Соглашение между Российской Федерацией и Европейским банком реконструкции и развития о поправках к Соглашению о займе на цели ликвидации последствий аварии на нефтепроводе Харьяга — Усинск в Республике Коми от 5 мая 1995 года [англ.]

(Вместе со <Списком 3 — специальный счет>)

(Заключено 09.04.1996)

EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT

Russian Federation

Dear Minister,

Re: Komi Emergency Oil Spill Recovery Project Operation No. 312 Amendment to the Loan Agreement

Please refer to the Loan Agreement (the «Loan Agreement») dated 5 May 1995 between yourself (the «Borrower») and the European Bank for Reconstruction and Development (the «Bank»). Expression defined in the Loan Agreement bear the same meanings herein.

Pursuant to Section 10.03 of the Standard Terms and Conditions, we hereby agree to amend the Loan Agreement as follows:

1. Section 2.03 of the Loan Agreement called «Drawdowns» is amended by inserting «and Special Account» to read as follows:

«Section 2.03 Drawdown and Special Account».

2. Section 2.03 of the Loan Agreement is hereby amended by inserting a new subparagraph (d) to read as follows:

«(d) The Borrower shall for the purposes of the Project open and maintain a special deposit account (the „Special Account“), denominated in Dollars, in a commercial bank acceptable to the Bank on terms and conditions satisfactory to the Bank, including appropriate protection against set-off, seizure, or attachment. Where the Borrower wishes to make drawdowns for deposit into, and direct payments out of, the Special Account (instead of drawdowns pursuant to paragraph (a) above, such drawdowns shall be made in accordance with the provisions of Schedule 3 to this Loan Agreement.»

3. A new schedule 3 to the Loan Agreement is hereby inserted and attached hereto as Annex A.

With these amendments the terms of the Loan Agreement are hereby confirmed in its entirety.

Please confirm the binding agreement of the Borrower to the above amendments by signing the three copies of this letter in the space below and returning all three copies to the Bank, for the attention of Tim Bezencon, Operation Administration Unit, whereupon the Bank will sign the three copies and return on fully signed copy to you. These amendments will become effective as of the date indicated on this letter upon the signature by both the Borrower and the Bank.

Yours sincerely,

SCHEDULE 3

SPECIAL ACCOUNT

1. For the purposes of this Schedule the following terms shall have the following meaning:

«eligible category» means category 3 set forth in the table in the Attachment to Schedule 2 to the Loan Agreement; «eligible expenditures» means expenditures 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 allocated from time to time to the eligible category in accordance with the provisions of Schedule 2 to the Loan Agreement;

"Special Account          means an amount equalling one hundred
Maximum Balance"          and twenty five thousand Dollars

                      (USD 125,000); and

"Special Account          means  an amount equalling eighty
Minimum Drawdown          thousand Dollars (USD 80,000).

Amount»

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 in accordance with terms and conditions acceptable to the Bank, including appropriate protection against set-off, seizure, or attachment, the Borrower may draw down from the Available Amount and deposit into the Special Account an initial amount that shall not exceed the Special Account Maximum Balance nor be less man the Special Account Minimum Drawdown Amount.

4. Thereafter, the Borrower may draw down additional amounts from the Available Amount and deposit such amounts into the Special Account, subject to the limitations specified in paragraph 6 below and satisfaction of the following conditions for each requested drawdown:

(a) The Borrower shall have submitted to the Bank account statements and documents, and any other evidence requested by the Bank, to demonstrate that amounts disbursed from the Special Account have been properly applied.

(b) After giving effect to the requested drawdown from the Available Amount and deposit of the amount of such drawdown into the Special Account, the balance of the Special Account shall not exceed the Special Account Maximum Balance.

(c) Except as the Bank may from time to time agree, the amount of the requested drawdown from the Available Amount for deposit into the Special Account shall not be less than the Special Account Minimum Drawdown Amount.

5. Without prejudice to the requirement of paragraph 4 (a) above, the Borrower shall furnish, at any time the Bank shall reasonably request, a report on the balance and other details of the Special Account, including account statements and such other documents and other evidence as the Bank may request to show that payments made from the Special Account have been made in accordance with the requirements set forth in this Schedule.

6. Notwithstanding the provisions of paragraph 4 of this Schedule, the Borrower shall not draw down funds from the Available Amount for deposit into the Special Account, unless the Bank agrees otherwise:

(a) if, at any time, the Bank shall have determined that all further drawdowns from the Available Amount should be made in accordance with the provisions of Section 2.03(a) of this Agreement; or

(b) once the Available Amount allocated to the eligible Categories shall equal twice the amount of the Special Account Maximum Balance.

Thereafter, drawdowns from the Available Amount allocated to the eligible categories shall follow such procedures as the Bank shall specify by notice to the Borrower. Such further drawdowns 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 utilised in making payments for eligible expenditures.

7. (a) If the Bank shall have determined at any time that any payment out of, or any use 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;

(b) then the Bank may require the Borrower to;

(i) provide such additional evidence as the Bank may request; or

(ii) deposit into the Special Account (or, if the Bank shall so request, repay to the Bank) an amount equal to the amount of such payment or the portion thereof not so eligible or justified.

In the event the Bank makes such a determination under (a) (i) or (ii) above, no further drawdowns shall be made from the Available Amount for deposit into the Special Account (unless the Bank agrees otherwise) until such time as the Borrower has (x) deposited into the Special Account or repaid to the Bank an amount equal to the amount of such payment (or portion thereof) determined not to be eligible or justified, or (y) provided additional evidence, which satisfies the Bank, that the amounts previously disbursed from the Special Account were applied properly.»

8. (a) If the Bank shall have determined at any lime that any amount outstanding in the Special Account will not be required to cover further payments for eligible expenditures, then the Borrower shall, promptly upon notice from the Bank prepay to the Bank such outstanding amount. Likewise, if the Bank shall direct the Borrower to repay to the Bank an amount pursuant to paragraph 7 (b) (ii), then the Borrower shall promptly upon notice from the Bank prepay to the Bank such outstanding amount. For these purposes, the requirement that prepayments of the Loan must occur on Interest Payment Dates is waived, subject to paragraph 8 (c) below.

(b) The Borrower, upon prior notice to the Bank given in accordance with Section 3.07(a) of the Standard Terms and Conditions may prepay on any Interest Payment Date all or any portion of the funds deposited into the Special Account.

(c) Any prepayments of the amounts identified in subparagraphs (a) and (b) above shall be made in accordance with Section 3.07 of the Standard Terms and Conditions; provided, however, that such prepayments shall not be subject to the Minimum Prepayment Amount nor the prepayment administrative fee specified in Section 2.02(b) of the Loan Agreement and Section 3.07(b) of the Standard Terms and Conditions; and provided further that any prepayments that are made on a date other than an Interest Payment Date shall be subject to payment by the Borrower of any Unwinding Costs assessed by the Bank and notified to the Borrower. Furthermore, prepayments of the amounts identified in subparagraphs (a) and (b) above shall be applied by the Bank as provided in Section 3.07(d)(ii) of the Standard Terms and Conditions.

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