Кредитное соглашение (Российская Федерация: проект реконструкции системы водоснабжения и охраны окружающей среды г. Калининграда) между Российской Федерацией и Европейским банком реконструкции и развития (ЕБРР) [англ.]

(Вместе с <Описанием проекта>)

(Заключено в г. Калининграде 04.07.1999)

LOAN AGREEMENT (RUSSIAN FEDERATION: KALININGRAD WATER AND ENVIRONMENTAL SERVICES REHABILITATION PROJECT) 18,000,000 USD BETWEEN THE RUSSIAN FEDERATION AND EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT

(4.VII.1999)

Agreement dated 4 July 1999 between

(1) the Russian Federation (the «Borrower»); and

(2) the European Bank for Reconstruction and Development (the «Bank»).

Preamble

(A) Whereas the Bank has been established to provide financing for specific projects to foster the transition towards open market-oriented economies and to promote private and entrepreneurial initiative in the Central and Eastern European countries committed to and applying the principles of multiparty democracy, pluralism and market economics;

(B) Whereas the Borrower intends to implement the project described in Schedule 1 to the Loan Agreement (the «Project»), which is designed to assist the Borrower in (i) improving of the quality of potable water supply; and (ii) rehabilitating and improving of wastewater collection and treatment systems;

(C) Whereas the Project will be carried out by the Kaliningrad Municipal Water and Waste Water Services Enterprise «Vodokanal» (the «Project Entity»), with the Borrower's assistance and, as part of such assistance, the Borrower will make available to the Project Entity the proceeds of a loan as provided in the Loan Agreement, and the City and the Region will guarantee the obligations of the Project Entity to the Borrower under the Subsidiary Loan Agreement;

(D) Whereas:

(i) the Borrower intends to contract from Nordic Investment Bank («NIB») a loan in an amount of thirteen million Dollars (13,000,000 USD) to assist in financing the Project on the terms and conditions set forth in an agreement to be entered into between the Borrower and NIB (the «NIB Loan»);

(ii) Kaliningrad Regional Administration (the «Region»), the City of Kaliningrad (the «City») and/or the Project Entity shall be responsible for all taxes, custom duties and other dues payable to the Borrower or any political subsection thereof on the terms and conditions set forth in a Subsidiary Loan Agreement to be entered into between the Borrower, the Project Entity, the City and the Region;

(iii) the Region and City will also provide co-financing of the equivalent of five million Dollars (5,000,000 USD) as a non-reimbursable contribution towards the Project costs;

(iv) 3,000,000 USD co-financing non-reimbursable funds will be provided by the Danish Environmental Protection Agency to the State Committee for Protection of Environment in the Kaliningrad Region;

(v) 120,000,000 SEK co-financing non-reimbursable funds will be provided by the Swedish International Development Cooperation Agency to the Borrower; and

(vi) 1,700,000 USD co-financing non-reimbursable funds will be provided by the Nordic Environment Finance Corporation to the City.

(E) Whereas the Bank has agreed on the basis, inter alia, of the foregoing, to extend a loan to the Borrower in the amount of eighteen million Dollars (18,000,000 USD) (the «Loan») upon the terms and conditions set forth in the Loan Agreement, in the Project Agreement of even date herewith between the Bank and the Project Entity (with the Borrower as a party for certain purposes) and in the Project Support Agreement of even date herewith between the Bank, the City and the Region (with the Borrower as a party for certain purposes).

Now, therefore, the parties hereby agree as follows:

Article I. STANDARD TERMS AND CONDITIONS; DEFINITIONS; HEADINGS

All the provisions of the Standard Terms and Conditions dated February 1999 are hereby incorporated into and made applicable to the Loan Agreement with the same force and effect as if they were fully set forth herein (said provisions being hereinafter called the Standard Terms and Conditions).

Wherever used in the Loan Agreement or the Schedules hereto, except where stated otherwise, the terms defined in the Preamble have the respective meanings ascribed therein, the terms defined in the Standard Terms and Conditions have the respective meanings ascribed therein, and the following terms have the following meanings:

"Borrower's Authorised  means the Minister of Finance or those of
Representative"         his deputies authorised for this purpose

                    by the Minister of Finance;

«Business Day» means any day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets are open for the transaction of business in the currency of payment in the interbank market in London, England and on which commercial banks and foreign exchange markets settle payments in such currency in New York;

"City's Authorised      means the Mayor of the City or those of
Representative"         his deputies confirmed as being authorised

                    for this purpose in the legal opinion
                    referred to in Section 5.01(b)(i) of the
                    Loan Agreement or a similar legal opinion
                    which is in form and substance
                    satisfactory to the Bank;

«Co-Financiers» means:

                    a) the Borrower;

                    b) NIB;

                    c) the Region;

                    d) the City;

                    e) the Danish Environmental Protection
                    Agency;

                    f) the Swedish International Development
                    Coorperation Agency; and

                    g) the Nordic Environment Finance
                    Corporation.

"Co-Financing           means all documentation which sets out
Agreements"             agreed terms with one or more

                    Co-Financiers on co-financing of the
                    Project in form and substance satisfactory
                    to the Bank and "Co-Financing Agreement"
                    means any of them;

"Contract               means a unit established within the
Administration and      Project Entity to administrate and monitor
Monitoring Unit         Project implementation, comprised of the
(CAMU)"                 Project Entity staff and such external

                    experts as may be necessary or desirable;

"Corporate Development  means the corporate development plan
Plan"                   referred to in Section 2.06 of the Project

                    Agreement;

«Corporate Partner» means the corporate partner referred to in Section 2.06 of the Project Agreement;

"Debt Service Reserve   means the bank account opened or to be
Account"                open by the Project Entity pursuant to

                    Section 3.03(c) of the Project Agreement;

Dollars» or «USD» means the lawful currency of the United States of America;

«FY» means the Borrower's fiscal year commencing 1 January; «IAS» means the International Accounting Standards promulgated by the International Accounting Standards Committee and consistently applied;

«Lenders Agent» means an agent appointed by the Bank to assist the Bank in monitoring the Project and related matters.

«Management Contractor» means an independent management contractor (which may be a consortium) appointed by the Project Entity to carry out procurement in accordance with Section

                    2.04 of the Project Agreement;

"Project Entity"        includes any successor thereto;
"Region's Authorised    means the Governor of the Region or his
Representative"         deputies confirmed as being authorised for

                    this purpose in the legal opinion referred
                    to in Section 5.01(b)(ii) of the Loan
                    Agreement or a similar legal opinion which
                    is in form and substance satisfactory to
                    the Bank;

"SEK"                   means the lawful currency of Sweden;
"Statutes"              means the constitutional documents of the

                    Project Entity;

"Subsidiary Loan        means the agreement to be entered into
Agreement"              between the Borrower and the Project

                    Entity pursuant to Section III(a) of the
                    Loan Agreement, as the same may be amended
                    from time to time;

«Telerate Page 3750» means the display page of London interbank offered rates (commonly known as «LIBOR») of major banks for deposits in the Loan Currency, designated as page 3750 on the Telerate Service (or such other page as may replace the Telerate Page 3750) for the purpose of displaying such LIBOR rates for deposits in the Loan Currency.

The headings of Articles and Sections, as well as the Table of Contents, are inserted for convenience of reference only and shall not be used to interpret the Loan Agreement.

Article II. PRINCIPAL TERMS OF THE LOAN

(a) The Bank agrees to lend to the Borrower, on the terms and conditions set forth or referred to in the Loan Agreement, an amount of eighteen million Dollars (18,000,000 USD).

(b) The Loan shall be available to the Borrower in 2 Tranches, as follows:

(i) Tranche A shall be in the amount of 3,000,000 USD and shall bear interest at the Interest Rate determined in accordance with Section 2.02(g) of the Loan Agreement; and

(ii) Tranche В shall be in the amount of 15,000,000 USD and shall bear interest at the Interest Rate determined in accordance with Section 2.02(g) of the Loan Agreement.

(a) Minimum Drawdown Amount

The Minimum Drawdown Amount shall be 100,000 USD.

(b) Minimum Prepayment Amount

The Minimum Prepayment Amount shall be 100,000 USD.

(c) Minimum Cancellation Amount

The Minimum Cancellation Amount shall be at least 500,000 USD.

(d) Interest Payment Dates and Loan Repayment Dates

The Interest Payment Dates shall be 18 February and 18 August of each calendar year. The Borrower shall repay the Loan in twenty two (22) successive semi-annual instalments on each Interest Payment Date, starting from and including 18 February 2004. Each instalment shall be in an amount equal to the product of (i) the principal amount of the Loan outstanding (and not overdue) immediately prior to the Interest Payment Date divided by (ii) the number of instalments (including the instalment for which calculation is made) remaining to be paid.

(e) Last Availability Date

The Last Availability Date shall be 30 June 2004. If the Last Availability Date is postponed, the Borrower should be liable for any unwinding costs that may arise.

(f) Commitment Charge

The rate of the commitment charge shall be one half of one percent (0.5%) per annum.

(g) Interest Rate

The Loan is subject to a Variable Interest Rate. For purposes of Section 3.04(b) of the Standard Terms and Conditions, the Relevant Market Interest Rate shall be the offered rate that appears on the Telerate Page 3750 as of 11:00 a.m., London time, on the relevant Interest Determination Date for one month, two months, three months, four months, five months, or six months, whichever period is closest to the duration of the relevant Interest Period (or, if two periods are equally close to the duration of the relevant Interest Period, the average of the two periods), provided that:

(1) if, for any reason, the Relevant Market Interest Rate cannot be determined at such time by reference to the Reference Page, the Relevant Market Interest Rate shall be the rate which the Bank determines to be the arithmetic mean (rounded upward, if necessary, to nearest 1/16%) of the offered rates per annum for deposits in the Loan Currency in an amount comparable to the portion of the Loan scheduled to be outstanding during the relevant Interest Period for a period equal to such Interest Period which are advised to the Bank by three major banks active in the London interbank market selected by the Bank; and

(2) if the Bank determines that deposits in the Loan Currency are not being offered in the London interbank market in such amounts or for such period, the Relevant Market Interest Rate shall be the cost to the Bank (expressed as a rate per annum) of funding the portion of the Loan scheduled to be outstanding during the relevant Interest Period from whatever sources it selects.

(a) The Available Amount may be drawn down from time to time in accordance with the provisions of Schedule 2 to the Loan Agreement for expenditures made (or if the Bank shall so agree, to be made) in respect of the reasonable cost of goods, works and services required for the Project and to be financed out of the proceeds of the Loan.

(b) The Borrower authorises the Bank to draw down an amount equal to the front-end commission from the Available Amount and pay itself the front-end commission on behalf of the Borrower.

The Director General of the Project Entity is designated as the Borrower's Authorised Representative for the purpose of taking any action required or permitted to be taken under the provisions of Section 2.03(a) of the Loan Agreement and Sections 3.01 and 3.02 of the Standard Terms and Conditions.

Article III. AFFIRMATIVE PROJECT COVENANTS

In addition to the general undertakings set forth in Articles IV and V of the Standard Terms and Conditions, the Borrower shall, unless the Bank shall otherwise agree:

(a) onlend the proceeds of the Loan to the Project Entity under a Subsidiary Loan Agreement, on terms and conditions which shall have been approved by the Bank and which shall include the following:

(i) a margin of not less than 0.5 % per annum above the margin payable under the Loan Agreement;

(ii) obligations of the Project Entity equivalent to all obligations of the Project Entity contained in the Project Agreement;

(iii) a maturity not less than the maturity of the Loan; and

(iv) obligations of the Project Entity to open and operate the Debt Service Reserve Account;

(b) exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Bank, to comply with the provisions of the Loan Agreement, and to accomplish the purposes of the Loan;

(c) except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof, save for any amendments of a non-material nature of which the Bank has been given prior written notice (and, without prejudice to the generality of the foregoing, amendments relating to Article III(a)(i) to (iii) of the Loan Agreement are agreed to be material for this purpose);

(d) cause the Project Entity to perform in accordance with the provisions of the Project Agreement all the obligations of the Project Entity therein set forth; and

(e) take or cause to be taken all additional actions necessary to provide adequate funds for the completion of the Project, including in particular obtain the NIB Loan and make all such funds available to the Project Entity as non-reimbursable contributions towards the Project costs.

Article IV. SUSPENSION; ACCELERATION OF MATURITY

(a) The following are specified as additional events for suspension of the right of the Borrower to make drawdowns under the Loan, for the purposes of Section 7.01(a)(xiv) of the Standard Terms and Conditions:

(i) Water legislation: the legislative and regulatory framework applicable to the water and waste water services sector in the territory of the member shall have been amended, suspended, abrogated, repealed, or waived in such a way as to affect materially and adversely the operations or the financial condition of the Project Entity, the City or the Region or their ability to perform any of their respective obligations under the Project Agreement and the Project Support Agreement;

(ii) Control of Project Entity: control of the Project Entity shall have been transferred to parties other than the City and/or the Region;

(iii) Subsidiary Loan Agreement: the Bank has been advised by the Borrower that the Project Entity has failed to perform its obligations under the Subsidiary Loan Agreement;

(iv) Co-Financing Agreements: the right of any of the Borrower, the Project Entity, the City or the Region to withdraw proceeds under the Co-Financing Agreements to which it is a party shall have been suspended, cancelled or terminated in whole or in part, pursuant to the terms of those arrangements; provided, however, that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that adequate funds for the Project are available to the Project Company from other sources on terms and conditions consistent with the obligations of the Borrower under the Loan Agreement;

(v) City/Region breach: the City or the Region (including any political or administrative subdivision thereof) shall have failed to perform any obligation to the Bank pursuant to an agreement between the City or the Region, or any political or administrative subdivision thereof, and the Bank, including Project Support Agreement;

(vi) Extraordinary situation City/Region: an extraordinary situation shall have arisen as a result of events which have occurred after the date of the Loan Agreement which shall make it improbable that the City and/or the Region will be able to perform their respective obligations under the Project Support Agreement;

(vii) Material adverse change City/Region: any material adverse change in the condition of the City or the Region from that represented by the City or the Region (as the case may be) as of the date of the Project Support Agreement shall have occurred prior to the Effective Date;

(viii) City/Region misrepresentation: a representation made by the City or the Region in connection with the Project Support Agreement shall have been incorrect or misleading in any material respect;

(ix) Statutes City/Region: the Statutes of the City or the Region shall have been amended, suspended, abrogated, repealed or waived in such a way as to affect materially and adversely the operations or the financial condition of the City or the Region or its ability to perform any of its obligations under the Project Support Agreement;

(x) External Debt; any External Debt of the City or the Region is declared to be due and payable prior to its specified maturity and the Bank is of the opinion that this may affect materially and adversely the ability of the Project Entity, the City and the Region to perform any of the respective obligations under the Project Agreement and the Project Support Agreement;

(xi) Inability to pay Debts; the City or the Region shall have become unable to pay its debts as they mature or any action or proceeding shall have been taken by the City or the Region or others whereby any of the Assets of the City or the Region shall or may be distributed among its creditors; or

(xii) any event specified in Section 4.02 of the Loan Agreement shall have occurred.

(b) All references to «the Borrower» in Section 7.01(xiii) of the Standard Terms and Conditions shall also be read as references to each of the Project Entity, the City and the Region.

The following are specified as additional events for acceleration of maturity for the purposes of Section 7.06(f) of the Standard Terms and Conditions:

(a) Co-Financing Agreement. The Borrower fails to perform in a timely manner any of its obligations under any Co-Financing Agreement to which it is a party and such default has led to the termination or cancellation of the Co-Financing Agreement;

(b) Dissolution. The dissolution or disestablishment, or the suspension of operations, of the City or the Region;

(c) Tariffs. The Project Entity and/or the City are not entitled to set tariffs for water and waste water services at levels that will allow the Project Entity to meet its obligations, including financial covenants, under the Project Agreement and this situation has continued for a period of 180 days after notice thereof has been given to the Borrower by the Bank; and

(d) City/Region breach. Any event specified in Section 4.01(a)(v) of the Loan Agreement shall have occurred and shall have continued for sixty (60) days after notice thereof shall have been given by the Bank to the Borrower.

Article V. EFFECTIVENESS

(a) The following are specified as additional conditions to the effectiveness of the Loan Agreement for the purposes of Section 9.02(c) of the Standard Terms and Conditions:

(i) Subsidiary Loan Agreement: documentary evidence, in form and substance satisfactory to the Bank, shall have been furnished to the Bank that the Subsidiary Loan Agreement, in form and substance satisfactory to the Bank, has been executed and delivered on behalf of the Borrower and the Project Entity and is legally binding upon both parties and enforceable in accordance with its terms, subject only to the effectiveness of the Loan Agreement;

(ii) Co-Financing Agreements:

(A) documentary evidence, in form and substance satisfactory to the Bank, shall have been furnished to the Bank that all of the Co-Financing Agreements (save in respect of NIB if documentary evidence has been provided to the Bank in accordance with Section 5.01(a)(vi) of the Loan Agreement) have been executed, delivered and duly authorised; and

(B) all conditions precedent to effectiveness of the Co-Financing Agreements (if there are any such conditions precedent) and to the right of the Borrower to make withdrawals thereunder, except only to the effectiveness of the Loan Agreement, have been fulfilled and that such agreements are legal, valid, binding and enforceable;

(iii) Project' Support Agreement: documentary evidence, in form and substance satisfactory to the Bank, shall have been furnished to the Bank that the Project Support Agreement has been executed and delivered, is in full force and effect and is legally valid and binding on the City and the Region and that their respective Authorised Representatives are duly authorised;

(iv) City/Region budget: the City and the Region shall have made all relevant appropriations in their respective annual budgets as required for 1999 FY for supporting the Project Entity pursuant to Section III(d) of the Project Support Agreement;

(v) Balance sheet: documentary evidence, in form and substance satisfactory to the Bank, shall have been furnished to the Bank by auditors satisfactory to the Bank, that there are no arrears in excess of 60 days on the balance sheet of the Project Entity;

(vi) NIB: documentary evidence, in form and substance satisfactory to the Bank, shall have been furnished to the Bank that if NIB is not a party to a Co-Financing Agreement then the Russian Federation will provide 13,000,000 USD to the Project Entity as a non-reimbursable contribution toward the Project costs;

(vii) Tariffs:

(A) documentary evidence, in form and substance satisfactory to the Bank, shall have been furnished to the Bank of a resolution of an appropriate authorising body of the City adopting a tariff policy which will enable the Project Entity to comply with its obligations under the Project Agreement and the Subsidiary Loan Agreement;

(B) the 1999 tariffs for water and waste water services in Kaliningrad for households shall have been set to cover at least 60 percent of relevant production costs; and

(C) the 1999 tariffs for water and waste water services in Kaliningrad for institutional and industrial consumers shall have been set to cover at least 100 percent of relevant production costs;

(viii) CAMU: the CAMU shall have been duly established and adequately staffed;

(ix) Debt Service Reserve Account: the Project Entity shall have opened the Debt Service Reserve Account in accordance with the Subsidiary Loan Agreement; and

(x) Corporate Partner: the Project Entity shall have appointed a Corporate Partner acceptable to the Bank to carry out the Corporate Development Programme.

(b) Legal opinion City/Region/State Committee for Protection of Environment: As part of the evidence to be furnished pursuant to Section 5.01(a)(ii) and (iii), the Borrower shall furnish, or cause to be furnished, to the Bank an opinion or opinions (in form and substance satisfactory to the Bank), of counsel acceptable to the Bank, as showing that:

(i) City: that the Co-Financing Agreements to which the City is а party, and the Project Support Agreement, have been duly authorised or ratified by, and delivered on behalf of the City and are legally binding upon the City and enforceable by the City in accordance with their respective terms, subject only to the effectiveness of the Loan Agreement; and

(ii) Region: that the Co-Financing Agreements to which the Region is a party, and the Project Support Agreement, have been duly authorised or ratified by, and delivered on behalf of the Region and are legally binding upon the Region and enforceable by the Region in accordance with their respective terms, subject only to the effectiveness of the Loan Agreement; and

(iii) State Committee for Protection of Environment: that the Co-Financing Agreement to which the State Committee for Protection of Environment in the Kaliningrad Region is a party has been duly authorised or ratified by, and delivered on behalf of the State Committee for Protection of Environment in the Kaliningrad Region and is legally binding upon the State Committee for Protection of Environment in the Kaliningrad Region and enforceable by the State Committee for Protection of Environment in the Kaliningrad Region in accordance with their respective terms, subject only to the effectiveness of the Loan Agreement.

(c) Legal opinion Borrower: For the purposes of Section 9.03(a) of the Standard Terms and Conditions, the opinion or opinions of counsel shall be given on behalf of the Borrower by the chief legal counsel of the Ministry of Finance and the following are specified as additional matters to be included in the opinion or opinions to be furnished to the Bank:

(i) Subsidiary Loan Agreement: that the Subsidiary Loan Agreement has been duly authorised or ratified by, and delivered on behalf of, the Borrower and is legally binding upon the Borrower and enforceable in accordance with its terms, subject only to the effectiveness of the Loan Agreement;

(ii) Co-Financing Agreements: that the Co-Financing Agreements to which the Borrower is a party have been duly authorised or ratified by, and delivered on behalf of, the Borrower and are legally binding upon the Borrower and enforceable in accordance with their respective terms, subject only to the effectiveness of the Loan Agreement; and

(iii) Project Agreement: that the Project Agreement has been duly authorised or ratified by, and delivered on behalf of, the Borrower and is legally binding upon the Borrower and enforceable in accordance with its terms, subject only to the effectiveness of the Loan Agreement.

(d) Legal opinion' Project Entity: For the purposes of Section 9.03(c) of the Standard Terms and Conditions, the opinion or opinions of counsel shall be given on behalf of the Project Entity by senior legal officer of the Project Entity, and the following is specified as additional matter to be included in the opinion or opinions to be furnished to the Bank that the Subsidiary Loan Agreement has been duly authorised or ratified by, and delivered on behalf of, the Project Entity and is legally binding upon the Project Entity and enforceable in accordance with its terms, subject only to the effectiveness of the Loan Agreement.

(a) Any drawdown of Tranche A of the Loan shall be subject to the Bank having received evidence in form and substance satisfactory to the Bank, that the drawdown relates to services in respect of Part B1 of the Project (as set out in Schedule 1 of the Loan Agreement and including front end commission).

(b) Tranche В of the Loan shall not be available for drawing, unless the following conditions have been fulfilled in form and substance satisfactory to the Bank:

(i) the Bank has received evidence satisfactory to the Bank that the Project Entity functions as an autonomous and financially accountable legal entity;

(ii) the Project Entity shall have established an accounting and management information system in conformity with IAS, enabling it to exercise appropriate budget control;

(iii) the Borrower shall ensure that the average monthly tariff collection rate over a 6 month period is not less than 70 per cent; and

(iv) the Borrower shall have ensured that the average monthly cash collection rate over a 6 month period is not less than 40 per cent.

(c) Any drawdown of Tranche В of the Loan shall also be subject to the prior fulfilment, in form and substance satisfactory to the Bank, of the following conditions:

(i) Management Contractor: the Bank has received evidence that the drawdown relates to investment components recommended by the Management Contractor;

(ii) Project Support Agreement: the City and the Region shall have fulfilled all their undertakings pursuant to the Project Support Agreement; and

(iii) No material adverse effect: the Bank is satisfied that no event has occurred which has had or might have a material adverse effect on the Project Entity's business, operations or financial conditions or the ability of the Project Entity to perform any of its obligations under Project Agreement or any other agreement contemplated hereby.

A date 90 days after the date of this Loan Agreement is specified for the effectiveness of the Loan Agreement for purposes of Section 9.04 of the Standard Terms and Conditions.

Article VI. MISCELLANEOUS

The following addresses are specified for the purposes of Section 10.01 of the Standard Terms and Conditions:

For the Borrower:

Ministry of Finance

Attention: International Financial Institution Department

9, Ilyinka Street

Moscow 103097

Russian Federation

Telephone: (095) 925 61 39

Telefax: (095) 913 43 15

For the Bank:

European Bank for Reconstruction and Development

Attention: Operation Administration Unit

One Exchange Square

London EC2A 2JN

England

Telephone: (44-71) 338 6000

Telefax: (44-71) 338 6100

Telex: 881 2161

The Borrower shall bear any professional, banking, transfer or exchange fees and costs incurred in the preparation, execution and registration of the Loan Agreement, the Project Agreement, the Subsidiary Loan Agreement, the Project Support Agreement and the Co-Financing Agreements, if any, and any related document. The Borrower shall be obliged to pay to the Bank on demand any costs incurred by the Bank in relation to the cancellation of the Loan or a portion of the Loan.

In witness whereof the parties hereto, acting through their duly authorised representatives, have caused the Loan Agreement to be signed in six copies and delivered at London, England as of the day and year first above written.

DESCRIPTION OF THE PROJECT

1. The purpose of the Project is to assist the City of Kaliningrad in rehabilitating its municipal water supply and wastewater collection and treatment infrastructure in order to improve the quality of potable water supply and reduce the environmental pollution to the Baltic Sea. The project will also improve the financial and operational performance of Kaliningrad Vodokanal.

2. The Project consists of the following Parts, subject to such modifications thereof as the Bank and the Borrower may agree upon from time to time:

Part A: Investment Programme

A-1: Construction, provision and installation of ground water treatment plant to produce 90,000 cubic metres per day

A-2: Provision of works for water mains and water distribution networks rehabilitation

A-3: Provision of works for rehabilitation of wastewater collectors

A-4: Provision of technical design and supervision services for the construction of a wastewater treatment plan

A-5: Construction, provision and installation of a wastewater plant to treat 150,000 cubic metres per day

A-6: Provision of technical support services for operation of wastewater treatment plant

A-7: Provision of technical support services and equipment for water demand management and leakage detection

A-8: Construction, supply and installation of groundwater extraction

Part B: Institutional Development Programme

B-1: Provision of project management, technical design, tendering and supervision services

B-2: Provision of installation support for contract administration and management unit

B-3: Preparation of a corporate development plan and installation of management information, accounting and finance systems

3. The Project is expected to be completed by 31 December 2003.

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