Conformed Copy - L3831 - Rehabilitation Loan - Amendment

Page 1 April 24, 1996 Mr. Petro Hermanchuk Minister of Finance Ministry of Finance Hrushevskoho, 12/2 252008 Kyiv, Ukraine Dear Mr. Minister: UKRAINE: Loan No. 3831-UA (Rehabilitation Loan) Amendments to the Loan Agreement We refer to the Loan Agreement between Export-Import Bank of Japan (JEximBank) and Ukraine, dated December 28, 1995, providing for a loan in an amount in Yen (Y) equivalent to one hundred fifty million U.S. Dollars ($150,000,000) (the JEximBank Loan), to be made by the JEximBank in conjunction with the Loan Agreement between Ukraine and the International Bank for Reconstruction and Development (the Bank), dated December 22, 1994 (the World Bank Loan Agreement), providing for a Loan in the amount of $500,000,000 equivalent, for the purposes of financing of the Program described in the letter of the Borrower dated November 30, 1994, as referred to in Recital (A) of said World Bank Loan Agreement. As the provision of financing under the JEximBank Loan was made expressly conditional upon the introduction of the corresponding amendments in the World Bank Loan Agreement, we proposed to introduce the following amendments to the above-captioned Loan Agreement: 1. Following Recital (A) of the Preamble, an additional paragraph (B), shall be introduced as Recital (B), reading as follows: "(B) by Agreement dated December 28, 1995, (the Japanese Exim Bank Loan Agreement), the Export-Import Bank of Japan (Japanese EximBank) has agreed to make a loan (the Japanese EximBank Loan) to the Borrower in an amount in Yen (Y) equivalent to one hundred fifty million U.S. Dollars ($150,000,000) to assist in financing part of the Project on the terms and conditions set forth in the Japanese EximBank Loan Agreement; and" and paragraph (B) shall be re-lettered paragraph (C), and the semi-colon at the end of the paragraph shall be replaced by a period and the word "and" shall be deleted. 2. Section 4.01 of the Loan Agreement shall be modified to read as follows: "Section 4.01. Pursuant to Section 6.02 (l) of the General Conditions, the following additional events are specified: (a) that a situation has arisen which shall make it improbable that the Program, or a significant part thereof, will be carried out; and (b) (i) Subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of the Japanese EximBank Loan shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the Japanese EximBank Loan Agreement; or (B) any such loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Bank that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Page 2 3. A new Section 4.02 of the Loan Agreement shall be included as follows: "Section 4.02. Pursuant to Section 7.01(h) of the General Conditions, the following additional event is specified, namely that, any event specified in paragraphs (a) (i) of Section 4.01 of this Agreement shall occur, subject to the proviso of paragraph (b) (ii) of that Section." If the above amendments are acceptable to the Borrower, the authorized representative of the Borrower should sign the two copies of this letter, returning one of the signed original copies to the Bank. The amendments will become effective upon receipt by the Bank of the confirmation copy of this letter. Very truly yours, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT /s/ Wafik Grais Acting Director Country Department IV Europe and Central Asia Region CONFIRMED: UKRAINE: /s/ Petro Hermanchuk Authorized Representative This 6th day of May 1996