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СОГЛАШЕНИЕ МЕЖДУ РОССИЙСКОЙ ФЕДЕРАЦИЕЙ И МЕЖДУНАРОДНЫМ БАНКОМ РЕКОНСТРУКЦИИ И РАЗВИТИЯ (МБРР) О ЗАЙМЕ ДЛЯ ФИНАНСИРОВАНИЯ ПРОЕКТА СОДЕЙСТВИЯ РЕСТРУКТУРИРОВАНИЮ ПРЕДПРИЯТИЙ (LOAN NUMBER 4184 RU) [АНГЛ.] (ЗАКЛЮЧЕНО В Г. ВАШИНГТОНЕ 06.10.1997)

(по состоянию на 20 октября 2006 года)

<<< Назад


                                                   Loan number 4184 RU
   
                            LOAN AGREEMENT
              (ENTERPRISE RESTRUCTURING SERVICES PROJECT)
           BETWEEN RUSSIAN FEDERATION AND INTERNATIONAL BANK
                  FOR RECONSTRUCTION AND DEVELOPMENT
                                   
                        (Washington, 6.X.1997)
   
       Agreement,  dated  October 6, 1997, between Russian  Federation
   (the  Borrower)  and  International  Bank  for  Reconstruction  and
   Development (the Bank).
       Whereas  (A)  In order to encourage the economically  efficient
   restructuring  of  privatized enterprises on the territory  of  the
   Borrower,  the  Government of the Borrower has  adopted  a  program
   (the  Enterprise  Restructuring Program) designed  to  support  the
   restructuring  of  such enterprises through the  carrying  out,  by
   specific enterprises, of qualifying enterprise restructuring  plans
   adopted  by  the  enterprises  for  purposes  consistent  with  the
   objectives  of  such  program,  and containing  specific  measures,
   including  the measures described in Schedule 2 to this  Agreement,
   to facilitate such restructuring;
       (B) 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;
       (C)  the  Project will be carried out by the Borrower with  the
   assistance of the Privatization Center (as hereinafter defined)  in
   accordance with the provisions of the Implementation Agreement  (as
   hereinafter  defined) to be entered into between the  Borrower  and
   the Privatization Center, 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  and  in  the   Project
   Agreement  of  even  date  herewith  between  the  Bank   and   the
   Privatization Center;
       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 for Single Currency Loans" of the Bank,  dated
   May  30,  1995 (the General Conditions) with the modifications  set
   forth  in Schedule 4 to this Agreement constitute an integral  part
   of this 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) "Bank-Guarantor" means a commercial bank guaranteeing a Sub-
   loan  pursuant to the provisions of sub-paragraph 5 (c) of  Part  B
   of the Annex to Schedule 5 to this Agreement;
       (b)  "Beneficiary  Enterprise" means an enterprise,  qualifying
   under the appropriate guidelines established for such purposes,  as
   referred  to  in paragraph B.2 of Schedule 5 to this Agreement,  to
   which the Borrower proposes to make or has made a Sub-loan;
       (c)  "Enterprise Restructuring Services Credit Facility"  means
   the facility established pursuant to Part A of the Project;
       (d)  "Evaluation Committee" means the committee referred to  in
   paragraph A.2 of Schedule 5 to this Agreement;
       (e)  "Free-limit  Sub-loan" means a Sub-loan (as  so  defined),
   which   qualifies  as  a  free-limit  Sub-loan  pursuant   to   the
   provisions of paragraph 1 (b) of Part A of the Annex to Schedule  5
   to this Agreement;
       (f)  "Implementation  Agreement" means the agreement  governing
   the   relationship  between  the  Borrower  and  the  Privatization
   Center,  to  be entered into between the MOF and the MOE  (both  as
   hereinafter   defined),   representing  the   Borrower,   and   the
   Privatization  Center, which agreement shall  have  been  concluded
   pursuant  to Paragraph B.4 of Schedule 5 this Agreement,  and  such
   term  shall include any amendments to such agreement as may be made
   from time to time;
       (g)  "LERC" means the Leontief Economic Research Center, a non-
   profit  municipal organization organized and existing  pursuant  to
   Decision  N. 30p of January 14, 1994, of the Property Committee  of
   the  Government of the City of St. Petersburg and registered in the
   records  of the City of St. Petersburg under Registration N.  6424,
   dated February 17, 1994;
       (h) "MOE" means the Borrower's Ministry of the Economy;
       (i) "MOF" means the Borrower's Ministry of Finance;
       (j)  "Privatization  Center" means  the  Russian  Privatization
   Center,  a  state  social foundation established  by  the  Borrower
   pursuant  to  Decree No. 716 of the President of  the  Borrower  of
   November  23,  1992 and the Founders' Agreement dated  October  26,
   1992;
       (k)  "Project Agreement," means the agreement between the  Bank
   and  the  Privatization Center of even date herewith, as  the  same
   may  be  amended  from  time to time, and such  term  includes  all
   schedules and agreements supplemental to the Project Agreement;
       (l)  "Qualifying  Expenditures"  means  expenditures  made   or
   incurred  by  a  Beneficiary Enterprise in respect of  consultants'
   services  rendered  pursuant to a Restructuring  Services  Contract
   under  a  Sub-loan  approved in accordance with  the  criteria  and
   procedures  referred to in paragraph 2 of Part A of  the  Annex  to
   Schedule  5  to  this Agreement, subject to the applicable  maximum
   amount  of  such expenditures which are eligible for  financing  in
   accordance  with the provisions of paragraph 2 of Part  B  of  such
   Annex;
       (m)  "Restructuring Services Contract" means  the  contract  or
   other  arrangements entered into between the Beneficiary Enterprise
   and  any  consultants  providing  for  the  rendering  of  specific
   enterprise   restructuring  services   by   such   consultants   in
   connection with a Sub-project;
       (n)  "Special Account" means the account referred to in Section
   2.02 (b) of his Agreement;
       (o)  "Statutes"  means  the  charter,  statutes,  articles   of
   incorporation,   founders'  agreement,  license,  regulations,   or
   special   laws  or  decrees  relating  to  the  establishment,   or
   governing  the operations of LERC, or the Privatization Center,  as
   the case may be;
       (p) "Sub-loan" means a loan, made or proposed to be made by the
   Borrower, through the Privatization Center, out of the proceeds  of
   the  Loan,  to  a Beneficiary Enterprise for purposes of  financing
   all  or a portion of the costs required for the carrying out  of  a
   Sub-project;
       (q)  "Sub-loan  Agreement"  means the  agreement  entered  into
   between  the  Borrower,  through the Privatization  Center,  and  a
   Beneficiary  Enterprise, providing for a Sub-loan, as  referred  to
   in paragraph (c) of Section 3.02 of this Agreement; and
       (r) "Sub-Project" means an enterprise restructuring project  of
   a  specific  Beneficiary Enterprise qualifying under the Enterprise
   Restructuring  Program and meeting the criteria applicable  to  the
   Project,  which  has  been  selected by  the  Privatization  Center
   pursuant to the provisions of the Implementation Agreement  and  is
   proposed to be carried out by a Beneficiary Enterprise in whole  or
   in part through the utilization of the proceeds of a Sub-loan.
   
                              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,   an   amount  equal  to  eighty-five  million   dollars
   (85,000,000 USD).
       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 a withdrawal made by a
       Beneficiary  Enterprise  under  a Sub-loan under Part A of the
       Project  to  meet  the   costs  of   Qualifying   Expenditures
       reasonably incurred under a Sub-Project; and
           (ii) expenditures  made (or, if  the  Bank shall so agree,
       to be made) in  respect of the reasonable cost of the services
       required  for  Parts  B, C  and  D  of  the  Project and to be
       financed out of the proceeds of the Loan.
       (b) The Borrower may, for the purposes of the Project, open and
   maintain in dollars a special deposit account in a commercial  bank
   on  terms  and  conditions  satisfactory  to  the  Bank,  including
   appropriate  protection  against set-off,  seizure  or  attachment.
   Deposits  into, and payments out of, the Special Account  shall  be
   made  in  accordance  with the provisions of  Schedule  7  to  this
   Agreement.
       Section  2.03. The Closing Date shall be December 31, 2002,  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  LIBOR  Base
   Rate plus LIBOR Total Spread.
       (b) For the purposes of this Section:
           (i) "Interest  Period"  means the initial period from  and
       including  the  date of this Agreement to, but excluding,  the
       first  Interest  Payment  Date occurring thereafter, and after
       the  initial  period,  each  period  from  and   including  an
       Interest  Payment  Date  to,  but excluding the next following
       Interest Payment Date.
           (ii) "Interest  Payment  Date" means any date specified in
       Section 2.06 of this Agreement.
           (iii) "LIBOR  Base Rate"  means, for each Interest Period,
       the London  interbank  offered  rate for six-month deposits in
       dollars  for  value the first day of such Interest Period (or,
       in  the  case  of  the  initial Interest Period, for value the
       Interest Payment Date occurring on or next preceding the first
       day  of such Interest Period), as reasonably determined by the
       Bank and expressed as a percentage per annum.
           (iv) "LIBOR Total Spread" means, for each Interest Period:
               (A) one-half of  one  percent (1/2 of 1%);
               (B) minus (or plus) the  weighted  average margin, for
           such   Interest  Period,  below  (or  above)  the   London
           interbank  offered  rates,  or  other reference rates, for
           six-month  deposits, in respect of the  Bank's outstanding
           borrowings or portions thereof allocated by  the  Bank  to
           fund  single currency loans or portions thereof made by it
           that include  the Loan;  as reasonably  determined by the
           Bank and expressed as a percentage per annum.
       (c)  The Bank shall notify the Borrower of LIBOR Base Rate  and
   LIBOR  Total  Spread for each Interest Period,  promptly  upon  the
   determination thereof.
       (d)  Whenever, in light of changes in market practice affecting
   the  determination  of  the  interest rates  referred  to  in  this
   Section  2.05,  the Bank determines that it is in the  interest  of
   its  borrowers  as  a whole and of the Bank to apply  a  basis  for
   determining  the interest rates applicable to the Loan  other  than
   as  provided  in said Section, the Bank may modify  the  basis  for
   determining  the  interest rates applicable to the  Loan  upon  not
   less  than six (6) months' notice to the Borrower of the new basis.
   The  basis  shall  become effective on the  expiry  of  the  notice
   period unless the Borrower notifies the Bank during said period  of
   its  objection thereto, in which case said modification  shall  not
   apply to the Loan.
       Section 2.06. Interest and other charges shall be payable March
   5 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.  The  Borrower declares its  commitment  to  the
   objectives  of  the  Project as set forth in  Schedule  2  to  this
   Agreement,  and,  to this end, shall carry out the Project  through
   the  Privatization  Center  as set forth  in  Schedule  5  to  this
   Agreement,  all  with  due diligence and efficiency  in  accordance
   with  sound  economic standards and in conformity with  appropriate
   administrative  and  financial practices,  and  shall  provide,  or
   cause  to  be  provided, promptly as needed, the funds, facilities,
   services and other resources required for purposes of the Project.
       Section 3.02. Without limitation or restriction upon any of its
   other  obligations  under the Loan Agreement, the  Borrower  shall,
   for purposes of Part A of the Project:
       (a)  cause  the  Privatization Center to perform in  accordance
   with  the provisions of this Agreement, the Project Agreement,  the
   Implementation Agreement and its Statutes, all the obligations  and
   activities  of the Privatization Center therein set forth  relating
   to  the  Project;  and  take  or cause  to  be  taken  all  action,
   including  the provision of funds, facilities, services  and  other
   resources,  necessary  or appropriate to enable  the  Privatization
   Center  to perform such obligations; and not take or permit  to  be
   taken  any  action  which  would prevent  or  interfere  with  such
   performance  (provided,  however, that  if  any  provision  of  the
   Implementation  Agreement or the Statutes is  inconsistent  with  a
   provision   of  this  Agreement  or  the  Project  Agreement,   the
   provision of the Loan Agreement or Project Agreement, as  the  case
   may be, shall govern);
       (b)  exercise its rights under the Implementation Agreement  in
   such  a manner as to protect the interests of the Borrower and  the
   Bank,  to  comply  with the provisions of this  Agreement,  and  to
   accomplish the purposes of the Loan, and, except as the Bank  shall
   otherwise   agree,  not  assign,  amend,  abrogate  or  waive   the
   Implementation Agreement or any provision thereof;
       (c) relend to the Beneficiary Enterprises the equivalent of the
   proceeds of the Loan allocated from time to time to Category  1  of
   the  table  set  forth  in  paragraph  1  of  Schedule  1  to  this
   Agreement,  under  agreements  to  be  entered  into  between   the
   Borrower  (acting  through the Privatization Center  in  accordance
   with  the provisions of the Implementation Agreement) and each such
   Beneficiary Enterprise (the Sub-loan Agreements), under  terms  and
   conditions  which  shall  include, without  limitation,  those  set
   forth in the Annex to Schedule 5 of this Agreement;
       (d)  exercise its rights under the Sub-loan Agreements in  such
   manner  as  to  protect the interests of the Bank and the  Borrower
   and  to achieve the purposes of the Project; and except as the Bank
   shall  otherwise agree, not assign, amend, abrogate  or  waive  any
   Sub-loan Agreement or any provision thereof; and
       (e) coordinate the overall execution of the Project and monitor
   the   carrying  out  by  the  Beneficiary  Enterprises   of   their
   respective  obligations under the Sub-loan Agreements in accordance
   with policies and procedures satisfactory to the Bank.
       Section  3.03.  Without  limitation  upon  the  provisions   of
   Sections  3.01  and  3.02  of this Agreement,  and  except  as  the
   Borrower  and  the Bank shall otherwise agree, the  Borrower  shall
   carry  out,  or cause to be carried out, the Project in  accordance
   with  the  Implementation Program set forth in Schedule 5  to  this
   Agreement.
       Section  3.04.  Except  as  the  Bank  shall  otherwise  agree,
   procurement of the consultants' services required for  Parts  B,  C
   and  D of the Project and to be financed out of the proceeds of the
   Loan  shall  be governed by the provisions of Schedule  6  to  this
   Agreement.
   
                              Article IV
   
                          Financial Covenants
   
       Section  4.01.  The  Borrower shall maintain  or  cause  to  be
   maintained  procedures and records adequate to monitor  and  record
   the  progress of the Project and of each Sub-Project (including its
   cost  and  the  benefits to be derived from it) and to  reflect  in
   accordance with consistently maintained 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.
       Section 4.02. (a) The Borrower shall:
           (i) have  the  records referred to in Section 4.01 of this
       Agreement,  its  accounts  and  financial  statements (balance
       sheets,  statements  of  income  and  expenses   and   related
       statements)  and  records and accounts for the Special Account
       for each fiscal year audited in accordance with sound 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  said 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 said records, accounts and financial statements and
       the  audit  thereof  as  the  Bank  shall  from  time  to time
       reasonably request.
       (b) 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  Section  4.01  of  this  Agreement, records and accounts
       reflecting such expenditures;
           (ii) retain,  or  cause  to be retained 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 (a) 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  4.03.  Except as the Bank shall otherwise  agree,  the
   Borrower  shall,  in  respect  of  any  payment  of  interest   and
   repayments  of principal to be made by the Beneficiary  Enterprises
   under their respective Sub-loans:
       (a)  open, by the date on which it shall receive the first such
   payment   or  repayment,  and  thereafter  maintain,  in   a   bank
   acceptable  to  the  Bank,  a  separate  account,  on   terms   and
   conditions satisfactory to the Bank; and
       (b)  upon receipt of each such payment or repayment, credit the
   same  to said separate account. All amounts to be so credited shall
   be  utilized, to the extent that are not yet required to  meet  the
   Borrower's  payment or repayment obligations under this  Agreement,
   exclusively  to  finance  other  enterprise  restructuring  service
   contracts  on  similar terms and conditions as those applicable  to
   the  Sub-loans so repaid and credited to the said separate account.
   
                               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)  The  Enterprise  Restructuring  Program  shall  have  been
   amended,  suspended, abrogated, repealed or waived so as to  affect
   materially and adversely the ability of the Borrower to  carry  out
   the  Project  or  to  perform  any of its  obligations  under  this
   Agreement.
       (b)  The Privatization Center shall have failed to perform  any
   of   its   obligations   under  the  Project   Agreement   or   the
   Implementation Agreement.
       (c) As a result of events which have occurred after the date of
   the  Loan  Agreement, an extraordinary situation shall have  arisen
   which  shall make it improbable that the Privatization Center  will
   be  able to perform its obligations under the Project Agreement  or
   the Implementation Agreement.
       (d)  The  Statutes of the Privatization Center shall have  been
   amended,  suspended, abrogated, repealed or waived so as to  affect
   materially  and  adversely the ability of the Privatization  Center
   to  perform  any of its obligations under the Project Agreement  or
   the Implementation Agreement.
       (e)  The  Borrower  or any other authority having  jurisdiction
   shall   have   taken   any   action   for   the   dissolution    or
   disestablishment of the Privatization Center or for the  suspension
   of its operations.
       (f)  The  Privatization Center shall have become insolvent,  or
   any   action   or  proceeding  shall  have  been   taken   by   the
   Privatization  Center or by others acting under official  claim  of
   right  or  having  a  cause  of action  against  the  Privatization
   Center,  whereby  any  of  the assets of the  Privatization  Center
   shall  or  may be distributed among its creditors or in  accordance
   with  legislation  of  the  Borrower  pertaining  to  instances  of
   insolvency.
       (g)  The  Privatization  Center shall have  taken  any  of  the
   actions  specified  in  Section 4.03 (a)  to  (f)  of  the  Project
   Agreement,  so as to affect materially and adversely the operations
   or  the  financial  condition of the Privatization  Center  or  its
   ability  to carry out the Project or perform any of its obligations
   under the Project Agreement or the Implementation Agreement.
       Section  5.02.  Pursuant to Section 7.01  (h)  of  the  General
   Conditions, the following additional events are specified:
       (a)  Any  event specified in paragraph (b) of Section  5.01  of
   this  Agreement  shall occur and shall continue  for  a  period  of
   sixty  (60) days after notice thereof shall have been given by  the
   Bank to the Borrower.
       (b) Any event specified in paragraphs (d), (e), (f), or (g), of
   Section 5.01 of this Agreement shall occur.
   
                              Article VI
   
                      Effective Date; Termination
   
       Section  6.01. The following events are specified as additional
   conditions  to the effectiveness of the Loan Agreement  within  the
   meaning of Section 12.01 (c) of the General Conditions:
       (a) the Implementation Agreement has been concluded between the
   Borrower and the Privatization Center;
       (b) the Evaluation Committee has been established with terms of
   reference and operating procedures acceptable to the Bank; and
       (c)  the  roster  of  consultants,  рrе-qualified  pursuant  to
   paragraph  1  of Part C of Schedule 6 to this Agreement,  has  been
   established acceptable to the Bank.
       Section   6.02.  The  following  are  specified  as  additional
   matters,  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:
       (a)  that  the  Project Agreement has been duly  authorized  or
   ratified  by  the Privatization Center and is legally binding  upon
   the Privatization Center in accordance with its terms; and
       (b)  that the Implementation Agreement has been duly authorized
   by  the Borrower and the Privatization Center, respectively, and is
   legally  binding  upon  the Borrower and the Privatization  Center,
   respectively, in accordance with its terms.
       Section 6.03. The date ninety (90) days after the date of  this
   Agreement is hereby specified for the purposes of Section 12.04  of
   the General Conditions.
   
                              Article VII
                                   
               Representative of the Borrower; Addresses
   
       Section  7.01. The Minister of Finance of the Borrower  or  the
   Deputy  Minister of Finance responsible for international  economic
   affairs  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 Bank:
           International Bank for
           Reconstruction and Development
           1818 H Street, N.W.
           Washington, D.C. 20433
           United States of America
           Cable address:                    Telex: 248423 (MCI) or
           INTBAFRAD                                64145 (MCI)
           Washington, D.C.
   
           For the Borrower:
           Ministry of Finance
           103097 Moscow
           Ilyinka Street, 9
           Russian Federation
                                             Telex: 112008
   
       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) Enterprise           ¦    75,000,000    ¦100% of amounts    ¦
   ¦    restructuring        ¦                  ¦disbursed for      ¦
   ¦    services             ¦                  ¦Qualifying         ¦
   ¦    Under Sub-projects   ¦                  ¦Expenditures under ¦
   ¦    under                ¦                  ¦Sub-loans          ¦
   ¦    Part A of the Project¦                  ¦                   ¦
   ¦                         ¦                  ¦                   ¦
   ¦(2) Consultants' services¦       680,000    ¦100%               ¦
   ¦    for ex-post          ¦                  ¦                   ¦
   ¦    evaluation of        ¦                  ¦                   ¦
   ¦    Sub-projects         ¦                  ¦                   ¦
   ¦    under Part A         ¦                  ¦                   ¦
   ¦    of the Project       ¦                  ¦                   ¦
   ¦                         ¦                  ¦                   ¦
   ¦(3) Consultants' services¦                  ¦100%               ¦
   ¦    for:                 ¦                  ¦                   ¦
   ¦                         ¦                  ¦                   ¦
   ¦(a) Part B of the Project¦       600,000    ¦                   ¦
   ¦                         ¦                  ¦                   ¦
   ¦(b) Part C of the Project¦       700,000    ¦                   ¦
   ¦                         ¦                  ¦                   ¦
   ¦(4) Incremental Operating¦     6,420,000    ¦100%               ¦
   ¦    Expenses of the      ¦                  ¦                   ¦
   ¦    Privatization Center ¦                  ¦                   ¦
   ¦                         ¦                  ¦                   ¦
   ¦(5) Unallocated          ¦     1,600,000    ¦                   ¦
   ¦                         ¦                  ¦                   ¦
   ¦    TOTAL                ¦    85,000,000    ¦                   ¦
   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 for goods or services supplied  from  the
   territory of the Borrower; and
       (c)  the  term "Incremental Operating Expenses" means  Project-
   related   operating  costs  and  expenses,  including   incremental
   staffing   costs,   rental,   communications,   utilities,   office
   equipment   and   supplies,  travel  and   subsistence   allowance,
   interpretation  and translation, audit, and such other  incremental
   office  operational  costs and expenses as may  be  agreed  by  the
   Bank.
       3.  Notwithstanding  the provisions of paragraph  1  above,  no
   withdrawals shall be made:
       (a)  in respect of a Sub-loan unless the Sub-loan has been made
   in  accordance with the procedures and on the terms and  conditions
   set  forth  or  referred  to in the Annex to  Schedule  5  to  this
   Agreement;
       (b)  in respect of payments made for expenditures prior to  the
   date of this Agreement; and
       (c) in respect of payments made for expenditures under Category
   (4)  of this Schedule for any year during the implementation of the
   Project, prior to the adoption by the Privatization Center  of  the
   annual  operational budget for project implementation, as described
   in  Section  4.02 of the Project Agreement for the year  concerned,
   satisfactory to the Bank.
       4. The Bank may require withdrawals from the Loan Account to be
   made   on   the  basis  of  statements  of  expenditure  for:   (a)
   Incremental  Operating  Expenses of the Privatization  Center;  and
   (b)  expenditures for enterprise restructuring services under  Sub-
   projects  under  Part  A  of  the  Project,  under  contracts   not
   exceeding  300,000 USD equivalent, under such terms and  conditions
   as the Bank shall specify by notice to the Borrower.
   
   
   
   
   
   
                              SCHEDULE 2
                                   
                      DESCRIPTION OF THE PROJECT
   
       The objectives of the Project are:
       (i)  to  assist  in  financing the provision of  such  business
   advisory  and managerial consultant services to private enterprises
   in  the Russian Federation as will contribute to the improvement of
   the  economic viability and efficiency of the selected  enterprises
   and the economic and social development of the country; and
       (ii)  to facilitate the further development of the quality  and
   the  competitiveness  of  the financial and  management  consulting
   industry in the Russian Federation.
       The  Project consists of the following Parts, subject  to  such
   modifications thereof as the Bank and the Borrower may  agree  upon
   from time to time to achieve such objectives.
   
                                Part A
                                   
           Enterprise Restructuring Services Credit Facility
   
       1.   The  provision  of  Sub-loans  by  the  MOF,  through  the
   Privatization  Center,  for the financing  of  specific  enterprise
   restructuring  services to selected private enterprises  which  are
   engaged in specific enterprise restructuring projects.
       2.  Evaluation  of the outcomes and impacts of  the  enterprise
   restructuring projects carried out pursuant to paragraph 1 of  Part
   A hereof.
   
                                Part B
                                   
                   Marketing Information Improvement
   
       Development,  maintenance  and updating  by  the  Privatization
   Center   of  a  database  of  consulting  firms  offering   various
   restructuring  services  to enterprises,  the  promotion  of  equal
   opportunity  for  participation  in  the  Enterprise  Restructuring
   Program   by   identified  local  consulting   firms   having   the
   appropriate  expertise and skills, and the provision of  access  to
   information about such consulting firms to private enterprises.
   
                                Part C
                                   
                        Restructuring Promotion
   
       The  provision  of  marketing  and  public  relations  services
   (including   workshops,   training  and  broad   public   awareness
   campaign)   to   the   potential  Beneficiary  Enterprises,   local
   consulting  firms,  enterprise  shareholders  and  affiliates,  and
   interested   groups,   under  the  general  coordination   of   the
   Privatization  Center, to help promote the Enterprise Restructuring
   Program   and  to  strengthen  the  linkages  between  the   banks,
   investors, enterprises, consultants and other market agents in  the
   area of the restructuring services support.
   
                                Part D
                                   
                        Project Implementation
   
       Provision  of  technical assistance, consisting of  managerial,
   advisory  and  technical services, to the Privatization  Center  to
   strengthen  the capacity of the Privatization Center  to  implement
   the Project.
   
                                 * * *
   
       The Project is expected to be completed by June 30, 2002.
   
   
   
   
   
   
                              SCHEDULE 3
                                   
                         AMORTIZATION SCHEDULE
   
   -----------------------------------T-----------------------------¬
   ¦       Date Payment Due           ¦     Payment of Principal    ¦
   ¦                                  ¦  (Expressed in Dollars) <*> ¦
   +----------------------------------+-----------------------------¦
   ¦On each March 15 and September 15 ¦                             ¦
   ¦                                  ¦                             ¦
   ¦    beginning September 15, 2002  ¦                             ¦
   ¦    through September 15, 2013    ¦          3,540,000          ¦
   ¦                                  ¦                             ¦
   ¦On March 15, 2014                 ¦          3,580,000          ¦
   L----------------------------------+------------------------------
   --------------------------------
       <*>  The figures in this column represent the amount in dollars
   to  be  repaid,  except  as provided in Section  4.04  (d)  of  the
   General Conditions.
   
   
   
   
   
   
                              SCHEDULE 4
                                   
                  MODIFICATIONS OF GENERAL CONDITIONS
   
       For  the  purposes  of this Agreement, the  provisions  of  the
   General Conditions are modified as follows:
       Section 6.03 is modified to read:
       "Section  6.03. Cancellation by the Bank. If (a) the  right  of
   the  Borrower to make withdrawals from the Loan Account shall  have
   been  suspended  with  respect to any amount  of  the  Loan  for  a
   continuous  period of thirty (30) days, or (b)  at  any  time,  the
   Bank  determines,  after consultation with the  Borrower,  that  an
   amount  of  the Loan will not be required to finance the  Project's
   costs  to  be financed out of the proceeds of the Loan, or  (c)  at
   any  time the Bank determines, with respect to any contract  to  be
   financed  out  of  the  proceeds  of  the  Loan,  that  corrupt  or
   fraudulent  practices  were engaged in by  representatives  of  the
   Borrower or of a beneficiary of the Loan during the procurement  or
   the  execution of such contract, without the Borrower having  taken
   timely  and appropriate actions satisfactory to the Bank to  remedy
   the  situation,  and  establishes the  amount  of  expenditures  in
   respect  of such contract which would otherwise have been  eligible
   for  financing out of the proceeds of the Loan, or (d) at any time,
   the  Bank  determines that the procurement of any  contract  to  be
   financed  out of the proceeds of the Loan is inconsistent with  the
   procedures  set  forth  or referred to in the  Loan  Agreement  and
   establishes the amount of expenditures in respect of such  contract
   which  would otherwise have been eligible for financing out of  the
   proceeds  of the Loan, or (e) after the Closing Date, an amount  of
   the Loan shall remain unwithdrawn from the Loan Account, or (f)  by
   the  date  specified in paragraph 3 (c) of Part A of the  Annex  to
   Schedule  5  to the Loan Agreement, the Bank shall, in  respect  of
   any  portion  of  the  Loan: (i) have received no  applications  or
   requests  under  subparagraphs (a) or (b) of said paragraph  3;  or
   (ii)  have denied any such applications or requests, the Bank  may,
   by  notice to the Borrower, terminate the right of the Borrower  to
   submit  such  applications or requests or to make withdrawals  from
   the  Loan Account, as the case may be, with respect to such  amount
   or  portion  of  the  Loan. Upon the giving of  such  notice,  such
   amount or portion of the Loan shall be cancelled."
   
   
   
   
   
   
                              SCHEDULE 5
                                   
                        IMPLEMENTATION PROGRAM
   
       The provisions of this Schedule shall apply for the purposes of
   Section 3.03 of this Agreement:
   
         A. Overall Coordination and Management of the Project
   
       1. The MOE shall be responsible for coordinating and monitoring
   the  overall implementation of the Project in accordance  with  the
   objectives of the Enterprise Restructuring Program.
       2.  The  Borrower  shall  establish an  interagency  Evaluation
   Committee  to advise and assist on various matters related  to  the
   Sub-projects under Part A of the Project. The Evaluation  Committee
   shall  have a composition and terms of reference acceptable to  the
   Bank.
       3.  The  MOF, in agreement with the MOE, shall, not later  than
   November  30 of each year during the implementation of the Project,
   approve  the  annual operational budget for Project  implementation
   prepared by the Privatization Center.
       4. The Borrower shall:
       (a)  maintain policies and procedures adequate to enable it  to
   monitor  and  evaluate  on  an ongoing basis,  in  accordance  with
   indicators acceptable to the Bank, the carrying out of the  Project
   and the achievement of the objectives thereof;
       (b) prepare, under terms of reference satisfactory to the Bank,
   and  furnish to the Bank, on or about February 28, 1999,  a  report
   integrating   the   results  of  the  monitoring   and   evaluation
   activities   performed  pursuant  to  subparagraph  (a)   of   this
   paragraph,  on  the progress achieved in the carrying  out  of  the
   Project  during  the period preceding the date of said  report  and
   setting  out  the  measures recommended  to  ensure  the  efficient
   carrying  out of the Project and the achievement of the  objectives
   thereof during the period following such date; and
       (c) review with the Bank, by April 30, 1999, or such later date
   as  the  Bank shall request, the report referred to in subparagraph
   (b)  of this paragraph, and, thereafter, take all measures required
   to   ensure  the  efficient  completion  of  the  Project  and  the
   achievement  of  the objectives thereof, based on  the  conclusions
   and  recommendations of the said report and the Bank's views on the
   matter.
   
                           В. Implementation
         of Enterprise Restructuring Services Credit Facility
   
       1.  Responsibility for overall management  of  Part  A  of  the
   Project, shall be vested with the MOE and MOF.
       2.   The  eligibility  of  Beneficiary  Enterprises  shall   be
   determined  in accordance with guidelines promulgated  by  MOE  and
   MOF, acceptable to the Bank.
       3.  The  MOF shall be the lender of record in respect  of  Sub-
   loans   made   to  Beneficiary  Enterprises,  acting  through   the
   Privatization   Center,   pursuant  to  the   provisions   of   the
   Implementation Agreement.
       4.  Responsibility for specific administrative and  supervision
   functions relating to the Enterprise Restructuring Services  Credit
   Facility,  including specific matters relating to the  coordination
   and  support of Sub-project preparation, the administration of Sub-
   loans,  procurement, disbursements, financial and  other  reporting
   and  auditing,  shall  be  delegated to  the  Privatization  Center
   pursuant  to  the  provisions of an agreement  (the  Implementation
   Agreement)  to be entered into between the MOF and MOE on  the  one
   hand,  and  the Privatization Center on the other, satisfactory  to
   the Bank.
       5. The Borrower, through the Privatization Center, shall select
   the  commercial bank in which the Special Account is to  be  opened
   and  shall  require  it to perform such other specific  operational
   responsibilities under the Project as it deems fit.
       6.  Except as may be otherwise agreed between the Borrower  and
   the  Bank,  applications by Beneficiary Enterprises  for  Sub-loans
   under  Part  A of the Project shall be subject to approval  by  the
   Evaluation  Committee, in accordance with financial guidelines  and
   criteria specified for such purpose and acceptable to the Bank.
       7.  Procedures  for  the accounting of obligations  under  Sub-
   loans,  and for the transfers to, and receipt of payment from,  the
   respective  Beneficiary' Enterprises, as well as for the remittance
   of  amounts  due on such Sub-loans to the MOF, shall be established
   by  MOF using practices and arrangements satisfactory to the  Bank,
   including,  inter alia, arrangements whereby such payments  may  be
   carried  out  under  the  administration of  the  respective  Bank-
   Guarantors under terms and conditions acceptable to the Bank.
       8.  Evaluation  of  the outcomes and impact of  the  enterprise
   restructuring  Sub-projects shall be  provided  by  LERC  or  other
   entity  selected  or designated by the Borrower and  acceptable  to
   the Bank.
   
           C. Implementation of Parts B and C of the Project
   
       Specific  programs  and  activities shall  be  carried  out  in
   accordance  with  a budget, schedule and work plan satisfactory  to
   the Bank.
   
   
   
   
   
   
                                                                 Annex
                                                         to Schedule 5
   
                   ENTERPRISE RESTRUCTURING SERVICES
           CREDIT FACILITY: ELIGIBILITY, APPROVAL PROCEDURES
                 AND TERMS AND CONDITIONS OF SUB-LOANS
   
                                Part A
                                   
                 Qualifying Preconditions to Sub-loans
                        and Approval Procedures
   
       1.  No expenditures for enterprise restructuring services under
   any  Sub-Project  shall  be  eligible  for  financing  out  of  the
   proceeds of the Loan unless the Sub-loan for such Sub-project:
       (a)  shall have been approved by the Bank and such expenditures
   shall  have  been made not earlier than ninety (90) days  prior  to
   the  date on which the Bank shall have received the application and
   information required under this Annex to Schedule 5 in  respect  of
   such Sub-loan; or
       (b) shall be a free-limit Sub-loan (as hereinafter defined) for
   which  the  Bank has authorized withdrawals from the  Loan  Account
   and  such expenditures shall have been made not earlier than ninety
   (90)  days prior to the date on which the Bank shall have  received
   the  request and information required under sub-paragraph 3 (a)  of
   this  Section  in  respect  of such free-limit  Sub-loan.  For  the
   purposes  of this Agreement, a "free-limit Sub-loan" shall  be  any
   Sub-loan, other than the first five such Sub-loans, and other  than
   any  Sub-loan  to  a Beneficiary Enterprise in an amount  exceeding
   the  sum of $600,000 USD equivalent (when added to all other  free-
   limit  Sub-loans  financed or proposed to be financed  out  of  the
   proceeds  of  the  Loan  to the same Beneficiary  Enterprise),  the
   foregoing  amount  being subject to change from  time  to  time  as
   determined by the Bank.
       2. Any Sub-loan proposed to be made for the financing of a Sub-
   project  shall  be  eligible for financing out  of  the  Enterprise
   Restructuring Services Credit Facility described under  Part  A  of
   the  Project only upon selection, appraisal, and credit application
   processing  of  the  Beneficiary Enterprise and the  proposed  Sub-
   project  in  accordance with such specific criteria and  procedures
   applicable  to such credit facility, as shall have been established
   by  the Borrower for such purpose, satisfactory to the Bank,  which
   shall  include  without  limitation, the  selection  and  appraisal
   criteria and procedures set forth or referred to in paragraph 4  of
   this Part A of this Schedule.
       3. (a) When presenting a Sub-loan (other than a free-limit Sub-
   loan)  to  the  Bank for approval, the Privatization  Center  shall
   furnish  to the Bank the application of the Beneficiary Enterprises
   concerned, in form satisfactory to the Bank, together with:
           (i) a  description  of  the Beneficiary Enterprise and the
       proposed   Sub-project,  including  a   description   of   the
       enterprise  restructuring services proposed to be financed out
       of  the  proceeds  of  the  Sub-loan and the specific terms by
       which the costs of such services are to be determined;
           (ii) the draft  Sub-loan Agreement containing the proposed
       terms  and  conditions of the Sub-loan, including the schedule
       of amortization of the Sub-loan,;
           (iii) the  appraisal  report  and  recommendation  of  the
       Privatization Center concerning the Sub-project; and
           (iv) the  decision  of the Evaluation Committee concerning
       the Sub-loan; and (v) such other information as the Bank shall
       reasonably request.
       (b) For authorization to make withdrawals from the Loan Account
   in  respect  of  a  free-limit Sub-loan, the  Privatization  Center
   shall furnish to the Bank:
           (i) the appraisal report and its recommendation concerning
       the Sub-project; and
           (ii) the  decision  of the Evaluation Committee concerning
       the Sub-loan.
       (c)  Applications and requests made pursuant to the  provisions
   of  subparagraphs (a) and (b) of this paragraph shall be  presented
   to the Bank on or before June 30, 2002.
       4.  In  addition  to the procedures set forth in  paragraphs  1
   through  3  of  Part A of this Annex to Schedule 5,  the  following
   procedures  shall be followed in connection with the selection  and
   appraisal of Beneficiary Enterprises:
       (a)  The prospective Beneficiary Enterprise shall first prepare
   an  application  in form satisfactory to the Privatization  Center,
   together   with   a   description  of   the   proposed   enterprise
   restructuring  plan, in accordance with guidelines satisfactory  to
   the Borrower and the Bank.
       (b)  The Privatization Center shall appraise the proposed  Sub-
   project,  and the Evaluation Committee shall review each such  Sub-
   loan,  on  the basis of the evaluation criteria developed for  such
   purposes  by the Privatization Center and approved by the Borrower,
   satisfactory to the Bank.
       (c)  Until  at  least five Sub-loans shall have  been  made  to
   Beneficiary  Enterprises, and thereafter, in the case of  Sub-loans
   proposed  to  be  made in an amount greater than 600,000  USD,  the
   Privatization Center shall ensure that each qualifying  Sub-Project
   for  which  a  Sub-loan  is proposed to be  made  is  submitted  in
   advance  to the Bank for approval, such approval to be based  on  a
   review  and  appraisal of the proposed Sub-project in  such  manner
   and  of  such  scope as the Bank shall determine to  be  reasonably
   necessary.  The  Privatization Center may enter into  the  Sub-loan
   Agreement  with  the  Beneficiary Enterprise  after  the  Bank  has
   expressed its concurrence with respect to the financing of the Sub-
   project.
       (d)  Once  the  first five Sub-loans shall have  been  made  to
   Beneficiary  Enterprises,  and unless otherwise  specified  by  the
   Bank,  the  Privatization Center shall, in the case of a free-limit
   Sub-loan,  enter  into the respective Sub-loan Agreement  with  the
   Beneficiary  Enterprise within a reasonable  period  following  the
   decision  of  the  Evaluation Committee  to  approve  the  Sub-loan
   therefor. Authorization to withdraw from the Loan Account shall  be
   deemed  to  have been given once the Evaluation Committee  decision
   is  made, and the Privatization Center shall be required to  submit
   for  the  Bank's  authorization, on  an  ex-post  basis,  only  the
   information referred to in sub-paragraph 3 (b) of this  Part  A  of
   this Annex.
       (e)  The  Sub-loan  Agreement with the  Beneficiary  Enterprise
   shall  give the MOF legal rights adequate to protect the  interests
   of  the  Bank and the Borrower, and shall contain, inter alia,  the
   terms  and  conditions  enumerated in  Part  B  of  this  Annex  to
   Schedule 5.
   
                                Part B
                                   
                   Terms and Conditions of Sub-loans
   
       1.  The  principal  amount of each Sub-loan  made  out  of  the
   proceeds  of  the Loan allocated from time to time to Category  (1)
   of  the  table  set  forth in paragraph 1 of  Schedule  1  to  this
   Agreement shall:
       (a) be denominated in Dollars; and
       (b)  be  equivalent,  in Dollars as of the date  or  respective
   dates  of  withdrawal from the Loan Account or payment out  of  the
   respective  Special  Account,  of the  value  of  the  currency  or
   currencies  so  withdrawn or paid out on account of the  Qualifying
   Expenditures  made  or incurred by the Beneficiary  Enterprise  for
   the  enterprise  restructuring services  rendered  under  the  Sub-
   project,  to  the  extent  that  such  amounts  are  eligible   for
   financing  out  of the proceeds of the Sub-loan in accordance  with
   the  provisions  of paragraph 2 of this Part B  of  this  Annex  to
   Schedule 5.
       2.  The  maximum amount of any Sub-loan shall be determined  by
   the   Evaluation  Committee  in  accordance  with  the   particular
   enterprise  financing plan submitted as part  of  each  Beneficiary
   Enterprise's Sub-loan application. Such amount many not exceed  the
   equivalent   of   the  contract  amount  payable  in   respect   of
   expenditures made or incurred for consultants' services  under  the
   Restructuring  Services  Contract for  the  Sub-project  concerned,
   less  any  amount payable by the Beneficiary Enterprise on  account
   of  taxes for such services; provided, however, that the amount  of
   expenditures  to  be financed under a Sub-loan  shall  not  in  any
   event  exceed eighty-five percent (85%) of the total costs of  such
   Sub-project.
       3.  Each  Sub-loan shall be charged interest, on the  principal
   amount thereof withdrawn and outstanding from time to time, at  the
   rate  determined as the sum of an index rate (representing the rate
   determined pursuant to Section 2.05 of the Loan Agreement), plus  a
   margin of two percent (2%).
       4.  Sub-loans  shall be repayable over a term  of  up  to  four
   years,  including one year of grace, in Dollars or ruble equivalent
   valued  at  the applicable market rate of exchange, established  by
   the  Central Bank of the Borrower for interbank transactions at the
   time of the respective due date of each such repayment.
       5.  Sub-loans shall be made on terms whereby the Borrower shall
   obtain, by written contract with the Beneficiary Enterprise  or  by
   other  appropriate  legal  means, rights adequate  to  protect  the
   interests of the Bank and the Borrower, including, the right to:
       (a)  require the Beneficiary Enterprise to carry out  the  Sub-
   Project  with  due diligence and efficiency and in accordance  with
   sound  technical, financial, managerial and environmental standards
   and practices, and to maintain adequate records;
       (b) require that:
           (i) the  consultants' services  to  be financed out of the
       proceeds  of  the  Sub-loan  shall be procured at a reasonable
       price  and, in  the  case of contracts exceeding the amount of
       300,000 USD,  on  the  basis  of  comparison  of  at least two
       proposals  from  consultants  pre-qualified in accordance with
       the  provisions of Part C of Schedule 6 to this Agreement; and
           (ii) such  services  shall  be  used  exclusively  in  the
       carrying out of the Sub-Project;
       (c) require the Beneficiary Enterprise candidate to provide, at
   the time of submitting its Sub-project proposal, confirmation of  a
   bank  guarantee, from a commercial bank acceptable to the  MOF,  in
   an  amount  adequate  to cover the obligations of  the  Beneficiary
   Enterprise  to  the MOF, for at least fifty percent  (50%)  of  the
   risk  of  loss  at  maturity of the Sub-loan  amount  and  interest
   payments  thereon, or other similar securing instrument  acceptable
   to the MOF as the lender;
       (d)  inspect, by itself or jointly with representatives of  the
   Bank  if the Bank shall so request, the sites included in the  Sub-
   Project,  the  operation  thereof, and  any  relevant  records  and
   documents;
       (e)  obtain  all such information as the Bank or  the  Borrower
   shall  reasonably  request relating to the  foregoing  and  to  the
   administration,   operations  and  financial   condition   of   the
   Beneficiary Enterprise and to the benefits to be derived  from  the
   Sub-Project; and
       (f)   suspend   or  terminate  the  right  of  the  Beneficiary
   Enterprise  to the use of the proceeds of the Loan upon failure  by
   such  Beneficiary Enterprise to perform its obligations  under  the
   Sub-loan Agreement.
   
   
   
   
   
   
                              SCHEDULE 6
                                   
                 PROCUREMENT OF CONSULTANTS' SERVICES
   
                                Part A
                                   
                                General
   
       Consultants' services shall be procured in accordance with  the
   provisions  of the Introduction and Section IV of the  "Guidelines:
   Selection  and  Employment of Consultants by World  Bank  Borrower"
   published  by the Bank in January 1997 (the Consultant  Guidelines)
   and the following provisions of this Schedule.
   
                                Part B
                                   
                   Quality- and Cost-based Selection
   
       Except  as  otherwise  provided in Part  C  of  this  Schedule,
   consultants' services shall be procured under contracts awarded  in
   accordance  with  the provisions of Section II  of  the  Consultant
   Guidelines, paragraph 3 of Appendix 1 thereto, Appendix 2  thereto,
   and   the  provisions  of  paragraphs  3.13  through  3.18  thereof
   applicable to quality- and cost-based selection of consultants.
   
                                Part C
                                   
           Other Procedures for the Selection of Consultants
   
       1. Selection of Consultants to Provide Enterprise Restructuring
   Services under Part A of the Project
       With  respect  to  the  provision  of  consulting  services  to
   Beneficiary  Enterprises under Part A of the Project,  a  two-stage
   selection process shall be followed:
       (a) first, a roster of eligible consultants, proposing to offer
   services  in  connection  with  the enterprise  restructuring  Sub-
   projects,  shall  be  pre-qualified by  the  Borrower  through  the
   Privatization   Center   according  to  criteria   and   procedures
   developed  by the Privatization Center for such purpose, acceptable
   to the Bank; and
       (b)  consultants  for individual enterprise restructuring  Sub-
   projects may be selected either:
           (i) by  the  Beneficiary  Enterprise  from  the roster  of
       pre-qualified  consultants  developed  by  the   Privatization
       Center, in  accordance with commercial practices acceptable to
       the Bank; or
           (ii) by  the   Privatization   Center  in  accordance with
       procedures acceptable to the Bank.
       2. Individual Consultants
       Services  for project management functions of the Privatization
   Center  under Parts В and D of the Project shall be procured  under
   contracts awarded to individual consultants in accordance with  the
   provisions   of  paragraphs  5.1  through  5.3  of  the  Consultant
   Guidelines.
       3. Single Source Selection
       Services for the evaluation of the outcomes and impact  of  the
   enterprise  restructuring  Sub-projects  under  Part  A.2  of   the
   Project,  up  to  an  aggregate amount not to  exceed  770,000  USD
   equivalent,  may, with the Bank's prior agreement, be  procured  in
   accordance  with the provisions of paragraphs 3.8 and 3.11  of  the
   Consultant Guidelines.
   
                                Part D
                                   
              Review by the Bank of Procurement Decisions
   
       1.  Prior  Review  of  Contracts for  Enterprise  Restructuring
   Services under Part A of the Project
       With  respect  to  the  first  five  contracts  for  enterprise
   restructuring   services  under  Part  A  of   the   Project   and,
   thereafter, each such contract estimated to cost the equivalent  of
   600,000  USD or more, the procedures set forth in paragraphs  1,  2
   (other  than the third subparagraph of paragraph 2 (a))  and  5  of
   Appendix 1 to the Consultant Guidelines shall apply.
       2. Prior Review in Other Cases
       Prior review shall also apply to:
       (a)  the evaluation reports for pre-qualification of consulting
   firms  to  enter the roster referred to in sub-paragraph (1)(a)  of
   Part C of this Schedule;
       (b)  the  terms of reference, the budget, the short lists,  the
   evaluation  reports and the contracts for consultants  proposed  to
   be selected for Parts B and C of the Project;
       (c)  the  terms of reference, the budget and the contract  with
   LERC for Part A.2 of the Project; and
       (d)  the terms of reference, the budget, the evaluation reports
   and  the  contracts with the two long-term consultants for  project
   management  functions of the Privatization Center  to  be  selected
   pursuant to the provisions of paragraph C.2 of this Schedule.
       3. Post Review
       With  respect to each contract not governed by paragraph  1  of
   this Part D, the procedures set forth in paragraph 4 of Appendix  1
   to the Guidelines shall apply.
   
   
   
   
   
   
                              SCHEDULE 7
                                   
                            SPECIAL ACCOUNT
   
       For the purposes of this Schedule:
       (a) the term "eligible Categories" means Categories (1) through
   (4)  set  forth in the table in paragraph 1 of Schedule 1  to  this
   Agreement;
       (b)   the   term  "eligible  expenditures"  means  expenditures
   incurred in respect of enterprise restructuring services under Sub-
   Projects;  and  expenditures in respect  of  the  reasonable  costs
   incurred   for  Incremental  Operating  Expenses  and  consultants'
   services  under Parts B, C and D of 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, provided, however, that notwithstanding  the
   provisions of paragraph 1 (b) of Part A of the Annex to Schedule  5
   to  this Agreement, payments for expenditures to be financed out of
   the  proceeds  of  free-limit Sub-loans may  be  made  out  of  the
   Special  Account before the Bank shall have authorized  withdrawals
   from  the  Loan  Account  in  respect thereof.  Such  expenditures,
   however,  shall qualify as eligible expenditures only if  the  Bank
   shall subsequently authorize such withdrawals; and
       (c) the term "Authorized Allocation" means an amount equivalent
   to  3,000,000  USD  to  be  withdrawn from  the  Loan  Account  and
   deposited into the Special 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 1,500,000 USD until the aggregate  amount  of
   withdrawals  from  the Loan Account plus the total  amount  of  all
   outstanding  special commitments entered into by the Bank  pursuant
   to  Section  5.02 of the General Conditions shall be  equal  to  or
   exceed the equivalent of 10,000,000 USD.
       2.   Payments  out  of  the  Special  Account  shall  be   made
   exclusively  for  eligible  expenditures  in  accordance  with  the
   provisions of this Schedule.
       3. After the Bank has received evidence satisfactory to it that
   the  Special  Account  has  been duly opened,  withdrawals  of  the
   Authorized  Allocation and subsequent withdrawals to replenish  the
   Special Account shall be made as follows:
       (a)  For withdrawals of the Authorized Allocation, the Borrower
   shall  furnish to the Bank a request or requests for  deposit  into
   the  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
   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;
       (b)  if the Borrower shall have failed to furnish to the  Bank,
   within  the  period of time specified in Section  4.01  (b)(ii)  of
   this  Agreement, any of the audit reports required to be  furnished
   to  the  Bank pursuant to said Section in respect of the  audit  of
   the records and accounts for the Special Account;
       (c)  if, at any time, the Bank shall have notified the Borrower
   of  its  intention to suspend in whole or in part the right of  the
   Borrower to make withdrawals from the Loan Account pursuant to  the
   provisions of Section 6.02 of the General Conditions; or
       (d) once the total unwithdrawn amount of the Loan allocated  to
   the  eligible Categories, 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
   Special  Account as of the date of such notice will be utilized  in
   making payments for eligible expenditures.
       6.  (a) If the Bank shall have determined at any time that  any
   payment out of the Special Account:
           (i) was  made  for  an  expenditure  or  in  an amount not
       eligible pursuant to paragraph 2 of this Schedule; or
           (ii) was  not  justified  by  the  evidence  furnished  to
       the  Bank, the  Borrower  shall, promptly upon notice from the
       Bank:
               (A) provide  such  additional evidence as the Bank may
           request; or
               (B) deposit  into the Special Account (or, if the Bank
           shall  so  request, refund to the Bank) an amount equal to
           the  amount  of such payment or the portion thereof not so
           eligible  or  justified.  Unless  the Bank shall otherwise
           agree,  no  further  deposit  by the Bank into the Special
           Account shall be made until the Borrower has provided such
           evidence or  made such  deposit or refund, as the case may
           be.
       (b)  If  the  Bank shall have determined at any time  that  any
   amount  outstanding in the Special Account will not be required  to
   cover  further  payments  for eligible expenditures,  the  Borrower
   shall, promptly upon notice from the Bank, refund to the Bank  such
   outstanding amount.
       (c)  The Borrower may, upon notice to the Bank, refund  to  the
   Bank  all  or  any portion of the funds on deposit in  the  Special
   Account.
       (d)  Refunds to the Bank made pursuant to paragraphs 6 (a), (b)
   and  (c) of this Schedule shall be credited to the Loan Account for
   subsequent  withdrawal or for cancellation in accordance  with  the
   relevant  provisions  of  this  Agreement,  including  the  General
   Conditions.
   
   

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