Papua and New Guinea Loan (International Bank) Act 1970 (Cth)
This compilation was prepared on 14 Novvember 2000
taking into account amendments up to Act No. 216 of 1973
The text of any of those amendments not in force
on that date is appended in the Notes section
The operation of amendments that have been incorporated may be
affected by application provisions that are set out in the Notes section
Prepared by the Office of Legislative Drafting,
Attorney‑General’s Department, Canberra
Contents
This Act may be cited as the
Papua and New Guinea Loan (International Bank) Act 1970 .
This Act shall come into operation on the day on which it receives the Royal Assent.
In this Act;
the Bank means the International Bank for Reconstruction and Development.
the Development Credit Agreement means the agreement made on the twenty‑fourth day of June, One thousand nine hundred and seventy, between the Territory Administration and the International Development Association, being the Development Credit Agreement referred to in the Guarantee Agreement and the Loan Agreement.
the Guarantee Agreement means the agreement made on the twenty‑fourth day of June, One thousand nine hundred and seventy, between the Commonwealth and the Bank.
the Loan Agreement means the agreement made on the twenty‑fourth day of June, One thousand nine hundred and seventy, between the Territory Administration and the Bank, being the Loan Agreement referred to in the Guarantee Agreement.
the Territory Administration means the Administration 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 thePapua and New Guinea Act 1949‑1968 .
(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 General Conditions Applicable to Loan and Guarantee Agreements of the Bank, being the General Conditions Applicable to Loan and Guarantee Agreements referred to in the Guarantee Agreement and the Loan Agreement, is set out in the Third Schedule to this Act.
(4) A copy of the Development Credit Agreement is set out in the Fourth Schedule to this Act.
(5) A copy of the General Conditions Applicable to Development Credit Agreements of the International Development Association, being the General Conditions Applicable to Development Credit Agreements referred to in the Development Credit Agreement, is set out in the Fifth Schedule to this Act.
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.
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.
Any payments by the Commonwealth under the Guarantee Agreement are payable out of the Consolidated Revenue Fund, which is appropriated accordingly.
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 5.04 of the Loan Agreement shall be paid without deduction for, and free from, all taxes, and free from all restrictions, as mentioned in that Section.
Section 4(1)
AGREEMENT, dated June 24, 1970, between THE COMMONWEALTH OF AUSTRALIA (hereinafter called the Guarantor) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank).
WHEREAS by a Development Credit Agreement of even date herewith between the International Development Association (hereinafter called the Association) and the Administration of the TERRITORY OF PAPUA AND NEW GUINEA (hereinafter called the Borrower) the Association has agreed to make available to the Borrower a development credit in various currencies equivalent to four million five hundred thousand dollars ($4,500,000), on the terms and conditions set forth in the Development Credit Agreement;
WHEREAS by a Loan Agreement of even date herewith between the Bank and the Borrower, the Bank has agreed to make to the Borrower a loan in various currencies equivalent to four million five hundred thousand dollars ($4,500,000), on the terms and conditions set forth in the Loan Agreement, but only on condition that the Guarantor agree to guarantee the obligations of the Borrower in respect of 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 so to guarantee such obligations of the Borrower;
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 the General Conditions Applicable to Loan and Guarantee Agreements of the Bank dated January 31, 1969, with the same force and effect as if they were fully set forth herein, subject, however, to the modifications thereof set forth in Schedule 2 to the Loan Agreement (said General Conditions Applicable to Loan and Guarantee Agreements, as so modified, being hereinafter called the General Conditions).
Section 1.02. Wherever used in this Guarantee Agreement, unless the context otherwise requires, the several terms defined in the General Conditions and in Section 1.02 of the Loan Agreement have the respective meanings therein set forth.
ARTICLE II
Section 2.01. Without limitation or restriction upon any of the other covenants on its part in this Guarantee 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 Guarantee 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 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 an 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; or (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 co‑operate 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 Guarantee 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 General Conditions, its guarantee on the Bonds to be executed and delivered by the borrower. The Treasurer of the Guarantor and such other person or persons as he shall appoint in writing are designated as the authorized representatives of the Guarantor for the purposes of Section 8.10 of the General Conditions.
ARTICLE V
Section 5.01. The Treasurer of the Guarantor is designated as the representative of the Guarantor for the purposes of Section 10.03 of the General Conditions.
Section 5.02. The following addresses are specified for the purposes of Section 10.01 of the General Conditions.
For the Guarantor:
The Treasurer
The Commonwealth of Australia
Canberra, A.C.T. 2600
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.
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 delivered in the District of Columbia, United States of America, as of the day and year first above written.
THE COMMONWEALTH OF AUSTRALIA
By J. PLIMSOLL
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
By J. BURKE KNAPP
Section 4(2)
AGREEMENT, dated June 24, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank) and ADMINISTRATION OF THE TERRITORY OF PAPUA AND NEW GUINEA (hereinafter called the Borrower).
WHEREAS the Borrower has requested the Bank to assist in the financing of the cost of the Project described in Schedule 2 to the Development Credit Agreement mentioned hereunder;
WHEREAS the Borrower has also requested the International Development Association (hereinafter called the Association) to provide additional financing for such Project and, by a Development Credit Agreement of even date herewith between the Association and the Borrower, the Association agrees to provide such financing in an aggregate principal amount equivalent to four million five hundred thousand dollars ($4,500,000); and
WHEREAS the Borrower and the Bank intend that, to the extent practicable, the proceeds of the Credit provided for in such Development Credit Agreement be disbursed on account of expenditures under such Project before disbursements of the proceeds of the Loan provided for in this Agreement are made;
NOW THEREFORE the parties hereto hereby agree as follows:
ARTICLE I
General Conditions; Definitions
Section 1.01. The parties to this Loan Agreement accept all the provisions of the General Conditions Applicable to Loan and Guarantee Agreements of the Bank, dated January 31, 1969, with the same force and effect as if they were fully set forth herein, subject, however, to the modifications thereof set forth in Schedule 2 to this Agreement (said General Conditions Applicable to Loan and Guarantee Agreements of the Bank, as so modified, being hereinafter called the General Conditions).
Section 1.02. Wherever used in this Loan Agreement, unless the context otherwise requires, the several terms defined in the General Conditions have the respective meanings therein set forth and the following additional terms have the following meanings:
(a) “Development Credit Agreement” means the Development Credit Agreement of even date herewith between the Association and the Borrower, and such term includes the General Conditions Applicable to Development Credit Agreements of the Association dated January 31, 1969, as made applicable thereto, all agreements supplemental to such Agreement and all schedules thereto, as such Agreement, supplemental agreements and schedules may be amended from time to time;
(b) “PWD” means the Department of Public Works of the Borrower; and
(c) “Standards” means design standards referred to in Section 4.01 (d) of the Development Credit Agreement and defined in Schedule 4 thereto.
ARTICLE II
The Loan
Section 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions in this Loan Agreement set forth or referred to, an amount in various currencies equivalent to four million five hundred thousand dollars ($4,500,000).
Section 2.02. (a) 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.
(b) 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 Loan Agreement and in accordance with the allocation of the proceeds of the Credit and of the Loan set forth in Schedule 1 to the Development Credit Agreement, as such allocation shall be modified from time to time pursuant to the provisions of such Schedule or by further agreement between the Association, the Bank and the Borrower.
Section 2.03. The Borrower shall be entitled to withdraw from the Loan Account in respect of the reasonable cost of goods or services required for the Project and to be financed under this Loan Agreement;
(i) such amounts as shall have been paid (or, if the Bank shall so agree, as shall be required to meet payments to be made) for expenditures under Category IV of the allocation of the proceeds of the Credit and of the Loan referred to in Section 2.02 of this Agreement;
(ii) the equivalent of sixty‑five percent (65%) of such amounts as shall have been paid (or, if the Bank shall so agree, as shall be required to meet payments to be made) for goods or services included in Category I of the allocation of the proceeds of the Credit and of the Loan referred to in Section 2.02 of this Agreement; and
(iii) the equivalent of eighty percent (80%) of such amounts as shall have been paid (or, if the Bank shall so agree, as shall be required to meet payments to be made) for goods or services included in Categories II (a), II (b) and III of the allocation of the proceeds of the Credit and of the Loan referred to in Section 2.02 of this Agreement;
provided,
however, that if there shall be an increase in the estimate of such payments
for goods or services included in any of the Categories I, II and III, the Bank
may by notice to the Borrower adjust the stated percentage applicable to such
Category as required in order that withdrawals of the amount of the Loan then
allocated to such Category and not withdrawn may continue
Section 2.04. (a) It is hereby agreed, pursuant to Section 5.01 of the General Conditions, that withdrawals from the Loan Account under Categories I through IV of the allocation of the proceeds of the Credit and of the Loan referred to in Section 2.02 of this Agreement may be made on account of payments in the currency of the Guarantor or of the Borrower or for goods produced in, or services supplied from, the territories of the Guarantor or of the Borrower.
(b) Except as otherwise agreed between the Borrower and the Bank, no withdrawals shall be made from the Loan Account, other than under commitments entered into by the Bank pursuant to Section 5.02 of the General Conditions, until all amounts under the Development Credit Agreement shall have been withdrawn or committed.
Section 2.05. The Borrower shall pay to the Bank a commitment charge at the rate of three‑fourths of one percent (3/4 of 1%) per annum on the principal amount of the Loan not withdrawn from time to time.
Section 2.06. The Borrower shall pay interest at the rate of seven percent (7%) per annum on the principal amount of the Loan withdrawn and outstanding from time to time.
Section 2.07. Interest and other charges shall be payable semi‑annually on June 15 and December 15 in each year.
Section 2.08. 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 Loan Agreement to expenditures on the Project described in Schedule 2 to the Development Credit Agreement.
Section 3.02. Except as the Bank shall otherwise agree, (i) the goods and services to be financed out of the proceeds of the Loan under Category I of the allocation of the proceeds of the Credit and of the Loan referred to in Section 2.02 of this Agreement shall be procured on the basis of international competitive bidding in accordance with the Guidelines for Procurement under World Bank Loans and IDA Credits, published by the Bank in August 1969, and in accordance with such other procedures supplementary thereto as are set forth in Schedule 3 to the Development Credit Agreement or as shall be agreed between the Borrower and the Bank, and (ii) contracts for the procurement of all goods and services to be financed out of the proceeds of the Loan shall (except as otherwise provided in such Schedule) be subject to the prior approval of the Bank.
Section 3.03. Except as the Bank may otherwise agree, the Borrower shall cause all goods and services financed out of the proceeds of the Loan to be used 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 VIII of the General Conditions.
Section 4.02. The Treasurer of the Borrower and such other person or persons as he shall appoint in writing are designated as the authorized representatives of the Borrower for the purposes of Section 8.10 of the General Conditions.
ARTICLE V
Particular Covenants
Section 5.01. The Borrower accepts all the provisions of Sections 4.01 through 4.04 inclusively of the Development Credit Agreement and of Schedules 1, 2, 3, 4 and 5 thereto, with the same force and effect as if they were fully set forth herein; provided, however, that: (i) all references to the Association in such Sections or in any of them shall be deemed to be references to the Bank; (ii) all references to the Credit in such Sections or in any of them shall be deemed to be references to the Loan; and (iii) all references to the Development Credit Agreement in such Sections or in any of them shall be deemed to be references to this Loan Agreement.
Section 5.02. So long as any part of the Credit provided for under the Development Credit Agreement shall remain outstanding, all actions taken, including approvals given, by the Association pursuant to any of the Sections of, and Schedules to, the Development Credit Agreement enumerated in Section 5.01 of this Agreement, as well as pursuant to Sections 2.03, 3.02 and 3.03 of the Development Credit Agreement, shall be deemed to be taken or given in the name and on behalf of both the Association and the Bank; and all information or documentation furnished by the Borrower to the Association pursuant to the provisions of any of such Sections of the Development Credit Agreement or Schedules thereto shall be deemed to be furnished to both the Association and the Bank.
Section 5.03.
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
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, 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 5.05. 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. If any event specified in Section 7.01 of the General Conditions shall occur and shall continue for the period, if any, therein set forth, then at any subsequent time during the continuance thereof, the Bank, at its option, may by notice to the Borrower declare the principal of the Loan and of all the Bonds then outstanding to be due and payable immediately together with the interest and other charges thereon and upon any such declaration such principal, interest and charges shall become due and payable immediately, anything to the contrary in this Loan Agreement or in the Bonds notwithstanding.
ARTICLE VII
Effective Date; Termination
Section 7.01. The following event is specified as an additional condition to the effectiveness of this Loan Agreement within the meaning of Section 11.01 (c) of the General Conditions, namely, that all the conditions precedent to the effectiveness of the Development Credit Agreement other than the effectiveness of this Loan Agreement shall have been fulfilled.
Section 7.02. The following is specified as an additional matter, within the meaning of Section 11.02 (c) of the General Conditions, to be included in the opinion or opinions to be furnished to the Bank: that the Ordinance of the Borrower authorizing or ratifying this Loan Agreement and the Development Credit Agreement has been laid before each House of Parliament of the Commonwealth of Australia.
Section 7.03. The date of October 18, 1970 is hereby specified for the purposes of Section 11.04 of the General Conditions.
ARTICLE VIII
Miscellaneous
Section 8.01. The Closing Date shall be December 31, 1974, or such other date as shall be agreed between the Borrower and the Bank.
Section 8.02. The Administrator of the Territory of Papua and New Guinea is designated as the representative of the Borrower for the purposes of Section 10.03 of the General Conditions.
Section 8.03. The following addresses are specified for the purposes of Section 10.01 of the General Conditions:
For the Borrower:
His Honour
The Administrator of the Territory of
Papua and New Guinea
Port Moresby
Papua and New Guinea
Cable address:
ADMIN
Port Moresby
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.
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 to be 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
ADMINISTRATION OF THE TERRITORY OF PAPUA AND NEW GUINEA
By G. A. LOW
SCHEDULE 1
Amortization Schedule
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*To the extent that any portion of the Loan is repayable in a currency other than dollars (see General Conditions, Section 4.02), the figures in this column represent dollar equivalents determined as for purposes of withdrawal.
Premiums on Prepayment and Redemption
The following percentages are specified as the premiums payable on repayment in advance of maturity of any portion of the principal amount of the Loan pursuant to Section 3.05 (b) of the General Conditions or on the redemption of any Bond prior to its maturity pursuant to Section 8.15 of the General Conditions:
Not more than three years before maturity.................................................................. 3/4 %
More than three years but not more than six years before maturity........................... 2%
More than six years but not more than eleven years before maturity.................. 23/4 %
More than eleven years but not more than sixteen years before maturity........... 41/2 %
More than sixteen years but not more than twenty years before maturity........... 51/2 %
More than twenty years but not more than twenty‑two years before
maturity..................................................................................................................... 61/2 %
More than twenty‑two years before maturity................................................................. 7%
SCHEDULE 2
Modifications of General Conditions
For the purpose of this Loan Agreement, the provisions of the General Conditions are modified as follows:
A. Paragraphs 12 and 13 of Section 2.01 are deleted and the following paragraphs are substituted therefor:
“12. The term Project means the project or projects or program or programs for which the Loan is granted, as described in the Development Credit Agreement (as such term is defined in the Loan Agreement) and as the description thereof shall be amended from time to time by agreement between the Borrower, the Association and the Bank.”
“13. The term external debt means any debt payable in any medium other than the currency of the Guarantor or the Borrower, whether such debt is or may become payable absolutely or at the option of the creditor in such other medium; provided, however, that if the Guarantor and the Borrower shall cease to have a currency common to them, a debt incurred by one of them in the currency of the other shall be deemed to be the external debt of the borrower.”
B. The last sentence of Section 4.01 is deleted and the following sentence is substituted therefor:
“Withdrawals from the Loan Account shall be made either in the respective currencies in which the cost of goods and services has been paid or is payable or in dollars, as the Bank may from time to time elect, except that where withdrawals may be made in respect of expenditures in the currency of the Guarantor or of the borrower, such withdrawals shall be made in such currency or currencies as the Bank shall from time to time reasonably select.”
C. The last sentence of Section 5.01 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 in the currency of the Guarantor or of the Borrower, or for goods produced in, or services supplied from, the territories of the Guarantor or 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, or services supplied from, such territories.”
D. Paragraphs (d) and (e) of Section 6.02 are deleted and the following paragraphs are substituted therefor:
“(d) An extraordinary situation shall have arisen which shall make it improbable that the Project can be carried out or that the Borrower or the Guarantor will be able to perform its obligations under the 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.”
“(e) The Guarantor: (i) shall have been suspended from membership in or ceased to be a member of the Bank, or (ii) shall have ceased to be a member of the International Monetary Fund or shall have become, or shall have been declared, ineligible to use the resources of said Fund.”
E. Paragraph (g) of Section 6.02 is deleted and paragraphs (h) and (j) of Section 6.02 are re‑numbered respectively as paragraphs (g) and (i).
F. Paragraph (i) is deleted and the following paragraph (after renumbering) is substituted therefor:
“(h) Any event specified in the Loan Agreement for the purposes of Section 7.01 shall have occurred.”
G. Paragraphs (e) and (f) of Section 7.01 are deleted and paragraph (g) is re‑numbered as paragraph (e).
H. The last sentence of paragraph (k) of Section 9.04 is deleted and the following sentence is substituted therefor:
“Notwithstanding the foregoing, this Section shall not authorize any entry of judgment or enforcement of the award against the Borrower or the Guarantor (as the case may be) except as such procedure may be available against the Borrower or the Guarantor (as the case may be) otherwise than by reason of the provisions of this Section.”
I. The first and second sentences of Section 10.03 are deleted and the following sentences are substituted therefor:
“Any action required or permitted to be taken, and any documents required or permitted to be executed, under the Loan Agreement, or the Guarantee Agreement, on behalf of the Borrower or the Guarantor may be taken or executed by the representative of the Borrower or the Guarantor designated in the Loan Agreement or the Guarantee Agreement for the purposes of this Section or any person thereunto authorized in writing by him. Any modification or amplification of the provisions of the Loan Agreement or the Guarantee Agreement, may be agreed to on behalf of the Borrower or the Guarantor by written instrument executed on behalf of the Borrower or the Guarantor by the representative so designated or any person thereunto authorized in writing by him; provided that, in the opinion of such representative, such modification or amplification is reasonable in the circumstances and will not substantially increase the obligations of the Borrower under the Loan Agreement or of the Guarantor under the Guarantee Agreement.”
J. Paragraphs (a) and (b) of Section 11.01 are deleted and the following paragraphs are 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;
(b) that the execution and delivery of the Guarantee Agreement on behalf of the Guarantor have been duly authorized or ratified by all necessary governmental action; and”
K. The eighth paragraph of the Form of Registered Bond without Coupons payable in Dollars set forth in Schedule 1 is deleted and the following paragraph is substituted therefor:
“The principal of the Bonds, the interest accruing thereon and the premium, if any, on the redemption thereof shall be paid without deduction for and free from any taxes, imposts, levies or duties of any nature or any restrictions now or at any time hereafter imposed under the laws of the [name of Guarantor], or of [the Borrower] or laws in effect in their territories; provided, however, that the provisions of this paragraph shall not apply to taxation imposed (a) under the laws of [name of Guarantor] or laws in effect in its territories on or in connection with payments under any Bond to a holder thereof other than the Bank when such Bond is beneficially owned by an individual or corporate resident of [name of Guarantor] or of its territories or (b) under the laws of [the Borrower] or laws in effect in its territories on or in connection with payments under any Bond to a holder thereof other than the Bank when such Bond is beneficially owned by an individual or corporate resident of [the Borrower] or [the Guarantor].”
Section 4 (3)
Dated January 31, 1969
ARTICLE I
Application to Loan and Guarantee Agreements
Section 1.01.
Section 1.02.
ARTICLE II
Definitions; Headings
Section 2.01.
1. The term Bank means International Bank for Reconstruction and Development.
2. The term Association means International Development Association.
3. The term Loan Agreement means the particular loan agreement to which these General Conditions shall have been made applicable, as such agreement may be amended from time to time; and such term includes these General Conditions as thus made applicable, all agreements supplemental to the 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 Guarantee Agreement means the agreement between a member of the Bank and the Bank providing for the guarantee of the loan, as such agreement may be amended from time to time; and such term includes these General Conditions as thus made applicable, all agreements supplemental to the Guarantee Agreement and all schedules to the Guarantee Agreement.
6. The term Borrower means the party to the Loan Agreement to which the Loan is made.
7. The term Guarantor means the member of the Bank which is a party to the Guarantee Agreement.
8. The term currency of a country means such coin or currency as at the time referred to is legal tender for the payment of public and private debts in that country.
9. The term dollars and the sign $ means dollars in currency of the United States of America.
10. 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.
11. The term Loan Account means the account on the books of the Bank to which the amount of the Loan is to be credited as provided in Section 3.01.
12. 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.
13. The term external debt means any debt payable in any medium other than currency of the member of the Bank which is the Borrower or the Guarantor, whether such debt is or may become payable absolutely or at the option of the creditor in such other medium.
14. The term Effective Date means the date on which the Loan Agreement and the Guarantee Agreement shall come into force and effect as provided in Section 11.03.
15. The term lien includes mortgages, pledges, charges, privileges and priorities of any kind.
16. The term assets includes revenues and property of any kind.
17. The term tax and taxes include imposts, levies, fees and duties of any nature, whether in effect at the date of the Loan Agreement or Guarantee Agreement or thereafter imposed.
18. Wherever reference is made to the incurring of debt such reference includes the assumption and guarantee of debt and any renewal, extension, or modification of the terms of the debt or of the assumption or guarantee thereof.
19. The term Closing Date means the date specified in the Loan Agreement as of which the Bank may by notice to the Borrower terminate the right of the Borrower to withdraw from the Loan Account any amount theretofore unwithdrawn.
Section 2.02.
Section 2.03.
ARTICLE III
Loan Account; Interest and Other Charges; Repayment; Place of Payment
Section 3.01.
Section 3.02.
Section 3.03.
Section 3.04.
Section 3.05.
(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 VIII in respect of any portion of the Loan to be prepaid, the terms and conditions of prepayment of that portion of the Loan shall be those set forth in Section 8.15 and in such Bonds.
(c) It is the policy of the Bank to encourage the repayment prior to maturity of portions of its loans retained by the Bank for its own account. Accordingly, the Bank will sympathetically consider, in the light of all circumstances then existing, any request of the Borrower that the Bank waive the payment of any premium payable under paragraph (b) of this Section or under Section 8.15 on prepayment of any portions of the Loan or Bonds which the Bank has not sold or agreed to sell.
Section 3.06.
ARTICLE IV
Currency Provisions
Section 4.01.
Section 4.02.
(a) The principal of the Loan shall be repayable in the several currencies withdrawn from the Loan Account and the amount repayable in each currency shall be the amount withdrawn in that currency, provided that, if withdrawal shall be made in any currency which the Bank shall have purchased with another currency for the purpose of such withdrawal, the portion of the Loan so withdrawn shall be repayable in such other currency and the amount so repayable shall be the amount paid by the Bank on such purchase.
(b) Any premium payable under Section 3.05 on prepayment of any portion of the Loan, or under Section 8.15 on redemption of any Bond, shall be payable in the currency in which the principal of such portion of the Loan, or of such Bond, is repayable.
(c) The portion of the Loan to be repaid in any particular currency shall be repayable in such instalments as the Bank shall from time to time specify, provided that the amount of the Loan to be repaid on each maturity date shall remain as set forth in the amortization schedule to the Loan Agreement.
(d) For the purposes of facilitating the sale of portions of any loan (including the Loan) made by the Bank to the Borrower or of bonds representing any such loan, the Bank, with the approval of the Guarantor may from time to time, in connection with any such sale and notwithstanding the provisions of paragraph (a) of this Section, or of similar provisions in or applicable to any other loan agreement between the Borrower and the Bank:
(i) agree with the Borrower that any such portion of any loan (including the Loan) made by the Bank to the Borrower, repayable in one currency may be made repayable on one or more other currencies, and from the date specified in such agreement such portion of the Loan or of such other loan shall be repayable in such other currency or currencies; and
(ii) by notice 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 of similar provisions in or 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 4.03.
Section 4.04.
Section 4.05.
Section 4.06.
Section 4.07.
ARTICLE V
Withdrawal of Proceeds of Loans
Section 5.01.
Section 5.02.
Section 5.03.
Section 5.04.
Section 5.05.
Section 5.06.
Section 5.07.
ARTICLE VI
Cancellation and Suspension
Section 6.01.
Section 6.02.
(a) The Borrower or the Guarantor shall have failed to make payment (notwithstanding the fact that such payment may have been made by a third party) of principal, interest, service charges or any other payment required under: (i) the Loan Agreement, the Guarantee Agreement or the Bonds, or (ii) any other loan or guarantee agreement with the Bank or any bond or similar instrument delivered pursuant to any such agreement, or (iii) any development credit agreement with the Association.
(b) The Borrower or the Guarantor shall have failed to perform any other obligation under the Loan Agreement, the Guarantee Agreement or the Bonds.
(c) The Bank or the Association shall have suspended in whole or in part the right of the Borrower or the Guarantor to make withdrawals under any loan agreement with the Bank or any development credit agreement with the Association because of a failure by the Borrower or the Guarantor to perform any of its obligations under such agreement.
(d) An extraordinary situation shall have arisen which shall make it improbable that the Project can be carried out or that the Borrower or the Guarantor will be able to perform its obligations under the Loan Agreement or the Guarantee Agreement or the Bonds.
(e) The member of the Bank which is the Borrower or the Guarantor: (i) shall have been suspended from membership in or ceased to be a member of the Bank, or (ii) shall have ceased to be a member of the International Monetary Fund or shall have become, or shall have been declared ineligible to use the resources of said Fund.
(f) 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 and the Guarantee Agreement had been effective on the date such event occurred.
(g) Prior to the Effective Date, any material adverse change in the condition of the Borrower, as represented by the Borrower, shall have occurred.
(h) A representation made by the Borrower or the Guarantor, in or pursuant to the Loan Agreement or the Guarantee Agreement or any statement furnished in connection therewith and intended to be relied upon by the Bank in making the Loan, shall have been incorrect in any material respect.
(i) Any event specified in paragraphs (e) or (f) of Section 7.01 or in the Loan Agreement for the purposes of Section 7.01 shall have occurred.
(j) 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 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 6.03.
Section 6.04.
Section 6.05.
Section 6.06.
ARTICLE VII
Acceleration of Maturity
Section 7.01.
(a) A default shall occur in the payment of principal or interest or any other payment required under the Loan Agreement or the Bonds and such default shall continue for a period of thirty days.
(b) A default shall occur in the payment of principal or interest or any other payment required under any other loan or guarantee agreement between the Bank and the Borrower or under any bond or similar instrument delivered pursuant to any such agreement or under any development credit agreement between the Association and the Borrower and such default shall continue for a period of thirty days.
(c) A default shall occur in the payment of principal or interest or any other payment required under any loan or guarantee agreement between the Guarantor and the Bank or under any bond or similar instrument delivered pursuant to any such agreement or under any development credit agreement between the Association and the Guarantor under circumstances which would make it unlikely that the Guarantor would meet its obligations under the Guarantee Agreement or the Bonds and such default shall continue for a period of thirty days.
(d) A default shall occur in the performance of any other obligation on the part of the Borrower or the Guarantor under the Loan Agreement, the Guarantee Agreement or the Bonds, and such default shall continue for a period of sixty days after notice thereof shall have been given by the Bank to the Borrower and the Guarantor.
ARTICLE VII
Acceleration of Maturity
Section 7.01.
(a) A default shall occur in the payment of principal or any other payment required under the Development Credit Agreement and such default shall continue for a period of thirty days.
(b) A default shall occur in the payment of principal or interest or any other payment required under any other development credit agreement between the Association and the Borrower or under any loan agreement or under any guarantee agreement between the Borrower and the Bank or under any bond or similar instrument delivered pursuant to any such agreement and such default shall continue for a period of thirty days.
(c) A default shall occur in the performance of any other obligation on the part of the Borrower under the Development Credit Agreement, and such default shall continue for a period of sixty days after notice thereof shall have been given by the Association to the Borrower.
(d) Any other event specified in the Development Credit Agreement for the purposes of this Section shall have occurred and shall continue for the period, if any, specified in the Development Credit Agreement.
ARTICLE VIII
Enforceability of Development Credit Agreement; Failure to Exercise Rights; Arbitration
Section 8.01.
Section 8.02.
Section 8.03.
(b) The parties to such arbitration shall be the Association and the Borrower.
(c) The Arbitral Tribunal shall consist of three arbitrators appointed as follows: one arbitrator shall be appointed by the Association; 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 other party shall notify to the party instituting the proceeding the name of the arbitrator appointed by such other 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 the 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 Development Credit Agreement. Each party shall abide by and comply with any such award rendered by the Arbitral Tribunal in accordance with the provisions of this Section.
(i) The parties shall fix the amount of the remuneration of the arbitrators and such other persons as shall be required for the conduct of the arbitration 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 Development Credit Agreement and any claims by either party against the other party arising thereunder.
(k) The Association 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 Association, the Borrower may take any such action for the enforcement of the award against the Association.
(l) 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 in the manner provided in Section 9.01. The parties to the Development Credit Agreement waive any and all other requirements for the service of any such notice or process.
ARTICLE IX
Miscellaneous Provisions
Section 9.01.
Section 9.02.
Section 9.03.
Section 9.04.
ARTICLE X
Effective Date; Termination
Section 10.01.
(a) the execution and delivery of the Development Credit 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 Development Credit Agreement as conditions to its effectiveness have occurred.
Section 10.02.
(a) that the Development Credit 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; and
(b) such other matters as shall be specified in the Development Credit Agreement.
Section 10.03.
Section 10.04.
Section 10.05.
The
Act | Number and year | Date of Assent | Date of commencement | Application, saving or transitional provisions |
107, 1970 | 10 Nov 1970 | 10 Nov 1970 | ||
216, 1973 | 19 Dec 1973 | 31 Dec 1973 | Ss. 9(1) and 10 |
am. = amended rep. = repealed rs. = repealed and substituted |
Provision affected | How affected |
S. 8......................................... | am. No. 216, 1973 |
0
0
0