the Borrower and the Bank a quarterly progress  report
   of  the  implementation of Parts C and D.3 of the Project  for  the
   previous  quarter in form and detail satisfactory to  the  Borrower
   and the Bank;
       (g)  after one year of the date of effectiveness of the  Moscow
   City   Subsidiary   Loan  Agreement,  carry  out   a   review,   in
   consultation  with  the Borrower and the Bank, for  evaluating  the
   overall  progress in the implementation of Parts C and D.3  of  the
   Project  and adopting such measures as may be necessary to  resolve
   any issues in respect thereof;
       (h) within one month of the date of effectiveness of the Moscow
   City  Subsidiary  Loan Agreement, open a Project bank  account  for
   the  purposes  of  Parts C and D.3 of the Project with  an  initial
   deposit  in local currency of the Borrower equivalent to  at  least
   five  hundred thousand dollars (500,000 USD) and, until  completion
   of  the  Project, maintain the said account with a minimum balance,
   through quarterly replenishments, equivalent to the said amount  or
   such  other  amount as may be agreed by the Borrower and  the  Bank
   from time to time;
       (i)  duly  perform all its obligations under  the  Moscow  City
   Subsidiary Loan Agreement and except as the Borrower and  the  Bank
   may  otherwise agree, not take or concur in any action which  would
   have  the effect of amending, abrogating, assigning or waiving  the
   Moscow City Subsidiary Loan Agreement or any provision thereof;
       (j)  exchange views with the Borrower and the Bank with  regard
   to  the progress of Parts C and D.3 of the Project, the performance
   of   its   obligations  under  the  Moscow  City  Subsidiary   Loan
   Agreement, and other matters relating to the purposes of the  Loan;
   and
       (k)  promptly inform the Borrower and the Bank of any condition
   which  interferes or threatens to interfere with  the  progress  of
   Parts  C and D.3 of the Project, the accomplishment of the purposes
   of  the  Loan, or the performance by Moscow City of its obligations
   under the Moscow City Subsidiary Loan Agreement.
   
   
   
   
   
                              SCHEDULE 6
                                   
                           SPECIAL ACCOUNTS
   
       1. For the purposes of this Schedule:
       (a) the term "eligible Category" means:
       (i)  Categories 1(a), 2(a), and 3(a) set forth in the table  in
   paragraph 1 of Schedule 1 to this Agreement in respect of  Parts  A
   and D.1 of the Project;
       (ii) Categories 1(b), 2(b) and 3(b) set forth in said table  in
   respect of Parts B and D.2 of the Project; and
       (iii)  Categories 1(c) and 3(c) set forth in the said table  in
   respect of Parts C and D.3 of the Project;
       (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  5,000,000 USD in respect of the Special Account for Parts A and
   D.1  of  the  Project (Special Account A), an amount equivalent  to
   1,000,000  USD in respect of each of the Special Accounts  for  the
   respective  Participating  Regions for  Parts  B  and  D.2  of  the
   Project (Special Accounts B, C, D, E, and F respectively),  and  an
   amount  equivalent  to  2,000,000 USD in  respect  of  the  Special
   Account  for  Parts C and D.3, of the Project (Special Account  G),
   to  be  withdrawn  from  the Loan Account and  deposited  into  the
   respective  Special Account pursuant to paragraph  3  (a)  of  this
   Schedule,  provided, however, that unless the Bank shall  otherwise
   agree,  the  Authorized Allocation shall be limited  to  an  amount
   equivalent  to  1,000,000 USD in respect of Special Account  A,  an
   amount  equivalent  to  300,000 USD  each  in  respect  of  Special
   Accounts  B,  C, D, E, and F, and an amount equivalent  to  500,000
   USD in respect of Special Account G, until:
       (i)  in  respect of Special Account A, the aggregate amount  of
   withdrawals  from  the Loan Account allocated to  Categories  1(a),
   2(a),  and  3(a)  plus the total amount of all outstanding  special
   commitments  entered into by the Bank pursuant to Section  5.02  of
   the General Conditions for Parts A and D.1 of the Project shall  be
   equal to or exceed the equivalent of 5,000,000 USD;
       (ii) in respect of each of the Special Accounts B, C, D, E, and
   F,  the  aggregate  amount of withdrawals  from  the  Loan  Account
   allocated to Categories 1(b), 2(b), and 3(b) plus the total  amount
   of  all  outstanding special commitments entered into by  the  Bank
   pursuant to Section 5.02 of the General Conditions for Parts B  and
   D.2   of   the  Project  for  each  of  the  Participating  Regions
   respectively  shall  be  equal  to  or  exceed  the  equivalent  of
   1,000,000 USD; and
       (iii) in respect of Special Account G, the aggregate amount  of
   withdrawals from the Loan Account allocated to Categories 1(c)  and
   3(c)  plus  the total amount of all outstanding special commitments
   entered  into by the Bank pursuant to Section 5.02 of  the  General
   Conditions for Parts C and D.3 of the Project shall be equal to  or
   exceed the equivalent of 2,000,000 USD.
       2. Payments out of the respective 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  respective  Special Account has been duly opened,  withdrawals
   of   the  Authorized  Allocation  and  subsequent  withdrawals   to
   replenish the respective Special Account shall be made as follows:
       (a)  For withdrawals of the Authorized Allocation, the Borrower
   shall  furnish to the Bank a request or requests for  deposit  into
   the  respective  Special Account of an amount or amounts  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  into
   the  respective  Special  Account such amount  or  amounts  as  the
   Borrower shall have requested.
       (b)  (i)  For replenishment of the respective Special  Account,
   the  Borrower shall furnish to the Bank requests for deposits  into
   the  respective 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
   respective  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 respective 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 respective
   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 any Special Account:
       (a)  if,  at any time, the Bank shall have determined that  all
   further  withdrawals should be made by the Borrower  directly  from
   the Loan Account in accordance with the provisions of Article V  of
   the  General Conditions and paragraph (a) of Section 2.02  of  this
   Agreement;
       (b)  if the Borrower shall have failed to furnish to the  Bank,
   within  the  period of time specified in Section 4.01 (b)  (ii)  of
   this  Agreement, any of the audit reports required to be  furnished
   to  the  Bank pursuant to said Section in respect of the  audit  of
   the records and accounts for the Special Accounts;
       (c)  if, at any time, the Bank shall have notified the Borrower
   of  its  intention to suspend in whole or in part the right of  the
   Borrower to make withdrawals from the Loan Account pursuant to  the
   provisions of Section 6.02 of the General Conditions; or
       (d) once the total unwithdrawn amount of the Loan allocated  to
   the  eligible Categories for the respective Special Account,  minus
   the  total  amount  of all outstanding special commitments  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
   respective  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 any 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 respective 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 any Special Account shall be made  until
   the  Borrower  has provided such evidence or made such  deposit  or
   refund, as the case may be.
       (b)  If  the  Bank shall have determined at any time  that  any
   amount  outstanding in any 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
   Accounts.
       (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.
   
   

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