OlFFICAL.DOCUMENTS)'

LOAN NUMBER 8459-BY

Loan Agreement

(Transit Corridor Improvement Project)

between

REPUBLIC OF BELARUS

and

INTERNATIONAL BANK FOR RECONSTRUCTIONAND DEVELOPMENT

Dated cJ4b&t ? , 2015

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LOAN NUMBER 8459-BY

LOAN AGREEMENT

Agreement dated ,2015,

between REPUBLIC OF BELARUS ("Borrower") andINTERNATIONAL BANK FOR RECONSTRUCTION ANDDEVELOPMENT ("Bank"). The Borrower and the Bank herebyagree as follows:

ARTICLE I - GENERAL CONDITIONS; DEFINITIONS

1.01. The General Conditions (as defined in the Appendix to thisAgreement) constitute an integral part of this Agreement.

1.02. Unless the context requires otherwise, the capitalized termsused in this Agreement have the meanings ascribed to them inthe General Conditions or in the Appendix to this Agreement.

ARTICLE II - LOAN

2.01. The Bank agrees to lend to the Borrower, on the terms andconditions set forth or referred to in this Agreement, the amountof two hundred fifty million Dollars (US$250,000,000), as suchamount may be converted from time to time through a CurrencyConversion in accordance with the provisions of Section 2.08of this Agreement ("Loan"), to assist in financing the projectdescribed in Schedule 1 to this Agreement ("Project").

2.02. The Borrower may withdraw the proceeds of the Loan inaccordance with Section IV of Schedule 2 to this Agreement.

2.03. The Front-end Fee payable by the Borrower shall be equal toone quarter of one percent (0.25%) of the Loan amount.

2.04. The Commitment Charge payable by the Borrower shall beequal to one quarter of one percent (0.25%) per annum on theUnwithdrawn Loan Balance.

2.05. The interest payable by the Borrower for each Interest Periodshall be at a rate equal to the Reference Rate for the LoanCurrency plus the Variable Spread; provided, that upon aConversion of all or any portion of the principal amount of theLoan, the interest payable by the Borrower during theConversion Period on such amount shall be determined inaccordance with the relevant provisions of Article IV of theGeneral Conditions. Notwithstanding the foregoing, if anyamount of the Withdrawn Loan Balance remains unpaid whendue and such non-payment continues for a period of thirty days,then the interest payable by the Borrower shall instead becalculated as provided in Section 3.02 (e) of the GeneralConditions.

2.06. The Payment Dates are April 15 and October 15 in each year.

2.07. The principal amount of the Loan shall be repaid in accordancewith the amortization schedule set forth in Schedule 3 to thisAgreement.

2.08. (a) The Borrower may at any time request any of thefollowing Conversions of the terms of the Loan in orderto facilitate prudent debt management: (i) a change of theLoan Currency of all or any portion of the principalamount of the Loan, withdrawn or unwithdrawn, to anApproved Currency; (ii) a change of the interest ratebasis applicable to: (A) all or any portion of the principalamount of the Loan withdrawn and outstanding from aVariable Rate to a Fixed Rate, or vice versa; or (B) all orany portion of the principal amount of the Loanwithdrawn and outstanding from a Variable Rate based

on a Reference Rate and the Variable Spread to aVariable Rate based on a Fixed Reference Rate and theVariable Spread, or vice versa; or (C) all of the principalamount of the Loan withdrawn and outstanding from aVariable Rate based on a Variable Spread to a VariableRate based on a Fixed Spread; and (iii) the setting oflimits on the Variable Rate or the Reference Rateapplicable to all or any portion of the principal amount ofthe Loan withdrawn and outstanding by the establishmentof an Interest Rate Cap or Interest Rate Collar on theVariable Rate or the Reference Rate.

(b) Any conversion requested pursuant to paragraph (a) ofthis Section that is accepted by the Bank shall beconsidered a "Conversion", as defined in the GeneralConditions, and shall be effected in accordance with theprovisions of Article IV of the General Conditions and ofthe Conversion Guidelines.

ARTICLE III - PROJECT

3.01. The Borrower declares its commitment to the objective of theProject. To this end, the Borrower shall carry out the Projectthrough the Ministry of Transport and Communications(MoTC) and Minskavtodor Center (MA-C), in accordance withthe provisions of Article V of the General Conditions and theInter-Ministerial Resolution.

3.02. Without limitation upon the provisions of Section 3.01 of thisAgreement, and except as the Borrower and the Bank shallotherwise agree, the Borrower shall ensure that the Project iscarried out in accordance with the provisions of Schedule 2 tothis Agreement.

ARTICLE IV - REMEDIES OF THE BANK

4.01. The Additional Events of Suspension consist of the following:

(a) The Inter-Ministerial Resolution has been amended,suspended, abrogated, repealed, waived or not enforced,in such a manner so as to affect materially and adversely,in the opinion of the Bank, the ability of MA-C to carryout the Project.

(b) The Legislation of MA-C has been amended, suspended,abrogated, repealed or waived so as to affect materiallyor adversely, in the opinion of the Bank, MA-C's abilityto carry out the Project pursuant to the Inter-MinisterialResolution.

4.02. The Additional Events of Acceleration consist of the following,namely, that any event specified in Section 4.01(a) and (b) ofthis Agreement occurs and is continuing for a period of sixty(60) days after notice of the event has been given by the Bankto the Borrower.

ARTICLE V - EFFECTIVENESS; TERMINATION

5.01. The Additional Conditions of Effectiveness consist of thefollowing:

(a) The Project Operational Manual has been adopted by theBorrower.

(b) The Inter-Ministerial Resolution has been duly issuedand published in the National Registry of Legal Acts, andis in full force and effect.

5.02. The Effectiveness Deadline is the date one hundred twenty(120) days after the date of this Agreement.

ARTICLE VI - REPRESENTATIVE; ADDRESSES

601. The Borrower's Representative is the Deputy Prime Minister.

6.02. The Borrower's Address is:

Council of MinistersHouse of GovernmentMinsk, 22001011 Sovetskaya StreetRepublic of Belarus

Facsimile:

375 17 2226665

6.03. The Bank's Address is:

International Bank for Reconstruction and Development1818 H Street, N.W.Washington, D.C. 20433United States of America

Cable address: Telex: Facsimile:

[NTBAFRAD 248423(MCI) or 1-202-477-6391Washington, D.C. 64145(MCI)

AGREED at Minsk, Republic of Belarus, as of the day and year firstabove written.

REPUBLIC OF BELARUS

By

Authorized Representative

Name: I

Title:te

INTERNATIONAL BANK FORRECONSTRUCTION AND DEVELOPMENT

By

Authorized Representative

Name: 6 I a

Title:

SCHEDULE 1

Project Description

The objective of the Project is to improve transportconnectivity, border crossing procedures and safety for domestic andinternational road users on selected sections of the M6 Corridor.

The Project consists of the following parts:

Part 1: Improvement of Sections of M6 Transit Corridor

Reconstructing and upgrading selected sections of the M6Corridor through, inter alia:

(a) carrying out of widening works (from a two lane roadto a four lane road) in selected sections of the M6Corridor between the cities of Minsk and Grodno forapproximately 86 km in the aggregate;

(b) the installation of central crash barriers, side barriers,bus stops, road signs and markings along selectedsections of the M6 Corridor;

(c) the improvement of vertical alignments located inselected sections of the M6 Corridor; and

(d) the carrying out of: (i) the technical audits for theactivities mentioned under Part 1 (a) to (c) above; and(ii) the Project financial audits.

Part 2: Road Safety and Network Management

Strengthening the Borrower's traffic management and roademergency response through, inter alia:

(a) the establishment of a Traffic and Road SafetyCoordination Center (TRSCC) through, inter alia: (i) thepreparation of the technical design of TRSCC and thenecessary bidding documents for its establishment; (ii)the provision of consultants' services and Training; (iii)the development of the necessary monitoring andevaluation mechanisms, through, inter alia: (A) thedesign and implementation of road users' satisfactionsurveys; (B) the carrying out of impact evaluations ofroad sector interventions; and (C) the carrying out of roadsafety awareness campaigns; and (iv) the provision ofICT systems.

(b) (i) the design and implementation of a market survey onroad-side services to identify user needs and privatesector interests in the Borrower's transport sector; and(ii) the review of the Borrower's regulatory frameworkfor the development of road-side services based on amarket-oriented approach.

Part 3: Border Management Enhancement

Strengthening the Borrower's border management capacity andfacilitating the movement of cross-border trade at the Bruzgi bordercrossing point, through the re-design and implementation of thephysical layout of vehicles control, processing and examination areas,through the provision of works, goods and consultants' servicesrequired therefor.

SCHEDULE 2

Project Execution

Section I. Implementation Arrangements

A. Institutional Arrangements1. The Borrower shall vest the overall responsibility for the

implementation of the Project in MoTC, and to this end,through MA-C, shall operate and maintain, throughout Projectimplementation, the Project Implementation Team Unit (PIT)with qualified staff in sufficient numbers, adequate funds,facilities, services and other resources for Projectimplementation, all acceptable to the Bank.

2. The Borrower, through MoTC and MA-C shall: (a) carry outthe Project in accordance with the requirements set forth in amanual acceptable to the Bank (Project Operational Manual orPOM); and (b) not to assign, amend, abrogate, or waive thePOM or any of its provisions, except with the prior writtenapproval of the Bank. In case of any conflict between the termsof the POM and those of this Agreement, the terms andconditions of this Agreement shall prevail.

3. The Borrower shall maintain, or cause to be maintained, duringthe implementation of the Project, its offices, units andsubordinated agencies (including, MA-C, Grodnoavtodor,Beldor Center, and the State Customs Committee (SCC)) withtechnical, environmental and social safeguards, fiduciary andother Project related responsibilities for implementing theProject, all with powers, functions, capacity, staffing andresources acceptable to the Bank to fulfill their respectiveresponsibilities under the Project.

B. Inter- Ministerial Resolution

1. To facilitate the carrying out of the Project, the Borrower shallissue an inter-ministerial resolution, under terms and conditionsacceptable to the Bank (Inter-Ministerial Resolution) whichshall include:

(a) the obligation of MA-C to: (i) implement the Project inaccordance with the pertinent provisions of thisAgreement (including compliance with the pertinentprovisions set forth in the Safeguards, Procurement andFinancial Management sections and the provisions ofArticle V of the General Conditions), the Anti-Corruption Guidelines and the POM; (ii) promptlyinform the Borrower and the Bank of any conditionwhich interferes, or threatens to interfere, with theperformance of its obligations under the Inter-MinisterialResolution; and (iii) take or permit to be taken all actionsto enable the Borrower to comply with the obligationsreferred to in this Agreement as applicable to MA-C; and

(b) the obligation of Grodnoavtodor, Beldor Center, andSCC, each to assist the MoTC and MA-C in theimplementation of the technical aspects of the Projectand in compliance with the pertinent provisions of thisAgreement (including the Safeguards section).

C. Anti-CorruptionThe Borrower shall ensure that the Project is carried out inaccordance with the provisions of the Anti-CorruptionGuidelines.

D. Safeguards1 . The Borrower, through MoTC and MA-C, shall carry out the

Project in accordance with the Environmental ManagementPlan (EMP) and the Resettlement Policy Framework (RPF).Except as the Bank shall otherwise agree, the Borrower,

through MoTC and MA-C, shall not assign, amend, abrogate orwaive the EMP and the RPF or any of their provisions.

2. Prior to commencement of any works to be carried out in theGrodno region under Part 1 of the Project, the Borrower shall,through MoTC and MA-C, implement the Resettlement ActionPlan (RAP), in accordance with its terms and in a manneracceptable to the Bank, including the obligation of full paymentof compensation and/or the provision of relocation to allDisplaced Persons prior to any displacement. Except as theBank shall otherwise agree, the Borrower shall not assign,amend, abrogate or waive the RAP or any of its provisions.

3. Without limitation to the provisions set forth in paragraphs 1and 2 above, for the purposes of carrying out any works underPart 1 of the Project (other than in the Grodno region), theBorrower, through MOTC and MA-C shall:

(a) when applicable: (i) prepare and disclose, prior tocommencement of any works Site-specific RAPs, eachand all acceptable to the Bank, in accordance with theRPF; and (ii) immediately thereafter, carry out the worksin accordance with the provisions of said Site-specificRAPs and in a manner acceptable to the Bank, includingfull payment of compensation and/or the provision ofrelocation to all Displaced Persons prior to anydisplacement; and

(b) maintain a grievance redress mechanism acceptable tothe Bank so as to enable an adequate monitoring of theissues related to the implementation of the RAP and/orany Site-specific RAP arising as a result of the Projectactivities.

Section II. Project Monitoring Reporting and Evaluation

A. Project Reports

The Borrower, through MOTC and MA-C shall: (a) monitorand evaluate the progress of the Project; and (b) with theassistance of PIT, prepare Project Reports, all in accordancewith the provisions of Section 5.08 of the General Conditionsand on the basis of the indicators acceptable to the Bank. EachProject Report shall cover the period of one calendar semester,and shall be furnished to the Bank not later than forty five (45)days after the end of the period covered by such report.

B. Financial Management, Financial Reports and Audits

1 . The Borrower, through MOTC, shall maintain or cause to bemaintained, a financial management system in accordance withthe provisions of Section 5.09 of the General Conditions.

2. The Borrower, through MOTC, shall cause MA-C to prepareand furnish to the Bank, not later than forty five (45) days afterthe end of each calendar quarter, interim unaudited financialreports for the Project covering the quarter, in form andsubstance acceptable to the Bank.

3. The Borrower, through MoTC, shall cause MA-C to: (i)maintain a financial management system and prepare financialstatements in accordance with consistently applied accountingstandards acceptable to the Bank, both in a manner adequate toreflect the operations and financial condition of MA-C,including the operations, resources and expenditures related tothe Project; and (ii) have its financial statements referred toabove audited by independent auditors acceptable to the Bank.Each audit of these financial statements shall cover the periodof one fiscal year of the Borrower (or any other period as shallbe agreed by the Bank).

4. The Borrower, through MoTC, shall cause MA-C to ensure thatthe audited financial statements for each period shall be: (a)furnished to the Borrower and the Bank not later than six (6)months after the end of each period; and (b) made publiclyavailable in a timely fashion and in a manner acceptable to theBank.

Section III. Procurement

A. General

1 . Goods, Works and Non-consulting Services. All goods,works and non-consulting services required for the Project andto be financed out of the proceeds of the Loan shall be procuredin accordance with the requirements set forth or referred to inSection I of the Procurement Guidelines, and the provisions ofthis Section (including Annex A to this Schedule).

2. Consultants' Services. All consultants' services required forthe Project and to be financed out of the proceeds of the Loanshall be procured in accordance with the requirements set forthor referred to in Sections I and IV of the Consultant Guidelinesand the provisions of this Section.

3. Definitions. The capitalized terms used below in this Sectionto describe particular procurement methods or methods ofreview by the Bank of particular contracts refer to thecorresponding method described in Sections II and III of theProcurement Guidelines, or Sections II, III, IV and V of theConsultant Guidelines, as the case may be.

B. Particular Methods of Procurement of Goods, Works andNon-consulting Services

1. International Competitive Bidding. Except as otherwiseprovided in paragraph 2 below, goods, works and non-consulting services shall be procured under contracts awardedon the basis of International Competitive Bidding.

2. Other Methods of Procurement of Goods, Works and Non-consulting Services. The following methods, other thanInternational Competitive Bidding, may be used forprocurement of goods, works and non-consulting services forthose contracts specified in the Procurement Plan. TheProcurement Plan shall specify the circumstances under whichsuch methods are used: (a) National Competitive Bidding,subject to the additional provisions set forth in Annex A to thisSchedule; (b) Shopping; (c) Direct Contracting; and (d) ForceAccount.

C. Particular Methods of Procurement of Consultants'Services

1. Quality- and Cost-based Selection. Except as otherwiseprovided in paragraph 2 below, consultants' services shall beprocured under contracts awarded on the basis of Quality andCost-based Selection.

2. Other Methods of Procurement of Consultants' Services.The following methods, other than Quality and Cost-basedSelection, may be used for procurement of consultants' servicesfor those contracts which are specified in the Procurement Plan.The Procurement Plan shall specify the circumstances underwhich such methods are used: (a) Quality-based Selection; (b)Selection under a Fixed Budget; (c) Least Cost Selection; (d)Selection based on Consultants' Qualifications; (e) Single-

source Selection of consulting firms; (f) Procedures set forth inparagraphs 5.2 and 5.3 of the Consultant Guidelines for theSelection of Individual Consultants; and (g) Single-sourceprocedures for the Selection of Individual Consultants.

D. Review by the Bank of Procurement Decisions

1. The Procurement Plan shall set forth those contracts which shallbe subject to the Bank's Prior Review. All other contracts shallbe subject to Post Review by the Bank.

2. The Borrower shall no later than June 30 of every year duringthe implementation of the Project, beginning on June 30, 2016:(i) prepare and furnish to the Bank a procurement progressreport (Procurement Report), in form and substance acceptableto the Bank, which shall include, inter alia: (A) a description ofthe issues which arose during the full procurement cycle underthe Project during the twelve months preceding the date ofpresenting each Procurement Report, from design throughplanning, bidding, contract implementation and completion; (B)a list of proposed measures and actions to be taken to resolvethe issues identified under (A) above; and (C) a proposedtimeline for the implementation of the said measures andactions; and (ii) thereafter implement the proposed measuresand actions under each Procurement Report in accordance withits terms and in a manner acceptable to the Bank.

Section IV. Withdrawal of Loan Proceeds

A. General

1. The Borrower may withdraw the proceeds of the Loan inaccordance with the provisions of Article II of the GeneralConditions, this Section, and such additional instructions as theBank shall specify by notice to the Borrower (including the

"World Bank Disbursement Guidelines for Projects" dated May2006, as revised from time to time by the Bank and as madeapplicable to this Agreement pursuant to such instructions), tofinance Eligible Expenditures as set forth in the table inparagraph 2 below.

3. The following table specifies the categories of EligibleExpenditures that may be financed out of the proceeds of theLoan ("Category"), the allocation of the amounts of the Loan toeach Category, and the percentage of expenditures to befinanced for Eligible Expenditures in each Category.

Amount of the Loan Percentage ofCategory Allocated Expenditures to be

(expressed in USD) financed(inclusive of Taxes)

(1) Goods, works, 249,375,000 100%non-consultingservices,consultants'services, andTraining for theProject(2) Front-end Fee 625,000 Amount payable

pursuant to Section2.03 of thisAgreement inaccordance withSection 2.07 (b) ofthe GeneralConditions

TOTAL 250M0,000AMOUNT

B. Withdrawal Conditions; Withdrawal Period

1. Notwithstanding the provisions of Part A of this Section, nowithdrawal shall be made for payments made prior to the date of thisAgreement.

2. The Closing Date is June 30, 2020.

SCHEDULE 3

Amortization Schedule

1. The following table sets forth the Principal Payment Dates ofthe Loan and the percentage of the total principal amount of theLoan payable on each Principal Payment Date ("InstallmentShare"). If the proceeds of the Loan have been fully withdrawnas of the first Principal Payment Date, the principal amount ofthe Loan repayable by the Borrower on each Principal PaymentDate shall be determined by the Bank by multiplying: (a)Withdrawn Loan Balance as of the first Principal PaymentDate; by (b) the Installment Share for each Principal PaymentDate, such repayable amount to be adjusted, as necessary, todeduct any amounts referred to in paragraph 4 of this Schedule,to which a Currency Conversion applies.

Principal Payment Date Installment Share(Expressed as a Percentage)

On each April 15 and October 15

Beginning April 15, 2020 4,76%through October 15, 2029

On April 15, 2030 4,80%

2. If the proceeds of the Loan have not been fully withdrawn as ofthe first Principal Payment Date, the principal amount of theLoan repayable by the Borrower on each Principal PaymentDate shall be determined as follows:

(a) To the extent that any proceeds of the Loan have beenwithdrawn as of the first Principal Payment Date, theBorrower shall repay the Withdrawn Loan Balance as of

such date in accordance with paragraph 1 of thisSchedule.

(b) Any amount withdrawn after the first Principal PaymentDate shall be repaid on each Principal Payment Datefalling after the date of such withdrawal in amountsdetermined by the Bank by multiplying the amount ofeach such withdrawal by a fraction, the numerator ofwhich is the original Installment Share specified in thetable in paragraph 1 of this Schedule for said PrincipalPayment Date ("Original Installment Share") and thedenominator of which is the sum of all remainingOriginal Installment Shares for Principal Payment Datesfalling on or after such date, such amounts repayable tobe adjusted, as necessary, to deduct any amounts referredto in paragraph 4 of this Schedule, to which a CurrencyConversion applies.

3. (a) Amounts of the Loan withdrawn within two calendarmonths prior to any Principal Payment Date shall, for thepurposes solely of calculating the principal amountspayable on any Principal Payment Date, be treated aswithdrawn and outstanding on the second PrincipalPayment Date following the date of withdrawal and shallbe repayable on each Principal Payment Datecommencing with the second Principal Payment Datefollowing the date of withdrawal.

(b) Notwithstanding the provisions of sub-paragraph (a) ofthis paragraph, if at any time the Bank adopts a due datebilling system under which invoices are issued on or afterthe respective Principal Payment Date, the provisions ofsuch sub-paragraph shall no longer apply to anywithdrawals made after the adoption of such billingsystem.

4. Notwithstanding the provisions of paragraphs 1 and 2 of thisSchedule, upon a Currency Conversion of all or any portion ofthe Withdrawn Loan Balance to an Approved Currency, theamount so converted in the Approved Currency that isrepayable on any Principal Payment Date occurring during theConversion Period, shall be determined by the Bank bymultiplying such amount in its currency of denominationimmediately prior to the Conversion by either: (i) the exchangerate that reflects the amounts of principal in the ApprovedCurrency payable by the Bank under the Currency HedgeTransaction relating to the Conversion; or (ii) if the Bank sodetermines in accordance with the Conversion Guidelines, theexchange rate component of the Screen Rate.

5. If the Withdrawn Loan Balance is denominated in more thanone Loan Currency, the provisions of this Schedule shall applyseparately to the amount denominated in each Loan Currency,so as to produce a separate amortization schedule for each suchamount.

ANNEX Ato

SCHEDULE 2

Additional Provisions Relating to Procurement of Goods, Worksand Non-Consulting Services under Bank-Financed Contracts

Subject to National Competitive Bidding

Without limitation upon the provisions of Section III ofSchedule 2 to this Agreement or the Procurement Guidelines, theprocurement procedure to be followed for National CompetitiveBidding shall be the Open Tender procedure set forth in the PublicProcurement Law of the Borrower (Law No. 419-3 on PublicProcurement of Goods (Works, Services), dated 13 July 2012), andsubject to the following provisions:

A. Eligibility

The eligibility of bidders shall be as defined under Section I ofthe Procurement Guidelines; accordingly, no bidder or potentialbidder shall be declared ineligible for contracts financed by the Bankfor reasons other than those provided in Section I of the ProcurementGuidelines.

Bidding shall not be restricted to domestic bidders. Norestrictions in respect of eligibility to participate in bidding forcontracts shall be placed on the basis of nationality of the bidderand/or the origin of goods other than those set forth in paragraph 1.10of the Procurement Guidelines No restriction of any kind shall beapplied to foreign bidders who wish to submit a bid.

Bidding shall not be restricted to pre-registered or invited firms,and foreign bidders shall not be required to be registered with localauthorities as a prerequisite for submitting bids.

B. Procedures

(a) Invitations to bid shall be advertised in the Borrower'sOfficial Gazette or in at least one widely circulatednational daily newspaper or in an electronic portal of freeaccess allowing a minimum of thirty (30) days for thepreparation and submission of bids, from the date ofpublication of the invitation to bid or the date ofavailability of the bidding documents, whichever is later.

(b) The sale and/or issuance of bidding documents shall notbe restricted only to entities invited by the procuringentity.

(c) Bids shall be submitted as paper documents andsubsequent procurement process (bid opening, bidevaluation, the contract finalization) shall be conductedusing conventional paper formats. Borrower/MA-C shallbe able to use an electronic system permitting bidders tosubmit bids by electronic means, provided the Bank issatisfied with the adequacy of the system, including interalia, that the system is secure, maintains the integrity,confidentiality, and authenticity of bids submitted, anduses an electronic signature system or equivalent to keepbidders bound to their bids.

(d) Prequalification procedures acceptable to the Bank shallbe used for large, complex and/or specialized contracts.

C. Assessment of Bidders' Qualifications

In the procurement of goods, works and non-consultingservices, where pre-qualification is not used, the qualifications of thebidder who is recommended for award of contract shall be assessed bypost-qualification, applying minimum experience, technical and

financial requirements which shall be explicitly stated in the biddingdocuments and which shall be determined by a 'pass/fail' methodacceptable to the Bank.

D. Participation by Government-owned Enterprises

Borrower-owned enterprises shall be eligible to participate inbidding only if they can establish that they are legally and financiallyautonomous, operate under commercial law and are not a dependentagency of the Borrower. Furthermore, they will be subject to the samebid and performance security requirements as other bidders.

E. Participation by Joint Ventures

Participation shall be allowed from joint ventures on thecondition that such joint venture partners will be jointly and severallyliable under the pertinent contract.

F. Bidding Documents

Procuring entities shall use the bidding documents acceptable tothe Bank, or Bank's sample National Competitive Bidding documentsfor Europe and Central Asia Region for works, goods, and non-consulting services shall draft prequalification documents (whereapplicable), contracts and conditions of contract acceptable to theBank.

G. Bid Evaluation

(a) Evaluation criteria other than price shall be quantified inmonetary terms in a manner acceptable to the Bank.

(b) Evaluation of bids shall be made in strict adherence tothe monetarily-quantifiable criteria declared in thebidding documents and a merit point system shall not beused.

(c) An extension of bid validity, if justified by exceptionalcircumstances, may be requested in writing from allbidders before the bid validity expiration date and shallbe allowed once only for the minimum period required tocomplete the evaluation or award a contract, but not morethan thirty (30) days from the date of the decision toextend the bid validity. No further extensions shall berequested without the prior approval of the Bank.

(d) Bids containing material deviations from the biddingdocument requirements shall be rejected. Non-materialdocumentary deviations or quantifiable minor deviationsmay not be the reason for the rejection of bids.

(e) Bids may not be rejected where they differ substantiallyfrom the estimated prices calculated by the procuringentity, except where the bid prices exceed the availablebudget.

(f) Contracts shall be awarded to qualified bidders havingsubmitted the lowest evaluated substantially responsivebid, and no negotiation as to the price or substance of thebid shall take place.

(g) No domestic preference shall apply under NationalCompetitive Bidding.

(h) Bid evaluation shall be confidential and no informationshall be disclosed until the notification of the award.

H. Price Adjustment

Civil works contracts of long duration (i.e. more than eighteen(18) months) shall contain an appropriate price adjustment clauseacceptable to the Bank

I. Rejection of All Bids

All bids (or the sole bid if only one bid is received) shall not berejected, the procurement process shall not be cancelled, and new bidsshall not be solicited, without the Bank's prior written concurrence.J. Securities

Performance securities should not exceed ten percent (10%) ofthe contract price; No advance payments shall be made to thesuppliers/contractors without a suitable advance payment security.The wording of all such securities shall be included in the biddingdocuments and shall be acceptable to the Bank. Bidders shall begiven at least twenty-eight (28) days from the receipt of notification ofcontract award to submit Performance securities, and Bid securitiesshall remain valid for such period.

K. Contract Modification and Termination

With respect to contracts subject to the Bank's prior review, theBorrower shall obtain the Bank's no objection before agreeing to: (a)a material extension of the stipulated time for performance of acontract; (b) any substantial modification of the scope of services orother significant changes to the terms and conditions of the contract;

(c) any variation order or amendment which, singly or combined with

all variation orders or amendments previously issued, increases the

original contract amount by more than fifteen percent (15%); or (d)the proposed termination of the contract. A copy of all contract

amendments shall be provided to the Bank.

L. Fraud and Corruption

Each bidding document and contract financed out of the

proceeds of the Loan shall include provisions stating the Bank's

policy to sanction firms or individuals, found to have engaged in fraudand corruption as defined in paragraph 1.16(a) of the ProcurementGuidelines.

M. Audit Rights

In accordance with paragraph 1.16(e) of the Procurement

Guidelines, each bidding document and contract financed out of the

proceeds of the Loan shall provide that: (i) the bidders, suppliers,contractors and subcontractors shall permit the Bank, at its request, to

inspect their accounts and records relating to the bid submission andperformance of the contract, and to have said accounts and records

audited by auditors appointed by the Bank; and (ii) the deliberate and

material violation by the bidder, supplier, contractor or subcontractor

of such provision may amount to an obstructive practice as defined in

paragraph 1.16(a)(v) of the Procurement Guidelines.

APPENDIX

Section I. Definitions

1. "Anti-Corruption Guidelines" means the "Guidelines onPreventing and Combating Fraud and Corruption in ProjectsFinanced by IBRD Loans and IDA Credits and Grants", datedOctober 15, 2006 and revised in January 2011.

2. "Beldor Center" means the Borrower's republican unitary(state-owned) enterprise, established by MoTC pursuant to thePresidential Decree No. 241, dated May 25, 2005, or anysuccessor thereto, acceptable to the Bank.

3. "Category" means a category set forth in the table in SectionIV of Schedule 2 to this Agreement.

4. "Consultant Guidelines" means the "Guidelines: Selection andEmployment of Consultants under IBRD Loans and IDACredits and Grants by World Bank Borrowers" dated January2011 and revised July 2014.

5. "Displaced Person" means a person who, on account of theexecution of the Project, has experienced or would experiencedirect economic and social impacts caused by: (i) theinvoluntary taking of land, resulting in: (a) relocation or loss ofshelter; (b) loss of assets or access to assets; or (c) loss ofincome sources or means of livelihood, whether or not suchperson must move to another location; or (ii) the involuntaryrestriction to access to legally designated parks and protectedareas, resulting in adverse impacts on the livelihood of suchperson, and "Displaced Persons" means, collectively, the pluralthereof.

6. "Environmental Management Plan" or "EMP" means theBorrower's environmental management plan (which includes anenvironmental impact assessment), dated September 5, 2014,

and publicly disclosed on September 10, 2014 in form andsubstance acceptable to the Bank which contains, inter alia: (a)site-specific environmental mitigation measures anticipated foractivities under the Project; and (b) the Borrower's agenciesresponsible for monitoring of construction and operationalimpacts, as said plan may be amended from time to time withthe prior written agreement of the Bank.

7. "General Conditions" means the "International Bank forReconstruction and Development General Conditions forLoans", dated March 12, 2012, with the modifications set forthin Section II of this Appendix.

8. "Grodnoavtodor" means the Borrower's republican unitary(state-owned) enterprise, established by MoTC pursuant to theOrder of the Committee on Automobile Roads No. 44, datedApril 30, 1998, issued by the MoTC, or any successor thereto,acceptable to the Bank.

9. "ICT" means information and communication technology.

10. "Inter-Ministerial Resolution" means the resolution referred toSection I.B of Schedule 2 to this Agreement.

11. "Legislation of MA-C" means the Borrower's PresidentialDecree No. 241, dated May 25, 2005, as amended to the date ofthis Agreement and any other associated regulations governing,or otherwise regulating MA-C and its activities.

12. "MoTC" means the Borrower's Ministry of Transport andCommunication, or any successor thereto.

13. "M6 Corridor" means the Borrower's portion of the interstatetransit corridor located, for the purposes of this Project,between Minsk and Grodno regions.

14. "MinskAvtodor Center" or "MA-C" means the Borrower'sstate-owned enterprise established by MoTC pursuant to theLegislation of MA-C or any successor thereto, acceptable to theBank.

15. "National Registry of Legal Acts" means the Borrower'snational database of legal and normative acts.

16. "Procurement Guidelines" means the "Guidelines: Procurementof Goods, Works and Non-consulting Services under IBRDLoans and IDA Credits and Grants by World Bank Borrowers"dated January 2011 and revised July 2014.

17. "Project Operational Manual" or "POM" means the manual forthe Project, acceptable to the Bank, to be prepared and adoptedby the Borrower and MA-C, describing and setting forthprocedures inter alia, the activities and timetable of actions tobe carried out under the Project, the respective roles andresponsibilities of the agencies involved in the implementationof the Project (including Grodnoavtodor, Beldor Center, andSCC), staff of the PIT, the fiduciary, technical and operationalaspects and procedures for implementation of the Project,including the financial management procedures (budgeting,accounting and internal control, disbursement and flow offunds, financial reporting, annual reports, internal and externalaudit arrangements procedures and including the Projectspecific chart of accounts), procurement procedures, monitoringand evaluation arrangements, and other fiduciary andadministrative arrangements and necessary terms of reference,as the same may be amended from time to time with the priorwritten agreement of the Bank.

18. "Procurement Plan" means the Borrower's procurement planfor the Project, dated November 19, 2014 and referred to inparagraph 1.18 of the Procurement Guidelines and paragraph

1.25 of the Consultant Guidelines, as the same shall be updatedfrom time to time in accordance with the provisions of saidparagraphs.

19. "Project Implementation Team Unit" or "PIT" means the unitwithin MA-C referred to in Section I.A.1 of Schedule 2 to thisAgreement.

20. "Resettlement Action Plan" or "RAP" means the Borroweraction plan for the section of the M6 Corridor located inGrodno region, dated August 20, 2014, and published onSeptember 24, 2014, in form and substance acceptable to theBank, containing, inter alia, a program of actions, measures andpolicies for compensation of Displaced Persons, together withadequate institutional, monitoring and reporting arrangementscapable of ensuring proper implementation of, and regularfeedback on compliance with its terms for, the said section ofM6 Corridor.

21. "Resettlement Policy Framework" or "RPF" means theBorrower's framework dated March, 2014, and publiclydisclosed on June 26, 2014, in form and substance acceptable tothe Bank, outlining general implementation procedures,mitigation measures and monitoring procedures forResettlement under the Project, including the procedures for thepreparation and implementation of resettlement plans, whenapplicable, as said framework may be amended from time totime with the Bank's prior written approval.

22. "Site-specific RAPs" means any resettlement action plan, to beprepared by the Borrower and MA-C, in accordance with theRPF, containing, inter alia, a program of actions, measures andpolicies for compensation of Displaced Persons, includingbudget and cost estimates, and sources of funding, together withadequate institutional, monitoring and reporting arrangements

capable of ensuring proper implementation of, and regularfeedback on compliance with its terms, for each site.

23. "State Customs Committee" or "SCC" means the Borrower'spublic administration agency responsible for, inter alia,implementing the Borrower's customs policy, operatingpursuant to the Provisions on the State Customs Committeeapproved pursuant to Presidential Decree No. 228 "On SomeAspects of Customs Agencies", dated April 21, 2008, or anysuccessor thereto.

24. "Traffic and Road Safety Coordination Center" or "TRSCC"means the center established under Part 2 of the Project.

25. "Training" means expenditures (other than those forconsultants' services) incurred by the Borrower in connectionwith the carrying out of seminars, workshops, including thereasonable travel costs (i.e. accommodation, transportation andper-diem, inter alia) of trainees and trainers (if applicable),training registration fees, catering, rental of training facilitiesand equipment, logistics and printing services, as well astraining materials for the purposes of, and directly related to,the activities of the Project.

Section II. Modifications to the General Conditions

The General Conditions are hereby modified as follows:

1. In the Table of Contents, the references to Sections, Sectionnames and Section numbers are modified to reflect themodifications set forth in the paragraphs below.

2. Section 3.01. (Front-end Fee) is modified to read asfollows:

"Section 3.01. Front-end Fee; Commitment Charge

(a) The Borrower shall pay the Bank a front-end feeon the Loan amount at the rate specified in theLoan Agreement (the "Front-end Fee").

(b) The Borrower shall pay the Bank a commitmentcharge on the Unwithdrawn Loan Balance at therate specified in the Loan Agreement (the"Commitment Charge"). The CommitmentCharge shall accrue from a date sixty days after thedate of the Loan Agreement to the respective dateson which amounts are withdrawn by the Borrowerfrom the Loan Account or cancelled. TheCommitment Charge shall be payable semi-annually in arrears on each Payment Date."

3. In the Appendix, Definitions, all relevant references to Sectionnumbers and paragraphs are modified, as necessary, to reflectthe modification set forth in paragraph 2 above.

4. The Appendix is modified by inserting a new paragraph 19 withthe following definition of "Commitment Charge", andrenumbering the subsequent paragraphs accordingly:

"19. "Commitment Charge" means the commitmentcharge specified in the Loan Agreement for the purposeof Section 3.01(b)."

5. In the renumbered paragraph 49 (originally paragraph 48) of theAppendix, the definition of "Front-end Fee" is modified byreplacing the reference to Section 3.01 with Section 3.01 (a).

6. In the renumbered paragraph 68 (originally paragraph 67) of theAppendix, the definition of the term "Loan Payment" ismodified to read as follows:

"68. "Loan Payment" means any amount payable by theLoan Parties to the Bank pursuant to the LegalAgreements or these General Conditions, including (butnot limited to) any amount of the Withdrawn LoanBalance, interest, the Front-end Fee, the CommitmentCharge, interest at the Default Interest Rate (if any), anyprepayment premium, any transaction fee for a

Conversion or early termination of a Conversion, theVariable Spread Fixing Charge (if any), any premiumpayable upon the establishment of an Interest Rate Cap orInterest Rate Collar, and any Unwinding Amount payableby the Borrower."

7. In the renumbered paragraph 73 (originally paragraph 72) of theAppendix, the definition of "Payment Date" is modified bydeleting the word "is" and inserting the words "andCommitment Charge are" after the word "interest".