International Bank (Ramu Hydroelectric Project) Loan Agreement.

Transcription

1 INDEPENDENT STATE OF PAPUA NEW GUINEA. CHAPTER No International Bank (Ramu Hydroelectric Project). ADMINISTRATION. GENERAL ANNOTATION. As at 13 Februaty 1976 (the date of gazettal of the most comprehensive allocation of responsibilities to Ministers and Departments at about the effective date), while the administration of this Chapter was not specifically vested in any Minister it appears from the determination of functions of Departments that it came within the responsibilities of the Minister for Finance. Accordingly, as at that date, unless some other intention is clearly indicated, by note or in the text, it seems that references in or in relation to this Chapter to-- "the Minister"-should be read as references to the Minister for Finance; "the Departmental Head"-should be read as references to the Secretaty for Finance; "the Department"-should be read as references to the Department of Finance. TABLE OF CONTENTS. Page. Inl,rnalional Bank (Ram. Hydro,leelric Projeel) Act 3 Regulations.... Subsidiaty Legislation.... Appendix Source of act. ( )

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3 \ I THE INDEPENDENT STATE OF PAPUA NEW GUINEA. CHAPTER No International Bank (Ramu Hydroelectric Project) Act. ARRANGEMENT OF SECTIONS. L lriterpreration- "" "Project Agreement". 2, Approval of Agreements. 3. Effect on other laws. 4, Pre-appropriation of moneys. SCHEDULES. FIRST SCHEDULE.- (Upper Ramu Hydroelectric Development Project). SECOND SCHEDULE.-Project Agreement (Upper Ramu Hydroelectric Development Project). I 3

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5 ) INDEPENDENT STATE OF PAPUA NEW GUINEA. CHAPTER No International Bank (Ramu Hydroelectric' Project) Loan Agreement Act. Being an Act to approve agreements between the Administration of the former Territory of Papua and New Guinea and the International Bank for Reconstruction and Development for a loan for the purposes of the hydroelectric project on the Ramu River. 1. Interpretation. In this Act- "" means the agreement dated 26 May a copy of which is set out in Part 1 of the First Schedule, which includes the General Conditions applicable to Development Credit Agreements, a copy of which is set out in Part 2 of that Schedule; "Project Agreement" means the agreement.dated 26 May a copy of which is set out in the Second Schedule. 2. Approval of Agreements. The and the Project Agreement are approved. and take eflect according to their respective tenors. 3. Effect on other laws. The and the Project Agreement have the force of law as if contained in this Act, and apply notwithstanding anything in any other law. 4. Pre~appropriation of moneys. All repayments of principal and payments of interest under the and the payment of all other charges payable under that agreement or the Project Agreement or under a Bond under either of those agreements shall he made out of the Consolidated Revenue Fund, which is, to the necessary extent, appropriated accordingly. 5

6 Ch. No. 125 International Bank (Ramu HydroeJectric Project:) SCHEDULES. FIRST SCHEDULE. PART I. Sec. I. Loan Number 737 PNG LOAN AGREEMENT (Upper Ramu Hydroelectric Development Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and ADMINISTRATION OF THE TERRITORY OF PAPUA AND NEW GUINEA Dated May 26, 1971 LOAN AGREEMENT AGREEMENT, dated May 26, 1971, between ADMINISTRATION OF THE TERRITORY OF PAPUA AND NEW GUINEA (hereinafter called the Botrower) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank). WHEREAS (A) the Borrower has requested the Bank to assist in the financing of the foreign exchange cost of the Project described in Schedule 2 to this Agreement by making the Loan as herein provided; (B) the Project will be carried out by the Papua and New Guinea Electricity Commission (hereinafter called ELCOM) with the Borrower's assistance and, as part of such assistance, the Borrower will make available to ELeOM the proceeds of the Loan as hereinafter provided; and (C) the Bank is willing to make the Loan available upon the terms and conditions set forth hereinafter, in a project agreement (hereinafter called the Project Agreement) of even date herewith between the Bank and ELCOM and in a guarantee agreement (hereinafter called the Guarantee Agreement) of even date herewith between The Commonwealth of Australia (hereinafter called the Guarantor) and the Bank; Now THEREFORE the parties hereto agree as follows: ARTICLE I General Conditions; Definitions Section The parties to this Agreement accept all the provisions of the General Conditions Applicable to Loan and Guarantee Agreements of the Bank, dated January 31, with the same force and effect as if they were fully set forth herein, subject, however, to the modifications thereof set forch in Schedule 4 to this Agreement (said General, Conditions Applicable to Loan and Guarantee Agreements of the Bank, as so modified. being hereinafter called the General Conditions). Section Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions have the respective meanings therein set forth and the following additional terms have the following meanings: (a) "Subsidiary " means the Agreement referred to in Section 3.01(b) of this Agreement, as such agreement may be amended from time to time with the approval of the Bank; and (b) "$A" means dollars in the currency of the Guarantor. 6 'I

7 '- ) International Bank (Ramu Hydroelecttic Project) Ch. No. 125 ARTICLE II The Loan Section The Bank agrees to lend to the Borrower, on the terms and conditions in the Loan Agreement set forth or referred to, an amount in various currencies equivalent to twenty-three million two hundred thousand dollars ($23,200,000). Section The amount of the Loan may be withdrawn from the Loan Account in accordance with the provisions of Schedule 1 to this Agreement, as such Schedule shall be amended from time to time. for expenditures made (or, if the Bank shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Project and to be financed under the ; provided, however, that, except as the Bank shall otherwise agree, no withdrawal shall be made on account of expenditures in the territories of any country which is not a member of the Bank (other than Switzerland) or for goods produced in, or services supplied from, such territories. Section Except as the Bank shall otherwise agree, the goods and services required for the Project and to be financed out of the proceeds of the Loan shall be procured pursuant to the provisions set forth or referred to in Section 2.04 of the Project Agreement. Section The Closing Date shall be September 30, 1976 or such other date as shall be agreed between the Bank and the Borrower. Section The Borrower shall pay to the Bank a commitment charge at the rate of three~fourths of one per cent (-I of 1 %) per annum on the principal amount of the Loan not withdrawn from time to time. Section The Borrower shall pay interest at the rate of seven and one fourth per cent (7-1%) per annwn on the principal amount of the Loan withdrawn and outstanding from time to time. Section Interest and other charges shall be payable semi-annually on April 15 and October 15 in each year. Section The Borrower shall repay the principal of the Loan in accordance with the amortization schedule set forth in Schedule 3 to this Ag'reement. Section If and as the Bank shall from time to time request, the Borrower shall execute and deliver Bonds representing the principal amount of the Loan as provided in Article VIII of the General Conditions. Section The Treasurer of the Borrower and such other person or persons as he shall appoint in writing are designated as authorized representatives of the Borrower for the purposes of Section 8.10 of the General Conditions. ARTICLE III Execution of the Project Section (a) The Borrower shall cause ELCOM to carry out the Project with due diligence and efficiency and in conformity with sound administrative, financial, engineering and public utility practices, and shall provide to ELCOM, promptly as needed, any additional funds, facilities, services and other resources required by ELCOM for the purpose. (b) The Borrower shall relend the proceeds of the Loan to ELCOM under a subsidiary loan agreement to be entered into between the Borrower and ELCOM, under terms and conditions which shall have been approved by the Bank. (c) The Borrower shall exercise its rights under the Subsidiary in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan, and except as the Bank shall otherwise agree, the Borrower shall not assign, not amend, abrogate or waive the Subsidiary or any provision thereof. Section Without limitation or restriction upon any of its other obligations under the Loan Agreement, the Borrowet shall cause ELCOM to perform punctually all of ELCOM's obligations as set forth in the Project Agreement. 7

8 Ch. No. 125 International Bank (Ramu Hydroelectric Project) ARTICLE IV Other Covenants Section (a) It is the mutual intention of the Borrower and the Bank that no other external debt shall enjoy any priority over the Loan or the Bonds by way of a lien on the assets of the Borrower. (b) To that end the Borrower (i) represents that at the date of this Agreement no lien exists on any assets of the Borrower as security for any external debt except as otherwise disclosed in writing by the Borrower to the Bank, and (ii) undertakes that if any such lien shall be created, it will ipso facio equally and ratably secure the payment of the principal of, and interest and other charges on, the Loan and the Bonds and in the creation of any such lien express provision will be made to that effect. The Borrower shah promptly inform the Bank of the creation of any such lien. (c) The foregoing representation and undertaking shall not apply to: (i) any lien created on property, at the time of purchase thereof, solely as security for payment, of the purchase price of such property; and (ll) any lien arising in the ordinary course of banking transactions and securing a debt maturing not more than one year after its dace. (d) As used in this Section, the term "assets of the Borrower" means assets of the Borrower or of any of its political subdivisions or of any agency of the Borrower or of any such political subdivision, including any- institution performing the functions of a central bank for the Borrower. Section The Borrower shall make funds available to BLeOM: (a) in an amount of not less than $A90,OOO in each fiscal year beginning July I, 1971 and up to and including the year beginning July 1, 1977, to assist ELCOM in continuing to operate a training centre; (b) in such amounts as shall be sufficient to cover the losses of any power systems transferred by the Borrower to BLCOM after the date of this Agreement, in accordance with formulae to be agreed at the time of each such transfer. Section The Borrower shall: (a) arrange with BLCOM to convert, not later than July I, 1971, the long. term debt in the amount of $AS,764,822 incurred as a result of the prior transfer of assets from the Borrower to ELCOM and owed by the latter to the Borrower, into a suitable form of equity in ELCOM to be held by the Borrower; (b) on transferring to ELCOM after the date of this Agreement any assets, accept in payment therefor a suitable form of equity in BLCOM corresponding to the agreed value of such assets at the time of such transfer. ARTICLE V Consultation, Information and Inspection Section The Borrower and the Bank shall cooperate fully to assure that the purposes of the Loan will be accomplished. To that end, the Borrower and the Bank shall from time to time, at the request of either party: (a) exchange views through their representatives with regard to the performance of their respective obligations under the, the performan..:e by the Borrower and ELCOM of their respective obligations under the Subsidiary, the performance by BLCOM of its obligations under the Project Agreement, the administration, operations and financial conditions of BLeOM and, in respect of the Project, of the departments or agencies of the Borrower responsible for the carrying out of the Project or any part thereof, and other matters relating to the purposes of the Loan; and (b) furnish to the other all such information as it shall reasonably request with regard to the general status of the Loan. On the part of the Borrower, such information shall include information with respect to financial and economic conditions in the territories of the Borrower, including its balance of payments, and the external debt of the Borrower, of any of its political subdivisions and of any agency of the Borrower or of any such political subdivision. Section (a) The Borrower shall furnish or cause to be furnished to the Bank all such information as the Bank shall reasonably request concerning the operations and financial condition of 8

9 International Bank (Ramu Hydroelectric Project) Ch. No. 125 ELeOM and, in respect of the Pro jeee, of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof. (b) The Borrower and the Bank shall promptly inform each other of any condition which interferes with, or threatens [0 interfere with, the accomplishment of the purposes of the Loan, the maintenance of the service thereof, or the performance by either of them of its obligations under the loan Agreement, or the performance by the Borrower or ELeOM of its obligations under the Subsidiary or the performance by BLeOM of its obligations under the Project Agreement. Section The Borrower shall afford all reasonable opportunity for accredited representatives of the Bank to inspect all plants, installations, sites, works, buildings, property and equipment of BleOM and any relevant records and documents and to visit any part of the territories of the Borrower for purposes related to the Loan. ARTICLE VI Taxes and Restrictions Section The principal of, and interest and other charges on, the Loan and the Bonds shall be paid without deduction for, and free from, any taxes imposed under the laws of the Borrower or laws in effect in its territories; provided, however, that the foregoing shall not apply to taxation of payments under any Bond to a holder thereof other than the Bank when such Bond is beneficially owned by an individual or corporate resident of the Borrower or the Guarantor. Section The, any instrument made pursuant to Section 4.01 of this Agreement, the Project Agreement, the Subsidiary and the Bonds shall be free from any taxes on or in connection with the execution, issue, delivery or registration thereof imposed under the laws of the Borrower or laws in effect in its territories and the Borrower shall pay all such taxes, if any, imposed under the laws of any other country or countries. Section The payment of the principal of, and interest and other charges on, the Loan and the Bonds shall be free from all restrictions, regulations, controls and moratoria of any nature imposed under the laws of the Borrower or laws in effect in its territories. ARTICLE VII Remedies of the Bank Section If any event specified in Section 7.01 of the General Conditions shall occur and shall continue for the period, if any, therein set forth, then at any subsequent time during the continuance thereof, the Bank, at its option, may by notice to the Borrower and the Guarantor declare the principal of the Loan and of all the Bonds then outstanding to be due and payable immediately together with the interest and other charges thereon and upon any such declaration such principal, interest and charges shall become due and payable immediately, anything to the contrary in the Loan Agreement or in the Bonds notwithstanding. ARTICLE VIII Effective Date; Termination ) Section B.01. The and the Guarantee Agreement shall not become effective until evidence satisfactory to the Bank shall have been furnished to the Bank: (a) that the execution and delivery of the on,behalf of the Borrower have been duly authorized or ratified by all necessary governmental action, including action of the Guarantor; (b) that the execution and delivery of the Guarantee Agreement on behalf of the guarantor have been duly authorized or ratified by all necessary governmental action; (c) that the execution and delivery of the Project Agreement on behalf of ELCOM have been duly authorized or ratified by all necessary corporate and governmental action; (d) that the Subsidiary in form and substance satisfactory to the Bank has been duly executed and authorized by all necessary governmental and corporate action and is in full force and effect, subject only to the effectiveness of the ; 9

10 Ch. No. 125 International Bank (Ramu Hydroelecrric Project) (e) if the Bank shall so request, that the condition of BLeOM, as represented or warranted to the Bank as of the date of the, has undergone no material adverse change between such date and the date agreed upon between the Borrower and the Bank for the purposes of this Section; and (/) that ELeOM has been provided with all rights to use land and water necessary for its operations. Section The following are specified as additional matters, within the meaning of Section 11.02(c) of the General Conditions, to be included in the opinion or opinions to be furnished to the Bank: (a) that the Project Agreement has been duly authorized or ratified by, and executed and delivered on behalf of, ELeOM and constitutes a valid and binding obligation of ELCOM in accordance with its terms; and (b) that the Subsidiary has been duly executed and authorized by all necessary governmental and corporate action, constitutes valid and binding obligations of the parties thereto in accordance with its terms and is in full force and effect, subject only to the effectiveness of the. Section The date of August 2, 1971 is hereby specified for the purposes of Section of the General Conditions. ARTICLE IX Addresses Section The Treasurer of the Borrower is designated as representative of the Borrower for the purposes of Section of the General Conditions. Section The following addresses are specified for the purposes of Section of the General Conditions: For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C United States of America Cable address: Intbafrad Washington, D.C. For the Borrower: His Honour The Administrator of the Territory of Papua and New Guinea Port Moresby Papua and New Guinea Cable address: Admin Port Moresby IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agreement to be signed in their respective names and to be delivered in the District of Colwnbia, United States of America, as of the day and year first above written. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By J. Burke Knapp, Vice-President ADMINISTRATION OF THE TERRITORY OF PAPUA AND NEW GUINEA By E. M. W. Visbord, Authorized Representative 10

11 ) International Bank (Ramu Hydroelectric Project) Ch. No. 125 SCHEDULE 1 Withdrawal of the Proceeds of the Loan 1, The table below sets forth the categories of imported items to be financed out of the proceeds of the Loan and the allocation of amounts of the Loan to each category: Category Amount of the Loan Allocated (expressed in Dollar Equivalent) I. Civil works, including preliminary works.... II. Electrical and mechanical equipment for and erection of Upper Ramu No.1 Power Station and outdoor step-up transformer substation... "... ' HI. Equipment for and erection of transmission lines and step-down transformer substations.... IV. Consultants' services.... V. Unallocated.... TOTAL 8,400,000 4,100,000 7,700,000 1,200,000 1,800,000 23,200,000 of: 2. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect (a) expenditures for goods produced in, or services supplied from, the territories of the Borrower; '( b) expenditures prior to the date of this As,reement; and (c) payments for taxes imposed under the laws of the Borrower, or laws in ehect in its territories on goods or services, or on the importation, manufacture, procurement or supply thereof. 3. Notwithstanding the allocation of an amount of the Loan set forth in the second column of the table in paragraph 1 ahove: (a) if the estimate of the expenditures under any Category shall decrease, the amount of the Loan then allocated to such Category and no longer required therefor will be reallocated by the Bank by increasing correspondingly the unallocated amount of the Loan; and (b) if the estimate of the expenditures under any Category shall increase, a corresponding amount will be allocated by the Bank, at the request of the Borrower, to such Category from the unallocated amount of the Loan, subject, however, to the requirements for contingencies, as determined by the Bank, in respect of any other expenditures. SCHEDULE 2 Description of the Project The Project consists of: 1. the construction and installation of: a 75MW underground power station on the Ramu River, with an initial installed capacity of 3 times 15MW, and including a step-up transformer substation; approximately 90 miles of 132kV and 230 miles of 66kV transmission lines; and four step-down transformer substations at Lae, Madang, Goroka and Mount Hagen; and 2. the enlargement of transformer capacity at the Kundiawa and Kainantu transformer substations, The Project is expected to be completed by December 31,

12 Ch. No. 125 International Bank (Ramu Hydroelecttic Project) SCHEDULE 3 Amortization Schedule Date Payment Due Payment of Principal (expressed in doiiars)>li< October 15, April 15, October 15, April 15, October 15, April 15, October 15, April 15, October 15, April 15, October 15, April 15, October 15, April 15, October 15, April 15, October 15, April 15, October 15, April 15, October 15, April 15, October 15, , April 15, October 15, April 15, October 15, April 15, October 15, April 15, October 15, April 15, October 15, April 15, October 15, April 15, October 15, April 15, October 15, April 15, , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , ,000 1,030,000 1,070,000 $ITo the extent that any portion of the Loan is repayable in a currency other than dollars (see General Conditions, Section 4.02), the figures in this column represent dollar equivalents determined as for purposes of withdrawal. 12

13 ) International Bank (Ramu Hydroelectric Project) Ch. No. 125 Premiums on Prepayment and Redemption The following percentages are specified as the premiums payable on repayment in advance of maturity of any portion of the principal amount of the Loan pursuant to Section 3.05(b) of the General Conditions or on the redemption of any Bond prior to its maturity pursuant to Section 8.15 of the General Conditions: Time of Prepayment or Redemption Premium Not more than three years before maturity..."..,'''"..."... t% More than three years but not more than six years before maturity % Mote than six years but not more than eleven years before maturity... 3% More than eleven years but not more than sixteen years before maturity... "."... 4t% More than sixteen years but not more than twenty- one years before maturity "... 51% More than twenty-one years but not more than twenty-three years before maturity... 61% More than twenty- three years before maturity % SCHEDULE 4 Modifications of General Conditions For the purpose of this A,greemem, the provisions of the General Conditions are modified as follows: ) A. Paragraph 13 of Section 2.01 is deleted and the following paragraph is substituted therefor: "13. The term external debt means any debt payable in any medium other than the currency of the Guarantor or the Borrower. whether such debt is or may become payable absolutely or at the option of the creditor in such other medium; provided, however, that if the Guarantor and the Borrower shall cease to have a currency common to them, a debt incurred by one of them in the currency of the other shall be deemed to be the external debt of the former." B. The followillj! paragraphs 20, 21 and 2,2 are added to Section 2.01: "20. The term "ELeOM" means the Papua and New Guinea Electricity Commission. 21. The term "Project A,greement" means the first agreement referred to in recital (C) to the. 22. The term "Subsidiary Loan A,greement" means the agreement defined in Section 1.02(a) of the." C. The last sentence of Section 4.01 is deleted and the following sentence is substituted therefor: "Withdrawals from the Loan Account shall be made either in the respective currencies in which the cost of goods and services has been paid or is payable or in dollars, as the Bank may from time to time elect, except that where withdrawals may be made in respect of expenditures in the currency of the Guarantor or of the Borrower, such withdrawals shall be made in such currency or currencies as the Bank shall from time to time reasonably select.". D. Section 5.01 is deleted. E. Paragraph (e) of Section 6.02 is deleted and the following paragraph is substituted therefor: "( e) The Guarantor: (i) shall have been suspended from membership in or ceased to be a member of the Bank, or (ii) shall have ceased to be a member of the International Monetary Fund or shall have become, or shall have been declared, ineligible to use the resources of said Fund." F. Paragraph (g) of Section 6.02 is deleted and the following paragraph is substituted therefor: "(g) Prior to the Effective Date, any material adverse change in the condition of ELeOM, as represented by the Borrower and ELeOM, shall have occurred." 13

14 ~,, Ch. No. 125 International Bank (Ramu Hydroelectric ProjeCt) G. Paragraph (i) and (j) of Section 6.02 are deleted and the following new paragraphs (i), (j), (k), (b and (m) are added to the Section: "( i) There shall occur any such change in the nature and constitution of the Borrower as shall make it improbable that the Borrower will be able to carry out its obligations under the, the Subsidiary or the Bonds. (j) The Borrower or ELeOM shall have failed to perform any covenant, agreement or obligation under the Subsidiary loan Agreement. (k) BLeOM shall have failed to perform any covenant, agreement or obligation of ELeOM under the Pro jeer Agreement. (I) An extraordinary situation shall have arisen which shall make it improbable that ELeOM will be able to perform its obhgations under the Project Agreement. (m) The Borrower or the Guarantor shall have taken any action for the dissolution or disestablishment of ELCOM or for the suspension of its operations, or shall have enacted legislation materially and adversely affecting the establishment, powers, organization, responsi bilities or financial structure of ELCOM," H. Parasraphs (e), (f) and (g) of Section 7.01 are deleted and the following new paragraph (e) is added to the Section: "(e) Any event specified in paragraph (m) of Section 6,02 shall have occurred." I. Section 9.02 is deleted and the following Section is substituted therefor: "Section 9,02, Obligations 0/ the Guarantor. The obligations of the Guarantor under the Guarantee Agreement shall not be discharged except by performance and then only to the extent of such performance. Such obhgations shall not be subject to any prior notice to, demand upon or action against the Borrower or ELCOM or to any prior notice to or demand upon the Guarantor with regard to any default by the Borrower or ELCOM, and shall not be impaired by any of the following: any extension of time, forbearance or concession given to the Borrower or ELCOM; any assertion of, or failure to assert, or delay in asserting, any right, power or remedy against the Borrower or ELCOM or in respect of any security for the Loan; any modification or amplification of the provisions of the or the Project Agreement contemplated by the terms thereof; any failure of the Borrower or ELCOM to comply with any requirement of any law, regujation or order of the Guarantor or of any political subdivision or agency of the Guarantor," J. The last sentence of paragraph (k) of Section 9.04 is deleted and the following sentence is substituted therefor: "Notwithstanding the foregoing, this Section shall not authorize any entry of judgment or enforcement of the award against the Borrower or the Guarantor (as the case may be) except as such procedure may be available against the Borrower or the Guarantor (as the case may be) otherwise than by reason of the provisions of this Section." K. The first and second sentences of Section 10,03 are deleted and the following sentences are substituted therefor "Any action required or permitted to be taken, and any documents required or permitted to be executed, under the, or the Guarantee Agreement, on behalf of the Borrower or the Guarantor may be taken or executed by the representative of the Borrower or the Guarantor designated in the or the Guarantee Agreement for the purposes of this Section or any person thereunto authorized in writing by him. Any modification or amplification of the provisions of the or the Guarantee Agreement, may be agreed to on behalf of the Borrower or the Guarantor by written instrument executed on behalf of the Borrower or the Guarantor by the representative so designated or any person thereunto authorized in writing by him; provided that, in the opinion of such representative, such modification or amplification is reasonable in the circumstances and will not substantially increase the obligations of the Borrower under the or of the Guarantor under the Guarantee Agreement." 1. Section is deleted and the following Section is substituted therefor: "Section Conditions Precedent to Effectiveness 0/ and Guarantee Agreement. The and the Guarantee Agreement shall not become effective until the conditions specified in Section 8,01 of the shall have been fulfilled," 14

15 ) International Bank (Ramu Hydroelectric Project) Ch. No. 125 M. The eighth paragraph of the Form of Registered Bond without Coupons payable in Dollars set forth in Schedule 1 is deleted and the following paragraph is substituted therefor: "The principal of the Bonds, the, interest accruing thereon and the premium, if any, on the redemption thereof shall be paid without deduction for and free from any taxes, imposts, levies or duties of any namre or any restrictions now or at any time hereafter imposed under the laws of the (name of Guarantor), or of (the Borrower) or laws in effect in their territories; provided, however, that the provisions of this paragraph shall not apply to taxation imposed (a) under the laws of (name of Guarantor) or laws in effect in its territories on or in connection with payments under any Bond to a holder thereof other than the Bank when such Bond is beneficially owned by an individual or corporate resident of (name of Guarantor) or of its territories or (b) under the laws of (the Borrower) or laws in effect in its territories on or in connection with payments under any Bond to a holder thereof other than the Bank when such Bond is beneficially owned by an individual or corporate resident of (the Borrower) or (the Guarantor)." PART II. GENERAL CONDITIONS APPLICABLE TO LOAN AND GUARANTEE AGREEMENTS Dated January 31, 1969 ARTICLE I Application to Loan and Guarantee Agreements Section Application 0/ General Conditions, These General Conditions sec forth certain terms and conditions generally applicable to loans made by the Bank and shall apply to any loan agreement providing for any such loan and to any guarantee agreement with a member of the Bank providing for the guaramee of any such loan to such extent and subject to such modifications as shall be provided in such agreements; provided, however, that in the case of a loan agreement between the Bank and a member of the Bank references in these General Conditions to the "Guarantor" and the "Guarantee Agreement" shall be disregarded. Section Inconsistency with Loan and Guarantee Agreements. If any provision of a loan agreement or guarantee agreemenc is inconsistent with a provision of these General Conditions, the provision of the loan agreement or guarantee agreement, as the case may be, shall govern. ARTICLE II Definitions; Headings Section Definitions. The following terms have the following meanings wherever used in these General Conditions or any Schedule hereto: 1. The term Bank means International Bank for Reconstruction and Development. 2. The term Association means International Development Association. 3. The term means the particular loan agreement to which these General Conditions shall have been made applicable, as such agreement may be amended from time to time; and such term includes these General Conditions as thus made applicable, all agreements supplemental to the and all schedules to the Loan Agreement. 4. The term Loan means the loan provided for in the. S. The term Guarantee Agreement means the agreement between a member of the Bank and the Bank providing for the guarantee of the Loan, as such agreement may be amended from time to time; and such term includes these General Conditions as thus made applicable, all agreements supplemental to the Guarantee Agreement and all schedules to the Guarantee Agreement. 6. The term Borrower means the party to the to which the Loan is made. 7. The term Guarantor means the member of the Bank which is a party to the Guarantee Agreement. 15

16 Ch. No. 125 International Bank (Ramu HydroelectticProject) 8. The term currency of a country means 'such coin or currency as at the time referred to is legal tender for the payment of public and private debts in that country. 9. The term dollars and the sign $ mean dollars in currency of-the United States of America. 10. The term Bonds means bonds executed and delivered by the Borrower pursuant to THE ; and such term includes any such bonds issued 'in-exchange for, or on transfer of, Bonds as herein defined. 11. The term Loan Account means the account on the books of the Bank to which the amount of the Loan is to be credited as provided in Section The term Project means the project or projects or program or programs for which THE Loan is granted, as described in the and as the description thereof shall be amended from time to time by agreement between the Bank and the Borrower. 13. The term external debt means any debt payable in any mediwn other than currency of the member of the Bank which is the Borrower or the Guarantor, whether such debt is or may become payable absolutely- or at the option of the creditor in such other mediwn. 14. The term Effective Date means the date on which the and the Guarantee Agreement shall come into force and effect as provided in Section The term lien includes'mortgages, pledges, charges, privileges and priorities of any kind. 16. The term assets includes revenues and property of any kind. 17. The term tax and taxes- include imposts, levies, fees and duties of any nature, whether in effect at the date of- the or Guarantee Agreement or thereafter imposed. 18. Wherever reference is made to the incurring of debt such reference includes the assumption and, guarantee of debt and any renewal, extension, or modification of the terms of the debt or of the assumption or guarantee thereof. 19. The'term Closing Date means the date specmed in the as of which THE Bank may by notice to the' Borrower terminate the right of the Borrower, to withdraw from the loan Account 'any amount theretofore unwithdrawn. Section References. References in these General Conditions to Articles or Sections are to Articles or Sections of these-general Conditions. Section Headings. The headings of the' Arddes- and Sections and the Table of. Contents are inserted for wnvenience of reference only, and are not a part of these General Conditions. ARTICLE III Loan Account; Interest arid Other' Charges; Repayment;- Place of Payment Section 3'.01. Loan Account. The amount of the Loan shall be credited to S'Loan Account which the Bank shall open on- its hooks,in the name of the Borrower. The,amount of the Loan may be withdrawn from the- Loan Account as provide'd- in the' and in these General Conditions. Section Commitment Charges. A commitment charge at the rate specified in the Loan Agreement shan- be payable on the unwithdrawn amount of the Loan. Such commitment charge shall accrue from a date 60 days after the date of the to the respective dates on which amounts shall be withdrawn by the Borrower from the Loan Account or shall be cancelled. An additional commitment charge at the rate of one half of- one per cent (t of 1 %) per annum shall be payable on the principal amount of any special commitment entered into by the' Bank pursuant to Section 5.02 and outstanding from time to time. Section Interest. Interest at the rate specified in the shall be payable on the amount of the Loan withdrawn from the Loan Account and outstanding from time to time. Interest shall accrue from the respective dates on which amounts shall be so withdrawn. Section Computation 01' Interest and Other Charges. Interest and all other charges shall be computed on the basis of a 360-day year of twelve 3D-day months. Section 3,05. Repayment. (a) The principal amount of the Loan withdrawn from the Loan Account shall be repayable in accordance with the amortization schedule to the'. 16

17 International Bank (Ramu Hydroelectric Project) Ch. No. 125 (b) The Borrower shall have the right, upon payment of all accrued interest and payment of the premiwn specified in said amortization schedule, and upon not less than 45 days' notice to the Bank, to repay in advance of maturity (i) all of the principal amount of the Loan at the time outstanding or (ii) all of the principal amount of anyone or more maturities, provided that on the date of such prepayment there shall not be outstanding any portion of the Loan maturing after the poction to be prepaid. However, if Bonds shall have been delivered pursuant to Article VIII in respect of any portion of the Loan to be prepaid, the terms and conditions of prepayment of that portion of the Loan shall be those set forth in Section 8.15 and in such Bonds. (c) It is the policy of the Bank to encourage the repayment prior to maturity of portions of its loans retained by the Bank for its own account. Accordingly, the Bank will sympathetically consider, in the light of all circumstances then existing, any request of the Borrower that the Bank waive the payment of any premium parable under paragraph (b) of this Section or under Section 8.15 on prepayment of any portions a the Loan or Bonds which the Bank has not sold or agreed to sell. Section Place of Payment. The principal (including premium, if any) of, and interest and other charges on, the Loan shall be paid at such places as the Bank shall reasonably request. The principal of the Bonds, the interest accruing thereon and the premium, if any, on the redemption thereof shall be paid at the places specified in the Bonds, except that payments under any Bonds held by the Bank shall be made at such places as the Bank shall reasonably request. ARTICLE IV Currency Provisions Section Currencies in which Withdrawals are to be Made. Except as the Borrower and the Bank shall otherwise agree, the cost of goods and services financed out of the proceeds of the Loan shall be paid in the respective currencies of the countries from which such goods and services are acquired. Withdrawals from the Loan Account shall be made either in the respective currencies in which the cost of goods and services has been paid or is payable or in dollars, as the Bank may from time to time elect; except that where withdrawals may be made in respect of expenditures in the currency of the member of the Bank which is the Borrower or the Guarantor, such withdrawals shall be made in such currency or currencies as the Bank shall from time to time reasonably select. Section Currency in which Principal and Premium are Payable; Maturities. (a) The principal of the Loan shall be repayable in the several currencies withdrawn from the Loan Account and the amount repayable in each currency shall be the amount withdrawn in that currency, provided that, if withdrawal shall be made in any currency which the Bank shall have purchased with another currency for the purpose of such withdrawal, the portion of the Loan so withdrawn shall be repayable in such other currency and the amount so repayable shall be the amount paid by the Bank on such purchase. (b) Any premium payable under Section 3.05 on prepayment of any portion of the Loan, or under Section 8.15 on redemption of any Bond, shall be payable in the currency in which the principal of such portion of the Loan, or of such Bond, is repayable. (c) The portion of the Loan to be repaid in any particular currency shall be repayable in such instalments as the Bank shall from time to time specify, provided that the amount of the Loan to be repaid on each maturity date shall remain as set forth in the amortization schedule to the Loan Agreement. (d) For the purposes of facilitating the sale of portions of any loan (including the Loan) made by the Bank to the Borrower or of honds representing any such loan, the Bank, with the approval of the Guarantor may from time co time, in connection with any such sale and notwithstanding the provisions of paragraph (a) of this Section, or of similar provisions in or applicable to any other loan agreement between the Borrower and the Bank: (i) agree with the Borrower that any such portion of any loan (including the Loan) made by the Bank to the Borrower, repayable in one currency may be made repayable in one or more other currencies, and from the date specified in such agreement such portion of the Loan or of such other loan shall be repayable in such other currency or currencies; and (ii) by notice CO the Borrower interchange equivalent portions of any loan (including the Loan) outstanding between the Borrower and the Bank and any other such loan or loans repayable in different currencies under the provisions of paragraph (a) of this Section or of similar provisions in or applicable to the loan agreements under which the loans in 17

18 -~ ) Ch. No. 125 International Bank (Ramu Hydroelectric Project) question were made, provided that after such interchange the aggregate amount [0 be repaid in any currency in respect of the loans in question, and the amounts of the maturities set forth in the respective amortization schedules applicable to the repafment of such loans, shah not be varied. Section Currency in which Interest is payable, Interest on any portion of the Loan shall be payable in the currency in which the principal of such portion of the Loan is repayable. Section Cumncy in which Commitment Charge is Payable. The commitment charge and the charge for any special commitment pursuant to Secdon 5.02 shall be payable in dollars. Section Purchase of Cumncies. The Bank wi)!, at the request of the Borrower and on such terms and conditions as the Bank shah determine, purchase any currency needed by the Borrower for payment of principal, interest and other charges required under the upon payment by the Borrower of sufficient funds therefor in a currency or currencies to be specified by the Bank froni time to time. In purchasing the currencies required the Bank shall be acting as agent of the Borrower and the Borrower shall be deemed to have made any payment required under the only when and to the extent that the Bank has received such payment in the currency or currencies required. Section Valuation 0/ Currencies. Whenever it shall be necessary for the purposes of the Loan Agreement to determine the value of one currency in terms of another, such value shall be as reasonably determined by the Bank. Section Exchange Restrictions. Any payment required under the and the Guarantee Agreement to be made to the Bank in the currency of any country shall be made in such manner, and in currency acquired in such manner, as shall be permitted under the laws of such country for the purpose of making such payment and effecting the deposit of such currency to the account of the Bank with a depository of the Bank in such country. ARTICLE V Withdrawal of Proceeds of Loans Section Withdrawal/rom the Loan Account. The Borrower shall be entitled to withdraw from the Loan Account amounts expended or, if the Bank shall so agree, amounts to be expended for me Pro ject in accordance with the provisions of the and of these General Conditions. Except as shall be otherwise agreed between the Bank and the Borrower, no withdrawals shall be made on account of (a) expenditures prior to the date of the or (b) expenditures in the currency of the member of the Bank which is the Borrower or the Guarantor, or for goods produced in, or services supplied from, the territories of such member, or (c) expenditures in the territories of any country which is not a member of the Bank (other than Switzerland) or for goods produced in, or services supplied from, such terrirories. Section SPecial Commitment by the Bank. Upon the Borrower's request and upon such terms and conditions as shall be agreed upon between the Bank and the Borrower, the Bank may enter into special commitments in writing ro pay amounts to the Borrower or others in respect of the cost of goods and services to be financed under the notwithstanding any subsequent suspension or cancellation. Section 5.Q3. Applications for Withdrawal or for Special Commitment. When the Borrower shall desire to withdraw any amount from the Loan Account or to request the Bank to enter into a special commitment pursuant to Section 5.02, the Borrower shall deliver ro the Bank a written application in such form, and containing such statements and agreements, as the Bank shah reasonably request. Applications for withdrawal, with the necessary documentation as hereinafter in this Article provided, shah be made promptly in relation to expenditures for the Project. Section Evid",ce of Authority to Sign Applications for Withdrawal. The Borrower shall furnish to the Bank evidence of the authority of the person or persons authorized to sign applications for withdrawal and the authenticated specimen signature of any such person. Section Supporting Evidence. The Borrower shall furnish to the Bank such documents and other evidence in support of the application as the Bank shall reasonably request, whether before or after the Bank shall have permitted any withdrawal requested in the application. Se'crion Sufficiency 0/ Applications and Documents. Each application and the accompanying documents and other evidence must be sufficient in form and substance to satisfy the Bank that the 18

19 International Bank (Ramu Hydroelectric Project) Ch. No. 125 Borrower is entitled to withdraw from the Loan Account the amount applied for and that the amount to be withdrawn from the Loan Account is to be used only for the purposes specified in the Loan Agreement. Section Payment by the Bank. Payment by the Bank of amounts which the Borrower is entitled to withdraw from the Loan Account shah be made to or on the order of the Borrower. ARTICLE VI Cancellation and Suspension Section Cancellation by the Bo"ower. The Borrower may by notice to the Bank cancel any amount of the Loan which the Borrower shall not have withdrawn prior to the giving of such notice, except that the Borrower may not so cancel any amount of the Loan in respect of which the Bank shall have entered into a special commitment pursuant to Section Section Suspension by the Bank. 1 any of the following events shall have occurred and be continuing, the Bank may by notice to the Borrower and the Guarantor suspend in whole or in part the right of the Borrower to make withdrawals from the Loan Account: (a) The Borrower or the Guarantor shall have failed to make payment (notwithstanding the fact that such payment may have been made by a third party) of principal, interest, service charges or any other payment required under: (i) the, the Guarantee Agreement or the Bonds, or (ll) any other loan or guarantee agreement with the Bank or any bond or similar insttwnent delivered pursuant to any such agreement, or (ill) any development credjt agreement with the Association. (b) The Borrower or the Guarantor shall have failed to perform any other obligation under the, the Guarantee Agreement or the Bonds. (c) The Bank or the Association shall have suspended in whole or in part the right of the Borrower or the Guarantor to make withdrawals under any loan agreement with the Bank or any development credit agreement with the Association because of a failure by the Borrower or the Guarantor to perform any of its obligations under such agreement (d) An extraordinary situation shall have arisen which shall make it improbable that the Project can be carried out or that the Borrower or the Guarantor will be able to perform its obligations under the or the Guarantee Agreement or the Bonds. (e) The member of the Bank which is the Borrower or the Guarantor: (i) shall have been suspended from membership in or ceased to be a member of the Bank, or (li) shall have ceased to be a member of the International Monetary Fund or shall have become, or shall have been declared ineligible to use the resources of said Fund. (j) After the date of the and prior to the Effective Date any event shall have occurred which would have entitled the Bank to suspend the Borrower's right to make withdrawals from the Loan Account if the and the Guarantee Agreement had been effective on the date such event occurred. (g) Prior to the Effective Date, any material adverse change in the 'condition of the Borrower, as represented by the Borrower, shall have occurred. (h) A representation made by the Borrower or the Guarantor, in or pursuant to the Loan Agreement or the Guarantee Agreement or any statement furnished in connection therewith and intended to be relied upon by the Bank in making the Loan, shall have been incorrect in any material respect. (i) Any event specified in paragraphs (e) or (j) of Section 7.01 or in the for the purposes of Section 7.01 shall have occurred. (j) Any ocher event specified in the for the purposes of this Section shall have occurred. The right of the Borrower to make withdrawals from the Loan Account shall continue to be suspended in whole or in part, as the case may be, until the event or events which gave rise to such suspension shall have ceased to exisc or until the Bank shall have notified the Borrower that the right to make withdrawals has been restored, whichever is the earlier; provided, however, that in the case of any such notice of restoration, the right to make withdrawals shall be restored only to the extent and 19