Loan (International Bank for Reconstruction and Development) Act 1952 (Cth)
LOAN (INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT).
An Act to Authorize the Raising of a Loan from the International Bank for Reconstruction and Development and for purposes connected therewith.
[Assented to 1st November, 1952.]
BE it enacted by the Queen’s Most Excellent Majesty, the Senate, and the House of Representatives of the Commonwealth of Australia, as follows:—
(2.) A copy of the Loan Regulations No. 3 of the International Bank for Reconstruction and Development referred to in section 1.01 of the Loan Agreement is set out in the Second Schedule to this Act.
(2.) Amounts equivalent to the amounts credited to the Commonwealth in Australia with the Commonwealth Bank of Australia shall be issued and applied for the purposes of payment into the National Debt Sinking Fund.
THE SCHEDULES.
—
Section 4 (1.). FIRST SCHEDULE.
Loan Agreement
Agreement, dated July 8, 1952, between the Commonwealth of Australia (hereinafter called the Borrower) and International Bank for Reconstruction and Development (hereinafter called the Bank).
Whereas the Bank has indicated its willingness in principle to assist in the financing of the development of the economy of the Borrower over a five-year period to an extent to be determined from time to time by agreement between the Borrower and the Bank in the light of all relevant considerations;
First Schedule—
And whereas on August 22, 1950, the Bank granted a loan to the Borrower in the amount of one hundred million dollars ($100,000,000) or the equivalent in currencies other than dollars to assist in the financing of such development;
And whereas two years of the five-year period have elapsed and it has been determined that the Bank shall at this time grant a further loan to the Borrower for a similar purpose;
Now, therefore, it is hereby agreed as follows:
Article I
Section 1.01. The parties to this Agreement accept all the provisions of Loan Regulations No. 3 of the Bank, dated December 6, 1950, subject, however, to the modifications thereof set forth in Schedule 3 to this Agreement (said Loan Regulations No. 3 as so modified being hereinafter called the Loan Regulations), with the same force and effect as if they were fully set forth herein.
Article II
Section 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions hereinafter in this Agreement set forth or referred to, the sum of fifty million dollars ($50,000,000), or the equivalent thereof in currencies other than dollars.
Section 2.02. The Bank shall open a Loan Account on its books in the name of the Borrower and shall credit to such Loan Account the amount of the Loan. The amount of the Loan may be withdrawn from the Loan Account as provided in, and subject to the rights of cancellation and suspension set forth in, the Loan Regulations.
Section 2.03. The Borrower shall pay to the Bank a commitment charge at the rate of three-fourths of one per cent (¾ of 1%) per annum on the principal amount of the Loan not so withdrawn from time to time.
Section 2.04. The Borrower shall pay interest at the rate of four and three-fourths per cent (4¾%) per annum on the principal amount of the Loan so withdrawn and outstanding from time to time.
Section 2.05. Except as the Borrower and the Bank shall otherwise agree, the charge payable for special commitments entered into by the Bank at the request of the Borrower pursuant to Section 4.02 of the Loan Regulations shall be at the rate of one-half of one per cent (½ of 1%) per annum on the principal amount of such special commitment outstanding.
Section 2.06. Interest and other charges shall be payable semi-annually on June 1 and December 1 in each year.
Section 2.07. The Borrower shall repay the principal of the Loan in accordance with the amortization schedule set forth in Schedule 1 to this Agreement.
Article III
Section 3.01. The Borrower shall cause the proceeds of the Loan to be applied exclusively to the cost of goods which will be required and used exclusively in the carrying out of the Programs as described in Schedule 2 to this Agreement. The specific goods to be purchased out of the proceeds of the Loan shall be determined by agreement between the Bank and the Borrower, and the list of such goods may be modified from time to time by agreement between them.
Section 3.02. The Borrower shall cause all goods purchased in whole or in part with the proceeds of the Loan to be used in the territories of the Borrower exclusively in the carrying out of the Programs.
Article IV
Section 4.01. The Borrower shall execute and deliver Bonds representing the principal amount of the Loan as provided in the Loan Regulations.
Section 4.02. The Treasurer of the Borrower and such person or persons as he shall appoint in writing are designated as authorized representatives of the Borrower for the purposes of Section 6.12 of the Loan Regulations.
First Schedule—
Article V
Section 5.01. (a) The Borrower shall, within the limits of its constitutional powers, cause the carrying out of the Programs to proceed with due diligence and efficiency and in conformity with sound engineering and financial practices.
(b) The Borrower shall arrange for the maintenance of records showing the use made of the goods and the progress of the Programs, including the cost thereof; shall make such arrangements as are necessary to enable the Bank’s representatives to examine the Programs, the goods, and any relevant records and documents; and shall furnish to the Bank all such information as the Bank shall reasonably request concerning the goods and the Programs.
(c) The Bank and the Borrower shall cooperate fully to assure that the purposes of the Loan shall be accomplished. To that end, each of them shall 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 and the international balance of payments position of the Borrower. The Borrower and the Bank shall from time to time exchange views through their representatives with regard to matters relating to the purposes of the Loan and the maintenance of the service thereof; and the Borrower shall promptly inform the Bank of any condition that shall interfere with, or threaten to interfere with, the accomplishment of the purposes of the Loan or the maintenance of the service thereof.
(d) The Borrower shall afford all reasonable opportunity for accredited representatives of the Bank to visit any part of the territories of the Borrower for purposes related to the Loan.
Section 5.02. It is the mutual intention of the Borrower and the Bank that no other external public debt shall enjoy any priority over the Loan by way of a lien on public assets. To that end the Borrower specifically undertakes that, except as the Bank shall otherwise agree, if any lien shall be created on any assets of the Borrower or any agency of the Borrower as security for any external debt, such lien shall equally and ratably secure the payment of the principal of and interest and other charges on the Loan and the Bonds, and that in the creation of any such lien express provision shall be made to that effect; and, within the limits of its constitutional powers, the Borrower will make the foregoing undertaking effective with respect to liens on assets of the States and Territories of the Borrower and their agencies (including local governing authorities). However, this Section shall not apply to:
(i) any lien created on any property at the time of purchase thereof solely as security for the payment of the purchase price of such property;
(ii) any lien on commercial goods to secure debt maturing not more than one year after its date and to be paid out of the proceeds of sale of such commercial goods; or
(iii) any lien created by the Commonwealth Bank of Australia on any of its assets in the ordinary course of its banking business to secure any indebtedness maturing not more than one year after its date.
Section 5.03. 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 by the Borrower or any taxing authority thereof or therein and free from all restrictions of the Borrower and its agencies and of the States and Territories of the Borrower and their agencies (including local governing authorities); provided, however, that the provisions of this paragraph shall not apply to the taxation of payments made under the provisions of any Bond when such Bond or the coupons appertaining thereto, as the case may be, are beneficially owned by any person residing in or ordinarily a resident of the Commonwealth of Australia. The Loan Agreement and the Bonds shall be free of any issue, stamp or other tax imposed by the Borrower or any taxing authority thereof or therein.
First Schedule—
Article VI
Section 6.01. If any event specified in paragraph (a) or (b) of Section 5.02 of the Loan Regulations shall occur and continue for a period of thirty days or if any event specified in paragraph (c) of Section 5.02 of the Loan Regulations shall occur and continue for a period of sixty days after notice thereof shall have been given by the Bank to the Borrower, then at any subsequent time during the continuance thereof, the Bank at its option, may declare the principal of the Loan and of all the Bonds then outstanding to be due and payable immediately, and upon any such declaration such principal shall become due and payable immediately, anything in this Agreement or in the Bonds to the contrary notwithstanding.
Article VII
Section 7.01. The Closing Date shall be March 31, 1954.
Section 7.02. The following addresses are specified for the purposes of Section 8.01 of the Loan Regulations:
For the Borrower:
The Treasurer of the Commonwealth of Australia, Canberra, Australia.
For the Bank:
International Bank for Reconstruction and Development, 1818 H Street.
N. W., Washington 25, District of Columbia, United States of America.
Section 7.03. The Treasurer of the Borrower in office at the time in question is designated for the purposes of Section 8.03 of the Loan Regulations.
Section 7.04. The date specified for the purposes of Section 9.04 of the Loan Regulations is September 30, 1952.
Section 7.05. In this Agreement any reference to the Treasurer of the Borrower shall include a reference to any Minister of State of the Borrower for the time being acting for or on behalf of the Treasurer of the Borrower.
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 delivered in the District of Columbia, United States of America, as of the day and year first above written.
Commonwealth of Australia,
By Percy C. Spender Authorized Representative
International Bank for Reconstruction and Development
By Eugene R. Black President
Schedule 1
Date Payment Due | Payment of Principal (Expressed in Dollars)* | Principal Amount Outstanding after Each Payment (Expressed in Dollars)* |
December 1, 1956 |
| $50,000,000.00 |
June 1, 1957 | 1,061.000.00 | 48,939,000.00 |
December 1, 1957 | 1,086,000.00 | 47,853,000.00 |
June 1, 1958 | 1,112,000.00 | 46,741,000.00 |
December 1, 1958 | 1,138,000.00 | 45,603,000.00 |
June 1, 1959 | 1,165,000.00 | 44,438,000.00 |
December 1, 1959 | 1,193,000.00 | 43,245,000.00 |
June 1, 1960 | 1,221,000.00 | 42,024.000.00 |
December 1, I960 | 1,250,000.00 | 40,774,000.00 |
June 1, 1961 | 1.280,000,00 | 39,494,000.00 |
* To the extent that any part of the Loan is repayable in a currency other than dollars (see Loan Regulations, Section 3.02) the figures in these columns represent dollar equivalents determined as for purposes of withdrawal.
First Schedule—
Schedule 1—
Date Payment Due | Payment of Principal (Expressed in Dollars)* | Principal Amount Outstanding after Each Payment (Expressed in Dollars)* |
December 1, 1961 | 1,310,000.00 | 38,184,000.00 |
June 1, 1962 | 1,342,000.00 | 36,842,000.00 |
December 1, 1962 | 1,373,000.00 | 35,469,000.00 |
June 1, 1963 | 1,406,000.00 | 34,063,000.00 |
December 1, 1963 | 1,440,000.00 | 32,623,000.00 |
June 1, 1964 | 1,474,000.00 | 31,149,000.00 |
December 1, 1964 | 1,509,000.00 | 29,640,000.00 |
June 1, 1965 | 1,544,000.00 | 28,096,000.00 |
December 1, 1965 | 1,581,000.00 | 26,515,000.00 |
June 1, 1966 | 1,619,000.00 | 24,896,000.00 |
December 1, 1966 | 1,657,000.00 | 23,239,000.00 |
June 1, 1967 | 1,697,000.00 | 21,542,000.00 |
December 1, 1967 | 1,737,000.00 | 19,805,000.00 |
June 1, 1968 | 1,778,000.00 | 18,027,000.00 |
December 1, 1968 | 1,820,000.00 | 16,207,000.00 |
June 1, 1969 | 1,863,000.00 | 14,344,000.00 |
December 1, 1969 | 1,908,000.00 | 12,436,000.00 |
June 1, 1970 | 1,953,000.00 | 10,483,000.00 |
December 1, 1970 | 1,999,000.00 | 8,484,000.00 |
June 1, 1971 | 2,047,000.00 | 6,437,000.00 |
December 1, 1971 | 2,096,000.00 | 4,341,000.00 |
June 1, 1972 | 2,145,000.00 | 2,196,000.00 |
December 1, 1972 | 2,196,000.00 | — |
* To the extent that any part of the Loan is repayable in a currency other than dollars (see Loan Regulations, Section 3.02) the figures in these columns represent dollar equivalents determined as for purposes of withdrawal.
The following percentages are specified as the premiums payable on repayment in advance of maturity of any part of the principal amount of the Loan pursuant to Section 2.05 (b) of the Loan Regulations or on the redemption of any Bond prior to its maturity pursuant to Section 6.16 of the Loan Regulations:
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Schedule 2
The Programs constitute a part of the development and expansion of productive facilities being undertaken in the territories of the Borrower. The Programs will be executed in part by the Borrower and its subordinate authorities, in part by the Governments of the States of the Commonwealth and their subordinate authorities, and in part by private enterprise.
The Programs are as follows:
Development of agriculture by increased mechanization and more intensified development of existing farms. Land development and closer settlement, and irrigation and water conservation works, the principal undertakings being as follows:
First Schedule—
Imported equipment to be financed out of the proceeds of the Loan includes wheeled-type tractors, crawler tractors, earth-moving equipment, ploughs, cultivation implements, harvesters, pickup hay balers, side delivery hay rakes and forage harvesters.
Expansion of the productive facilities owned or supervised by the Joint Coal Board estimated to increase open-cut production of hard coal to 5 million tons a year by 1954, by means, among other things, of the introduction of new earth moving and excavating equipment, and the construction of railway sidings, dumps and washing plants; development of three underground mines by the Joint Coal Board estimated to produce 10,000 tons a day and of four underground mines by the New South Wales Government to produce by 1958 an additional 13,000 tons a day; development of privately-owned underground mines supervised by the Joint Coal Board; erection by the New South Wales and Commonwealth Governments at the request of the Joint Coal Board of houses at coalfields for mineworkers.
Expansion by the State Electricity Commission of Victoria of plant and equipment for the extraction, briquetting and gasification of brown coal in the Latrobe Valley.
This expansion involves, at Yallourn, the expansion of open-cut workings to produce an additional 3 million tons annually to supply an enlarged power station and briquette factory, and the development of the towns of Yallourn and Newborough for workers on the brown coalfields; the development, at Morwell, of new open-cut workings to provide initially 7 million tons annually for a new briquette factory and gasification plant.
Imported equipment to be financed out of proceeds of the Loan includes earth-moving and excavating equipment for open-cut mines, coal transporting equipment for underground mines, coal cutting and loading equipment for underground mines and ancillary equipment for coal washing and gasification.
First Schedule—
Imported equipment to be financed out of proceeds of the Loan includes components for iron and steel furnaces and rolling mills, locomotives, cranes, instruments and other associated equipment, designs and electrical equipment.
Development and expansion of the electricity generating transmission and distribution facilities of the principal suppliers of electricity in the territories of the Borrower.
The principal power stations to be erected or extended, and the additional generating capacity to be installed in them, are shown below:
Imported equipment to be financed out of proceeds of the Loan includes plant, materials and equipment for power plants, substations and distribution systems, and tractors and earth moving equipment for hydro electric works.
Railway development and expansion, including the improvement of existing tracks, the construction of new tracks, the construction and equipment of workshops, stations and marshalling yards and extensions thereto, the construction and acquisition of rolling stock, and the erection of bulk handling facilities.
The Program will be carried out by or for the following railway systems: Commonwealth Government Railways, New South Wales Government Railways, Victorian Government Railways, Queensland Government Railways, South Australian Government Railways, Western Australian Government Railways, and Tasmanian Government Railways.
Imported equipment to be financed out of proceeds of the Loan includes diesel electric locomotives and other rolling stock and components therefor; machine tools for railway workshops, rail maintenance machines and other like equipment; and equipment for construction of new tracks.
First
Schedule—
Restoration and maintenance of existing roads and bridges; reconstruction of existing main and feeder roads; road deviation, realignment and widening; construction of new roads or extensions to meet urgent transport needs, including those of coal mines, power stations and food production areas.
Renewals of and additions to fleets of heavy road transport vehicles owned by public authorities and private enterprises, including the provision of components required for the manufacture of heavy road transport vehicles.
Imported equipment to be financed out of proceeds of the Loan includes industrial tractors, earth moving equipment, graders, spreaders, heavy road transport vehicles and components for the assembly of heavy road transport vehicles.
Imported equipment to be financed out of proceeds of the Loan includes tractors and earth moving equipment, mining equipment and machinery, and plant and equipment for concentrating, smelting and refining.
Development and expansion of the following industries: heavy chemicals including fertilizers; coal gas; petroleum refining; fabrication of non-ferrous metals; manufacture and assembly of crawler tractors and earth-moving equipment; food processing; engineering; paper and paper board and cement.
Schedule 3
For the purposes of this Agreement, Loan Regulations No. 3 of the Bank, dated December 6, 1950, shall be deemed to be modified as follows:
(a) The second sentence of Section 2.02 shall read as follows:
Such commitment charge shall accrue from the Effective Date or from September 30, 1952, whichever shall be the earlier, or from such other date as may be agreed upon between the Bank and the Borrower, to the respective dates on which amounts shall be withdrawn by the Borrower from the Loan Account as provided in Article IV or shall be cancelled pursuant to Article V.
(b) The last two sentences of Section 4 02 shall be deleted.
(c) The term “Project” as defined in Section 10.01 (11) shall refer to the Programs described in Schedule 2 to the Loan Agreement, or to any of them, as the context may require.
Section 4 (2.). SECOND SCHEDULE.
Loan Regulations No. 3
article i
Section 1.01.
Section 1.02.
Section 1.03.
Section 1.04.
article ii
Section 2.01.
Section 2.02.
Section 2.03.
Section 2.04.
Section 2.05.
(a) The principal amount of the Loan withdrawn from the Loan Account shall be repayable in accordance with the amortization schedule to the Loan Agreement.
(b) The Borrower shall have the right, upon not less than 45 days’ prior notice to the Bank, to repay in advance of maturity all or any part of the principal amount of the Loan for which Bonds have not been delivered pursuant to Article VI upon payment of all accrued charges for interest on such principal amount and payment of the premium specified in said amortization schedule. Except as the Bank and the Borrower shall otherwise agree, any such repayment shall be applied to the several maturities of such part of the principal amount of the Loan in inverse order of maturity.
(c) It is the policy of the Bank to encourage the repayment of its loans prior to maturity. Accordingly the Bank intends to waive the payment of any premium payable under paragraph (b) of this Section on repayment of the Loan (and likewise the payment of any premium payable under Section 6.16 on redemption of Bonds held by the Bank) to the extent that, in the Bank’s judgment, the proceeds of such repayment (or redemption) can be used in the Bank’s operations without involving the payment of a similar premium on retirement of the Bank’s securities.
Section 2.06.
Second Schedule—
article III
Section 3.01.
Section 3.02.
Section 3.03.
Section 3.04.
Section 3.05.
Section 3.06.
article IV
Section 4.01.
Section
4.02.
Second Schedule—
Section 4.03.
Section
4.04.
Section 4.05.
Section
4.06.
article v
Section 5.01.
Section
5.02.
(a) A default shall have occurred in the payment of interest on the Loan or the Bonds or of commitment charge or service charge on the Loan.
(b) A default shall have occurred in the payment of principal of the Loan or the Bonds or of the redemption price of any of the Bonds.
(c) A. default shall have occurred in the performance of any other covenant or agreement on the part of the Borrower under the Loan Agreement or the Bonds.
(d) An extraordinary situation shall have arisen which shall make it improbable that the Borrower will be able to perform its obligations under the Loan Agreement.
(e) The Borrower shall have been suspended from membership in or ceased to be a member of the Bank.
(f) The Borrower shall have ceased to be a member of the International Monetary Fund or shall have become ineligible to use the resources of said Fund under Section 6 of Article IV of the Articles of Agreement of said Fund or shall have been declared ineligible to use said resources under Section 5 of Article V, Section I of Article VI or Section 2 (a) of Article XV of the Articles of Agreement of said Fund.
(g) After the date of the Loan Agreement and prior to the Effective Date, the Borrower shall have taken any action which would have constituted a violation of any covenant contained in the Loan Agreement relating to the creation of liens on assets as security for debt if the Loan Agreement had been effective on the date such action was taken.
(h) Any other event specified in the Loan Agreement 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 until the event which gave rise to such suspension shall have ceased to exist or until the Bank shall have notified the Borrower that the right to make withdrawals has been restored, whichever is the earlier.
Second Schedule—
Section 5.03.
Section
5.04.
Section
5.05.
Section 5.06.
article vi
Section 6.01.
Section
6.02.
Section 6.03.
Section
6.04.
Section 6.05.
Section
6.06.
Second Schedule—
Section 6.07.
Section
6.08.
Section 6.09.
Section
6.10.
Section 6.11.
(a) Bonds bearing interest at one rate may be exchanged for Bonds bearing interest at any other rate not in excess of the rate of interest on the Loan. The Bank shall reimburse the Borrower for the reasonable cost of any such exchange.
(b) Registered Bonds in large denominations may be exchanged without charge to the Bank for registered or coupon Bonds in smaller authorized denominations for purposes of sale by the Bank.
(c) Bonds initially issued which are not fully engraved in accordance with the provisions of Section 6.08 (b) may be exchanged without charge to the Bank for such fully engraved Bonds.
The foregoing rights of exchange are in addition to any rights of exchange provided in the Bonds. Except as in this Section expressly provided, exchanges of Bonds pursuant to this Section shall be subject to all provisions of the Bonds relating to exchanges.
Section
6.12.
Second Schedule—
Section 6.13.
Section
6.14.
Section 6.15.
Section
6.16.
(a) The Bonds shall be subject to redemption prior to their maturity by the Borrower in accordance with their terms, at a redemption price equal to the principal amount thereof plus the interest accrued and unpaid thereon to the date fixed for the redemption thereof plus as a premium the percentages of said principal amount specified in the amortization schedule to the Loan Agreement.
(b) If any Bond so to be redeemed shall bear interest at a rate less than the rate of interest on the Loan, the Borrower shall pay to the Bank on the date fixed for redemption the service charge provided for in Section 6.04 accrued and unpaid to such date on the principal amount of the Loan represented by such Bond.
Section 6.17.
article VII
Section
7.01.
Section 7.02.
Section
7.03.
(a) Any controversy between the parties to the Loan Agreement and any claim by either such party against the other arising under the Loan Agreement or the Bonds which shall not be determined by agreement of the parties shall be submitted to arbitration by an Arbitral Tribunal as hereinafter provided.
(b) The parties to such arbitration shall be the Bank and the Borrower.
(c) The Arbitral Tribunal shall consist of three arbitrators appointed as follows: one arbitrator shall be appointed by the Bank; a second arbitrator shall be appointed by the Borrower; and the third arbitrator (hereinafter sometimes called the Umpire) shall be appointed by agreement of the parties or, if they shall not agree, by the President of the International Court of Justice or. failing appointment by him, by the Secretary-General of the United Nations. If either of the parties shall fail to appoint an arbitrator, such arbitrator shall be appointed by the Umpire. In case
Second Schedule—
any arbitrator appointed in accordance with this Section shall resign, die or become unable to act, a successor arbitrator shall be appointed in the same manner as herein prescribed for the appointment of the original arbitrator and such successor shall have all the powers and duties of such original arbitrator.
(d) An arbitration proceeding may be instituted under this Section upon notice by the party instituting such proceeding to the other party. Such notice shall contain a statement setting forth the nature of the controversy or claim to be submitted to arbitration, the nature of the relief sought, and the name of the arbitrator appointed by the party instituting such proceeding. Within 30 days after the giving of such notice, the adverse party shall notify the party instituting the proceeding of the name of the arbitrator appointed by such adverse party.
(e) If, within 60 days after the giving of such notice instituting the arbitration proceeding, the parties shall not have agreed upon an Umpire, either party may request the appointment of an Umpire as provided in paragraph (c) of this Section.
(f) The Arbitral Tribunal shall convene at such time and place as shall be fixed by the Umpire. Thereafter, the Arbitral Tribunal shall determine where and when it shall sit.
(g) Subject to the provisions of this Section and except as the parties shall otherwise agree, the Arbitral Tribunal shall decide all questions relating to its competence and shall determine its procedure. All decisions of the Arbitral Tribunal shall be by majority vote.
(h) The Arbitral Tribunal shall afford to all parties a fair hearing and shall render its award in writing. Such award may be rendered by default. An award signed by a majority of the Arbitral Tribunal shall constitute the award of such Tribunal. A signed counterpart of the award shall be transmitted to each party. Any such award rendered in accordance with the provisions of this Section shall be final and binding upon the parties to the Loan Agreement. Each party shall abide by and comply with any such award rendered by the Arbitral Tribunal in accordance with the provisions of this Section.
(i) The parties shall fix the amount of the remuneration of the arbitrators and such other persons as shall be required for the conduct of the arbitration proceeding. If the parties shall not agree on such amount before the Arbitral Tribunal shall convene, the Arbitral Tribunal shall fix such amount as shall be reasonable under the circumstances. The cost of the arbitration proceeding shall be divided and shared equally between the Bank and the Borrower. Any question concerning the division of the cost of the arbitration proceeding or the procedure for payment of such cost shall be determined by the Arbitral Tribunal.
(j) The provisions for arbitration set forth in this Section shall be in lieu of any other procedure for the determination of controversies between the parties to the Loan Agreement and any claim by either party against the other party arising thereunder or under the Bonds.
(k) The Bank shall not be entitled to enter judgment against the Borrower, upon the award, to enforce the award against the Borrower by execution or to pursue any other remedy against the Borrower for the enforcement of the award, except as such procedure may be available against the Borrower otherwise than by reason of the provisions of this Section. If, within 30 days after counterparts of the award shall be delivered to the parties, the award shall not be complied with by the Bank, the Borrower may take any such action for the enforcement of the award against the Bank.
(l) Service of any notice or process in connection with any proceeding under this Section or (to the extent that such remedy shall be available) in connection with any proceeding to enforce any award rendered pursuant to this Section may be made in the manner provided in Section 8.01. The parties to the Loan Agreement waive any and all other requirements for the service of any such notice or process.
article viii
Section 8.01.
Second Schedule—
by hand or by mail, telegram, cable or radiogram to the party to which it is required or permitted to be given or made at such party’s address specified in the Loan Agreement, or at such other address as such party shall have designated by notice to the party giving such notice or making such request.
Section
8.02.
Section 8.03.
Section
8.04.
article ix
Section 9.01.
Section
9.02.
(a) that the Loan Agreement has been duly authorized or ratified by, and executed and delivered on behalf of, the Borrower and constitutes a valid and binding obligation of the Borrower in accordance with its terms;
(b) that the Bonds when executed and delivered in accordance with the Loan Agreement will constitute valid and binding obligations of the Borrower in accordance with their terms and that except as stated in such opinion, no further signatures or formalities are required for that purpose; and
(c) such other matters as shall be specified in the Loan Agreement.
Section
9.03.
Section 9.04.
Second Schedule—
Section 9.05.
article x
Section 10.01.
1. The term “Bank” means International Bank for Reconstruction and Development.
2. The term “member” means a member of the Bank.
3. The term “Loan Agreement” means the particular loan agreement to which these Regulations shall have been made applicable, as amended from time to time; and such term includes all agreements supplemental to the Loan Agreement and all schedules to the Loan Agreement.
4. The term “Loan” means the loan provided for in the Loan Agreement.
5. The term “Borrower” means the member of the Bank to which the Loan is made.
6. The term “United States” means the United States of America.
7. The term “currency” means such coin or currency as at the time referred to is legal tender for the payment of public and private debts in the territories of the government referred to, whether or not such government is a member. Whenever reference is made to the currency of the Borrower, the term “currency” includes the currencies of all colonies and territories on whose behalf at the time referred to the Borrower has accepted membership in the Bank.
8. The term “dollars” and the sign “$” mean dollars in currency of the United States.
9. The term “Bonds” means bonds executed and delivered by the Borrower pursuant to the Loan Agreement; and such term includes any such bonds issued in exchange for, or on transfer of, Bonds as herein defined.
10. 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 2.01.
11. The term “Project” means the project or program for which the Loan is granted, as such project or program is described in the Loan Agreement and as the description thereof shall be amended from time to time by agreement between the Bank and the Borrower.
12. The term “goods” means equipment, supplies and services which are required for the Project. Wherever reference is made to the cost of any goods, such cost shall be deemed to include the cost of importing such goods into the territories of the Borrower.
13. The term “external debt” means any debt payable in any medium other than currency of the Borrower, whether such debt is payable absolutely or at the option of the creditor in such other medium.
14. The term “Closing Date” means the date specified in the Loan Agreement as the Closing Date, or such other date as shall be agreed upon by the Bank and the Borrower as the Closing Date.
15. The term “Effective Date” means the date on which the Loan Agreement shall come into force and effect as provided in Section 9.03.
16. The term “lien” shall include mortgages, pledges, charges, privileges and priorities of any kind.
17. The term “assets” shall include revenues and property of any kind.
18. The terms “tax” and “taxes” shall include imposts, duties and levies of any kind, whether in effect at the date of the Loan Agreement or thereafter imposed.
19. Wherever reference is made to the incurring of debt such reference shall include the assumption and guarantee of debt.
Second Schedule—
References in these Regulations to Articles or Sections are to Articles or Sections of these Regulations; references in a Loan Agreement to Articles or Sections are to Articles or Sections of such Loan Agreement.
Section
10.02.
schedule 1
$ 000 | $ 000 |
No. 000 | No. 000 |
[Name of Borrower]
Serial Bond due
[Name of Borrower] (hereinafter called [the Borrower]), for value received, hereby promises to pay to , or registered assigns, on the day of, 19 , at the office or agency of [the Borrower] in the Borough of Manhattan, in The City of New York, the sum of Dollars in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay interest thereon from the date hereof at said office or agency in like coin or currency at the rate of per centum ( %) per annum, payable semi-annually on and until payment of said principal sum has been made or duly provided for.
This Bond is one of an authorized issue of bonds of the aggregate principal amount of (or the equivalent thereof payable in other currencies), known as the Serial Bonds of [the Borrower] (hereinafter called the Bonds), issued or to be issued under a Loan Agreement dated between [the Borrower] and International Bank for Reconstruction and Development (hereinafter called the Bank). No reference herein to the Loan Agreement shall impair the obligation of [the Borrower] which is absolute and unconditional to pay the principal of and interest on this Bond at the times and place and in the amounts and in the currency herein prescribed.
This Bond is transferable by the registered holder hereof, or by his attorney duly authorized in writing, at said office or agency of [the Borrower] in the Borough of Manhattan, upon payment, if [the Borrower] shall so require, of a charge calculated to reimburse [the Borrower] for the cost of the transfer and upon surrender of this Bond for cancellation, duly endorsed or accompanied by a proper instrument or instruments of assignment and transfer. Upon any such transfer a new fully registered Bond or Bonds, without coupons, of authorized denominations, of the same maturity and in the same aggregate principal amount, will be issued to the transferee in exchange for this Bond.
Upon payment, if [the Borrower] shall so require, of a charge calculated to reimburse [the Borrower] for the cost of the exchange (1) bearer Bonds with interest coupons attached (hereinafter called coupon Bonds) of any maturity, together with all unmatured coupons thereto appertaining, may be exchanged upon presentation and surrender thereof at said office or agency in the Borough of Manhattan for coupon Bonds of other authorized denominations with all unmatured coupons thereto appertaining, or for fully registered Bonds without coupons (hereinafter called registered Bonds) of any authorized denominations, or both, of the same maturity and in the same aggregate principal amount; and (2) registered Bonds of any maturity may be exchanged upon presentation and surrender at said office or agency, duly endorsed or accompanied by a proper instrument or instruments of assignment and transfer, for registered Bonds of other authorized denominations or for coupon Bonds of any authorized denominations with all unmatured coupons thereto appertaining, or both, of the same maturity and in the same aggregate principal amount.
[The Borrower] shall not be required to make transfers or exchanges of any Bonds for a period of ten days next preceding any interest payment date thereof or of any Bonds called for redemption.
Second Schedule—
The Bonds are subject to redemption at the election of [the Borrower], as hereinafter provided, at a redemption price for each Bond equal to the principal amount thereof, plus the interest accrued and unpaid thereon to the date fixed for the redemption thereof, plus as a premium the following respective percentages of such principal amount: [insert percentages set forth in the amortization schedule to the Loan Agreement]. All the Bonds at the time outstanding may be so redeemed at any time. All the Bonds at the time outstanding of any one or more maturities may be so redeemed at any time, provided that, at the date fixed for the redemption of such Bonds, there shall not be outstanding any Bonds maturing after the Bonds to be redeemed. If [the Borrower] shall elect to redeem Bonds it shall give notice of intention to redeem all the Bonds, or all the Bonds of one or more designated maturities as hereinabove provided, as the case may be. Such notice shall designate the redemption date and shall state the redemption price or prices, determined as hereinbefore provided. Such notice shall be given by publication in two daily newspapers printed in the English language and published and of general circulation in said Borough of Manhattan at least once a week for three successive weeks, the first publication to be not less than 45 nor more than 60 days prior to said redemption date. Notice of election to redeem having been given as above provided, the Bonds so called for redemption shall become due and payable on said redemption date at their redemption price or prices, and upon presentation and surrender thereof on or after such date at said office or agency in said Borough of Manhattan, together with any appurtenant coupons maturing after said redemption date, shall be paid at the redemption price or prices aforesaid. All unpaid interest instalments represented by coupons which shall have matured on or prior to said redemption date shall continue to be payable to the bearers of such coupons severally and respectively, and the redemption price payable to the holders of coupon Bonds presented for redemption shall not include such unpaid instalments of interest unless coupons representing such instalments shall accompany the Bonds presented for redemption. From and after said redemption date, if payment is made or duly provided for pursuant thereto, the Bonds so called for redemption shall cease to bear interest and any appurtenant coupons maturing after said redemption date shall be void.
In certain events provided in said Loan Agreement, the Bank, at its option, may declare the principal of all the Bonds then outstanding (if not already due) to be due and payable immediately, and upon any such declaration such principal shall be due and payable immediately.
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 nature now or at any time hereafter
imposed by [the Borrower] or by any taxing authority thereof or therein and
shall be paid free from all restrictions of [name of Borrower], its political
subdivisions or its agencies;
[
In Witness Whereof [the Borrower] has caused this Bond to be signed in its name by [here insert reference to official or officials signing Bonds, to counter-signatures, attestation and seal, if used, and, if any signature is a facsimile signature, make reference thereto].
[Signature, attestation,
authentication, as maybe appropriate]
Dated
Note: Italicized provisions may be omitted if Borrower desires.
Second Schedule—
For Value Received
hereby sell, assign and transfer unto
the within Bond issued by [Name of Borrower] and hereby irrevocably authorize said [Borrower] to transfer said Bond on its books.
Dated
Witness:
schedule 2
$ 000 | $ 000 |
No. 000 | No. 000 |
[Name of Borrower]
Serial Bond due
[Name of Borrower] (hereinafter called [the Borrower]), for value received, hereby promises to pay to the bearer hereof, on the day of , 19 , at the office or agency of [the Borrower] in the Borough of Manhattan, in The City of New York, the sum of Dollars in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, and to pay interest thereon from the date hereof at said office or agency in like coin or currency at the rate of per centum ( %) per annum, payable semi-annually on and until payment of said principal sum has been made or duly provided for, but until the maturity hereof only upon presentation and surrender of the coupons hereto attached as they severally mature.
This Bond is one of an authorized issue of bonds of the aggregate principal amount of (or the equivalent thereof payable in other currencies), known as the Serial Bonds of [the Borrower] (hereinafter called the Bonds), issued or to be issued under a Loan Agreement dated between [the Borrower] and International Bank for Reconstruction and Development (hereinafter called the Bank). No reference herein to the Loan Agreement shall impair the obligation of [the Borrower] which is absolute and unconditional to pay the principal of and interest on this Bond at the times and place and in the amounts and in the currency herein prescribed.
Upon payment, if [the Borrower] shall so require, of a charge calculated to reimburse [the Borrower] for the cost of the exchange (1) bearer Bonds with interest coupons attached (hereinafter called coupon Bonds) of any maturity, together with all unmatured coupons thereto appertaining, may be exchanged upon presentation and surrender thereof at said office or agency in the Borough of Manhattan for coupon Bonds of other authorized denominations with all unmatured coupons thereto appertaining, or for fully registered Bonds without coupons (hereinafter called registered Bonds) of any authorized denominations, or both, of the same maturity and in the same aggregate principal amount; and (2) registered Bonds of any maturity may be exchanged upon presentation and surrender at said office or agency, duly endorsed or accompanied by a proper instrument or instruments of assignment and transfer, for registered Bonds of other authorized denominations or for coupon Bonds of any authorized denominations with all unmatured coupons thereto appertaining, or both, of the same maturity and in the same aggregate principal amount.
[The Borrower] shall not be required to make transfers or exchanges of any. Bonds for a period of ten days next preceding any interest payment date thereof or of any Bonds called for redemption.
The Bonds are subject to redemption at the election of [the Borrower], as hereinafter provided, at a redemption price for each Bond equal to the principal amount thereof, plus the interest accrued and unpaid thereon to the date fixed for the redemption thereof, plus as a premium the following respective percentages of
Second Schedule—
such principal amount: [insert percentages set forth in the amortization schedule to the Loan Agreement]. All the Bonds at the time outstanding may be so redeemed at any time. All the Bonds at the time outstanding of any one or more maturities may be so redeemed at any time, provided that, at the date fixed for the redemption of such Bonds, there shall not be outstanding any Bonds maturing after the Bonds to be redeemed. If [the Borrower] shall elect to redeem Bonds it shall give notice of intention to redeem all the Bonds, or all the Bonds of one or more designated maturities as hereinabove provided, as the case may be. Such notice shall designate the redemption date, and shall state the redemption price or prices, determined as hereinbefore provided. Such notice shall be given by publication in two daily newspapers printed in the English language and published and of general circulation in said Borough of Manhattan at least once a week for three successive weeks, the first publication to be not less than 45 nor more than 60 days prior to said redemption date. Notice of election to redeem having been given as above provided, the Bonds so called for redemption shall become due and payable on said redemption date at their redemption price or prices, and upon presentation and surrender thereof on or after such date at said office or agency in said Borough of Manhattan, together with any appurtenant coupons maturing after said redemption date, shall be paid at the redemption price or prices aforesaid. All unpaid interest instalments represented by coupons which shall have matured on or prior to said redemption date shall continue to be payable to the bearers of such coupons severally and respectively, and the redemption price payable to the holders of coupon Bonds presented for redemption shall not include such unpaid instalments of interest unless coupons representing such instalments shall accompany the Bonds presented for redemption. From and after said redemption date, if payment is made or duly provided for pursuant thereto, the Bonds so called for redemption shall cease to bear interest and any appurtenant coupons maturing after said redemption date shall be void.
In certain events provided in said Loan Agreement, the Bank, at its option, may declare the principal of all the Bonds then outstanding (if not already due) to be due and payable immediately, and upon any such declaration such principal shall be due and payable immediately.
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 nature now or at any time hereafter imposed by [the Borrower] or by any
taxing authority thereof or therein and shall be paid free from all
restrictions of [the Borrower], its political subdivisions or its agencies;
[
In Witness Whereof [the Borrower] has caused this Bond to be signed in its name by [here insert reference to official or officials signing Bonds, to counter-signatures, attestation and seal, if used, and, if any signature is a facsimile signature, make reference thereto] and the coupons for said interest bearing the facsimile signature of its [insert title or name of official] to be attached hereto.
[Signature, attestation,
authentication, as may be appropriate]
Dated
Note: Italicized provisions may be omitted if Borrower desires.
Second Schedule—
On the day of , 19 , unless the Bond mentioned below shall have been called for previous redemption and payment duly provided therefor, [Name of Borrower] will pay to bearer, upon surrender of this coupon, at the office or agency of said [Borrower] in the Borough of Manhattan in The City of New York dollars in such coin or currency of the United States of America as at the time of payment is legal tender for public and private debts, being six months’ interest then due on its Serial Bond, No. due
[facsimile signature]
0
0
0