Papua and New Guinea Loan (International Bank) Act 1971 (Cth)
PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1971
- Reprinted as at 31 July 1982 (HISTACT CHAP 449 #DATE 31:07:1982)
- Reprinted as at 31 July 1982 (HISTACT CHAP 449 #DATE 31:07:1982)
*1* The Papua and New Guinea Loan (International Bank) Act 1971 as shown in this reprint comprises Act No. 27, 1971 amended as indicated in the Tables below.
(The citation "Papua and New Guinea Loan (International Bank) Act 1971" is
provided for by the Amendments Incorporation Act 1905 and the Acts Citation Act
1976.)
Table of Acts
-----------------------------------------------------------------------------
Application,
saving
Number Date Date of or
transitional
Act and year of Assent commencement provisions
----------------------------------------------------------------------------- Papua and New Guinea
Loan (International
Bank) Act 1971 27, 1971 13 May 1971 13 May 1971
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 = repealed rs. = repealed and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
-----------------------------------------------------------------------------
PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1971 - TABLE OF
PROVISIONSTABLE
TABLE OF PROVISIONS
Section
1. Short title
2. Commencement
3. Interpretation
4. Project Agreement and General Conditions
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.
THE SCHEDULES
FIRST SCHEDULE
Guarantee Agreement
SECOND SCHEDULE
Loan Agreement
THIRD SCHEDULE
Project Agreement
PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1971 - 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 1971 - SECT. 1.
Short titleSECT
1. This Act may be cited as the Papua and New Guinea Loan (International Bank) Act 1971.*1*
See notes to first article of this CHAPTER.
PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1971 - SECT. 2.
CommencementSECT
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 1971 - SECT. 3.
InterpretationSECT
3. In this Act-
"the Bank" means the International Bank for Reconstruction and Development;
"the Guarantee Agreement" means an agreement between the Commonwealth and the Bank, in accordance with the form in the First Schedule to this Act;
"the Loan Agreement" means an agreement between the Territory Administration and the Bank, in accordance with the form in the Second Schedule to this Act, 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 the Papua and New Guinea Act 1949-1968.*2*
*2* S. 3, definition of "the Territory Administration"-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 1971 - SECT. 4.
Project Agreement and General ConditionsSECT
4. (1) A copy of the agreement to be made between the Bank and the Papua and New Guinea Electricity Commission, being the Project Agreement referred to in the Guarantee Agreement and the Loan Agreement, is set out in the Third Schedule to this Act.
(2) 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 the Papua and New Guinea Loan (International Bank) Act 1970.
PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1971 - SECT. 5.
Approval of Guarantee AgreementSECT
5. (1) The execution and delivery, on behalf of the Commonwealth, of the Guarantee Agreement is approved.
(2) Upon being executed and delivered, the Guarantee Agreement constitutes a valid and binding obligation of the Commonwealth in accordance with its terms.
PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1971 - SECT. 6.
Authorization of endorsement of guarantee on BondsSECT
6. (1) The endorsement, on behalf of the Commonwealth, on the Bonds referred to in Section 2.02 of the Guarantee Agreement, of the guarantee is authorized.
(2) Upon the guarantee being so endorsed and the Bonds being executed and delivered, the guarantee constitutes a valid and binding obligation of the Commonwealth in accordance with its terms.
PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1971 - SECT. 7.
AppropriationSECT
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 1971 - 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 5.01 of the Guarantee Agreement shall be paid without deduction for, and free from, all taxes, as mentioned in that Section;
(b) the documents referred to in Section 5.02 of the Guarantee Agreement shall be free from all taxes, as mentioned in that Section;
(c) all moneys payable as mentioned in Section 5.03 of the Guarantee Agreement shall be paid free from all restrictions, regulations, controls and moratoria, as mentioned in that Section;
(d) all moneys payable as mentioned in Section 6.01 of the Loan Agreement shall be paid without deduction for, and free from, all taxes, as mentioned in that Section;
(e) the documents referred to in Section 6.02 of the Loan Agreement shall be free from all taxes, as mentioned in that Section; and
(f) all moneys payable as mentioned in Section 6.03 of the Loan Agreement shall be paid free from all restrictions, regulations, controls and moratoria, as mentioned in that Section.
PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1971 - SCHEDULE 1 SCH
THE SCHEDULES
FIRST SCHEDULE
Section 3
GUARANTEE AGREEMENT
AGREEMENT, dated 1971, between THE COMMONWEALTH OF AUSTRALIA
(hereinafter called the Guarantor) and INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT (hereinafter called the Bank).
WHEREAS (A) by the Loan Agreement of even date herewith between the Bank and
the Administration of the Territory of Papua and New Guinea (hereinafter called
the Borrower) the Bank has agreed to make to the Borrower a loan in various
currencies equivalent to twenty-three million two hundred thousand dollars
($23,200,000), on the terms and conditions set forth in the Loan Agreement and
in a project agreement of even date herewith between the Bank and the Papua and
New Guinea Electricity Commission (hereinafter called ELCOM), but only on
condition that the Guarantor agree to guarantee the obligations of the Borrower
in respect of such loan as hereinafter provided; and
(B) 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
General Conditions; Definitions
SECTION 1.01. The parties to this Agreement accept all the provisions of the
General Conditions Applicable to Loan and Guarantee Agreements of the Bank dated January 31, 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 4
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 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
Guarantee; Bonds; Provision of Funds
SECTION 2.01. Without limitation or restriction upon any of its other
obligations under the Guarantee Agreement, the Guarantor hereby unconditionally
guarantees, as primary obligor and not as surety merely, the due and punctual
payment of the principal of, and interest and other charges on, the Loan and the Bonds, the premium, if any, on the prepayment of the Loan or the redemption of
the Bonds prior to their maturity.
SECTION 2.02. 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 authorized
representatives of the Guarantor for the purposes of Section 8.10 of the General Conditions.
SECTION 2.03. 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 ELCOM will be inadequate to meet the estimated expenditures required for the carrying out of the Project, to make arrangements, satisfactory to the Bank, promptly to provide ELCOM or
cause the Borrower to provide ELCOM with such funds as are needed to meet such
expenditures.
ARTICLE III
Other Covenants
SECTION 3.01. (a) It is the mutual intention of the Guarantor and the Bank
that no other external debt shall enjoy any priority over the Loan or the Bonds
by way of a lien on public assets.
(b) To that end the Guarantor (i) represents that at the date of this
Agreement no lien exists on any public assets as security for any external debt
except as otherwise disclosed in writing by the Guarantor to the Bank, and (ii)
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). The Guarantor shall promptly inform the Bank of the creation of any such lien.
(c) The foregoing representation and undertaking shall not apply to: (i) any
lien created on 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. The Guarantor covenants that it will not take any action which
would prevent or interfere with the performance by the Borrower of its
obligations contained in the Loan Agreement or by ELCOM of its obligations
contained in the Project Agreement.
ARTICLE IV
Consultation and Information
SECTION 4.01. The Guarantor and the Bank shall cooperate fully to assure that
the purposes of the Loan will be accomplished. To that end the Guarantor and the Bank shall from time to time, at the request of either party: (i) exchange views through their representatives with regard to the performance of their respective obligations under the Guarantee Agreement and other matters relating to the
purposes of the Loan; and (ii) 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,
including the balance of payments of the Guarantor, and the external debt of the Guarantor, of any of its political subdivisions and of any agency of the
Guarantor or of any such political subdivision.
SECTION 4.02. (a) 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.
(b) The Guarantor shall afford all reasonable opportunity for accredited
representatives of the Bank to visit any part of the territories of the
Guarantor and, insofar as it is within its powers, those of the Borrower, for
purposes related to the Loan.
ARTICLE V
Taxes and Restrictions
SECTION 5.01. The principal of, and interest and other charges on, the Loan
and the Bonds shall be paid without deduction for, and free from, any taxes
imposed under the laws of the Guarantor or laws in effect in its territories;
provided, however, that the foregoing shall not apply to taxation of payments
under any Bond to a holder thereof other than the Bank when such a Bond is
beneficially owned by an individual or corporate resident of the Guarantor or of its territories.
SECTION 5.02. The Guarantee Agreement, the Loan Agreement, any instrument made pursuant to Section 3.01 of this Agreement, the Project Agreement, the
Subsidiary 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
and the Guarantor shall, in respect of any instrument made pursuant to such
Section 3.01, pay all such taxes, if any, imposed under the laws of any other
country or countries.
SECTION 5.03. The payment of the principal of, and interest and other charges
on, the Loan and the Bonds shall be free from all restrictions, regulations,
controls or moratoria of any nature imposed under the laws of the Guarantor or
laws in effect in its territories.
ARTICLE VI
Representative of the Guarantor; Addresses
SECTION 6.01. The Treasurer of the Guarantor is designated as representative
of the Guarantor for the purposes of Section 10.03 of the General Conditions.
SECTION 6.02. 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 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
Authorized Representative
INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
By
President
----------
PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1971 - SCHEDULE 2 SCH
SECOND SCHEDULE
Section 3
LOAN AGREEMENT
AGREEMENT, dated 1971, between ADMINISTRATION OF THE TERRITORY OF PAPUA
AND NEW GUINEA (hereinafter called the Borrower) and INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank).
WHEREAS (A) the Borrower has requested the Bank to assist in the financing of
the foreign exchange cost of the Project described in Schedule 2 to this
Agreement by making the Loan as hereinafter provided;
(B) the Project will be carried out by the Papua and New Guinea Electricity
Commission (hereinafter called ELCOM) with the Borrower's assistance and, as
part of such assistance, the Borrower will make available to ELCOM the proceeds
of the Loan as hereinafter provided; and
(C) the Bank is willing to make the Loan available upon the terms and
conditions set forth hereinafter, in a project agreement (hereinafter called the Project Agreement) of even date herewith between the Bank and ELCOM and in a
guarantee agreement (hereinafter called the Guarantee Agreement) of even date
herewith between the Commonwealth of Australia (hereinafter called the
Guarantor) and the Bank;
NOW THEREFORE the parties hereto hereby agree as follows:
ARTICLE I
General Conditions; Definitions
SECTION 1.01. The parties to this Agreement accept all the provisions of the
General Conditions Applicable to Loan and Guarantee Agreements of the Bank,
dated January 31, 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 4 to this Agreement (said General Conditions Applicable to Loan and
Guarantee Agreements of the Bank, as so modified, being hereinafter called the
General Conditions).
SECTION 1.02. Wherever used in this Agreement, unless the context otherwise
requires, the several terms defined in the General Conditions have the
respective meanings therein set forth and the following additional terms have
the following meanings:
(a) "Subsidiary Loan Agreement" means the agreement referred to in Section 3.01 (b) of this Agreement, as such agreement may be amended from time to time
with the approval of the Bank; and
(b) "$A" means dollars in the currency of the Guarantor.
ARTICLE II
The Loan
SECTION 2.01. The Bank agrees to lend to the Borrower, on the terms and
conditions in the Loan Agreement set forth or referred to, an amount in various
currencies equivalent to twenty-three million two hundred thousand dollars
($23,200,000).
SECTION 2.02. The amount of the Loan may be withdrawn from the Loan Account in accordance with the provisions of Schedule 1 to this Agreement, as such Schedule shall be amended from time to time, for expenditures made (or, if the Bank shall so agree, to be made) in respect of the reasonable cost of goods and services
required for the Project and to be financed under the Loan Agreement; provided,
however, that, except as the Bank shall otherwise agree, no withdrawal shall be
made on account of expenditures in the territories of any country which is not a member of the Bank (other than Switzerland) or for goods produced in, or
services supplied from, such territories.
SECTION 2.03. Except as the Bank shall otherwise agree, the goods and services required for the Project and to be financed out of the proceeds of the Loan
shall be procured pursuant to the provisions set forth or referred to in Section 2.04 of the Project Agreement.
SECTION 2.04. The Closing Date shall be September 30, 1976 or such other date
as shall be agreed between the Bank and the Borrower.
SECTION 2.05. 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.
SECTION 2.06. The Borrower shall pay interest at the rate of seven and
one-fourth per cent (71/4%) 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
April 15 and October 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 3 to this Agreement.
SECTION 2.09. 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 2.10. The Treasurer of the Borrower and such other person or persons
as he shall appoint in writing are designated as authorized representatives of
the Borrower for the purposes of Section 8.10 of the General Conditions.
ARTICLE III
Execution of the Project
SECTION 3.01. (a) The Borrower shall cause ELCOM to carry out the Project with due diligence and efficiency and in conformity with sound administrative,
financial, engineering and public utility practices, and shall provide to ELCOM, promptly as needed, any additional funds, facilities, services and other
resources required by ELCOM for the purpose.
(b) The Borrower shall relend the proceeds of the Loan to ELCOM under a
subsidiary loan agreement to be entered into between the Borrower and ELCOM,
under terms and conditions which shall have been approved by the Bank.
(c) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Bank and to
accomplish the purposes of the Loan, and except as the Bank shall otherwise
agree, the Borrower shall not assign, nor amend, abrogate or waive the
Subsidiary Loan Agreement or any provision thereof.
SECTION 3.02. Without limitation or restriction upon any of its other
obligations under the Loan Agreement, the Borrower shall cause ELCOM to perform
punctually all of ELCOM's obligations as set forth in the Project Agreement.
ARTICLE IV
Other Covenants
SECTION 4.01. (a) It is the mutual intention of the Borrower and the Bank that no other external debt shall enjoy any priority over the Loan or the Bonds by
way of a lien on the assets of the Borrower.
(b) To that end the Borrower (i) represents that at the date of this Agreement no lien exists on any assets of the Borrower as security for any external debt
except as otherwise disclosed in writing by the Borrower to the Bank, and (ii)
undertakes that if any such lien shall be created, it will ipso facto equally
and ratably secure the payment of the principal of, and interest and other
charges on, the Loan and the Bonds and in the creation of any such lien express
provision will be made to that effect. The Borrower shall promptly inform the
Bank of the creation of any such lien.
(c) The foregoing representation and undertaking shall not apply to: (i) any
lien created on property, at the time of purchase thereof, solely as security
for payment of the purchase price of such property; and (ii) any lien arising in the ordinary course of banking transactions and securing a debt maturing not
more than one year after its date.
(d) As used in this Section, the term "assets of the Borrower" means assets of the Borrower or of any of its political subdivisions or of any agency of the
Borrower or of any such political subdivision, including any institution
performing the functions of a central bank for the Borrower.
SECTION 4.02. The Borrower shall make funds available to ELCOM:
(a) in an amount of not less than $A90,000 in each fiscal year beginning July
1, 1971 and up to and including the year beginning July 1, 1977, to assist ELCOM in continuing to operate a training center;
(b) in such amounts as shall be sufficient to cover the losses of any power
systems transferred by the Borrower to ELCOM after the date of this Agreement,
in accordance with formulae to be agreed at the time of each such transfer.
SECTION 4.03. The Borrower shall:
(a) arrange with ELCOM to convert, not later than July 1, 1971, the long-term
debt in the amount of $A5,764,822 incurred as a result of the prior transfer of
assets from the Borrower to ELCOM and owed by the latter to the Borrower, into a suitable form of equity in ELCOM to be held by the Borrower;
(b) on transferring to ELCOM after the date of this Agreement any assets,
accept in payment therefor a suitable form of equity in ELCOM corresponding to
the agreed value of such assets at the time of such transfer.
ARTICLE V
Consultation, Information and Inspection
SECTION 5.01. The Borrower and the Bank shall cooperate fully to assure that
the purposes of the Loan will be accomplished. To that end, the Borrower and the Bank shall from time to time, at the request of either party:
(a) exchange views through their representatives with regard to the
performance of their respective obligations under the Loan Agreement, the
performance by the Borrower and ELCOM of their respective obligations under the
Subsidiary Loan Agreement, the performance by ELCOM of its obligations under the Project Agreement, the administration, operations and financial condition of
ELCOM and, in respect of the Project, of the departments or agencies of the
Borrower responsible for the carrying out of the Project or any part thereof,
and other matters relating to the purposes of the Loan; and
(b) furnish to the other all such information as it shall reasonably request
with regard to the general status of the Loan. On the part of the Borrower, such information shall include information with respect to financial and economic
conditions in the territories of the Borrower, including its balance of
payments, and the external debt of the Borrower, of any of its political
subdivisions and of any agency of the Borrower or of any such political
subdivision.
SECTION 5.02. (a) The Borrower shall furnish or cause to be furnished to the
Bank all such information as the Bank shall reasonably request concerning the
operations and financial condition of ELCOM and, in respect of the Project, of
the departments or agencies of the Borrower responsible for carrying out the
Project or any part thereof.
(b) The Borrower and the Bank shall promptly inform each other of any
condition which interferes with, or threatens to interfere with, the
accomplishment of the purposes of the Loan, the maintenance of the service
thereof, or the performance by either of them of its obligations under the Loan
Agreement, or the performance by the Borrower or ELCOM of its obligations under
the Subsidiary Loan Agreement or the performance by ELCOM of its obligations
under the Project Agreement.
SECTION 5.03. The Borrower shall afford all reasonable opportunity for
accredited representatives of the Bank to inspect all plants, installations,
sites, works, buildings, property and equipment of ELCOM and any relevant
records and documents and to visit any part of the territories of the Borrower
for purposes related to the Loan.
ARTICLE VI
Taxes and Restrictions
SECTION 6.01. The principal of, and interest and other charges on, the Loan
and the Bonds shall be paid without deduction for, and free from, any taxes
imposed under the laws of the Borrower or laws in effect in its territories;
provided, however, that the foregoing shall not apply to taxation of payments
under any Bond to a holder thereof other than the Bank when such Bond is
beneficially owned by an individual or corporate resident of the Borrower or the Guarantor.
SECTION 6.02. The Loan Agreement, any instrument made pursuant to Section 4.01 of this Agreement, the Project Agreement, the Subsidiary Loan Agreement and the
Bonds shall be free from any taxes on or in connection with the execution,
issue, delivery or registration thereof imposed under the laws of the Borrower
or laws in effect in its territories and the Borrower shall pay all such taxes,
if any, imposed under the laws of any other country or countries.
SECTION 6.03. The payment of the principal of, and interest and other charges
on, the Loan and the Bonds shall be free from all restrictions, regulations,
controls and moratoria of any nature imposed under the laws of the Borrower or
laws in effect in its territories.
ARTICLE VII
Remedies of the Bank
SECTION 7.01. 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 and the Guarantor declare the principal of the
loan and of all the Bonds then outstanding to be due and payable immediately
together with the interest and other charges thereon and upon any such
declaration such principal, interest and charges shall become due and payable
immediately, anything to the contrary in the Loan Agreement or in the Bonds
notwithstanding.
ARTICLE VIII
Effective Date; Termination
SECTION 8.01. The Loan Agreement and the Guarantee Agreement shall not become
effective until evidence satisfactory to the Bank shall have been furnished to
the Bank:
(a) That the execution and delivery of the 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;
(c) that the execution and delivery of the Project Agreement on behalf of
ELCOM have been duly authorized or ratified by all necessary corporate and
governmental action;
(d) that the Subsidiary Loan Agreement in form and substance satisfactory to
the Bank has been duly executed and authorized by all necessary governmental and corporate action and is in full force and effect, subject only to the
effectiveness of the Loan Agreement;
(e) if the Bank shall so request, that the condition of ELCOM, as represented or warranted to the Bank as of the date of the Loan Agreement, has undergone no
material adverse change between such date and the date agreed upon between the
Borrower and the Bank for the purposes of this Section; and
(f) that ELCOM has been provided with all rights to use land and water
necessary for its operations.
SECTION 8.02. The following are specified as additional matters, within the
meaning of Section 11.02 (c) of the General Conditions, to be included in the
opinion or opinions to be furnished to the Bank:
(a) that the Project Agreement has been duly authorized or ratified by, and
executed and delivered on behalf of, ELCOM and constitutes a valid and binding
obligation of ELCOM in accordance with its terms; and
(b) that the Subsidiary Loan Agreement has been duly executed and authorized
by all necessary governmental and corporate action, constitutes valid and
binding obligations of the parties thereto in accordance with its terms and is
in full force and effect, subject only to the effectiveness of the Loan
Agreement.
SECTION 8.03. The date (A date approximately 90 days after the date of
signature of this Agreement will be inserted here.) is hereby specified for the
purposes of Section 11.04 of the General Conditions.
ARTICLE IX
Addresses
SECTION 9.01. The Treasurer of the Borrower is designated as representative of the Borrower for the purposes of Section 10.03 of the General Conditions.
SECTION 9.02. The following addresses are specified for the purposes of
Section 10.01 of the General Conditions:
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:
His Honour
The Administrator of the Territory of
Papua and New Guinea
Port Moresby
Papua and New Guinea
Cable address:
Admin
Port Moresby
IN WITNESS WHEREOF, the parties hereto, acting through their representatives
thereunto duly authorized, have caused this Agreement to be signed in their
respective names and to be delivered in the District of Columbia, United States
of America, as of the day and year first above written.
INTERNATIONAL BANK FOR RECONSTRUCTION AND
DEVELOPMENT
By
President
ADMINISTRATION OF THE TERRITORY
OF PAPUA AND NEW GUINEA
By
Authorized Representative
SCHEDULE 1
Withdrawal of the Proceeds of the Loan
1. The table below sets forth the categories of imported items to be financed
out of the proceeds of the Loan and the allocation of amounts of the Loan to
each category:
Amount of the
Loan Allocated
(expressed in
Category Dollar
Equivalent)
I. Civil works, including preliminary works 8,400,000
II. Electrical and mechanical equipment for
and erection of Upper Ramu No. 1 Power
Station and outdoor step-up transformer
substation 4,100,000
III. Equipment for and erection of
transmission lines and step-down
transformer substations 7,700,000
IV. Consultants' services 1,200,000
V. Unallocated 1,800,000
---------
Total 23,200,000
2. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be
made in respect of:
(a) expenditures for goods produced in, or services supplied from, the
territories of the Borrower;
(b) expenditures prior to the date of this Agreement; and
(c) payments for taxes imposed under the laws of the Borrower, or laws in
effect in its territories on goods or services, or on the importation,
manufacture, procurement or supply thereof.
3. Notwithstanding the allocation of an amount of the Loan set forth in the
second column of the table in paragraph 1 above:
(a) if the estimate of the expenditures under any Category shall decrease, the amount of the Loan then allocated to such Category and no longer required
therefor will be reallocated by the Bank by increasing correspondingly the
unallocated amount of the Loan; and
(b) if the estimate of the expenditures under any Category shall increase, a
corresponding amount will be allocated by the Bank, at the request of the
Borrower, to such Category from the unallocated amount of the Loan, subject,
however, to the requirements for contingencies, as determined by the Bank, in
respect of any other expenditures.
SCHEDULE 2
Description of the Project
The Project consists of:
1. the construction and installation of: a 75MW underground power station on the Ramu River, with an initial installed capacity of 3 times 15MW, and including a
step-up transformer substation; approximately 90 miles of 132 kV and 230 miles
of 66 kV transmission lines; and four step-down transformer substations at Lae,
Madang, Goroka and Mt. Hagen; and
2. the enlargement of transformer capacity at the Kundiawa and Kainatu
transformer substations.
The Project is expected to be completed by December 31, 1975.
SCHEDULE 3
Amortization Schedule
Payment of
Principal
Date Payment Due (expressed in
dollars)*
October 15, 1976 265,000
April 15, 1977 275,000
October 15, 1977 285,000
April 15, 1978 295,000
October 15, 1978 305,000
April 15, 1979 320,000
October 15, 1979 330,000
April 15, 1980 340,000
October 15, 1980 355,000
April 15, 1981 365,000
October 15, 1981 380,000
April 15, 1982 395,000
October 15, 1982 410,000
April 15, 1983 425,000
October 15, 1983 440,000
April 15, 1984 455,000
October 15, 1984 470,000
April 15, 1985 490,000
October 15, 1985 505,000
April 15, 1986 525,000
October 15, 1986 545,000
April 15, 1987 565,000
October 15, 1987 585,000
April 15, 1988 605,000
October 15, 1988 625,000
April 15, 1989 650,000
October 15, 1989 675,000
April 15, 1990 695,000
October 15, 1990 720,000
April 15, 1991 750,000
October 15, 1991 775,000
April 15, 1992 805,000
October 15, 1992 835,000
April 15, 1993 865,000
October 15, 1993 895,000
April 15, 1994 925,000
October 15, 1994 960,000
April 15, 1995 995,000
October 15, 1995 1,030,000
April 15, 1996 1,070,000
*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:
Time of Prepayment or Redemption Premium
Not more than three years before maturity 3/4%
More than three years but not more than six years
before maturity 21/4%
More than six years but not more than eleven years
before maturity 3%
More than eleven years but not more than sixteen
years before maturity 41/2%
More than sixteen years but not more than
twenty-one years before maturity 53/4%
More than twenty-one years but not more than
twenty-three years before maturity 63/4%
More than twenty-three years before maturity 71/4%
SCHEDULE 4
Modifications of General Conditions
For the purpose of this Agreement, the provisions of the General Conditions
are modified as follows:
A. Paragraph 13 of Section 2.01 is deleted and the following paragraph is
substituted therefor:
"13. The term external debt means any debt payable in any medium other than the currency of the Guarantor or the Borrower, whether such debt is or may become
payable absolutely or at the option of the creditor in such other medium;
provided, however, that if the Guarantor and the Borrower shall cease to have a
currency common to them, a debt incurred by one of them in the currency of the
other shall be deemed to be the external debt of the former."
B. The following paragraphs 20, 21 and 22 are added to Section 2.01:
"20. The term "ELCOM" means the Papua and New Guinea Electricity Commission.
21. The term "Project Agreement" means the first agreement referred to in recital (C) to the Loan Agreement.
22. The term "Subsidiary Loan Agreement" means the agreement defined in Section 1.02 (a) of the Loan Agreement."
C. The last sentence of Section 4.01 is deleted and the following sentence is
substituted therefor:
"Withdrawals from the Loan Account shall be made either in the respective currencies in which the cost of goods and services has been paid or is payable
or in dollars, as the Bank may from time to time elect, except that where
withdrawals may be made in respect of expenditures in the currency of the
Guarantor or of the Borrower, such withdrawals shall be made in such currency or currencies as the Bank shall from time to time reasonably select."
D. Section 5.01 is deleted.
E. Paragraph (e) of Section 6.02 is deleted and the following paragraph is
substituted therefor:
"(e) The Guarantor: (i) shall have been suspended from membership in or ceased to be a member of the Bank, or (ii) shall have ceased to be a member of the
International Monetary Fund or shall have become, or shall have been declared,
ineligible to use the resources of said Fund."
F. Paragraph (g) of Section 6.02 is deleted and the following paragraph is
substituted therefor:
"(g) Prior to the Effective Date, any material adverse change in the condition of ELCOM, as represented by the Borrower and ELCOM, shall have occurred."
G. Paragraphs (i) and (j) of Section 6.02 are deleted and the following new
paragraphs (i), (j), (k), (l) and (m) are added to the Section:
"(i) There shall occur any such change in the nature and constitution of the Borrower as shall make it improbable that the Borrower will be able to carry out its obligations under the Loan Agreement, the Subsidiary Loan Agreement or the
Bonds.
(j) The Borrower or ELCOM shall have failed to perform any covenant, agreement
or obligation under the Subsidiary Loan Agreement;
(k) ELCOM shall have failed to perform any covenant, agreement or obligation of
ELCOM under the Project Agreement.
(l) An extraordinary situation shall have arisen which shall make it improbable
that ELCOM will be able to perform its obligations under the Project Agreement.
(m) The Borrower or the Guarantor shall have taken any action for the
dissolution or disestablishment of ELCOM or for the suspension of its
operations, or shall have enacted legislation materially and adversely affecting the establishment, powers, organization, responsibilities or financial structure of ELCOM."
H. Paragraphs (e), (f) and (g) of Section 7.01 are deleted and the following new paragraph (e) is added to the Section:
"(e) Any event specified in paragraph (m) of Section 6.02 shall have occurred."
I. Section 9.02 is deleted and the following Section is substituted therefor:
"Section 9.02. Obligations 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
ELCOM or to any prior notice to or demand upon the Guarantor with regard to any
default by the Borrower or ELCOM, and shall not be impaired by any of the
following: any extension of time, forbearance or concession given to the
Borrower or ELCOM; any assertion of, or failure to assert, or delay in
asserting, any right, power or remedy against the Borrower or ELCOM or in
respect of any security for the Loan; any modification or amplification of the
provisions of the Loan Agreement or the Project Agreement contemplated by the
terms thereof; any failure of the Borrower or ELCOM to comply with any
requirement of any law, regulation or order of the Guarantor or of any political subdivision or agency of the Guarantor."
J. The last sentence of paragraph (k) of Section 9.04 is deleted and the
following sentence is substituted therefor:
"Notwithstanding the foregoing, this Section shall not authorize any entry of judgment or enforcement of the award against the Borrower or the Guarantor (as
the case may be) except as such procedure may be available against the Borrower
or the Guarantor (as the case may be) otherwise than by reason of the provisions of this Section."
K. The first and second sentences of Section 10.03 are deleted and the following sentences are substituted therefor:
"Any action required or permitted to be taken, and any documents required or permitted to be executed, under the 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."
L. Section 11.01 is deleted and the following Section is substituted therefor:
"Section 11.01. Conditions Precedent to Effectiveness of Loan Agreement and Guarantee Agreement. The Loan Agreement and the Guarantee Agreement shall not
become effective until the conditions specified in Section 8.01 of the Loan
Agreement shall have been fulfilled."
M. The eighth paragraph of the Form of Registered Bond without Coupons payable
in Dollars set forth in Schedule 1 is deleted and the following paragraph is
substituted therefor:
"The principal of the Bonds, the interest accruing thereon and the premium, if any, on the redemption thereof shall be paid without deduction for and free from any taxes, imposts, levies or duties of any 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)."
----------
PAPUA AND NEW GUINEA LOAN (INTERNATIONAL BANK) ACT 1971 - SCHEDULE 3 SCH
THIRD SCHEDULE
Section 4 (1)
PROJECT AGREEMENT
AGREEMENT, dated , 1971, between INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT (hereinafter called the Bank) and PAPUA AND NEW GUINEA
ELECTRICITY COMMISSION (hereinafter called ELCOM).
WHEREAS (A) by the Loan Agreement of even date herewith between the
Administration of the Territory of Papua and New Guinea (hereinafter called the
Borrower) and the Bank, the Bank has agreed to make available to the Borrower an amount in various currencies equivalent to twenty-three million two hundred
thousand dollars ($23,200,000), on the terms and conditions set forth in the
Loan Agreement, but only on condition that ELCOM agree to undertake such
obligations toward the Bank as hereinafter set forth and that the Commonwealth
of Australia (hereinafter called the Guarantor) agree to guarantee the
obligations of the Borrower in respect of such loan as provided in the Guarantee Agreement of even date herewith between the Guarantor and the Bank; and
(B) by a subsidiary loan agreement between the Borrower and ELCOM, the
proceeds of the loan provided for under the Loan Agreement will be made
available to ELCOM on the terms and conditions therein set forth; and
(C) ELCOM, in consideration of the Bank's entering into the Loan Agreement
with the Borrower, has agreed to undertake the obligations hereinafter set
forth;
NOW THEREFORE the parties hereto hereby agree as follows:
ARTICLE I
Definitions
SECTION 1.01. Wherever used in this Agreement, unless the context shall
otherwise require, the several terms defined in the Loan Agreement and in the
General Conditions (as so defined) have the respective meanings therein set
forth.
ARTICLE II
Execution of the Project
SECTION 2.01. ELCOM shall carry out the Project described in Schedule 2 to
the Loan Agreement with due diligence and efficiency and in conformity with
sound administrative, financial, engineering and public utility practices, and
shall provide, or cause to be provided, promptly as needed, the funds,
facilities, services and other resources required for the purpose.
SECTION 2.02. In order to assist ELCOM in the design of the Project, in the
procurement of equipment required therefor and in the supervision of
construction, ELCOM shall continue to employ engineering consultants acceptable
to the Bank upon terms and conditions satisfactory to the Bank.
SECTION 2.03. In carrying out the Project, ELCOM shall, in respect of
contracts in excess of $A100,000 equivalent, employ contractors acceptable to
the Bank upon terms and conditions satisfactory to the Bank.
SECTION 2.04. Except as the Bank shall otherwise agree, the goods and
services (other than services of consultants) required for the Project and to be financed out of the proceeds of the Loan, shall be procured on the basis of
international competition under procedures consistent with the Guidelines for
Procurement under World Bank Loans and IDA Credits, published by the Bank in
August 1969, and in accordance with, and subject to, the provisions set forth in Schedule 1 to this Agreement.
SECTION 2.05. (a) ELCOM undertakes to insure, or make adequate provision for
the insurance of, the imported goods to be financed out of the proceeds of the
Loan relent to it by the Borrower against hazards incident to the acquisition,
transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable by
ELCOM to replace or repair such goods.
(b) Except as the Bank may otherwise agree, ELCOM shall cause all goods and
services financed out of the proceeds of the Loan relent to it by the Borrower
to be used exclusively for the Project.
SECTION 2.06. (a) ELCOM shall furnish to the Bank, promptly upon their
preparation, the plans, reports, specifications, contract documents and
construction and procurement schedules for the Project, and any material
modifications thereof or additions thereto, in such detail as the Bank shall
reasonably request.
(b) ELCOM shall: (i) maintain records adequate to record the progress of the
Project (including the cost thereof) and to identify the goods and services
financed out of the proceeds of the Loan relent to it by the Borrower, and to
disclose the use thereof in the Project; (ii) enable the Bank's representatives
to inspect the Project, the goods financed out of such proceeds and any relevant records and documents; and (iii) furnish to the Bank all such information as the Bank shall reasonably request concerning the Project, the expenditure of the
proceeds of the Loan so relent to it and the goods and services financed out of
such proceeds.
SECTION 2.07. ELCOM shall take all such action as shall be necessary to
acquire as and when needed all such land and rights in respect of land and water as shall be required for the construction and operation of the facilities
included in the Project and shall furnish to the Bank, promptly after such
acquisition, evidence satisfactory to the Bank that such land and rights in
respect of land and water are available for purposes related to the Project.
SECTION 2.08. ELCOM shall duly perform all its obligations under the
Subsidiary Loan Agreement. Except as the Bank shall otherwise agree, ELCOM shall not take or concur in any action which would have the effect of amending,
abrogating, assigning or waiving the Subsidiary Loan Agreement or any provision
thereof.
ARTICLE III
Management and Operations of ELCOM
SECTION 3.01. ELCOM shall:
(a) at all times maintain its right to carry on operations and shall, except
as the Bank shall otherwise agree, take all steps necessary to acquire, maintain and renew all rights, powers, privileges and franchises which are necessary or
useful in the conduct of its business;
(b) operate and maintain, or cause to be operated and maintained, all its
plants, equipment and property and from time to time make, or cause to be made,
all necessary renewals and repairs thereof, all in accordance with sound
administrative, financial, engineering and public utility practices;
(c) at all times manage its affairs, plan its future expansion and maintain
its financial position in accordance with sound administrative, financial,
engineering and public utility practices and under the supervision of
experienced and competent management; and
(d) consult the Bank before making any new appointments to the positions of
General Manager, Assistant General Manager (Finance and Administration) and
Assistant General Manager (Engineering).
SECTION 3.02. ELCOM shall no later than September 30, 1971, repeal its
Electricity Commission (Form of Financial Statements) By-laws 1965.
SECTION 3.03. (a) ELCOM shall employ an insurance consultant acceptable to the Bank to advise ELCOM with respect to the adequacy and any necessary revisions of its self-insurance scheme as currently applied, and shall require this
consultant to submit a report to it no later than June 30, 1972.
(b) Until it has received the report of the insurance consultants, ELCOM
shall, except as agreed by the Bank, continue its current practice of
self-insurance; upon receiving the report, ELCOM shall make provisions
satisfactory to the Bank for insurance against such risks and in such amounts as shall be consistent with sound public utility practices.
ARTICLE IV
Financial Covenants
SECTION 4.01. ELCOM shall maintain records adequate to reflect in accordance
with consistently maintained sound accounting practices its operations and
financial condition.
SECTION 4.02. ELCOM shall: (i) have its accounts and financial statements
(balance sheets, statements of income and expenses and related statements,
including cash-flow statements) for each fiscal year audited, in accordance with sound auditing principles consistently applied, by independent auditors
acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in
any case not later than four months after the end of each such year, (A)
certified copies of its financial statements for such year as so audited and (B) the report of such audit by said auditors, of such scope and in such detail as
the Bank shall have reasonably requested; and (iii) furnish to the Bank such
other information concerning the accounts and financial statements of ELCOM and
the audit thereof as the Bank shall from time to time reasonably request.
SECTION 4.03. (a) Except as the Bank shall otherwise agree, ELCOM shall: (i)
make no reduction in its existing level of tariffs for electric power services
from the date of this Agreement until June 30, 1976; and (ii) take all necessary steps to establish and maintain tariffs for electric power services and take
such other actions as shall be required to provide revenues sufficient to
produce an annual rate of return of not less than 9% in the fiscal years 1972
through 1976 and not less than 10% thereafter.
(b) For the purposes of this Section: (i) the annual rate of return shall be
calculated by relating the operating income for the fiscal year in question to
the average of the value of the net fixed assets in operation at the beginning
and at the end of that year; (ii) the term "value of the net fixed assets in operation" shall mean the gross book value of such assets, less the amount of accumulated depreciation, as valued from time to time in accordance with sound
and consistently maintained methods of valuation acceptable to the Bank; (iii)
the term "operating income" shall mean the difference between: (A) gross operating revenue; and (B) the operating, maintenance and administration
expenses, taxes (if any), and depreciation computed in accordance with the rates specified in ELCOM's Direction No. 8/4 of March 1971, but excluding interest and other charges on debt; and (iv) the term "fiscal year" shall mean the period of 12 months commencing on July 1 of the previous year and ending on June 30 of
the indicated year.
SECTION 4.04. Prior to undertaking any construction project (other than the
Project) estimated to cost in excess of $A10 million, ELCOM shall obtain the
approval of the Bank for the financial plan covering that project.
SECTION 4.05. (a) Except as the Bank shall otherwise agree, ELCOM shall not
incur any debt unless its net revenue for the fiscal year next preceding the
date of such incurrence or for a later twelve-month period ending prior to the
date of such incurrence, whichever is greater, shall be not less than 1.5 times
the maximum debt service requirements for any succeeding year on all the debt of ELCOM, including the debt to be incurred.
(b) For the purposes of this Section: (i) the term "debt" means all debt, including debt assumed or guaranteed by ELCOM, except debt incurred in the
ordinary course of business and maturing by its terms on demand or less than one year after its incurrence; (ii) debt shall be deemed to be incurred on the date
on which a contract or loan agreement or guarantee agreement is executed; (iii)
the term "net revenue" means gross operating revenue of ELCOM, adjusted to take account of tariffs in effect at the time of the incurrence of debt even
though they were not in effect during the entire fiscal year or twelve-month
period to which such revenue relates, less all operating expenses, including
adequate maintenance, taxes, if any, and administrative expenses, but before
provision for depreciation, and interest and other charges on debt; (iv) the
term "debt service requirements" means the aggregate amount of amortization (including sinking fund provisions), interest and other charges on debt; and (v) whenever it shall be necessary to value in the currency used in the territory of the Borrower debt payable in another currency, such valuation shall be made on
the basis of the rate of exchange at which such other currency is obtainable by
ELCOM, at the time such valuation is made, for the purposes of servicing such
debt, or if such other currency is not obtainable, at a rate of exchange
reasonably determined by the Bank.
SECTION 4.06. Except as the Bank shall otherwise agree, ELCOM shall not
declare or pay any dividends from the date of this Agreement until July 1, 1978.
SECTION 4.07. ELCOM shall make the arrangements with the Borrower specified in Section 4.03 (a) of the Loan Agreement.
ARTICLE V
Consultation, Information and Inspection
SECTION 5.01. The Bank and ELCOM shall cooperate fully to assure that the
purposes of the loan will be accomplished. To that end, the Bank and ELCOM shall from time to time, at the request of either party, exchange views through their
representatives with regard to the performance of their respective obligations
under this Agreement, the administration, operations and financial condition of
ELCOM and other matters relating to the purpose of the Loan.
SECTION 5.02. The Bank and ELCOM shall promptly inform each other of any
condition which interferes with, or threatens to interfere with, the
accomplishment of the purposes of the Loan, the performance by either of them of its obligations under this Agreement or the performance by the Borrower and
ELCOM of their respective obligations under the Subsidiary Loan Agreement.
SECTION 5.03. ELCOM shall enable the Bank's representatives to inspect all
plants, sites, works, properties and equipment of ELCOM and any relevant records and documents.
ARTICLE VI
Effective Date; Termination; Cancellation and Suspension
SECTION 6.01. This Agreement shall come into force and effect on the date upon which the Loan Agreement becomes effective.
SECTION 6.02. This Agreement and all obligations of the Bank and of ELCOM
thereunder shall terminate on the date on which the Loan Agreement shall
terminate in accordance with its terms.
SECTION 6.03. All the provisions of this Agreement shall continue in full
force and effect notwithstanding any cancellation or suspension under the Loan
Agreement.
ARTICLE VII
Miscellaneous Provisions
SECTION 7.01. Any notice or request required or permitted to be given or made
under this Agreement and any agreement between the parties contemplated by this
Agreement shall be in writing. Such notice or request shall be deemed to have
been duly given or made when it shall be delivered by hand or by mail, telegram, cable, telex or radiogram to the party to which it is required or permitted to
be given or made at such party's address hereinafter specified or at such other
address as such party shall have designated by notice to the party giving such
notice or making such request. The addresses so specified are:
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 ELCOM:
Commissioner
Papua and New Guinea
Electricity Commission
P.O. Box 1105
Boroko
Territory of Papua and New Guinea
Cable address:
Electricom
Port Moresby
SECTION 7.02. Any action required or permitted to be taken, and any documents
required or permitted to be executed, under this Agreement on behalf of ELCOM
may be taken or executed by its Commissioner or such other person or persons as
ELCOM shall designate in writing.
SECTION 7.03. ELCOM shall furnish to the Bank sufficient evidence of the
authority and the authenticated specimen signature of the person or persons who
will, on behalf of ELCOM, take any action or execute any documents required or
permitted to be taken or executed by ELCOM pursuant to any of the provisions of
this Agreement.
SECTION 7.04. This Agreement may be executed in several counterparts, each of
which shall be an original, and all collectively but one instrument.
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
President
PAPUA AND NEW GUINEA
ELECTRICITY COMMISSION
By
Authorized Representative
SCHEDULE 1
Procurement
1. With respect to any contract for goods and services required for the Project
(other than for services of consultants) estimated to cost the equivalent of
$A50,000 or more:
(a) Before bids are invited, ELCOM shall furnish to the Bank, for its
comments, the text of the invitations to bid and the specifications and other
bidding documents, together with a description of the advertising procedures to
be followed for the bidding, and shall make such modifications in the said
documents or procedure as the Bank shall reasonably request. Any further
modification to the bidding documents shall require the Bank's concurrence
before it is issued to the prospective bidders.
(b) After bids have been received and evaluated, ELCOM shall, before a final
decision on the award is made, inform the Bank of the name of the bidder to whom it intends to award the contract and shall furnish to the Bank, in sufficient
time for its review, a detailed report, by the consultants referred to in
Section 2.02 of this Agreement, on the evaluation and comparison of the bids
received, together with the recommendations for award of the said consultants,
and the reasons for the intended award. The Bank shall promptly inform ELCOM
whether it has any objection to the intended award on the ground that it would
be inconsistent with the Guidelines for Procurement under World Bank Loans and
IDA Credits referred to in Section 2.04 of this Agreement or with the Loan
Agreement, and shall state the reasons for any objections it may have.
(c) If the contract shall be awarded over the Bank's reasonable objection, or
if its terms and conditions shall, without the Bank's concurrence, materially
differ from those on which bids were asked, no expenditure thereunder shall be
financed out of the proceeds of the Loan.
(d) Two conformed copies of the contract shall be furnished to the Bank
promptly after its execution and prior to the submission to the Bank of the
first application for withdrawal of the funds from the Loan Account in respect
of any such contract.
2. With respect to any other contract for goods and services required for the
Project (other than for services of consultants), ELCOM shall furnish to the
Bank, promptly after its execution and prior to the submission to the Bank of
the first application for withdrawal of funds from the Loan Account in respect
of any such contract, two conformed copies of such contract, together with the
analysis of bids, recommendations for award and such other information as the
Bank shall reasonably request. The Bank shall promptly inform ELCOM if it finds
that the award of the contract is not consistent with the Guidelines for
Procurement under World Bank Loans and IDA Credits referred to in Section 2.04
of this Agreement or with the Loan Agreement and, in such event, no expenditure
under such contract shall be financed out of the proceeds of the Loan.
------------------------------------------------------------------------------ --
0
0
0