| C2004C05823 | PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1968
- Reprinted as at 31 July 1982 (HISTACT CHAP 659 #DATE 31:07:1982)
*1* The Papua and New Guinea Loan (International Bank) Act 1968 as shown in this reprint comprises Act No. 71, 1968 amended as indicated in the Tables below. (The citation "Papua and New Guinea Loan (International Bank) Act 1968" is provided for by the Amendments Incorporation Act 1905 and the Acts Citation Act 1976.) Table of Acts ----------------------------------------------------------------------------- Application, Number Date Date of or transitional Act and year of Assent commencement provisions ----------------------------------------------------------------------------- Papua and New Guinea Loan (International Bank) Act 1968 71, 1968 25 Oct 1968 25 Oct 1968 Papua New Guinea Loan (International Bank) Act 1972 56, 1972 9 June 1972 9 June 1972 - Statute Law Revision Act 1973 216, 1973 19 Dec 1973 31 Dec 1973 Ss. 9 (1) and 10 ----------------------------------------------------------------------------- Table of Amendments ad. = added or inserted am. = amended rep. = repealed rs. = repealed and substituted ----------------------------------------------------------------------------- Provision affected How affected ----------------------------------------------------------------------------- S. 8 . . . . . . . am. No. 216, 1973 S. 10. . . . . . . ad. No. 56, 1972 ----------------------------------------------------------------------------- PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1968 - TABLE OF
PROVISIONS
TABLE
TABLE OF PROVISIONS
Section
1. Short title
2. Commencement
3. Interpretation
4. Guarantee Agreement, Loan Agreement and Loan Regulations
5. Approval of Guarantee Agreement
6. Authorization of endorsement of guarantee on Bonds
7. Appropriation
8. Moneys to be paid, and documents to be, free of taxes, &c.
9. Audit
10. Application of Agreement
THE SCHEDULES
FIRST SCHEDULE
Guarantee Agreement
SECOND SCHEDULE
Loan Agreement
THIRD SCHEDULE
Loan Regulations No. 4
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PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1968 - LONG TITLE
SECT
An Act to approve the Guarantee by the Commonwealth of the Discharge of the
Obligations of the Administration of the Territory of Papua and New Guinea
under a Loan Agreement made with the International Bank for Reconstruction and
Development, and for purposes connected therewith
PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1968 - SECT 1
Short title
SECT
1. This Act may be cited as the Papua and New Guinea Loan (International
Bank) Act 1968.*1*
SEE NOTES TO FIRST ARTICLE OF THIS CHAPTER .
PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1968 - SECT 2
Commencement
SECT
2. This Act shall come into operation on the day on which it receives the
Royal Assent.*1*
SEE NOTES TO FIRST ARTICLE OF THIS CHAPTER .
PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1968 - SECT 3
Interpretation
SECT
3. In this Act-
"the Bank" means the International Bank for Reconstruction and Development;
"the Guarantee Agreement" means the agreement made on the twenty-eighth day
of June, One thousand nine hundred and sixty-eight, between the Commonwealth
and the Bank;
"the Loan Agreement" means the agreement between the Territory
Administration and the Bank made on the twenty-eighth day of June, One
thousand nine hundred and sixty-eight, being the Loan Agreement referred to in
the Guarantee Agreement;
"the Territory Administration" means the Adminstration or Government of the
Territory of Papua and New Guinea, being the Territory of Papua and the
Territory of New Guinea together called by that name by virtue of section 10
of the Papua and New Guinea Act 1949-1968.*2*
*2* S. 3, definition of "the Territory Administration" and s. 9-Immediately
before its repeal by the Papua New Guinea Independence Act 1975 (No. 98, 1975)
the citation of this Act was the Papua New Guinea Act 1949.
PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1968 - SECT 4
Guarantee Agreement, Loan Agreement and Loan Regulations
SECT
4. (1) A copy of the Guarantee Agreement is set out in the First Schedule to
this Act.
(2) A copy of the Loan Agreement is set out in the Second Schedule to this
Act.
(3) A copy of the Loan Regulations No. 4 of the Bank, being the Loan
Regulations referred to in the Guarantee Agreement and the Loan Agreement, is
set out in the Third Schedule to this Act.
PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1968 - SECT 5
Approval of Guarantee Agreement
SECT
5. The execution on behalf of the Commonwealth of the Guarantee Agreement is
approved and that Agreement is declared to have been lawfully executed and
delivered on behalf of the Commonwealth and constitutes a valid and binding
obligation of the Commonwealth in accordance with its terms.
PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1968 - SECT 6
Authorization of endorsement of guarantee on Bonds
SECT
6. The endorsement on behalf of the Commonwealth, in accordance with Section
4.01 of the Guarantee Agreement, of the guarantee on the Bonds referred to in
that Section is authorized and the guarantee, upon being so endorsed,
constitutes a valid and binding obligation of the Commonwealth in accordance
with its terms.
PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1968 - SECT 7
Appropriation
SECT
7. Any payments by the Commonwealth under the Guarantee Agreement are
payable out of the Consolidated Revenue Fund, which is appropriated
accordingly.
PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1968 - SECT 8
Moneys to be paid, and documents to be, free of taxes, &c.
SECT
8. Notwithstanding anything in any law of the Commonwealth or of a State or
Territory, whether passed or made before or after the commencement of this
Act-
(a) all moneys payable as mentioned in Section 3.03 of the Guarantee
Agreement shall be paid without deduction for, and free from, all taxes, and
free from all restrictions as mentioned in that Section;
(b) the documents referred to in Section 3.04 of the Guarantee Agreement
shall be free from all taxes as mentioned in that Section; and
(c) all moneys payable as mentioned in Section 5.09 of the Loan Agreement
shall be paid free from all restrictions as mentioned in that Section.
PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1968 - SECT 9
Audit
SECT
9. The application of section 76 of the Papua and New Guinea Act
1949-1968*2* extends to the accounts maintained and the financial statements
prepared as required by Section 5.07 of the Loan Agreement.
*2* S. 3, definition of "the Territory Administration" and s. 9-Immediately
before its repeal by the Papua New Guinea Independence Act 1975 (No. 98, 1975)
the citation of this Act was the Papua New Guinea Act 1949.
PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1968 - SECT 10
Application of Agreement
SECT
10. If an agreement between the Administration of Papua New Guinea and the
Bank, in accordance with the form in the Second Schedule to the Papua New
Guinea Loan (International Bank) Act 1972 is executed, the references in the
last two preceding sections to the Loan Agreement shall, upon the
first-mentioned agreement becoming effective, be read as references to that
agreement as amended by the first-mentioned agreement.
----------------
PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1968 - SCHEDULE 1
SCH
THE SCHEDULES
FIRST SCHEDULE
Section 4
(1)
GUARANTEE AGREEMENT
AGREEMENT, dated June 28, 1968, between THE COMMONWEALTH OF AUSTRALIA
(hereinafter called the Guarantor) and INTERNATIONAL BANK FOR RECONSTRUCTION
AND
DEVELOPMENT (hereinafter called the Bank).
WHEREAS by an agreement of even date herewith between the Bank and the
Administration of the Territory of Papua and New Guinea (hereinafter called
the
Borrower) which agreement (including the schedules therein referred to) is
hereinafter called the Loan Agreement, the bank has agreed to make to the
Borrower a loan in various currencies in an aggregate principal amount
equivalent to seven million dollars ($7,000,000) on the terms and conditions
set
forth in the Loan Agreement, but only on condition that the guarantor agree
to
guarantee such loan as hereinafter provided; and
WHEREAS the guarantor, in consideration of the Bank's entering into the
Loan
Agreement with the Borrower, has agreed to guarantee such loan as hereinafter
provided;
NOW THEREFORE the parties hereto hereby agree as follows:
ARTICLE I
Section 1.01. The parties to this Guarantee Agreement accept all the
provisions of Loan Regulations No. 4 of the Bank dated February 15, 1961 as
amended February 9, 1967, subject, however, to the modifications thereof set
forth in Schedule 3 to the Loan Agreement (such Loan Regulations No. 4, 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. Without limitation or restriction upon any of the other
covenants on its part in this Agreement contained, the Guarantor hereby
unconditionally guarantees, as primary obligor and not as surety merely, the
due
and punctual payment of the principal of, and the interest and other charges
on,
the Loan, the principal of and interest on the Bonds, and the premium, if
any,
on the prepayment of the Loan or the redemption of the Bonds, all as provided
in
the Loan Agreement and in the Bonds.
Section 2.02. Without limitation or restriction upon the provisions of
Section
2.01 of this Agreement, the Guarantor specifically undertakes, whenever there
is
reasonable cause to believe that the funds available to the Borrower will be
inadequate to meet the estimated expenditures required for carrying out the
Project, to make arrangements, satisfactory to the Bank, promptly to provide
the
Borrower or cause the Borrower to be provided with such funds as are needed
to
meet such expenditures.
ARTICLE III
Section 3.01. It is the mutual intention of the Guarantor 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 Guarantor specifically undertakes
that,
except as the Bank shall otherwise agree, if any lien shall be created on any
assets of the Guarantor or any agency of the Guarantor 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 Guarantor will make
the
foregoing undertaking effective with respect to liens on assets of the States
and Territories of the Guarantor 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 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 business to secure any
indebtedness maturing not more than one year after its date.
Section 3.02. (a) The Guarantor 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 status of the Loan. On the part of the Guarantor,
such information shall include information with respect to financial and
economic conditions in the territories of the Guarantor and the international
balance of payments position of the Guarantor.
(b) The Guarantor 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 Guarantor 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 Guarantor shall afford all reasonable opportunity for accredited
representatives of the Bank to visit any part of the territories of the
Guarantor (including those of the Borrower) for purposes related to the Loan.
Section 3.03. 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,
and
free from all restrictions, imposed under the laws of the Guarantor or laws
in
effect in its territories; provided, however, that the provisions of this
Section shall not apply to taxation of payments under any Bond to a holder
thereof other than the Bank when such Bond is beneficially owned by an
individual or corporate resident of the Guarantor or of its territories.
Section 3.04. This Agreement, the Loan Agreement and the Bonds shall be
free
from any taxes that shall be imposed under the laws of the Guarantor or laws
in
effect in its territories on or in connection with the execution, issue,
delivery or registration thereof.
ARTICLE IV
Section 4.01. The Guarantor shall endorse, in accordance with the
provisions
of the Loan Regulations, its guarantee on the Bonds to be executed and
delivered
by the Borrower. The Treasurer of the Guarantor and such person or persons as
he
shall designate in writing are designated as the authorized representatives
of
the Guarantor for the purposes of Section 6.12 (b) of the Loan Regulations.
ARTICLE V
Section 5.01. The following addresses are specified for the purposes of
Section 8.01 of the Loan Regulations.
For the Guarantor:
The Treasurer
The Commonwealth of Australia
Canberra, Australia
Cable Address:
Comtreasury
Canberra, Australia
For the Bank:
International Bank for Reconstruction and Development
1818 H Street, N.W.
Washington, D.C. 20433
United States of America
Cable address:
Intbafrad
Washington, D.C.
Section 5.02. The Treasurer of the Guarantor is designated for the purposes
of
Section 8.03 (b) of the Loan Regulations.
IN WITNESS WHEREOF, the parties hereto, acting through their
representatives
thereunto duly authorized, have caused this Guarantee Agreement to be signed
in
their respective names, and to be delivered in the District of Columbia,
United
States of America, as of the day and year first above written.
THE COMMONWEALTH OF AUSTRALIA
By KEITH WALLER
Authorized Representative
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
By J. BURKE KNAPP
Vice President
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PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1968 - SCHEDULE 2
SCH
SECOND SCHEDULE
Section 4
(2)
LOAN AGREEMENT
AGREEMENT, dated June 28, 1968 between INTERNATIONAL BANK FOR RECON-
STRUCTION AND DEVELOPMENT (hereinafter called the Bank) and ADMINISTRATION
OF
THE TERRITORY OF PAPUA AND NEW GUINEA (hereinafter called the
Borrower).
ARTICLE I
Loan Regulations
Section 1.01. The parties to this Agreement accept all the provisions of
Loan
Regulations No. 4 of the Bank, dated February 15, 1961 as amended February 9,
1967, subject, however, to the modifications thereof set forth in Schedule 3
to
this Agreement (said Loan Regulations No. 4 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
The Loan
Section 2.01. The Bank agrees to lend to the Borrower an amount in various
currencies equivalent to seven million dollars ($7,000,000).
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. The Borrower shall pay to the Bank a commitment charge at the
rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal
amount of the Loan not withdrawn from time to time from the Loan Account.
Section 2.04. The Borrower shall pay interest at the rate of six and
one-fourth per cent (61/4%) per annum on the principal amount of the Loan so
withdrawn and outstanding from time to time.
Section 2.05. Except as the Bank and the Borrower 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 (1/2 of 1%) per annum on the principal
amount
of any such special commitments outstanding from time to time.
Section 2.06. Interest and other charges shall be payable semi-annually on
May
15 and November 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
Use of Proceeds of the Loan
Section 3.01. The Borrower shall apply the proceeds of the Loan in
accordance
with the provisions of this Agreement exclusively to expenditures on the
Project
described in Schedule 2 to this Agreement. The specific allocation of the
proceeds of the Loan shall be determined by agreement between the Borrower
and
the Bank, subject to modification by further agreement between them.
Section 3.02. Except as the Bank shall otherwise agree, the goods to be
financed out of the proceeds of the Loan shall be procured on the basis of
international competitive bidding as set forth in the "Guidelines Relating to
Procurement under World Bank Loans and IDA Credits" published by the Bank in
February 1968 and in accordance with such other procedures supplementary
thereto
as shall be agreed between the Bank and the Borrower.
Section 3.03. Except as the Borrower and the Bank shall otherwise agree,
the
Borrower shall cause all goods financed out of the proceeds of the Loan to be
used in the territories of the Borrower exclusively in carrying out the
Project.
ARTICLE IV
Bonds
Section 4.01. If and as the Bank shall from time to time request, the
Borrower shall execute and deliver Bonds representing the principal amount of
the Loan as provided in Article VI of the Loan Regulations.
Section 4.02. The Treasurer of the Borrower is designated as authorized
representative of the Borrower for the purposes of Section 6.12 (a) of the
Loan
Regulations. The Treasurer of the Borrower may designate additional or other
representatives by appointment in writing notified to the Bank.
ARTICLE V
Particular Covenants
Section 5.01. (a) The Borrower shall carry out the Project with due
diligence
and efficiency and in conformity with sound engineering, public utility and
financial practices and shall provide, promptly as needed the funds,
facilities,
services and other resources required for the purpose.
(b) The Borrower shall employ competent and experienced consultants
acceptable
to, and upon terms and conditions satisfactory to, the Bank and the Borrower
to
advise on the design, procurement and construction of the Borrower's
long-distance network and other aspects of the Project if necessary.
(c) In the carrying out of the Project, the Borrower shall employ
contractors
acceptable to, and upon terms and conditions satisfactory to, the Bank and
the
Borrower.
Section 5.02. (a) The Borrower shall furnish or 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.
(b) The Borrower shall maintain records adequate to identify the goods
financed out of the proceeds of the Loan, to disclose the use thereof in the
Project, to record the progress of the Project (including the cost thereof)
and
to reflect in accordance with consistently maintained sound accounting
practices
the operations, administration and financial condition of the department,
agency
or agencies of the Borrower responsible for the carrying out of the Project
or
any part thereof; shall enable the Bank's representatives to inspect the
Project, the goods and any relevant records and documents; and shall furnish
or
cause to be furnished to the Bank all such information as the Bank shall
reasonably request concerning the expenditure of the proceeds of the Loan,
the
Project, the goods, and the operations, administration and financial
condition
of the department, agency or agencies of the Borrower responsible for the
carrying out of the Project or any part thereof.
Section 5.03. (a) The Bank and the Borrower 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 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, to the extent possible,
the
international balance of payments position of the Borrower.
(b) The Bank and the Borrower 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 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 5.04. (a) The Borrower shall cause its Posts and Telegraphs
Department
to take out and maintain with responsible insurers or make other provision
satisfactory to the Bank for insurance of the Borrower's telecommunications
facilities against such risks and in such amounts as shall be consistent with
sound practice.
(b) Without limiting the generality of the foregoing, the Borrower
undertakes
to insure or cause to be insured the imported goods to be financed out of the
proceeds of the Loan against marine, transit and other hazards incident to
acquisition, transportation and delivery thereof to the place of use or
installation, and any indemnity under such insurance shall be payable in a
currency freely usable by the Borrower to replace or repair such goods.
Section 5.05. The Borrower shall: (i) cause the telecommunications
facilities
and equipment of the Borrower to be adequately operated and maintained, and
cause all necessary repairs thereof to be made, all in accordance with sound
engineering practices; (ii) provide, promptly as needed, the funds,
facilities,
services and other resources required for the foregoing; and (iii) cause its
Posts and Telegraphs Department to carry out its functions under qualified
and
experienced management.
Section 5.06. It is the mutual intention of the Bank and the Borrower that
no
other external debt shall enjoy any priority over the Loan by way of a lien
on
the assets of the Borrower. To that end, the borrower undertakes that, except
as
the Bank shall otherwise agree, if any lien shall be created on any assets of
the Borrower as security for any external debt, such lien will ipso facto
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 will be made to that effect; provided, however, that
the
foregoing provisions of this Section shall not apply to (i) any lien created
on
property, at the time of purchase thereof, solely as security for the payment
of
the purchase price of such property; or (ii) any lien arising in the ordinary
course of banking transactions and securing a debt maturing not more than one
year after its date.
Section 5.07. Except as the Bank shall otherwise agree, the Borrower shall
cause its Posts and Telegraphs Department to (a) adopt, not later than July
1,
1969, a commercial system of accounting;
(b) keep a pro forma commercial system of accounting for its fiscal year
1968-1969; prepare, on the basis thereof, pro forma financial statements
(balance sheet and related statement of earnings and expenses); have them
audited by the Guarantor's Auditor General and transmit to the Bank, promptly
after their preparation, and not later than four months after the close of
said
fiscal year, certified copies of such audited statements and a signed copy of
the Auditor General's report;
(c) beginning with its fiscal year 1969-1970, have its financial statements
(balance sheet and related statement of earnings and expenses) audited
annually
by the Guarantor's Auditor General or by an independent accountant or
accounting
firm acceptable to the Bank and transmit to the Bank, promptly after their
preparation, and not later than four months after the close of the fiscal
year
to which they apply, certified copies of such audited statements and a signed
copy of each of the Auditor General's, accountant's or accounting firm's
reports; and
(d) maintain separate accounts for (i) its postal and (ii) its
telecommunications services.
Section 5.08. (a) The Borrower shall take all action necessary to establish
and maintain telecommunications rates and charges as will provide sufficient
revenue to:
(i) cover operating expenses, including taxes and levies, if any,
adequate
maintenance and depreciation, and
(ii) produce a reasonable return on the average net fixed assets in
operation
of the Borrower's Department of Posts and Telegraphs related to
telecommunications services.
With this in mind the Borrower undertakes as an objective to achieve a level
of
rates and charges which would produce a return of 8 per cent per annum on the
above basis, as soon as practicable after the completion of the Project. The
Borrower further undertakes to introduce not later than the Effective Date,
agreed rates and charges and thereafter to consult with the Bank from time to
time on what further adjustments in these rates and charges are appropriate
to
reach the objective set out above.
(b) For the purposes of this Section: the rate of return will be calculated
in
respect of each fiscal year by relating the said Department's net operating
income from telecommuncation services for that year to the average net fixed
assets in operation relating to telecommunication services during the same
year;
as used in this subsection the term (i) "net operating income" shall mean
telecommunication services revenues from all sources, less all operating,
administrative and overhead expenses including adequate maintenance,
straight-line depreciation and taxes if any, or any payments in lieu thereof;
(ii) "total net fixed assets in operation" shall mean the gross value of the
total fixed assets in operation, valued in accordance with sound and
consistently maintained methods of valuation or revaluation satisfactory to
the
Bank and the Borrower less accumulated depreciation; and (iii) "average net
fixed assets in operation" shall be determined by adding the value of the
total
net fixed assets in operation at the end of the fiscal year to the value of
the
total net fixed assets in operation at the beginning of that year and
dividing
the total by two.
Section 5.09. 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,
and
free from all restrictions, 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 payments under any Bond to a holder
thereof other than the Bank when such Bond is beneficially owned by an
individual or corporate resident of the Borrower or the Guarantor.
Section 5.10. This Loan Agreement and the Bonds shall be free from any
taxes
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, if any,
imposed
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.
ARTICLE VI
Remedies of the Bank
Section 6.01. (i) If any event specified in paragraph (a), paragraph (b) or
paragraph (d) of Section 5.02 of the Loan Regulations shall occur and shall
continue for a period of thirty days, or (ii) if any event specified in
paragraph (c) or paragraph (f) 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 and to the Guarantor 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
Effective Date; Termination
Section 7.01. The following event is specified as an additional condition
to
the effectiveness of this Agreement within the meaning of Section 9.01 (d) of
the Loan Regulations, namely, the Borrower shall have established
telecommunications rates and charges satisfactory to the Bank.
Section 7.02. If this Agreement shall not have come into force and effect
by
October 31, 1968, this Agreement and all obligations of the parties hereunder
shall terminate, unless the Bank, after consideration of the reasons for the
delay, establishes a later date for purposes of this Section. The Bank shall
promptly notify the Borrower and the Guarantor of such later date.
ARTICLE VIII
Miscellaneous
Section 8.01. The Closing Date shall be June 30, 1973, or such other date
as
shall be agreed between the Borrower and the Bank as the Closing Date.
Section 8.02. The following addresses are specified for the purposes of
Section 8.01 of the Loan Regulations:
For the Bank:
International Bank for Reconstruction and Development
1818 H Street, N.W.
Washington, D.C. 20433
United States of America
Cable address:
Intbafrad
Washington, D.C.
For the Borrower:
Director of Posts and Telegraphs
Port Moresby
Papua and New Guinea
Cable address:
Postal
Port Moresby
Section 8.03. The Treasurer of the Borrower is designated for the purposes
of
Section 8.03 (a) of the Loan Regulations.
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.
INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
By J. BURKE KNAPP
Vice President
ADMINISTRATION OF THE TERRITORY
OF PAPUA AND NEW GUINEA
By G. A. LOW
Authorized Representative
Schedule 1
Amortization Schedule
------------------------------------------
Payment of
Principal
Date Payment Due (expressed in
dollars)*
------------------------------------------
November 15, 1973 135,000
May 15, 1974 140,000
November 15, 1974 145,000
May 15, 1975 150,000
November 15, 1975 155,000
May 15, 1976 160,000
November 15, 1976 165,000
May 15, 1977 170,000
November 15, 1977 175,000
May 15, 1978 180,000
November 15, 1978 185,000
May 15, 1979 190,000
November 15, 1979 200,000
May 15, 1980 205,000
November 15, 1980 210,000
May 15, 1981 215,000
November 15, 1981 225,000
May 15, 1982 230,000
November 15, 1982 240,000
May 15, 1983 245,000
November 15, 1983 255,000
May 15, 1984 260,000
November 15, 1984 270,000
May 15, 1985 280,000
November 15, 1985 285,000
May 15, 1986 295,000
November 15, 1986 305,000
May 15, 1987 315,000
November 15, 1987 325,000
May 15, 1988 335,000
November 15, 1988 355,000
------------------------------------------
* 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.
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
1/2%
More than three years but not more than six years before maturity
11/2%
More than six years but not more than eleven years before maturity
21/2%
More than eleven years but not more than sixteen years before maturity
33/4%
More than sixteen years but not more than eighteen years before
maturity
5%
More than eighteen years before maturity
61/4%
------------------------------------------------------------------------------
--
Schedule 2
Description of Project
The Project consists of the Borrower's program for the modernization and
expansion of local and long-distance telecommunication facilities during the
period 1968 to 1972 and includes:
1. Approximately 10,000 lines of local automatic exchange equipment with
corresponding buildings, subscribers' installations and connecting cables,
lines
and radio links and associated equipment to connect with the long-distance
network.
2. A UHF radio long-distance system connecting Port Moresby, Lae, Madang,
Goroka and Mount Hagen together with telephone and telegraph channelling
equipment to meet initial requirements.
3. VHF and HF radio long-distance links to connect with approximately 26
more
remote exchanges of the Territory, together with associated telephone and
telegraph channelling equipment.
4. Switching equipment and terminal machines for the telegraph and telex
services.
The Project will be carried out by the Posts and Telegraphs Department of
the
Borrower and is expected to be completed by June 30, 1972.
Schedule 3
Modifications of Loan Regulations No. 4
For the purposes of this Agreement the provisions of Loan Regulations No. 4
of
the Bank, dated February 15, 1961 as amended February 9, 1967, are modified
as
follows:
(a) The last sentence of Section 4.01 is deleted and the following
sentence
is substituted therefor:
"Except as shall be otherwise agreed between the Bank and the Borrower,
no
withdrawals shall be made on account of (a) expenditures prior to the date of
the Loan Agreement or (b) expenditures for goods produced in (including
services
supplied from) the territories of the Borrower or (c) expenditures in the
territories of any country which is not a member of the Bank (other than
Switzerland) or for goods produced in (including services supplied from) such
territories."
(b) Paragraphs (d) and (f) of Section 5.02 are deleted and the following
paragraphs are substituted therefor:
"(d) An extraordinary situation shall have arisen which shall make it
improbable that the Borrower or the Guarantor will be able to perform its
obligations under the Loan Agreement or the Guarantee Agreement or the Bonds,
or
there shall occur any such change in the nature and constitution of the
Borrower
as shall make it improbable that the Borrower will be able to carry out its
obligations under the Loan Agreement or the Bonds".
"(f) Without the concurrence of the Bank, the Department of Posts and
Telegraphs of the Borrower shall be made a corporate body or otherwise given
separate legal existence."
(c) Paragraphs (e) and (j) of Section 5.02 are deleted.
(d) The last sentence of paragraph (k) of Section 7.04 is deleted and the
following sentence is substituted therefor:
"Notwithstanding the foregoing, this Section shall not authorize any
entry
of judgment or enforcement of the award against the Borrower or the Guarantor
(as the case may be) except as such procedure may be available against the
Borrower or the Guarantor (as the case may be) otherwise than by reason of
the
provisions of this Section."
(e) The first sentence of paragraph (1) of Section 7.04 is deleted and the
following sentence is substituted therefor:
"(1) Service of any notice or process in connection with any proceeding
under this Section or in connection with any proceeding to enforce any award
rendered pursuant to this Section may be made upon the Bank and (to the
extent
that such proceeding is available against the Borrower or the Guarantor) upon
the Borrower or the Guarantor in the manner provided in Section 8.01."
(f) Section 8.03 is renumbered as Section 8.03 (b) and a new Section 8.03
(a)
is inserted reading as follows:
"Section 8.03 (a). Action on behalf of Borrower. Any action
required or permitted to be taken, and any documents required or permitted to
be
executed, under the Loan Agreement on behalf of the Borrower may be taken or
executed by the representative of the Borrower designated in the Loan
Agreement
for the purposes of this Section or any person thereunto authorized in
writing
by him. Any modification or amplification of the provisions of the Loan
Agreement may be agreed to on behalf of the Borrower by written instrument
executed on behalf of the Borrower by the representative so designated or any
person thereunto authorized in writing by him; provided that, in the opinion
of
such representative, such modification or amplification is reasonable in the
circumstances and will not substantially increase the obligations of the
Borrower under the Loan Agreement. The Bank may accept the execution by such
representative or other person of any such instrument as conclusive evidence
that in the opinion of such representative any modification or amplification
of
the provisions of the Loan Agreement effected by such instrument is
reasonable
in the circumstances and will not substantially increase the obligations of
the
Borrower thereunder."
(g) Paragraph (a) of Section 9.01 is deleted and the following paragraph is
substituted therefor:
"(a) that the execution and delivery of the Loan Agreement on behalf of
the Borrower have been duly authorized or ratified by all necessary
governmental
action, including action of the Guarantor"
(h) Paragraph (c) of Section 9.01 is deleted.
(i) Paragraph (b) of Section 9.02 is deleted and the following paragraph is
substituted therefor:
"(b) on behalf of the Guarantor:
(i) that the Ordinance of the Borrower authorizing or ratifying the
Loan Agreement has been laid before each House of Parliament of the
Guarantor;
(ii) that the Guarantee Agreement has been duly authorized or
ratified
by, and executed and delivered on behalf of, the Guarantor and constitutes a
valid and binding obligation of the Guarantor in accordance with its terms;
(iii) that the guarantee on the Bonds when executed and delivered in
accordance with the Guarantee Agreement will constitute a valid and binding
obligation of the Guarantor in accordance with its terms and that, except as
stated in such opinion, no signatures or formalities other than those
provided
for in the Guarantee Agreement are required for that purpose."
(j) The word "Guarantor" is deleted in paragraph 12 of Section 10.01 and
the
word "Borrower" is substituted therefor.
(k) The eighth paragraph of the Form of Registered Bond without Coupons set
forth in Schedule 1 and the seventh paragraph of the Form of Coupon Bond set
forth in Schedule 2 are deleted and the following paragraph is substituted
therefor in each such 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 or duties of any nature or any
restrictions now or at any time hereafter imposed under the laws of
(name of Guarantor), or of (the
Borrower) or laws in effect in their territories; provided, however,
that the provisions of this paragraph shall not apply to taxation imposed (a)
under the laws of (name of Guarantor) or laws in effect in
its territories on or in connection with payments under any Bond to a holder
thereof other than the Bank when such Bond is beneficially owned by an
individual or corporate resident of (name of Guarantor) or
of its territories or (b) under the laws of (the Borrower)
or laws in effect in its territories on or in connection with payments under
any
Bond to a holder thereof other than the Bank when such Bond is beneficially
owned by an individual or corporate resident of (the Borrower)
or (the Guarantor)."
----------
PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1968 - SCHEDULE 3
SCH
THIRD SCHEDULE
Section 4
(3)
LOAN REGULATIONS No. 4
Dated February 15, 1961, as amended February 9, 1967
ARTICLE I
Purpose: Application to Loan and Guarantee Agreements
Section 1.01. Purpose. The purpose of these Regulations is to set
forth certain terms and conditions generally applicable to loans made by the
Bank to borrowers other than its members.
Section 1.02. Application of Regulations. Any loan agreement between
the Bank and a borrower other than a member and any guarantee agreement
between
the Bank and a member may provide that the parties thereto accept the
provisions
of these Regulations. To the extent so provided in any such agreement, these
Regulations shall apply thereto and shall govern the rights and obligations
thereunder of the parties thereto with the same force and effect as if they
were
fully set forth therein. No revocation or amendment of these Regulations
shall
be effective in respect of any such agreement unless the parties thereto
shall
so agree.
Section 1.03. Inconsistency with Loan and Guarantee Agreements. If any
provision of a loan agreement or guarantee agreement is inconsistent with a
provision of these Regulations, the provision of the loan agreement or
guarantee
agreement, as the case may be, shall govern.
ARTICLE II
Loan Account; Interest and Other Charges; Repayment; Place of Payment
Section 2.01. Loan Account. The amount of the Loan shall be credited
to a Loan Account which the Bank shall open on its books in the name of the
Borrower. The amount of the Loan may be withdrawn from the Loan Account as
provided in the Loan Agreement and in these Regulations.
Section 2.02. Commitment Charge. A commitment charge at the rate
specified in the Loan Agreement shall be payable on the unwithdrawn amount of
the Loan. Such commitment charge shall accrue from a date 60 days after the
date
of the Loan Agreement to the respective dates on which amounts shall be
withdrawn by the Borrower from the loan Account or shall be cancelled.
Section 2.03. Interest. Interest at the rate specified in the Loan
Agreement shall be payable on the amount of the Loan withdrawn from the Loan
Account and outstanding from time to time. Interest shall accrue from the
respective dates on which amounts shall be so withdrawn.
Section 2.04. Computation of Interest and Other Charges. Interest and
all other charges shall be computed on the basis of a 360-day year of twelve
30-day months.
Section 2.05. Repayment.
(a) The principal amount of the Loan withdrawn from the Loan Account shall
be
repayable in accordance with the amortization schedule to the 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. Place of Payment. The principal (including premium, if
any) of, and interest and other charges on, the Loan shall be paid at such
places as the Bank shall reasonably request. The principal of the Bonds, the
interest accruing thereon and the premium, if any, on the redemption thereof
shall be paid at the places specified in the Bonds, except that payments
under
any Bonds held by the Bank shall be made at such places as the Bank shall
reasonably request.
ARTICLE III
Currency Provisions
Section 3.01. Denomination of the Loan. Where the amount of the Loan
is expressed in either of the following manners:
(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. Currencies in Which Withdrawals Are to Be Made. The
Borrower shall use reasonable efforts to assure that the cost of goods
financed
out of the Loan is payable in the respective currencies of the countries from
which such goods are acquired. Except as the Bank and the Borrower shall
otherwise agree, withdrawals shall be made either in the respective
currencies
in which the cost of goods has been paid or is payable or in the currency in
which the Loan is denominated, as the Bank may from time to time elect.
Section 3.03. Currency in Which Principal and Premium Are Payable;
Maturities.
(a) The principal of the Loan shall be repayable in the several currencies
withdrawn from the Loan Account and the amount repayable in each currency
shall
be the amount withdrawn in that currency. 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 repayment 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.
(d) For the purposes of facilitating the sale of portions of the Loan or of
Bonds or of other loans made by the Bank to the Borrower or of bonds
representing such loans, in connection with any such sale and notwithstanding
the provisions of paragraph (a) of this Section or of similar provisions of
loan
regulations of the Bank applicable to any other loan agreement between the
Borrower and the Bank:
(i) the Bank and the Borrower, with the approval of the Guarantor, may
from
time to time agree that any such portion of the Loan, or of any other loan
made
by the Bank to the Borrower, repayable in one currency may be made repayable
in
one or more other currencies, and from the date specified in such agreement
such
portion of the Loan or of such other loan shall be repayable in such other
currency or currencies; and
(ii) the Bank, with the approval of the Guarantor, may from time to time
by
notice to the Borrower interchange equivalent portions of any loan (including
the Loan) outstanding between the Borrower and the Bank and any other such
loan
or loans repayable in different currencies under the provisions of paragraph
(a)
of this Section or under similar provisions of loan regulations of the Bank
applicable to the loan agreements under which the loans in question were
made,
provided that after such interchange the aggregate amount to be repaid in any
currency in respect of the loans in question, and the amounts of the
maturities
set forth in the respective amortization schedules applicable to the
repayment
of such loans, shall not be varied.
Section 3.04. Currency in Which Interest Is Payable. Interest on any
portion of the Loan shall be payable in the currency in which the principal
of
such portion of the Loan is repayable.
Section 3.05. Currency in Which Commitment Charge Is Payable. The
commitment charge and the charge for any special commitment pursuant to
Section
4.02 shall be payable in the currency in which the Loan is denominated.
Section 3.06. Purchase of Currencies. The Bank will, at the request of
the Borrower and on such terms and conditions as the Bank shall determine,
purchase any currency needed by the Borrower for payment of principal,
interest
and other charges required under the Loan Agreement upon payment by the
Borrower
of sufficient funds therefore in a currency or currencies to be specified by
the
Bank from time to time. In purchasing the currencies required the Bank shall
be
acting as agent of the Borrower and the Borrower shall be deemed to have made
any payment required under the Loan Agreement only when and to the extent
that
the Bank has received such payment in the currency or currencies required.
Section 3.07. Valuation of Currencies. Whenever it shall be necessary
for the purposes of the Loan Agreement to determine the value of one currency
in
terms of another, such value shall be as reasonably determined by the Bank.
Section 3.08. Exchange Restrictions. Any payment required under the
Loan Agreement to be made to the Bank in the currency of any country shall be
made in such manner, and in currency acquired in such manner, as shall be
permitted under the laws of such country for the purpose of making such
payment
and effecting the deposit of such currency to the account of the Bank with a
depository of the Bank in such country.
ARTICLE IV
Withdrawal of Proceeds of Loans
Section 4.01. Withdrawal from the Loan Account. The Borrower shall be
entitled to withdraw from the Loan Account (i) such amounts as shall have
been
paid for the reasonable cost of goods to be financed under the Loan
Agreement;
and (ii), if the Bank shall so agree, such amounts as shall be required to
meet
payments to be made for the reasonable cost of such goods. Except as shall be
otherwise agreed between the Bank and the Borrower, no withdrawals shall be
made
on account of (a) expenditures prior to the Effective Date or (b)
expenditures
in the currency of the Guarantor or for goods produced in (including services
supplied from) the territories of the Guarantor or (c) expenditures in the
territories of any country which is not a member of the Bank (other than
Switzerland) or for goods produced in (including services supplied from) such
territories.
Section 4.02. Special Commitments by the Bank. Upon the Borrower's
request and upon such terms and conditions as shall be agreed upon between
the
Bank and the Borrower, the Bank may enter into special commitments in writing
to
pay amounts to the Borrower or others in respect of the cost of goods
notwithstanding any subsequent suspension or cancellation.
Section 4.03. Applications for Withdrawal or for Special Commitment.
When the Borrower shall desire to withdraw any amount from the Loan Account
or
to request the Bank to enter into a special commitment pursuant to Section
4.02,
the Borrower shall deliver to the Bank a written application in such form,
and
containing such statements and agreements, as the Bank shall reasonably
request.
Applications for withdrawal, with the necessary documentation as hereinafter
in
this Article provided, shall, except as the Bank and the Borrower shall
otherwise agree, be made promptly in relation to expenditures for the
Project.
Section 4.04. Supporting Evidence. The Borrower shall furnish to the
Bank such documents and other evidence in support of the application as the
Bank
shall reasonably request, whether before or after the Bank shall have
permitted
any withdrawal requested in the application.
Section 4.05. Sufficiency of Applications and Documents. Each
application and the accompanying documents and other evidence must be
sufficient
in form and substance to satisfy the Bank that the Borrower is entitled to
withdraw from the Loan Account the amount applied for and that the amount to
be
withdrawn from the Loan Account is to be used only for the purposes specified
in
the Loan Agreement.
Section 4.06. Payment by the Bank. Payment by the Bank of amounts
which the Borrower is entitled to withdraw from the Loan Account shall be
made
to or on the order of the Borrower.
ARTICLE V
Cancellation and Suspension
Section 5.01. Cancellation by the Borrower. The Borrower may by notice
to the Bank cancel any amount of the Loan which the Borrower shall not have
withdrawn prior to the giving of such notice, except that the Borrower may
not
so cancel any amount of the Loan in respect of which the Bank shall have
entered
into a special commitment pursuant to Section 4.02.
Section 5.02. Suspension by the Bank. If any of the following events
shall have happened and be continuing, the Bank may by notice to the Borrower
suspend in whole or in part the right of the Borrower to make withdrawals
from
the Loan Account:
(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, interest,
service charge or any other payment required under any other loan agreement
between the Bank and the Borrower, or any loan agreement or guarantee
agreement
between the Guarantor and the Bank, or under any bond delivered pursuant to
any
such agreement or under any credit agreement between the Borrower or the
Guarantor and the Association.
(c) A default shall have occurred in the performance of any other
convenant
or agreement on the part of the Borrower or the Guarantor under the Loan
Agreement, the Guarantee Agreement or the Bonds.
(d) An extraordinary situation shall have arisen which shall make it
improbable that the Borrower or the Guarantor will be able to perform its
obligations under the Loan Agreement or the Guarantee Agreement or the Bonds.
(e) The Borrower shall have been unable to pay its debts as they mature or
any action or proceedings shall have been taken by the Borrower or by others
whereby any of the property of the Borrower shall or may be distributed among
its creditors.
(f) The Guarantor or any other authority having jurisdiction shall have
taken
any action for the dissolution or disestablishment of the Borrower or for the
suspension of its operations.
(g) The Guarantor shall have been suspended from Membership in or ceased
to
be a member of the Bank.
(h) The Guarantor 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.
(i) After the date of the Loan Agreement and prior to the Effective Date
any
events 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
and the Guarantee Agreement had been effective on the date such event
occurred.
(j) Prior to the Effective Date, any material adverse change in the
condition
of the Borrower, as represented or warranted to the Bank, shall have
occurred.
(k) The Borrower or the Guarantor shall have failed to fulfill an
obligation
to make payment of principal, interest, service charge or any other payment
required under the Loan Agreement, the Guarantee Agreement or the Bonds, or
under any other loan agreement between the Borrower and the Bank, loan
agreement
or guarantee agreement between the Guarantor and the Bank or under any bond
delivered pursuant to any such agreement or under credit agreement between
the
Borrower or the Guarantor and the Association, notwithstanding the fact that
such payment is made by a third party.
(l) 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 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. Cancellation by the Bank. If (a) the right of the
Borrower to make withdrawals from the Loan Account shall have been suspended
with respect to any amount of the Loan for a continuous period of thirty
days,
or (b) by the date specified in the Loan Agreement as the Closing Date an
amount
of the Loan shall remain unwithdrawn from the Loan Account, the Bank may by
notice to the Borrower terminate the right of the Borrower to make
withdrawals
with respect to such amount. Upon the giving of such notice such amount of
the
Loan shall be cancelled.
Section 5.04. Amounts Subject to Special Commitment Not Affected by
Cancellation or Suspension by the Bank. No cancellation or suspension by the
Bank shall apply to amounts subject to any special commitment entered into by
the Bank pursuant to Section 4.02 except as expressly provided in such
commitment.
Section 5.05. Application of Cancellation to Maturities of the Loan.
Except as otherwise agreed between the Bank and the Borrower, any
cancellation
shall be applied pro rata to the several maturities of the principal
amount of the Loan as set forth in the amortization schedule to the Loan
Agreement, except that the principal amount of any such maturity so cancelled
shall not exceed the amount of such maturity remaining after deducting the
principal amount of Bonds of such maturity theretofore delivered or requested
pursuant to Article VI and the Bonds or portions of the Loan of such maturity
theretofore sold or agreed to be sold by the Bank.
Section 5.06. Effectiveness of Provisions after Suspension or
Cancellation. Notwithstanding any cancellation or suspension, all the
provisions of these Regulations, the Loan Agreement and the Guarantee
Agreement
shall continue in full force and effect except as in this Article
specifically
provided.
ARTICLE VI
Bonds
Section 6.01. Delivery of Bonds. The Borrower shall execute and
deliver Bonds representing the principal amount of the Loan and having the
guarantee of the Guarantor endorsed thereon, all as hereinafter in this
article
provided.
Section 6.02. Payments on Bonds. The payment of the principal of any
Bonds shall pro tanto discharge the obligation of the Borrower to repay
the principal of the Loan; and the payment of interest on any Bonds and of
the
service charge, if any, provided for in Section 6.04, shall pro tanto
discharge the obligation of the Borrower to pay interest on the Loan.
Section 6.03. Time of Delivery of Bonds. If and as the Bank shall from
time to time request, the Borrower shall, as soon as practicable and within
such
period not less than 60 days after the date of any request therefor as the
Bank
shall specify in such request, execute and deliver to or on the order of the
Bank Bonds in the aggregate principal amount specified in such request, not
exceeding, however, the aggregate principal amount of the Loan which shall
have
been withdrawn and shall be outstanding at the time of such request and for
which Bonds shall not theretofore have been so delivered or requested.
Section 6.04. Interest on Bonds; Service Charge. The Bonds shall bear
interest at such rate or rates as the Bank shall request, not in excess,
however, of the rate of interest on the Loan. If the rate of interest on any
Bond shall be less than the rate of interest on the Loan, the Borrower shall,
in
addition to the interest payable on such Bond, pay to the Bank a service
charge
on the principal amount of the Loan represented by such Bond at a rate equal
to
the difference between the interest rate on the Loan and the interest rate on
such Bond. Such service charge shall be payable on the dates on which and in
the
currency in which such interest is payable.
Section 6.05. Currency in Which Bonds Are Payable. The Bonds shall be
payable as to principal and interest in the several currencies in which the
loan
is repayable. Each Bond delivered pursuant to any request under Section 6.03
or
under Section 6.11 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. Maturities of Bonds. The maturities of the Bonds shall
correspond to the maturities of instalments of the principal amount of the
Loan
set forth in the amortization schedule to the Loan Agreement. The Bonds
delivered pursuant to any request under Section 6.03 or under Section 6.11
shall
have such maturities as the Bank shall specify in such request except that
the
aggregate principal amount of Bonds of any maturity shall at no time exceed
the
corresponding instalment of the principal amount of the Loan.
Section 6.07. Form of Bonds and of Guarantee. The Bonds shall be fully
registered bonds without coupons (hereinafter sometimes called registered
Bonds)
or bearer bonds with coupons for semi-annual interest attached (hereinafter
sometimes called coupon Bonds). Bonds delivered to the Bank shall be
registered
Bonds or coupon Bonds as the Bank shall request. Registered Bonds payable in
dollars shall be substantially in the form set forth in Schedule 1 to these
Regulations. Coupon Bonds payable in dollars and the coupons attached thereto
shall be substantially in the forms set forth in Schedule 2 to these
Regulations. The form of guarantee to be endorsed by the Guarantor upon the
Bonds shall be substantially as set forth in Schedule 3 to these Regulations.
Bonds payable in any currency other than dollars and the guarantee endorsed
thereon shall be substantially in the forms set forth in Schedules 1 and 3 or
2
and 3 to these Regulations, as the case may be, except that they shall (a)
provide for payment of principal, interest and premium on redemption, if any,
in
such other currency, (b) provide for such place of payment as the Bank shall
specify, and (c) contain such other modifications as the Bank shall
reasonably
request in order to conform to the laws or to the financial usage of the
place
where they are payable.
Section 6.08. Printing or Engraving of Bonds. Except as the Bank and
the Borrower shall otherwise agree and subject to the provisions of Section
6.11
(b), the Bonds shall be either (a) printed or lithographed on an engraved
base
having an engraved border or (b) fully engraved in conformity with the
requirements of the leading securities exchange in the country in whose
currency
such Bonds are payable.
Section 6.09. Date of Bonds. Each registered Bond shall be dated the
semi-annual interest payment date on which or next preceding the date on
which
it shall be executed and delivered. Each coupon Bond shall be dated six
months
prior to the first semi-annual interest payment date after the Effective Date
except as the Bank and the Borrower shall otherwise agree, and shall be
delivered with all unmatured coupons attached. Upon any delivery of Bonds
appropriate adjustment shall be made so that there shall be no loss to the
Bank
or to the Borrower in respect of commitment charge or interest and service
charge, if any, on the principal amount of the Loan represented by such
Bonds.
Section 6.10. Denominations of Bonds. The Borrower shall authorize the
issuance of Bonds in such denominations as the Bank shall reasonably request.
The Bonds delivered pursuant to any request under Section 6.03 or under
Section
6.11 shall be in such authorized denominations as the Bank shall specify in
such
request.
Section 6.11. Exchange of Bonds. The Borrower shall, as soon as
practicable after the Bank shall so request, execute and deliver to or on the
order of the Bank, in exchange for Bonds theretofore executed and delivered
to
it, new Bonds in accordance with the following provisions:
(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
Section
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.
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. Execution of Bonds and Guarantee.
(a) The Bonds shall be signed in the name and on behalf of the Borrower by
its
authorized representative or representatives designated in the Loan Agreement
for the purposes of this Section. The signature of any such representative
may
be a facsimile signature if the Bonds are also manually countersigned by an
authorized representative of the Borrower. Coupons attached to coupon Bonds
shall be authenticated by the facsimile signature of an authorized
representative of the Borrower. If any authorized representative of the
Borrower
whose manual or facsimile signature shall be affixed to any Bond or coupon
shall
cease to be such authorized representative, such Bond or coupon may
nevertheless
be delivered, and shall be valid and binding on the Borrower, as though the
person whose manual or facsimile signature shall have been affixed to such
Bond
or coupon had not ceased to be such authorized representative.
(b) The guarantee on the Bonds shall be signed in the name and on behalf of
the Guarantor by its authorized representative or representatives designated
in
the Guarantee Agreement for the purposes of this Section. The signature of
any
such representative may be a facsimile signature if such guarantee is also
countersigned manually by an authorized representative of the Guarantor. If
any
authorized representative of the Guarantor whose manual or facsimile
signature
shall be affixed to any such guarantee shall cease to be such authorized
representative, the Bond on which such guarantee is endorsed may nevertheless
be
delivered under the Loan Agreement and such guarantee shall be valid and
binding
on the Guarantor as though the person whose manual or facsimile signature
shall
have been affixed to such guarantee had not ceased to be such authorized
representative.
Section 6.13. Registration and Transfer of Registered Bonds. The
Borrower shall maintain, or cause to be maintained, books for the
registration
and transfer of registered Bonds.
Section 6.14. Qualification and Listing of Bonds. The Borrower and the
Guarantor shall promptly furnish to the Bank such information and execute
such
applications and other documents as the Bank shall reasonably request in
order
to enable the Bank to sell any of the Bonds in any country, or to list any of
the Bonds on any securities exchange, in compliance with applicable laws and
regulations. To the extent necessary to comply with the requirements of any
such
exchange, the Borrower and the Guarantor shall, if the Bank shall so request,
appoint and maintain an agency for authentication of such Bonds.
Section 6.15. Guarantee by the Bank of Payments on Bonds. If the Bank
shall sell any Bond and shall guarantee any payment thereunder, the Borrower
shall reimburse the Bank for any amount paid by the Bank under such guarantee
by
reason of any failure of the Borrower and the Guarantor to make payment in
accordance with the terms of such Bond.
Section 6.16. Redemption of Bonds.
(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. Rights of Holders of Bonds. No holder (other than the
Bank) of any Bond shall, by virtue of being the holder thereof, be entitled
to
exercise any rights under the Loan Agreement or the Guarantee Agreement or be
subject to any of the conditions or obligations imposed upon the Bank
thereby.
The provisions of this Section shall not impair or affect any rights or
obligations under the terms of any Bond or of any guarantee endorsed thereon.
Section 6.18. Delivery of Promissory Notes in Lieu of Bonds. At the
request of the Bank the Borrower shall execute and deliver to the Bank
promissory notes in lieu of Bonds. Each note shall be payable to the order of
such payee or payees, and at such place within the country in which the note
is
payable, as the Bank shall specify, and shall be dated the interest payment
date next preceding the date of its delivery. Such note shall be in such
customary form as the Bank and the Borrower shall mutually agree upon in
order
to conform to the laws or financial usage of the place where it is payable.
Except as otherwise expressly provided in this Section or where the context
otherwise requires, references in these Regulations and the Loan Agreement
and
Guarantee Agreement to Bonds shall include any promissory notes executed and
delivered under this Section.
Section 6.19. Legal Opinions. Upon the execution and delivery of any
Bonds pursuant to this Article, the Borrower shall promptly at the Bank's
request furnish to the Bank an opinion or opinions of counsel acceptable to
the
Bank confirming as of the date of delivery of such Bonds that such Bonds
constitute valid and binding obligations of the Borrower in accordance with
their terms and that the guarantee endorsed thereon constitutes a valid and
binding obligation of the Guarantor in accordance with its terms.
ARTICLE VII
Enforceability of Loan Agreement and Guarantee Agreement; Failure to Exercise
Rights;
Arbitration
Section 7.01. Enforceability. The rights and obligations of the Bank,
the Borrower and the Guarantor under the Loan Agreement, the Guarantee
Agreement
and the Bonds shall be valid and enforceable in accordance with their terms
notwithstanding the law of any state, or political subdivision thereof, to
the
contrary. Neither the Bank nor the Borrower nor the Guarantor shall be
entitled
in any proceeding under this Article to assert any claim that any provision
of
these Regulations or of the Loan Agreement, the Guarantee Agreement or the
Bonds
is invalid or unenforceable because of any provision of the Articles of
Agreement of the Bank or for any other reason.
Section 7.02. Obligations of the Guarantor. The obligations of the
Guarantor under the Guarantee Agreement shall not be discharged except by
performance and then only to the extent of such performance. Such obligations
shall not be subject to any prior notice to, demand upon or action against
the
Borrower or to any prior notice to or demand upon the Guarantor with regard
to
any default by the Borrower, and shall not be impaired by any of the
following:
any extension of time, forbearance or concession given to the Borrower; any
assertion of, or failure to assert, or delay in asserting, any right, power
or
remedy against the Borrower or in respect of any security for the Loan; any
modification or amplification of the provisions of the Loan Agreement
contemplated by the terms thereof; any failure of the Borrower to comply with
any requirement of any law, regulation or order of the Guarantor or of any
political subdivision or agency of the Guarantor.
Section 7.03. Failure to Exercise Rights. No delay in exercising, or
omission to exercise any right, power or remedy accruing to any party under
the
Loan Agreement or Guarantee Agreement upon any default shall impair any such
right, power or remedy or be construed to be a waiver thereof or an
acquiescence
in such default; nor shall the action of such party in respect of any
default,
or any acquiescence in any default, affect or impair any right, power or
remedy
of such party in respect of any other or subsequent default.
Section 7.04. Arbitration.
(a) Any controversy between the parties to the Loan Agreement or the
parties
to the Guarantee Agreement and any claim by any such party against any other
such party arising under the Loan Agreement, the Guarantee 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 on the one side and
the
Borrower and the Guarantor on the other side.
(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 Guarantor or, if they shall not
agree, by the Guarantor; 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
side 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 orginal arbitrator.
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