Loan (International Bank for Reconstruction and Development) Act 1962 (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 in relation to certain Works to be carried out by the Snowy Mountains Hydroelectric Authority, and for purposes connected therewith.
[Assented to 10th May, 1962.]
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.) The Treasurer shall, from time to time, out of
the Loan Fund, make advances to the Snowy Mountains Hydro-electric Authority
under sub-section (2.) of section twenty-five of the
(3.) The Loan Fund is, to the extent necessary for the purposes of the last preceding sub-section, appropriated accordingly.
THE SCHEDULES.
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FIRST SCHEDULE. Section 4 (1.).
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Loan Agreement
Agreement, dated January 23, 1962, between The Commonwealth of Australia (hereinafter called the Borrower) and International Bank for Reconstruction and Development (hereinafter called the Bank).
Article I
Section 1.01. The parties to this Loan Agreement accept all the provisions of Loan Regulations No. 3 of the Bank dated February 15, 1961, 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.
Section 1.02. (a) Except where the context otherwise requires, the following terms have the following meanings wherever used in the Loan Agreement:
The
term “the Act” means the
The term “the Authority” means the Snowy Mountains Hydro-electric Authority, constituted as a corporation sole by the Act and includes any corporation succeeding that corporation.
The term “Snowy Mountains Agreement” means the agreement providing (inter alia) for the construction, maintenance and operation of certain works by the Authority in the Snowy Mountains Area (as defined in accordance with the Act), made the 18th of September 1957 between the Borrower of the first part, The State of New South Wales of the second part and The State of Victoria of the third part, together with the agreement supplemental thereto between the same parties made the 14th of December 1957, as the same shall from time to time be in effect.
The term “Council” means the Snowy Mountains Council constituted by Clause 17 of the Snowy Mountains Agreement.
The term “Project” means the project for which the Loan is granted, as described in Schedule 2 to this Agreement and as the description thereof shall be amended from time to time by agreement between the Bank and the Borrower.
The term “Murray Development” means the scheme being carried out by the Authority, planned for completion in 1970, comprising the Project, the construction of the Murray No. 2 Power Plant with a capacity of 440 MW and such additional works (including the Jindabyne pump and storage works) as are necessary for the full and effective operation of that plant in conjunction with the operation of the Project.
(b) Wherever reference is made in this Agreement or in the Loan Regulations to the “territories” of the Borrower such term means the States and Territories of the Borrower.
Article II
Section 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions in this Agreement set forth or referred to, an amount in various currencies equivalent to one hundred million dollars ($100,000,000).
Section 2.02. The Bank shall open a Loan Account on its books in the name of the Borrower and shall credit to such 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, this Agreement and the Loan Regulations.
Section 2.03. Except as the Borrower and the Bank shall otherwise agree, the Borrower shall be entitled, subject to the provisions of the Loan Agreement, to withdraw from the Loan Account in dollars and such other currencies (other than the currency of the Borrower) as shall from time to time be agreed between the Borrower and the Bank,
First
Schedule—
amounts equivalent to 50% (or such other percentage as shall from time to time be agreed between the Borrower and the Bank) of such amounts as shall have been expended after June 30, 1961 on the Project; provided that total withdrawals shall not exceed at any time the equivalent of amounts spent on the Project after June 30, 1961 in the territories of countries which are members of the Bank and Switzerland for goods produced in (including services supplied from) such territories.
Section 2.04. 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 2.05. The Borrower shall pay interest at the rate of five and three-fourths per cent (5¾ %) per annum on the principal amount of the Loan so withdrawn and outstanding from time to time.
Section 2.06. Interest and other charges shall be payable semi-annually on March 15 and September 15 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 in accordance with the provisions of the Loan Agreement exclusively to expenditures on the Project after June 30, 1961.
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.
Article V
Section 5.01. (a) The Borrower shall make the proceeds of the Loan or their equivalent available to the Authority upon terms satisfactory to the Bank.
(b) The Borrower shall cause the Project and the rest of the Murray Development to be carried out with due diligence and efficiency and in conformity with sound engineering and financial practices.
(c) The Borrower shall cause to be furnished to the Bank, promptly upon their preparation, the plans, specifications and construction schedules for the Project and any material modifications subsequently made therein, in such detail as the Bank shall from time to time request.
(d) The Borrower shall maintain or cause to be maintained records adequate to show the expenditure of the proceeds of the Loan, to record the progress of the Project and of the rest of the Murray Development (including the cost thereof) and to reflect in accordance with consistently maintained sound accounting practices the operations and financial condition of the Authority and all transactions between the Authority and the Borrower or relating to the Murray Development or to the supply of, or charges for, electricity; shall enable the Bank’s representatives to inspect the Project and the rest of the Murray Development, any relevant records and documents and the properties and operations of the Authority, and shall furnish to the Bank all such information as the Bank shall reasonably request concerning the expenditure of the proceeds of the Loan, the Project, the Murray Development as a whole, the operations and financial condition of the Authority and any transaction between the Authority and the Borrower or relating to the Murray Development or to the supply of, or charges for, electricity.
Section 5.02. (a) The Borrower and the Bank shall cooperate fully to assure that the purposes of the Loan will 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
First Schedule—
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.
(b) 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. The Borrower shall promptly inform the Bank of any condition which interferes with, or threatens to interfere with, the accomplishment of the purposes of the Loan or the maintenance of the service thereof.
(c) The Borrower shall promptly inform the Bank if any action is proposed which would materially amend, waive, abrogate or terminate any provision of the Act or of the Snowy Mountains Agreement affecting the construction or operation of the Murray Development or having to do with the constitution or functions of the Council or of the Authority or with the supply of electricity by the Authority or the charges therefor, and shall afford to the Bank a reasonable opportunity to exchange views with the Borrower with respect thereto before such action is taken.
(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 5.03. 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 Reserve Bank of Australia or the Commonwealth Trading Bank of Australia on any of their assets in the ordinary course of their banking businesses to secure any indebtedness maturing not more than one year after its date.
Section 5.04. 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 or fees imposed under the laws of the Borrower or laws in effect in its territories; provided, however, that the provisions of this Section shall not apply to taxation of, or fees upon, payments under any Bond to a holder thereof other than the Bank when such Bond is beneficially owned by any person residing in, or ordinarily a resident of, any of the territories of the Borrower.
Section 5.05. The Loan Agreement and the Bonds shall be free from any taxes, stamp duties or fees that shall be imposed under the laws of the Borrower or laws in effect in its territories on or in connection with the execution, issue, delivery or registration thereof and the Borrower shall pay all such taxes, stamp duties and fees, if any, imposed on or in connection with the execution, issue, delivery or registration thereof, under the laws of the country or countries in whose currency the Loan and the Bonds are payable or laws in effect in the territories of such country or countries.
Section 5.06. The principal of, and interest and other charges on, the Loan and the Bonds shall be paid free from all restrictions imposed under the laws of the Borrower or laws in effect in its territories.
Section 5.07. The Borrower shall exercise every right, power and recourse available to it, including those available under the Snowy Mountains Agreement, to cause the Project and the rest of the Murray Development, and all other properties of the Authority, to be operated and adequately maintained and repaired, all in accordance with sound engineering, business, financial and electric utility practices.
First
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Article VI
Section 6.01. (i) If any event specified in paragraph (a) or paragraph (b) of Section 5.02 of the Loan Regulations or in paragraph (a), (b) or (c) of Section 6.02 of this Agreement shall occur and shall continue for a period of thirty days, or (ii) if any event specified in paragraph (c) of Section 5.02 of the Loan Regulations shall occur and shall 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.
Section 6.02. The following are specified as additional events for the purposes of Section 5.02 (h) of the Loan Regulations:
(a) The Borrower shall have taken or permitted any action or proceeding whereby the undertaking of the Authority, or any substantial part thereof, shall or may be assigned or in any manner transferred or delivered to any other person, or whereby any property of the Authority shall or may be distributed amongst the creditors of the Authority.
(b) The Borrower or any governmental authority having jurisdiction shall have taken any action for the dissolution or disestablishment of the Authority or for the suspension of its operations.
(c) Any proposed action referred to in Section 5.02 (c) of this Agreement shall have been taken without the concurrence of the Bank and shall threaten to affect materially and adversely (i) the carrying out of the Murray Development or of any of the provisions of the Loan Agreement (ii) the operations of the Council or of the Authority or (iii) the financial condition of the Authority.
(d) There shall have been a failure to perform any obligation due under the Snowy Mountains Agreement and such failure to perform shall not have been consented to by the Bank nor have been remedied within a period of 60 days from the date upon which such performance was due and shall threaten materially to impair the carrying out of the Project or the ability of the Borrower to perform any of its other obligations under the Loan Agreement.
Article VII
Section 7.01. The Closing Date shall be September 1, 1966 or such other date as may from time to time be agreed between the Borrower and the Bank.
Section 7.02. A date 120 days after the date of this Agreement is hereby specified for the purposes of Section 9.04 of the Loan Regulations.
Section 7.03. 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
Alternative address for cablegrams and radiograms:
Comtreasury
Canberra
For the Bank:
International Bank for Reconstruction and Development
1818 H Street, N.W.
Washington 25, D.C.
United States of America
Alternative address for cablegrams and radiograms:
Intbafrad
Washington, D.C.
Section 7.04. 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.
First
schedule —
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 Loan Agreement to be signed in their respective names and delivered in the City of New York, State of New York, United States of America, as of the day and year first above written.
The Commonwealth of Australia
By HOWARD BEALE
International Bank for
Reconstruction and Development
By EUGENE R BLACK
SCHEDULE 1
Amortization Schedule
Date Payment Due | Payment of Principal (expressed in dollars)* |
September 15, 1966 | $1,255,000 |
March 15, 1967 | 1,290,000 |
September 15, 1967 | 1,330,000 |
March 15, 1968 | 1,370,000 |
September 15, 1968 | 1,405,000 |
March 15, 1969 | 1,445,000 |
September 15, 1969 | 1,490,000 |
March 15, 1970 | 1,530,000 |
September 15, 1970 | 1,575,000 |
March 15, 1971 | 1,620,000 |
September 15, 1971 | 1,670,000 |
March 15, 1972 | 1,715,000 |
September 15, 1972 | 1,765,000 |
March 15, 1973 | 1,815,000 |
September 15, 1973 | 1,870,000 |
March 15, 1974 | 1,920,000 |
September 15, 1974 | 1,975,000 |
March 15, 1975 | 2,035,000 |
September 15, 1975 | 2,090,000 |
March 15. 1976 | 2,155,000 |
September 15, 1976 | 2,215,000 |
March 15, 1977 | 2,280,000 |
September 15, 1977 | 2,345,000 |
March 15, 1978 | 2,410,000 |
September 15, 1978 | 2,480,000 |
March 15, 1979 | 2,550,000 |
September 15, 1979 | 2,625,000 |
March 15, 1980 | 2,700,000 |
September 15, 1980 | 2,780,000 |
March 15, 1981 | 2,860,000 |
September 15, 1981 | 2,940,000 |
March 15, 1982 | 3,025,000 |
September 15, 1982 | 3,110,000 |
March 15, 1983 | 3,200,000 |
September 15, 1983 | 3,295,000 |
March 15, 1984 | 3,390,000 |
September 15, 1984 | 3,485,000 |
March 15, 1985 | 3,585,000 |
September 15, 1985 | 3,690,000 |
March 15, 1986 | 3,795,000 |
September 15, 1986 | 3,905,000 |
March 15, 1987 | 4,015,000 |
* To the extent that any part of the Loan is repayable in a currency other than dollars (see Loan Regulations, Section 3.03), the figures in this column represent dollar equivalents determined as for purposes of withdrawal.
First
Schedule—
Premiums on Prepayment and Redemption
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.
Time of Prepayment or Redemption | Premium |
Not more than three years before maturity | ½% |
More than three years but not more than six years before maturity | 1% |
More than six years but not more than eleven years before maturity | l¾% |
More than eleven years but not more than sixteen years before maturity | 2½% |
More than sixteen years but not more than twenty-one years before maturity | 3½% |
More than twenty-one years but not more than twenty-three years before maturity | 4¾% |
More than twenty-three years before maturity | 5¾% |
SCHEDULE 2
Description of Project
The Project is part of the Murray Development being carried out by the Authority in the Snowy Mountains Area of the Borrower to divert waters in the Area for hydroelectric power generation and irrigation purposes. The Project consists of works to divert the waters of the Snowy River by a tunnel through the Great Dividing Range to the Murray River catchment, and for the utilization of the diverted waters for the generation of electricity. It includes the following major works:
(A)
A concrete gravity dam about 150 feet high and with a crest length of about 470 feet will be constructed on the Snowy River at Island Bend. The dam will create a storage of about 2500 acre feet. It will have a 270 ft. deep outlet shaft and control structures to regulate the flow either via the Snowy-Geehi tunnel to the Murray No. 1 power plant or through the Eucumbene-Snowy tunnel to Lake Eucumbene for storage.
(B)
A tunnel about 15 miles long and with a cross sectional area of about 350 square feet will be constructed to connect the outlet shaft at Island Bend Dam with the existing outlet works at Lake Eucumbene. The tunnel will be designed to permit flow in either direction so that water in excess of immediate requirements for power production can be stored in Lake Eucumbene until required.
(C)
A tunnel about 9 miles long and with a cross sectional area of about 350 square feet will be constructed to carry water westwards from the Island Bend works to a reservoir to be created by the Geehi Dam.
(D)
A rock fill dam about 300 feet high and with a crest length of about 970 feet will be constructed on the Geehi River to create a reservoir with a capacity of about 17,300 acre feet. The reservoir will collect waters flowing from the Upper Geehi River and from aqueducts in the Bogong Creek and Geehi River areas, and will balance the inflow from the Eucumbene-Snowy-Geehi diversion system with the intermittent water requirements of the Murray No. 1 power plant.
(E)
This tunnel will be about 7.5 miles long and will have a cross sectional area of about 420 square feet. It will convey water from the Geehi reservoir to twin steel pressure pipelines which will in turn convey the water to the Murray No. 1 power plant. The pipelines will each be about one mile in length and will vary in diameter from about 14 feet at the junction with the tunnel to about 12 feet at the power plant.
First
Schedule
(F)
This plant will be constructed on the right bank of Khancoban Back Creek, near Khancoban. The generating plant will consist of eight Francis type turbines each directly coupled to a 95 MW alternator. A tailrace channel will convey the water from the turbines to Khancoban Back Creek. The output of the turbo-alternators will be stepped up from 15 kv to 330 kv and delivered by overhead transmission lines to a substation which will be constructed near the plant.
(G)
This earth and rock fill dam will be about 60 feet high and will have a crest length of about 3500 feet. It will be constructed on the Swampy Plains River just downstream of Khancoban Creek, to create a reservoir with a capacity of about 20,000 acre feet. The reservoir will be used to regulate the fluctuating releases from the Murray No. 1 power plant, so as to provide a practically uniform outflow into the Swampy Plains River.
The estimated total cost of the Project is about 99 million Australian pounds. It is scheduled for completion in 1967.
SCHEDULE 3
Modifications of Loan Regulations No. 3
For the purposes of this Agreement, the provisions of Loan Regulations No. 3 of the Bank, dated February 15, 1961, shall be deemed to be modified as follows:
(a) By the deletion of Sections 3.02, 4.01 and 4.02.
(b) By the deletion of the eighth paragraph of Schedule 1 and the seventh paragraph of Schedule 2 and the substitution therefor, in each such Schedule, of the following paragraph, namely:
“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 or any restrictions now or at any time hereafter imposed under the laws of [the Borrower] or laws in effect in its States and Territories;
provided, however, that the provisions of this paragraph shall not apply to the taxation of payments made under the provisions of any Bond to a holder thereof other than the Bank when such Bond is beneficially owned by any person residing in, or ordinarily a resident of, [the Borrower ]or any of its Territories.” (c) By the deletion of paragraph 10 of Section 10.01.
SECOND SCHEDULE. Section 4 (2.).
Loan Regulations No. 3
Dated February 15, 1961
Article I
Section 1.01.
Section 1.02.
Section 1.03.
Second Schedule
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 payment of all accrued interest and payment of the premium 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 any one or more maturities, provided that on the date of such prepayment there shall not be outstanding any portion of the Loan maturing after the portion to be prepaid. However, if Bonds shall have been delivered pursuant to Article VI 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 6.16 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 payable under paragraph (b) of this Section or under Section 6.16 on repayment of any portions of the Loan or Bonds which the Bank has not sold or agreed to sell.
Section 2.06.
Article III
Section 3.01.
(a) in a specified currency (e.g. “ dollars”), or
(b) in various currencies equivalent to an amount in a specified currency (e.g. “an amount in various currencies equivalent to dollars”),
then the Loan shall be deemed to be denominated in such specified currency (dollars in each of the above examples).
Section 3.02.
Second
Schedule—
Section 3.03.
(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. The foregoing provision is subject to one exception, namely: 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 2.05 on prepayment of any portion of the Loan, or under Section 6.16 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) Except as the Bank and the Borrower shall otherwise agree, the portion of the Loan to be repaid, under the provisions of this Section, in any particular currency shall be repayable in such instalments, not inconsistent with the instalments set forth in the amortization schedule to the Loan Agreement, as the Bank shall from time to time specify.
Section 3.04.
Section 3.05.
Section 3.06.
Section 3.07.
Section 3.08.
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 principal or interest or any other payment required under the Loan Agreement or the Bonds.
(b) A default shall have occurred in the payment of principal or interest or any other payment required under any other loan agreement or under any guarantee agreement between the Borrower and the Bank or under any bond delivered pursuant to any such agreement.
(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 or the Bonds.
(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 1 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 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 Loan Agreement had been effective on the date such event occurred.
(h) Any other event specified in the Loan Agreement for the purposes of this Section shall have occurred.
Second
Schedule—
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 exist 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 subject to the conditions specified in such notice, and no such notice shall affect or impair any right, power or remedy of the Bank in respect of any other or subsequent event described in this Section.
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.
Second
Schedule—
shall be payable in such currency as the Bank shall specify in such request except that the aggregate principal amount of Bonds payable in any currency shall at no time exceed the outstanding amount of the Loan repayable in such currency.
Section 6.06.
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.
(b) Bonds initially issued which are not fully engraved in accordance with the provisions of Section 6.08 (b) may be exchanged for such fully engraved Bonds.
(c) Bonds payable in one currency may, subject to the provisions of Sections 6.05 and 6.06, be exchanged for a like aggregate principal amount of Bonds payable in the same or any other currency in which the Loan is repayable.
(d) The Bank shall reimburse the Borrower for the reasonable cost of any exchange made pursuant to paragraphs (a) or (c) above. Any exchange made pursuant to paragraph (b) above or any exchange by the Bank of registered Bonds in large denominations for registered or coupon Bonds in smaller authorized denominations for purposes of sale by the Bank shall be without charge to the Bank.
Second Schedule—
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.
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.
Section 6.18.
Section 6.19.
Second
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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 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.
Second
Schedule—
(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 proceedings. 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. Each party shall defray its own expenses in the arbitration proceedings. The costs of the Arbitral Tribunal shall be divided between and borne equally by the parties. Any question concerning the division of the costs of the Arbitral Tribunal or the procedure for payment of such costs 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.
(1) 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.
Section 8.02.
Section 8.03.
Section 8.04.
Second
Schedule—
Article IX
Section 9.01.
(a) the execution and delivery of the Loan Agreement on behalf of the Borrower have been duly authorized or ratified by all necessary governmental action, and
(b) all other events specified in the Loan Agreement as conditions to its effectiveness have occurred.
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.
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 these Regulations as thus made applicable, 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.
Second
Schedule—
6. 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.
7. The term “dollars” and the sign “$” mean dollars in currency of the United States of America.
8. 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.
9. 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.
10. The term “Project” means the project or projects or program or programs for which the Loan is granted, as 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.
11. 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.
12. The term “external debt” means any debt payable in any medium other than currency of the Borrower, whether such debt is or may become payable absolutely or at the option of the creditor in such other medium.
13. The term “Effective Date” means the date on which the Loan Agreement shall come into force and effect as provided in Section 9.03.
14. The term “lien” shall include mortgages, pledges, charges, privileges and priorities of any kind.
15. The term “assets” shall include revenues and property of any kind.
16. The terms “tax” and “taxes” shall include imposts, levies, fees and duties of any nature, whether in effect at the date of the Loan Agreement or thereafter imposed.
17. Wherever reference is made to the incurring of debt such reference shall include the assumption and guarantee of debt.
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
Form of Registered Bond Without Coupons Payable in Dollars
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.
Second
Schedule—
This Bond is one of an authorized issue of bonds in various currencies equivalent to an aggregate principal amount of , 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 confer upon the holder hereof any rights thereunder or impair the obligation of [the Borrower], which is absolute and unconditional, to pay the principal 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, payable in the same currency, 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, payable in the same currency, 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, payable in the same currency, 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 such principal amount: [insert percentages set forth in the amortization schedule to the Loan Agreement]. 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 or any portion of the Loan provided for in said Loan Agreement 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
Second
Schedule—
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, fees or duties of any nature or any restrictions now or
at any time hereafter imposed under the laws of [the Borrower] or laws in
effect in its territories;
[
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 countersignatures, attestation and seal, if used, and, if any signature is a facsimile signature, make reference thereto].
[Signature, attestation. authentication, as may be appropriate] |
Dated
Note: Italicized provisions may be omitted if Borrower desires.
Form of Assignment and Transfer.
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
Form of Coupon Bond Payable in Dollars
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 semiannually 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.
Second
Schedule—
This Bond is one of an authorized issue of bonds in various currencies equivalent to an aggregate principal amount of , 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 confer upon the holder hereof any rights thereunder or impair the obligation of [the Borrower], which is absolute and unconditional, to pay the principal 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, payable in the same currency, 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, payable in the same currency, 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 such principal amount: [insert percentages set forth in the amortization schedule to the Loan Agreement]. 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 or any portion of the Loan provided for in said Loan Agreement 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.
Second Schedule
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, fees or duties of any nature or any restrictions now or
at any time hereafter imposed under the laws of [the Borrower] or laws in
effect in its territories;
[
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 countersignatures, 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.
|
Dated
Note: Italicized provisions may be omitted if Borrower desires.
Form of Coupon
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