Соглашение между Правительством Российской Федерации и Правительством Государства Кувейт об урегулировании задолженности бывшего СССР [англ.]

(Заключено в г. Москве 30.05.2006)

AGREEMENT BETWEEN THE GOVERNMENT OF THE RUSSIAN FEDERATION AND THE GOVERNMENT OF THE STATE OF KUWAIT ON THE SETTLEMENT OF THE OUTSTANDING INDEBTEDNESS OF THE FORMER USSR

(Moscow, 30.V.2006)

Preamble

The Government of the Russian Federation (hereinafter referred to as the «Russian Party») and the Government of the State of Kuwait (hereinafter referred to as the «Kuwaiti Party») (collectively hereinafter referred to as the «Parties»),

considering the arrangements which have been reached during the meetings between the delegations of the Russian Federation and of the State of Kuwait held in Moscow and in Kuwait during 2005,

aiming to resolve the outstanding issues related to the indebtedness of Vnesheconombank for which the Government of the Russian Federation has agreed to be liable in compliance with the Declaration of the Government of the Russian Federation dated April 2, 1993 under the Loan Agreement dated January 22, 1991 between Vnesheconombank as borrower and the Kuwait Foreign Trading Contracting & Investment Co. as agent and original lender (hereinafter sometimes referred to as the «Original Lender») amended by the Amendment Agreement dated July 15, 1992 (hereinafter referred to as the «Original Loan Agreement»),

considering that the Kuwait Foreign Trading Contracting & Investment Co. duly assigned and transferred to Kuwait Investment Authority acting on behalf of the Government of the State of Kuwait all of its rights and obligations under the Original Loan Agreement,

desiring to further develop trade, financial and economic relations between the two countries,

in good and valuable consideration of the foregoing recitals and the mutual promises and covenants stated below,

hereby agree as follows:

1. The indebtedness to which the provisions of the present Agreement shall be applied (collectively hereinafter referred to as the «Treated Amounts») are the following:

1.1. The outstanding principal under the Original Loan Agreement as of the date of signing of the present Agreement in the amount of USD 1.100.000.000,00 (One billion one hundred million dollars).

1.2. Interest accrued under the Original Loan Agreement as of the date of signing of the present Agreement in the amount of USD 999.883.203,10 (Nine hundred ninety nine million eight hundred eighty three thousand two hundred three dollars and ten cents).

2. No penalty or other charges (except the amounts of interest indicated above in clause 1.2. of this article) shall be accrued or shall be due and payable on the amounts mentioned above in clause 1 of this article up to the date of signing of the present Agreement.

3. Settlement of the Treated Amounts in accordance with the present Agreement shall be deemed, and is expressly agreed by the Parties to constitute, full and final satisfaction and discharge of all liabilities of the borrower under the Original Loan Agreement.

1. The Treated Amounts mentioned in clause 1.1. of article 1 of the present Agreement are being consolidated as of the date of signing of the present Agreement and shall be registered on a special non-interest bearing account (Special Account 1) and repaid in cash by five semi-annual installments in accordance with the following schedule:

1st installment 15 calendar days from the date USD 350.000.000,00 of signing of the present Agreement

2nd installment 6 months from the date of payment USD 200.000.000,00 of the 1st installment

3rd installment 12 months from the date of payment USD 200.000.000,00 of the 1st installment

4th installment 18 months from the date of payment USD 200.000.000,00 of the 1st installment

5th installment 24 months from the date of payment USD 150.000.000,00 of the 1st installment

If the date of an installment falls on a non-business day in Moscow or in New York the respective payment indicated-above shall be effected on the first business day after the installment date. But if in the case the payment is to be delayed for more than one day the installment shall be effected one day prior the installment date.

2. The part of the Treated Amounts mentioned in clause 1.2. of article 1 of the present Agreement in the amount of USD 620.375.173,65 (Six hundred twenty million three hundred seventy five thousand one hundred seventy three dollars and sixty five cents) representing the interest on the outstanding principal under the Original Loan Agreement, indicated above in clause 1.1. of the article I, accrued semiannually from the original due dates up to the date of signing of the present Agreement at the original contractual interest rate under the Original Loan Agreement (6 month USD LIBOR (as defined in the Original Loan Agreement) plus a margin of 0,5% per annum) are being consolidated as of the date of signing of the present Agreement and shall be registered on a special non-interest bearing account (Special Account 2) and repaid within 5 (five) years starting from the date of signing of the present Agreement by deliveries of goods and services from the Russian Federation to the State of Kuwait.

These deliveries shall be made on the basis of the respective individual export-import contracts (hereinafter referred to as the «Contracts») to be signed between the authorized Russian official suppliers and Kuwaiti official buyers on competitive terms and conditions and based on world market prices and to be agreed upon in writing by the Ministry of Finance of the Russian Federation and Kuwait Investment Authority in accordance with the list of requirements which shall be sent to the Ministry of Finance of the Russian Federation within 6 months from the date of signing the present Agreement. These Contracts shall not be subject to the provisions of the Counter Trade Offset Program of the State of Kuwait, approved by the Resolution of the Council of Ministers of the State of Kuwait № 694 dated July 26, 1992.

The terms of payments for the deliveries of the goods and services from the Russian Federation under the Contracts shall be determined in the respective Contracts.

The settlement of indebtedness under each delivery shall be effected by the authorized agents of the Parties, indicated in article IV of the present Agreement, with the value date being the date of the respective shipment document, i.e. bill of lading, airway bill, railway bill or act of acceptance.

The date of acceptance and payment or non-acceptance/partial acceptance/refusal of the collection documents shall be not later than the 15th calendar day after the date of receipt of each collection order by Kuwait Investment Company from Vnesheconombank. If within such 15 calendar days Vnesheconombank fails to receive from the Kuwait Investment Company a notice of non-acceptance of the collection documents by the Kuwaiti buyer the dispatched documents shall be considered as accepted, and debt in the corresponding amount shall be considered paid and discharged on the value date referred to above.

3. The Parties agreed that the remaining part of the Treated Amounts mentioned in clause 1.2. of article 1 of the present Agreement in the amount of USD 379.508.029,45 (Three hundred seventy nine million five hundred eight thousand twenty nine dollars and forty five cents) will be used by the Russian Party for the financing of the development and social projects in the Russian Federation. The date of signing of the present Agreement will be treated by the Parties as the implementation date for this clause.

4. No interest shall be accrued on or be charged with respect to the Treated Amounts consolidated in accordance with clauses 1 and 2 of this article from the date of signing of the present Agreement up to the dates of final maturity stipulated above in clauses 1 and 2 of this article.

5. If the Russian Party fails to effect payment of the Treated Amounts fully or partially in accordance with the terms and conditions stipulated above in clauses 1 and 2 of this article, such unpaid amounts shall be treated as arrears and interest shall be charged on such amounts. Terms and conditions for the settlement of arrears shall be agreed upon by the Parties.

6. The Treated Amounts consolidated in accordance with clauses 1 and 2 of this article may be prepaid in part or in full by the Russian Party at any time by cash at par subject to written notice from the Russian Party to the Kuwaiti Party given not later than 1 (one) month prior to the date of such payment.

1. The Government of the Russian Federation confirms that it assumed pursuant to the Declaration of the Government of the Russian Federation dated April 2, 1993 the obligations of Vnesheconombank under the Original Loan Agreement and such transfer of indebtedness is legal, valid and binding.

2. The Government of the State of Kuwait confirms that all necessary internal procedures have been completed with regards to assignments and transfers of rights and obligations under Original Loan Agreement from Kuwait Foreign Trading Contracting & Investment Co. to the Kuwait Investment Authority acting on behalf of the Government of the State of Kuwait and such assignments and transfers of rights and ob ligations are legal, valid and binding.

The Kuwait Investment Authority acting on behalf of the Government of the State of Kuwait confirms that in case any claims are asserted by the Original Lender or by any other person under or in relation to the Original Loan Agreement (by virtue of the transfer or assignment of rights by the Original Lender or otherwise), the Kuwait Investment Authority acting on behalf of the Government of the State of Kuwait hereby assumes full and sole responsibility for settlement of such claims and shall hold the Government of the Russian Federation and Vnesheconombank harmless from any liability, cost or expense arising from such claims.

3. The Parties confirm that the provisions of the present Agreement shall apply to the Treated Amounts regardless of the payment mechanisms provided for in the Original Loan Agreement. If there is any conflict between the present Agreement and any prior agreements (including agreed minutes or documents of similar nature) by and between the Parties or their predecessors in interest or between the present Agreement and the Original Loan Agreement the present Agreement shall prevail.

Agents/Procedures

The technical procedure for accounting and repayment of the indebtedness settled under the present Agreement shall be determined by the Interbank Agreement to be concluded, based on the principles agreed hereunder, between Vnesheconombank and Kuwait Investment Company within 60 calendar days from the date of signing of the present Agreement.

Article V

Other Conditions

1. The Government of the Russian Federation and the Government of the State of Kuwait confirm that with effect from the date of the present Agreement the Original Loan Agreement shall be of no further effect and be replaced by the present Agreement and no party thereto shall have any right or be under any obligation as against, or in relation to, any other party thereto.

2. This Agreement is binding upon the Parties and their permitted assigns. Neither Party may assign any of its rights or obligations under the present Agreement without the prior written consent of the other Party.

3. Any dispute arising under the present Agreement shall be resolved through negotiation or by any other means as may be agreed by the Parties.

4. All notices or other communication to be made under and in connection with the present Agreement shall be in the English language. Any document to be delivered under and in connection with the present Agreement that is not in English shall be accompanied by a certified English translation. If any conflict between the original of the document and its English translation occurs, the English version shall prevail.

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