Selanjutnya

ORIGINAL : ARABIC

LOAN NUMBER 316

LOAN AGREEMENT

PADALARANG - CILEUNYI TOLL HIGHWAY PROJECT

BETWEEN

REPUBLIC OF INDONESIA

AND

KUWAI'.!:' FUND FOR ARAB ECONOMIC DEVELOPMENT

LOAN AGREEMENT

Agreement dated this ... ｾｾ＼［ＭｴｩＮ＿ＭＮｾ＠ 4 • l ｾｾＷ＠

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between the Republic of Indonesia (hereinafter referred . to as the Borrower) of the one part and Kuwait Fund for Arab Economic Development (hereinafter ref erred to as the Fund) of the other part.

Whereas, the Borrower plans to carry out a project for the construction of a highway bypass along the southern edge of tte city of Bandung (more particularly described in Schedule II hereto and hereafter referred to as the Project);

And whereas the Borrower and the Saudi Fund for Development have concluded an agreement whereby the latter

undertook to provide a loan amounting to 172,000,000 Saudi Rial

to be applied in financing the foreign cost of the Project ( hereinafter referred to as the Saudi Loan);

And whereas the Borrower has requested the Fund to assist in the financing of the said costs;

And whereas the Borrower 1s willing to provide from its own resources such further sums in foreign currency and all such . sums in local currency as shall be necessary for meeting the costs of the Project;

And whereas the Borrower intends to entrust the implementation of the Project to the Ministry of Public Works . through the agency of its department responsible for roads

(hereinafter referred to as Bina Marga and more particularly defined in Article IX hereof);

And whereas the Borrower intends to entrust the operation and maintenance of the Project after its completion to the Indonesian. Highway Corporation, a body corporate established under the laws of Indonesia (filore particularly defined in Ar ticle IX hereof and hereinafter ref 2rred to as Jasa Marga);

And whereas the Borrower h as acquired all the land

necessary for the execution of the ｾｲ･ｪ･｣ｴ＠ and settled all

claims for compensation arising from such acquisition in accordance with the laws and regulations of the Borrower.

And whereas the object of the Fund is to assist developing countries in developing their economy by providing them, inter alia, with loans for the implementation of their development projects;

And whereas the Fund is convinced of the

ｾｨ･＠ Project and its beneficial effects for the

And whereas the Fund has agreed in view of the foregoing to grant the Borrower a loan (hereinafter referred to as the Loan) on the terms and conditions set forth in this Agreement;

Now therefore, the parties hereto agree as follows:

ARTICLE I

The Loan; Interest and Other Charges; Repayment; Place of :Payment

SECTION 1.01. The Fund agrees to le:id the Borrower, on the terms and conditions set forth or hereinafter referred to in this Agreement an amount equivalent to six million four hundred and seventy thousand Kuwaiti Dinars (KD G,470,000).

SECTION 1.02. The Borrower shall pay interest at the rate of three and one-half per cent (3.5%) per annum on the principal amount of the Loan withdrawn and outstanding from time to time. Interest shall accrue from the respective dates on which amount shall be so withdrawn.

SECTION 1.03. An additional charge of one half per cent (1/2%) per annum on the amounts withdrawn from the Loan and outstanding from time to time shall be paid to meet the administrative expenses and the expenses of implementing this . Agreement.

SECTION 1.04. The charge payable for special commitments entered into by the Fund, at the request of the norrower pursuant to Section 3.02 of the Agreement, shall be at the rate of one half per cent (l/2%} per annum of the principal amount of any such special commitments outstanding from time to time.

SECTION 1. 05. Interest and -othe-r cha-r ge s - shall be compu ted on the basis of a 360-day year of twelve 30-day month for any period less than a full one half of a year.

SECTION 1.06. The Borrower shall repay the principal of the Loan in accordance with the Amortization Schedule set forth i n Schedule I to this Agreement.

SECTION 1.07. Interest and other charges shall be payable semi-annually on 15th February and 15th August each year.

ＢＢＧｾ＠

SECTION 1.08. The Borrower shall have )'tTe:-_']::"l·ght-,. ypon payment of all accrued interest and all ｯｴｨ･ｲ Ｏ ｾＬｴｩＧ｡ｲｧ･ｳ［ Ｎ＠ ｡ｮ､ ＭＺ ｾｰｯｮ＠

giving not less ｴｾ｡ｮ＠ 45 days' notice to the

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advance of maturity: ₁ t! _:""... '"' . . _f ｾﾷ＠ _{..., ..} -- · \\ _tt

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(a) all of the principal amount of the Loan at the time outstanding; or

(b) 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.

SEcrION 1.09. The principal of, and interest and other charges on, the Loan shall be paid at Kuwait or at such other places as the Fund shall reasonably request.

ARTICLE II Currency Provisions

SECTION 2.01. All accounts of the financial transactions made pursuant to this Agreement shall be, and all sums falling due thereunder shall be payable, in Kuwaiti Dinars.

SEcrION 2.02. The Fund will purchase, at the request of and acting as an agent for the Borrower, such currencies as may be required for payment of the cost of goods· to be f ｾ ｮ｡ｮ｣･､＠ from the Loan under this Agreement, or for reimbursement of such cost in the currency in which it was actually incurred. The amount which shall be deemed to ｨ｡ｾ･＠ been withdrawn f rorn ｴｨｾ＠ Loan in any such case shall be equal to the amount of Kuwaiti Dinars required for the purchase of the respective amount of foreign currency.

SEcrION 2.03. When repayment of principal or payment of interest and other charges on the Loan is being made, the Fund mav.

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purchase the amount of Kuwaiti Dinars required for such repayment or payment, as the case may be, against payment by the Borrower of the amount required for such purchase jn currency or currencies as may be acceptable from time to time to the Fund.

Any payment to the Fund required under this Agreement shall not be deemed to have been effected except f rorn the time and to the extent that Kuwaiti Dinars have actually been received by the Fund.

SECTION 2.04. Whenever it shall be necessary for the purposes of this Agreement to determine the value of ｯｾ･＠

currency in terms of another, such value shall be reasonably determined by the Fund.

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ARTICLE III

Withdrawal and use of Proceeds of the Loan

SECTION 3.01. The Borrower shall be entitled to withdraw from the Loan amounts expended or to be expended for the Project in accordance:: with the provisions of this Agreement. Except as the Fund may otherwise agree, no amount shall be withdrawn from the Loan on account of expenses incurred prior to 30 September, 1986.

SECTION 3.02. Upon the Borrower's request and upon such terms and conditions as shall be agreed upon between the Borrower and the Fund, the Fund may enter into special commitments in writing to pay ｡ｾｯｵｮｴｳ＠ to the Borrower or others in respect of the cost of goods to be financed under this Agreement notwithstanding any subsequent suspension or cancel.la ti on.

SECTION 3.03. When the Borrower shall desire to withdraw any amount from the Loan or to request the Fund to enter into a special commitment pursuant to Section 3.02, the Borrower shall deliver to the Fund a written application in such form, and containing such statements, agreements and ot h er documents as the Fund shall reasonably request. Applications for withdrawal, with the necessary documentation as hereinafter in· this Article provided, shall, except as the Borrower and the Fund shall otherwise agree, be made promptly in relation to expenditures for the Project.

SECTION 3.04. Except as the Fund may otherwise agree, no withdrawal from ｾｨ･＠ Loan shall be per mitted before a n application in respect thereof, in such form and supported by such documents as above mentioned in this Article, s hall have been furnished to the ｆｾｮ､Ｎ＠

. .

SECTION 3.05. Each application for withdrawal and t h e accompanying documents and other evidence must be sufficient in . form and substance to satisfy the Fund that the Borrower is entitled to withdraw fr0m the Loan the amount applied for and that the amount to be withdrawn from the Loan is to be used only for the purposes specified in chis Agreement.

SECTION 3.06. ﾷ ｾｨ･＠ Borrower shall apply or cause the proceeds of the Loan to be applied exclusively to financing t he reasonable cost of goods required to carry out the Project

､･ｳ｣ｲｩｾ･､＠ in Schedule 2 to this Agreement. The ｾｩｦ＠ •. ｴｾ＠ goods

to be financed out of the proceeds of the Loan and / ｴｬＩ ＭｾＭＺＭ .methods and procedure for procc.rement of such goods shair:·l)e -determined

by ｾｧｩ［･･ｭＷｮｴ＠ between the Borrower and the Ｎｦｾｮ､＠ ｾ＠ sub) ｾＺｃＺ Ｍ ｾ ｬ ｴｯ＠

modification by further. agreement between t.. ｆｩ Ｍ ･ｾ＠ ｾﾷ＠ ｾ［＠ Ｍ ｾｽ＠

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SECTION 3.07. The Borrower shall cause all goods financed out of the proceeds of the Loan to be used exclusively in the carrying out of the Project.

SECTION 3.08. Payment by the Fund of amounts which the Borrower is entitled to withdraw from the Loan shall be made to or on the order of the Borrower.

SECTION 3.09. The right of the Borrower to make withdrawals from the Loan shall terminate on 31 December 1990 or such othe r date as may from time to time be agreed between the Borrower and the Fund.

ARTICLE IV

Particular Convenants

SECTION 4.01. The Borrower undertakes that the Project shall be executed and shall on completion, be operated efficiently in accordance with sound engineering, administrative and financial principles, and otherwise in accordance with the provisions of this Agreement.

SECTION 4.02. (1) In furtherance of and without any limitations on its obligations under the preceding Section, the· Borrower shall entrust the execution of the Project to Bina Marga .

(2) To that end the Borrower shall make available to Bina Marga the proceeds of the Loan, the Saudi Loan and such further sums in foreign and l ocal currency as shall be required for financing the cost of the Project .

. SECTION Ｔ ｾ ＰＳＮ＠ Without derogation from any of its obligations hereunder the Borrower shall allow Bina Marga to assign ｡ｾｹ＠ of its responsibilities in respect of the execution . of the Project set forth herein to Jasa Marga.

SECTION 4.04. The Borrower shall, on completion of the Project, entrust its operation and maintenance to Jasa Marga and sha ll, to that end, invest it with such powers and accord it such facilities as shall ･ｾ｡｢ｬ･＠ it to operate the Project in manner as aforesaid.

SECTION 4.05. The Borrower shall , not ｬｾ｡ｮ＠ 30 June 1987, formulate proposals (a copy of ｾ Ｎ ＼＿ＡＡＧＮｾｾＮＮｽＮ＠ be furnished to the Fund for comme nts) for an ｡､ｭＺｩｲｲｩﾷｳｴｲ｡ｴｲｶ･Ｍｾ､＠

financial ｾｲＷ｡ｾｧ･ｭ･ｮｴ＠ for ｴｾ･＠ smooth ｾｮ､＠ ｾｦｦＮＷｾ Ｎｦｩｾ･＠ ＬＮ ｴｲﾰＺｮ Ｚｳｦｾ＾ ｾﾷ ｦ＠ the responsibility for operating and rnaintain+/ng ｾｊｦＮ＾ｨｾｧ ﾷＮ＠ tol · highways, as well as for implementing ｦｵｲｴｨ･ｲＺﾷ ｾ ｴｯｬｬ＠ bigbw?y

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projects, from Bina Marga to Jasa Marga. Such plan shall be validly concluded and thereafter implemented not later than two years before the date scheduled for completion of execution of the Project.

SECTION 4.06. In order to ensure the sound and timely implementation of the Project, Bina Marga shall set up a Project Team which shall be headed by a competent Project Manager and whose composition and powers shall be acceptable to the Fund. The Borrower shall not change the composition or powers of the Project Team before consultation with the Fund.

SECTION 4.07. The Borrower undertakes to engage, on terms and conditions acceptable to the Fund, competent engineeging consultants to assist the Borrower in the final preparation for, ｡ｾ､＠ supervision of, the execution of the Project.

SECTION 4.08. Unless the Fund shall otherwise agree, contracts for the execution of the Project shall be awarded as a result of international competitive bidding. The procedures of such bidding and the terms and conditions of such contracts shall be subject to consultation with, and shall be acceptable to the Fund.

SEcrION 4.09. (1) The Borrower shall at any time before the signature of this Agreement furnish the Fund with written confirmation that all the land . necessary for the Project has been acquired and that all claims for compensation arising from such acquisition have been satisfactorily settled in accordance with the laws and regulations of the Borrower.

(2) The Borrower shall also furnish the Fund with a re po rt setting out, inter alia, the major difficulties encoun tered in the process of the acquisition of the said land, the payment of compensation to the persons whose rights have been affected by such acquisition and the measures taken by the Borr Ov!er to surmount a_ny such difficulties.

SEcrION 4.10. The Borrower shall cause Jasa Marga to operate the toll system economically and efficiently and to take such measures as may be necessary to avoid unnecessary hindrance o r retardation of traffic on the toll highway constructed under the Project.

SEcrION 4.11. (1) The Borrower to keep the Project at all times

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shall cause Jasa Marga in a ｰｲｾｳｴ｡ｴ･＠ of

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(a) establish and maintain suitable.:.· r.oad mai'Il._tenance workshops; .

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(c) lay down and thereafter implement a programme (copy of which shall be furnished to the Fund not later than one year from the date of the corning into force of this Agreement) for training its engineers, technicians and other staff; and

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(d) ensure that the dimensions and axle-loads of vehicles on the toll highway constructed under the Project shall be consistent with its design. standards.

(2) The Borrower undertakes that other primary public roads not forming part of the Project but directly linking with it shall likewise be caused to be

regularly maintained.

SECTION 4.12. The Borrower sball take or cause to be taken such measures as may be necessary to protect the environment and to preserve life and property from any hazards that may arise from the execution or operation of the Project; and without any limitation on the generality of the foregoing, the Borrower shall:

(a) undertake a study of the possible effects on the incidence of serious accidents as a result of the operation of the Project; and

(b) in the design and execution of the Project make allowance for the construction of future sanitary sewerage pipes.

SECTION 4.13. The Borrower sho.11 insure or cause to be insured with responsible insurers all goods financed out of the proceeds of the Loan. Such insurance shall cover such marine, transit and other hazards incident to purchase and importation of the goods into the territories of the Borrower and delivery thereof to the site of the Project, and shall be for such amounts as shall be consistent with sound commercial practices.

ｓｵｾｨ＠ ｩｮｾｵｲ｡ｮｾ･＠ ｳｨｾｬｬ＠ be payable ｾｮ＠ the currency in which ｴｨｾ＠

cost of the goods insured thereunder shall be payable, or in freely convertible currency.

The Borrower shall take out and maintain or cause to be taken out and . maintained, with responsible insurers , insurance against risks related to the Project in such amounts as shall be consistent with sound commercial practices. SECTION 4.14. The Borrower shall furnish to the Fund, promptly upon their preparation, the studies ｯｦｾｬ｡ｮｳ＠

and specifications for, the Project, the ｳｾｾｾＴｵｾｾｵｦ Ｇ｜Ｎ ｩｴｳ＠ e xe cut ion and any material rnodif ica tions ｳＮＶＮｦｦｳ Ｎ ･ｱｴｩ･ｮｴｬｹ ﾷｾ ＬｭｦｴＺ､･＠ therein, in such detail as the Fund shal.l . ｦｾｩｦﾷ＠ .. ｾ ﾷｩｾｾｴｯ＠ ｴ Ｍ ｾｭ Ｎ･＠

request.

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SECTION 4.15. The Borrower shall maintain or cause to be maintained records adequate to identify the goods f inancea out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof), and to reflect in accordance with consistently maintained sound accounting practices the .

operations of Bina Mar g a. The Borrower shall afford all

reasonable opportunity f o r accredited representatives of the Fund to make visits for purposes related to the Loan, and to inspect the Project, the goods and any relevant records and documents; and shall furn :L sh to the Fund all such information as the Fund may request concerning the .expenditure of the proceeds of the Loan, the Project , the goods and the operations of Bina Marga.

SECTION 4.16. The Borrower undertakes to provide Jasa Marga with such equity capital and that Jasa Marga shall take all necessary steps, including adjustment from time to time of its tolls, to generate such revenues as shall be sufficient:

(a) to cover operating expenses including ｭ｡Ｑｮｾ･ｮ｡ｮ｣･＠

costs and adequate provision for depreciation;

(b) to meet interest on debt and taxes;

(c) to meet repayments on long-term indebtedness to the extent that the same exceed provision for depreciation; and

(d) to leave · a surplus which shall be adequate to make a reasonable contribution to its future capital expenditure.

SECTION 4.17. Except as the Fund shall otherwise agree, Borrower should ensure that Jasa Marga shall not incur any debt if as a result thereof its outstanding liability in respect of its debts in relation to its equity shall exceed the ratio of

60:40. For ｰｵｲｰｯｳｾｳ＠ of this ｾ･｣ｴｩｯｮ＠ debt shall mean any debt

which shall mature more than one year after the ､｡ｴｾ＠ of its

being incurred.

SECTION 4.18. The Borrower and the Fund shall cooperate fully to assure that the purposes of the Loan will be

accomplished. To that end, the Borrower and the Fund shall from

time to time exchange views through their representatives with regard to matters relating to the purposes of the Loan and

maintenance of the service thereof. The Borrower shall promptly

inform ｾｨ･＠ Fund of any circumstances (including any substantial

increase in the cost of the Project) which ｩｮｴ･ｲｾｾｾ･ｳ＠ or

threatens to interfere \With the accomplishment ｯｦｾ Ｎﾷ＠ es

of the Loan or maintenance of the service thererofc!v ｾ＠

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SECTION 4 .19. The Borrower shall furni

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ＯＧｉｄｬ Ｌ､ｾ＠ ｾ ﾷｩＱ ﾷｨ Ｎ＠

quarterly progress reports on the status of ｪｪ ﾷｾ Ｎ ｬｾ･･ ＬＮ ｩｯｾ ﾷ＠ ｾｾ＠ ｾ＠

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the Project dealing, inter alia, with such matters as are ref erred to in the preceding Sub-section.

At the end of completion of execution of the Project, the Borrower shall furnish the Fund with a completion report containing a comparison of cost and time schedule with the original estimates, explaining the circumstances that may have led to any substantial divergence, and stating any problems or obstacles that may have beset the execution of the Project and the ways and means devised for their solution.

SECTION 4.20. (a) The Borrower shall take or cause to

be taken all action necessary on its part to execute the Project and shall not take, or permit to be taken, any action which would prevent or interfere with the execution or operation of the Project or the performance of any of the provisions of this Agreement .

Cb) Without limitation to the generality of paragraph (a) of this Section, the Borrower shall not take any action which should prevent the exploitation of any quarry from which materials are necessary for the execution of the Project.

SECTION 4.21. It is the mutu.al intent i on of the

Borrower and the Fund that no other external debt shall enjoy any priority over the Loan by way of a lien .hereafter created on . governmental assets. To that end, the Borrower undertakes that, except as the Fund shall otherwise agree, if any lien shall be. created on any assets of the Borrower as security for the external debt, such lien will ipso facto equally and ratably secure the payment of principal of, and interest and other charges on, the Loan, and that in the creation of any such lien express provision will be made to that effect; provided, however, that the foregoing provisions of this ｓ･｣ｴｩｯｾ＠ shall not apply to: ( i ) any lien created on property, at t:1e time of

purchase thereof, solely as-security for the payment of the purchase price of such property; (ii) any lien on commercial goods to secure a debt maturing not more than one year after the date on which it is originally incurred ｾｮ､＠ to be paid out of the proceeds of the sale of such commercial goods; or (iii) any lien arising in the ordinary course of ban :<ing transactions and securing a debt maturing not more th2n one year after its date. The term 'assets of the Borrower' as used in this Section includes assets of the Borrower or of any of its administrative sub divisions or of any agency of the Borrower or of any such political sub divisions, including the Central Bank of the Borrower or any other institution pe ｰｾ ｾ ｾ＠ the functions of a Central Bank. ｾ ｾ ｾｾﾷ＠ ｣ｾＬＮ＠

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SECTION 4. 22. The principal · ｾｦＬ＠ ｾｮ､＠ ＭｾｾｩＺｾｾ＠ on

tfi:El

loan and all other charges shall be paid wi ｴｨ､ｾｬ＠ deduct19n ｾｯｾＺ Ｌ ｾ＠

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and exempted from any tax in force under the laws of the Borrower or laws in effect in its territories or shall be in effect in the future.

SECTION 4.23. This agreement shall be exempted from any taxes, imposts, levies fees and dues of any nature 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 or cause to be paid all such taxes, imposts, levies and dues, if any, imposed under the laws of the country or countries in whose currency the Loan is payable or laws in effect in the territories of such country or countries.

SECTION 4.24. The principal of, and interest anc other charges on the Loan shall be paid free from all restrictions, imposed under the laws of the Borrower or laws in effect in its territories.

SECTION 4.25. All Fund documents, records, correspondence and similar material shall be considered by the Borrower as confidential matters. The Borrower shall accord the Fund full immunity from censorship and inspection of publications.

SECTION 4.26. All Fund assets and income shall be

･ｾｯｮ･ｲ｡ｴ･､＠ from nationalization, confiscation and ｳ･ｩｺｵｲ･ｾ＠

ARTICLE V

Cancellation and Suspension

SECTION 5.01. The Borrower may by notice to the Fund cancel any amount of the Loan which the Borrower shall not have withdrawn prior to the giving of such notice, except that the Borrower may not so cancel any amount o= the Loan in respect of . which the Fund shall have entered into a special commitme1t

pursuant to Section 3.02 of this Agreement.

SECTION 5.02. If any of the following events shall ha'le happened and be continuing, the ｆｾｮ､＠ may by notice to the Borrower suspend in whole or in part the ｾｩｧｨｴ＠ of the Borrow e r to make withdrawals from the Loan.

(a) A default shall have occurred in the payment of the principal or interest or any other payment required under this Agreement or any other greement between the Borrower and the Fu ＺｾｩｏｊＭ＼ＺｾｌＮＺＺＺＺ ｾｾＭ Ｎ＠

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Ｍｾ＼ＧＮＨｾＮＮＮ＠ _{. -. -1 .. Ｍ ｾＮ Ｍ｜＠ .. " .} -<"· ₁ /

(b) A default shall have occurred in the performance of any other covenant or agreement on the part of the Borrower under this Agreement;

(c) The Fund shall have suspended in whole· or in part the right of the Borrower to make withdrawals under any other Loan Agreement f between the Borrower and the Fund because of a default in the part of the Borrower;

-(d) An extraordinary situation shall have arisen which shall make it improbable that thi= Borrower will be able to perform its obligations under this Agreement.

Any event occurring after the date of this Agreement and prior to the effective date which would have entitled the Fund to suspend the Borrower's right to make withdrawals if this Agreement had been effective on the date such event occurred, will entitle the Fund to suspend withdrawals under the Loan exactly as if it had occurred after the effective date.

The right of the Borrower to make withdrawals under the Loan 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 Fund shall have ｮｯｴｾｦｩ･､＠ the Borrower that the. right. to make withdrawals has been restored; provided, however, that in the case of any such notice of .restoration the right to make withdrawals shall be restored only to the extent and subject to the conditions specified in such notice, and no such notice shall affect or impair any right, power or remedy of the Fund in respect of any other subsequent event described in this Section. SECTION 5.03. If any eve nt ｳｰ･｣ｩｦｩｾ､＠ in paragraph (a) of Section 5.02 shall occur and shall ｣ｯｮｴｩｮｵｾ＠ for a period of thirty days after notice thereof shall have - been -given by the Fund to the Borrower, or if any event specified in paragraphs (b), (c), (d) and (e) of Section 5.02 shall occur and shall continue for a period of sixty days afte: notjce thereof shall have been given by the Fund to the 3orrower, then at any subsequent time during the continuance thereof, the Fund at its option, may delcare the principal of the Loan to be due and payable immediately, and upon any such cecla ration such principal shall become- due and payable immediately, anything in this Agreement to the contrary notwithstanding.

SECTION 5.04. If (a) the right of the Borrower to make withdrawals from the Loan shall have been ｳｵｳｰ･ｮ､･ｾｳｰ･｣ｴ＠

to any amount of Loan for a continuous period ｓ Ｎｾｩ［ＺｊｬＱｾｴｹｾｏＧｾｹｳ

Ｑ＠

or (b) by the date specified in Section 3.09 as ｴ ｨＮ･ｾﾢ Ｑｯｾ Ｚ ｩｮＬｧ＠ ｄｾ｢Ｚ｜｡ｮ＠

｡ｭｯｾｮｴ＠ of the L_oan shall r7main ｵｮｷｩｴｾ､ｲ｡ｷ ｱ ｬ ＱＷＺＯｴｊｴ･ Ｇ＠ ｾ｡＠ m'ay.Jby

notice to the Borrower t erminate the right ｯｾ＠ ｴｨ･ Ｈ ｂｯｩｲｯｷ･ｾ ｾ ｾｯ＠

I r-_(;) --_c;)

\__,;1 ' . --

_{, , - . -·- ｾ＠}ｾ＠

ＭｾＮ＠ ...·. \ : .-'I\. J ,;

ｾｚＺＮ＠ Ｈ ｾ＠ .. ' -=. -'1

';>;,

ＭＭＭｾ＠

...

ｾＺｾＯ＠ 11

- -

-make withdrawals with respect t o such amount. Upon the giving of such notice such amount of the Loan shall be cancelled.

SECTION 5.05. No cancellation or suspension by the Fund shall apply to amounts subject to any special commitment entered into by the Fund pursuant to Section 3.02 except as expressly provided in such commitment.

SEcrION 5.06. Except as the Fund may· otherwise agree any cancellation shall be app:ied pro rata to the several instalments of the principal amount of the Loan maturing after the date of such cancellation.

SECTION 5.07. Notwithstanding any cancellation or suspension, all the provisions of this Agreement shall be continued in full force and effect except as in this Article specifically provided.

A..-q_TI CLE VI

Enforceability of this Agreement; Failure to Exercise Rights; Arbitration

. SECTION 6.01. The rights and obligations of the Fund and the Borrower . under this Agreement shall be valid and enforceable in accordance with their terms notwithstanding any local law to the contrary. Neither the Borrower nor the Fund shall be entitled under any circumstances to assert any claim that any provision of this Agreement is invalid or unenforceable for any reason.

SEcrION 6.02. No delay in exercising, or omission to exercise, any right, ｰｯｷ･ｾ＠ or remedy accruing to either party under this Agreement upon any default shall impair any such right, power or remedy, or to be construed to be a waiver thereof or any acquiescence in such default; nor shall the · action of such party in respect of any default, or any acquiescence in any default, affect or impair any right, power or remedy of such party in respect of any other or subsequent default.

SEcrION 6.03. Any controversy between the parties to this Agreement and any claim by either such party against the other arising under this Agreement shall be determined by agreement of the parties. If no agreement is__J:..ea_ched the· controversy or claim shall be submitted to an Ar :i:J:r.CJ.l. ＢＧ ｪＲｾｾｵｮ｡ｬ＠

as provided ·in the following Section.

··.<" , .. ,.., .,

ｾ Ｍ＾［｜＠

SEcrION 6.04. The Arbitral Tribuna

Ｏ ｾｾｊ｜ｾｾ

ＮｾｾｩＺｾﾷＮ｜ｦ＠

ｴｨｲ･ｾ＠ arbitrators appointed as follows: one ｾｾｩｴｲ｣｜ｴｯｲ＠ Ｉ ｳｨ｡ｦＩＮＺ｟ Ｇ ｾ･＠ appointed by the Borrower, the second ｡ｲ｢Ｑｹｾ｡ｴｯｴＧＭｳｨ｡ｬｬ _{\: ,,.• ... ... . ... ,,.. . · ·: ,} ｾ ｢･＠

' : ;, _ \,..., . I Ｌ ＬＮＮＮｾＮＺＺＺＺＮＺ ＺＺ ［Ｏ＠

• • "."'I ' • I '/

• Ｏ ＯｾＭ Ｇ［ＢＺＮ＠ -:" ... . ｾＮ＠ / (/v

---c-i.. -- •, .... _____ .. _ _ .. , __ __ ,

-appointed by the Fund; and the third arbitrator (hereinafter sometime 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 a ·: the request of either party. If either of the parties shall fail to appoint an arbitrator, such arbitrator shall be appointed by the President of the International Court of Justice upon the request ·of the adverse party. 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 .hereinafter prescribed for the appointmert of the original arbitrat or and such successor shall have all the powers and duties of such original arbitrator.

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 ｳｵ｢ｭｩｾｴ･､＠ to arbitration, the nature and extent of the relief sought, and the name of t he arbitrator appointed by the party instituting such proceeding. Within thirty days after the giving of such notice, the adverse party shall notify the party instituting the proceeding of the name of the arbitrator appointed by such adverse party.

If within sixty 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 the first paragraph of this Section.

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.

Subject to the provision 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. The Arbitral Tribunal shall afford all parties a fair hearing and shall render its award in writing. Such award may be rendered by default. An award signed by a majority of the Arbitral Tribunal shall constitute the award of ｾｵ｣ｨ＠ 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 this Agreement. Each party shall abide by and comply with any such award rendered by the Arbitral Tribunal.

- _{,fY_,..·} /,- _,.... ... _{- ｾ＠ ....} ｾＢＢＧＱ＠ _{ｾ＠ •• ...,, •.}

The parties shall fix thef':aino.un.t. of .'

remuneration or fe_es of the arbitrators and such

Ｑ

ｯ ｟ ｦ＿ｾｲＭ Ｂ ｰｾ Ｎｅ｟ ｾｯｾｾ＠ ＬＺｾﾷＺ｜＠ as shall be required for the conduct of the fa·r·b1tr·at:i.on ＮﾷＺｾ＠

ｾ＠ ｾＧ＠ \ J · .. ｾ＠ ｾ＠

:i , _ ... . . 1:

; \ ,..\ ' I ,t

,\ ＬＮＮＬｾ＠

.

...

-

....

. , ,, ) I ._ . Ｍｾ＠ 13 I '

ｾ Ｇ＠ ;'r . :"" / .. ,, ...:' ;· /

ｾｾ ｾ ｜ ･＾ Ｎ＠

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 Tripunal shall be divided between and borne equally by the part:'_ es. 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.

The Arbitral Tribunal shall apply the principles common under the current laws of the Borrower and the State of Kuwait, as well as the principles of justice.

SECTION 6.05. The provisions for arbitration set forth in the previous Section shall be in lieu of any other procedure for the determination of contro versies between the J?Crties to this Agreement and any claim by either party against the other party arising thereunder.

SECTION 5.06. ｓ･ｾｶｩ｣･＠ of any ｮｯｴｩｾ･＠ er prcc2ss in

connection with any proceeding under this Article may be made in the manner provided in Section 7.01. The parties to this Agreement waive any and all other requirements for t :1e service of any such notice or process.

ARTICLE VII

Miscellaneous Provisions

SECTION 7.01. Any notice or request required or permitted to be given or made under this Agreement shall be in writing. Except as otherwise provided in Section 8.03, such notice or request shall be deemed to have been duly given or made wfien ft shall be delivered by · hand or by mail, t elegram, cable or telex to the party to which it is required or permitted _ to be given or made at such party's address specified in this Agreement, or at such other address as such party shall have designated by notice to the party giving such notice or making such request.

SEc.rION 7.02. The Borrower shall furnish tQ the Fund sufficient evidence of the Authority of the person or persons who will sign the applications provided for in Article III or who will, on behalf of the Borrower, take any other action or execute any other documents required or permitted to be taken or executed by the Borrower under this Agreement, and the authenticated specimen signature of each such ＺｾｾｾＮＺ ｾ ﾷ［ＬｾＮｽ＠ _

.

.

ＯＯＺＮＺＮＮＬｾ＠

.

....

(

..

SECTION 7. 03. Any action required oL:pemitted, tc;?\ .e taken, and any documents required or ｰ･ｲｭｩｴｴ･､ Ｑｾ ｢Ｇｯ＠ ｣Ｍ ｢･ Ｌ ＮＮＭ･Ｍｸ･ Ｎ ｣ｏＮｴ ﾷ･Ｍ｡ ｾｦ＠

ｲｬ

ﾷ ＺＮＮ ｾ＠

----

u ·,;

_{, _ ,}

- :},_ : :·: ;i

• ' \ . , I f

Ｂ ｾ ＭＮ＠ .- / ｾＭＺＭｴ ﾷ＠ Ｌｻｾ＠ 14

o ) I · - "/ ｾ＠ , .. 1 •

... .,,..,"""t • ,,, >.l •• . , It ＭＭｾ＠ -; ＺＺＺＮ ｾ ＧＭＭ［Ｚﾭ

under this Agreement on behalf of the Borrower may be taken or executed by the Minister of Finance or any person thereunto authorized in writing by him. Any modification or amplification of the provisim1s of this Agreement may be agreed to on behalf of the Borrowe .r by written instrument executed on behalf of the Borrower by its aforementioned representative or any person thereunto authorized in writing by him, provided that, in t he opinion of such representative, such modification or amplification is reasonable in the circumstances and will not substantially increase the obligations of the Borrower under this Agreement. The Fund may accept the execution by such representative or other person of any such instrument as conclusive ･ｶｩｾ･ｮ｣･＠ that in the opinion of such representative any modification or a:r.tpl:.fication of the provisions of t h is Agreement effected by such instrument is reasonable in the circumstances and will not substantially increase the obligations of the Borrower thereunder.

ARTICLE VIII

Effective Date; Termination

. SECTION 8.01. This Agreement shall not become effective until evidence . satisfactory to the Fund shall have been furnished to the Fund that the execution and delivery of this Agreement on behalf of the Borrower have been duly authorized or ratified by all necessary governmental action.

SECTION 8.02. As part of the evidence to be furnished pursuant to Section 8.01, the Borrower shall furnish to the Fund a legal opinion or opinions of a competent authority showing that the provisions of the preceding Section of this Article have been complied ｾｩ＠ t _h.

SECTION 8.03. Except as shall be otherwise agreed by the Fund and the Borrower, this Agreement shall come into force and effect on the date upon which the Fund dispatches by telex or cable to tne Borrower notice of its acceptance of the evidence required by Section 8.01.

SECTION 8.04. If all acts required to be performed pursuant to Section 8.01 shall not have been performed before ninety days after the signature of this Agreement or such other date as shall be agreed upon by the Fund and the Borrower, the Fund may at any time thereafter at its option ｴ･ｲｭｩｑ｡｟ｾ･＠ this Agreement by notice to the Bar rower. Upon the giy:ft('q-, Ｚ ｱｲ ｾ Ｇｳ Ｎｵ｣ｨ＠

notice, this Agreement and all obligations

.

ｯｦＮｾｬｩ･＠ ｰｾｲｴｩ･ｳ＠

. / ＮＺＮｾ＠ \... ' .. ｾ＠

thereunder shall forthwith terminate. _

(:i/

ｾﾷ ＭＭｾ＠

.. --., \\

SECTION 8. 05. If and when the entire {b_ri:r:icipal

ｾｭｯｵｮｴ

ＧＮ＠

)j of the Loan and all interest and other charges which-:Sh-a-1-I have l

ﾷｾ ＭＺ ＭＮＮ＠...

-

,.... ,.:_.· /

ｾ＠

.

.:_:.,,,

-

..

.... : '

" ' .·

- ;../. .. ｾ＠ <':.,,--.('

accrued on the Loan shall have been paid, this Agreement and all obligations of the parties thereunder shall forthwith terminate.

ARTICLE IX Definitions

SECTION 9.01. Except where the context otherwise requires the following terms have the following meanings wherever used in this Agreement or any schedule hereto:

(1) the term 'Project' means the Paoalarang-Cileunyi Toll Highway Project for which the Loan is granted, as described in Schedule II to this Agreement and as the description thereof shall be amended from time to time by agree.111ent between the Fund and the Borrower;

(2) the term 'Goods' means equipment, supplies and services which are required for the Project. Wherever reference is made to the cost of any goods, such cost shall be deemed to include the cost of importing such goods into the territories of the Borrower;

(3) Jasa Marga is the Indonesian Highway Corporation, a body corporate established as a state enterprise

(Persero) by Notary Act No. 1 of March 1, 1978; and Government Regulation No. 4 of 1978.

(4) Bina Marga is the Directorate General of Highways, one of the three principal Directorates of the IndoneEian Ministry of Public Works.

SECTION 9.02. The following addresses are specified for the purpose of Section 7.01:

For the Borrower:

Department of Finance

Director General for International Monetary Affairs P.O. Box 3329

Jalan Lapangan Banteng Timur 2-4 Jakarta, Indonesia

Alternative address for Cable and Telex:

CABLE

DEPKEU CR MINFIN JAKARTA

For the Fund·:

TELEX

45799 DJMLN IA

Kuwait Fund for Arab Economic Development P.O. Box 2921 Safat

13030-Safat Kuwait.

Alternative ｡､､ｲｾｳｳ＠ for cablegrams and radiograms:

CABLE

AL SU ND UK KUWAIT

TELEX

22613 KFAED KT 22025 ALSUNDUK

IN WITNESSETH 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 Jakarta, Re?ublic of Indonesia, in five copies, each considered an original and all to the same and one effect, as of the pay and year first above written.

Republic of Indonesia

By ••••••••••••• ＭＮｾ＠ ••••••••••

Authorized Representative

Kuwait Fund for Arab Economic Development

By

...

Director-General

Sl. No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34

SCHEDULE I

Amortization Schedule

Date Payment Due

15.2.1990 15.8.1990 15.2.1991 15.8.1991 15.2.1992 15.8.1992 15.2.1993 15.8.1993 15.2.1994 15.8.1994 15.2.1995 15.8.1995 15.2.1996 15.8.1996 15.2.1997 15.8.1997 15.2.1998 15.8.1998 15.2.1999 15.8.1999 15.2.2000 15.8.2000 15.2.2001 15. 8. 2_0 01 15.2.2002 15.8.2002 15.2.2003 15.8.2003 15.2.2004 15.8.2004 15.2.2005 15.8.2005 15.2.2006 15.8.2006

Payment of Principal

(Expressed in Kuwaiti Dinars)

TOTAL 190,000 190,000 190,000 190,000 190,000 190,000 190,000 190,000 190,000 190,000 190,000 190,000 190,000 190,000 190,000 190,000 190,000 190,000 190,000 190,000 190,000 190,000 190,000

_190

,ooo

190,000 190,000 190,000 190,000 190,000 190,000 190,000 190,000 190,000

200,000 # / -'. \\ : ,,,

A ,,. ',..-J (• ＮＮＮＮＭｾ＠

ＭﾷＭＶＭｾ［［Ｍ［ｯＭｯＭＭ

ＮＯｾＺ ﾷ ＭｾＺ＾ ｾ＾ＧＮ

ｊ＠ ＺｊＭＺＨｶｻ｟＿ｾ＠

, , "... ... ...-;· - / ...:1_ \

=============::'=.'::..;' _{11 . ·:-}1

0 '(·

_{, ,} ｾ｜＠_ｾ＠

I' -:.i ｾ＠ .j

ｴｾ＠ 5=;.

- ··'-. ｾ＠ .';.;; 1

'!>." .... " , 'c... ｾ＾＠ .. ﾷﾷ ｾ＠ ("\ ... ·:: ＯｾＮＺＮＮ＠ .. .

' _.., ' r • Ii• ; "" Ｑ｟ＮＮｾｳＭｾ＠

'

:..

ｾＢＢＧ Ｍ

.

.

ＬＮＮＮ ｾ＠

...

:"

\ .<: . :.<

' • V 1.1"'" ",_,/,.,..

SCHEDULE II

PROJECT DESCRIPTION

The purpose of the Project is to improve the movement of passangers and goods between Bandung and its hinterland and to provide an alternative road for the through traffic passing in Bandung, by constructing a toll, access controlled, highway

between the two cities of Padalarang and Cilenyi. Thereby

contributing to the development of the Bandung region. The

Project, being about 54 kilometers of roads, consist of the following elements:

:. • Civil Works

The construction of about 42 kilometers of four lanes divided highway and about 12 kilomete rs of two lanes roads

( frontage roads, access roads, ramps). Works shall include

earthworks, pavements, shouldErs, drainage works, drainage structu res, bridges, multi-level interchanges, over-passes, under-passes, toll plazas, and safety works.

2. Consultancy Services

3. Land Acquisition

For contracting purposes the Project shall be divided into two Sections:

1988.

Section A

Consisting of Bandung Bypass, Jalan Pasteur connector, Jalan Pasirkoja connector, and access roads.

Section B

Consisting of a highway be':.ween Jalan Mohammad Toha .to Cileunyi and access road.

The Project is expected to be completed by th e end of

REPUBLIC OF INDONESIA

Kuwait Fund for Arab Economic Development P.O. Box 2921 Safat

13030 Safat, Kuwait.

Side Letter No. 1

Date:

Sub: List of goods to be financed from the Loan - Procedure for Procurement

We refer to Section 3.06 and 4.08 of the Loan Agreement of even date herewith signed between us for the financing of Padalarang-Cileunyi Toll Highway Project and the attached 'List of Goods' showing the items to be financed from the Loan and the percentage of the foreign cost to be financ ed unde: each item.

It is recognized that the proceeds of the Loan ｷｩｾｬ＠ not be used

in any manner for the payment of any duties or taxes imposed under the laws of the Republic of Indonesia or in force in its territories.

Unless otherwise agreed with the Fund, the procedure of international competitive bidding will be used for

procurement of all items. Where it is considered desirable to

pre-qualify bidders, your approval of such procedure and of the

list of pre-qualified bidders will be obtained. With respect to

procurement of all items to be - financed from the Loan we shall furnish you with a copy of the draft bidding documents for review and comments and shall make such reasonable alterations as may be required by you in such documents or in the bidding

procedure. Upon the receipt and analysis of bids we shall

furnish you with a detailed report on the evaluation of bids together with the recommendation for awarJ for your

consideration and approval. ｾｮｹ＠ material modification proposed

to be made before an award in the conditions of contract previously approved by you will also be presented for your approval.

For the purpose of evaluation and ｣ｯｭｰ｡ｲｩｳｯｾｾＭ］］Ｍﾭ

foreign and local bids an amount equal to 7. 5 per ｣･ｮｴｾＭﾷ＠ ｾ［ＡＺ ＮｬＱＮｾＮＭＮＮＮＺＮ ＡｾＬ＠ ｾＭ Ｎ＠

bids amount may be added to bids offered by foreign

ｰＧＮｩｾ､･ｲｳ＠

.,...

ｾ＠ ＼ Ｍｾ＠

The term foreign bidder as used herein includes ｪｯｩｮｴＯｾｾｮｴｵｲｾｳ Ｍ｟＾ Ｉ Ｑ＠

r_ .. ,

whose local shareholding represents less than 60 ｰ･ｾＺＺ｣･ｮｴｾ＠ \:. '.\

ｾ＠ ｾ ［＠

-;-:: .. u -"-/

I ..._?' .-:..:-• •-... _ .... '.'°) ＯｾｾＺＺＭ .,''

ｾＬＨＮＬＮ＠ ' I I 1·.-· '• ..: Ｚｾ ［＠

, •,..., l.. Ｌ｣ＬｾＭ ...

- . ·-··-···-,_,. ... ＭＭｾﾷＭＭＭＭ ｾＭｾＭ Ｍ ＭＭＭ ...

-Following signature of contracts, we shall furnish you with conformed copies of such contracts for the purpose of ｹｾｵｲ＠

records and disbursement from the Loan in accordance therewith. Please indicate your agreement to the foregoing and to t he attached 'List of Goods' by signing the form of confirmation on the enclosed copy of this lett:r and returning it to us.

Republic of Indonesia

By •••••••••••••••••••••.•••

Authorized Representative

Confirmed:

Kuwait Fund for Arab Economic De v elopment

By. . • • . .. . • • • . . • • • • • • I

\)

Director-General

.•. , .. ｾＺ Ｍ ﾷ Ｑ Ｍ Ｍ

/. I \ _...._. ..:,. .._: • •

.·_ -·;- ·:.:·.: . .' '/

"

l' ... .. - . - .... "

j Ｎ［ＮｾＯ＠ ·-- :-: •. --:-:: ..

,, ..

｟ｾＭ ｯ ｾ＠

·--:,;· .

ＭＺ ｑＭ ｾ ｩ＠

\

::--\

:-: ( G•

｣ｾ＠ <_,

·: ·. f- f

, .- . .._ • II

. • • '

.

..

-.. ...

_:--:::::-./ /J ,

I "" •,, I ·- I ｾ＠\,) " " ' /."

•. . ·- .<,"",. 7'

'-':: ·:.. (' - · ·-· :-... _,"" .\ "" ｾ＠

' · _{ｾ ｾＬ} '-'-".: .. . .; •!1.:· , : ｾ＠ '' . _ＭＯ＠.,d'·

. . ··--- ·---'---·----..

.. ____ ...__..___ ____

ＭＧＭＭ ｾＭ Ｍ ＭＭ ｾＭＭＭ ﾷ Ｍ］Ｍｾ＠

...

;1...

LIST OF GOODS

TO BE FINANCED FROM THE LOAN

Item No.

Item

1. Civil Engineering

Works

2. Consultancy Services

3. Unallocated

Total Amount of the Loan

Allocated Amount in K.D

4,950,000

390,000

1,130,000

6,470,000

===============

Percentage of foreign cost of item

35% of Foreign Cost

35% of Foreign Cost

ＭＢＢｾｾ＠ . ·: :'. I ,, : ｾ＠ . .

'-｟［ｾ＾Ｇ［［Ｎ＠

...

Ｍ ｾ＠

-

Ｍｾ Ｚ ＺＮＮＭＮ ﾷｾＮ＠ Ｚｾ Ｎ＠ ｾ＠ ｾ ｜｟＠

c:._, _, ... •.' \

r-, ("" . . ,,---.-.. . -- '

nq ?; _-

- -

Ｚﾷｾ＠ _. \' "·

.

_.. . . . .

II

I >; -: • : / • '

ｾ＠ .·. - . ..__ .- r

-\ ·. :... , ... ( ..:. :

. ｾ＠ :::', ... ·.'J ＮＯＮＬＮｾ＠

' .... ｾＮＮＮ＠ (:; ..

,'\'-- - - - · · -· -·---"-- · - - -ＭＭｾ＠ .i. ..;.. ...

-Side Letter No. 2

REPUBLIC OF INDONESIA

Date:

Kuwait Fund for Arab Economic Development P.0.Box 2921 Safat

13030 Safat, Kuwait.

Gentlemen:

Reference is made to the Loan Agreement of even date herewith signed between us for the financing of Padalarang

-Cileunyi Toll Highway Project. We confirm that we have been

duly informed that in accordance ｷｩｴｾ＠ the laws and regulations

in force in the state of Kuwait, the use of public funds in connect:ion wit:h transact:ions involving trading or dealing with any country, firm or concern subject to boycott in accordanc e with the resolution of the Competent Organ of the League of Arab State is prohibited.

We therefore, underta ke that the proceeds of the abov r:: mentioned Loan will not be used in any manner to finance

directly or indirectly any · goods or services ｰｾｯ､ｵ｣･､＠ or

supplied by any ｣ｯｵｮｴｲｹｾ＠ firm or concern subject to ｢ｯｹ｣ｯｴｾ＠

under the regulations in force in the State of Kuwait.

Please confirm your acceptance of the assurance given above by signing the attached copy of this letter and returning

it to us.

Republic of Indonesia

By ••••••••• • •••• • • ••••••• • • Authorized Representative

Confirmed:

Kuwait Fund for Arab Economic Development

By. • • . . . • • • • • • • • • • • • I

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