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A.I.D. Loan No . 497-H-025

LOAN AGRE EMENT

(Indonesia: Ketenger Transmiss ion and Distribution Rehabilitation )

GOVERNMENT OF INDONESIA

AND

l'ERUSAfIAAN LISTRIK NEGARA

AND THE

(2)

Section Number

ARTICLE I

SECTION 1.1 SECTION 1.2

ARTICLE II

SECTION 2. 1 SECTION 2 .2 SECTION 2 . 3

SECTION 2 .4

ARTICLE III

SECTION

3.1

SECTION 3 .2 SECTION

3 .3

SECTION 3. l.j.

ARTI CLE DI

SECTION

4.1

SECTION 4 . 2

SECTION

4.3

ARTI CLE V

SECTION 5 . 1 SECTION 5 . 2 ARTI CLE VI

SECTION 6 . 1 SECT ION 6 .2 SECTION

6 .3

SECTION

6.4

SECTION

6 . 5

SECTION 6 .6

SECTION

6. 7

SECTION

6 .8

The Loan

The Loan Project

Borrower Repayment Terms and Interest

Interest Principal

Application and Place of Payment Prepayment

Condi tions Precedent

Conditions Precedent to Initial Financing Conditions Prec edent to Financing

Construction Services and Procurement Terminal Dat es for セオャヲゥャャュ・ョエ@ of

Conditions Precedent

Notification of Meeting of Conditions Precedent

Disburs ements

Requests for Letters of Commitment Other Forms of Disbursement

Terminal Date for Requests for Conunitment Doc1unents and for Disbursements

Particular Covenants and Warranties Concerning the Pr oject

Borrower ' s Covenants Beneficiary's Covenants

General Covenants, Warranties and Agreements

Utilization of Eligible I tems Informat ion and Marking

Notice of Mat erial Developments Inspections

TaJCes and Duties

Conuniss ions, Fees and Other Payments Renegotiation of Terms

(3)

SECTION

6.9

SECTION 6 .10 SECTION 6 .11

ARTICLE VII

SECTION

7

.1 SECTION

7 . 2

SECTION 7 .3 SECTION

7.4

SECTION

7.5

SECTION

7.6

SECTION

7.7

ARTICLE VIII

SECTION

8.1

SECTION 8.2

SECTION 8.3

SECTION 8.4

SECTION 8 . 5

ARTICLE IX

SECTION

9.1

SECTION 9. 2

ARTICLE X

SECTION 10 .1 SECTION 10.2 SECTION 1 0 . 3

ANNEX "A"

Maintenance and Audit of Records Reports

Investment Guaranty Project Approval by Borrower

Covenants Concerning Procurement

Procurement Source and Origin Date of Procurement

Port Charges

Small Business Notification Ocean Shipment

Marine Insurance

Employment of Contract Personnel

Remedies of A.I.D.

Events of Default; Acceleration

Termination of Disbursements; Transfer of Goods to A.I.D.

Refunds Waivers

Expenses of Collection

Borrower Contribution to Beneficiary

Terms of Contribution Rate of Exchange

Miscellaneous

Designation of Representatives Implementation Letters

(4)

AGREEMENT, dated the

3

l't>l day of/Jo llet'M.b.e,R_, 1971

between the GOVERNMENT OF INDONESIA (hereinafter called the "Borrower"),

PERUSAHAAN LISTRIK

NEGARA

(hereinafter called the "Beneficiary"), and

the UNITED STATES OF AMERICA, acting through the AGENCY FOR INTERNATIONAL

D.t!:VELOPMENT (hereinafter called "A.I.D. ").

ARTICLE I.

The Loan

SECTION 1 . 1. The Loan. A.I.D. hereby agrees to lend to the

Borrower, for the use of and, under Section 9.1 hereunder, to be reloaned

to the Beneficiary pursuant to the Foreign Assistance Act of 1961, as

amended, up to twenty one million United States dollars ($21,000,000)

to assist in financing the reasonable foreign exchange dollar costs

of certain goods and services required for the Project as defined. in

Section 1.2 hereof. Goods and services financed hereunder are

herein-after referred to as "Eligible Items," and the aggregate amount disbursed

hereunder is hereinafter referred to as "Principal."

SECTION 1. 2. Project. As used in this Agreement, the "Project"

shall mean the construction of a 150 kilovolt (kv) transmission system

and the rehabilitation and construction of distribution facilities in

the Ketenger Electrical System the western part of Central Java Province,

rセーオ「ャゥ」@ of Indonesia, エIァセエィ・イ@ with technical assistance and training

related thereto. A more detailed description of the Project is set forth

(5)

ARTICLE II.

Borrower Repayment Terms and Interest

SECTION 2.1. Interest. The Bor·rower shall pay semi-annually +.o A.I.D. in United States dollars on the unpaid Principal, interest which shall accrue from the dates of the rezpective disbursements here-under, the first such jnterest payment to be due and payable no later than six (6) months after the first such disbursement on a date to be specified by A.I.D. Principal and interest due but not paid shall accrue interest at the maximum rate hereunder until fully paid. Interest shall accrue at the rate of two percent

(2%)

per annum :for

ten

(10)

years after the first disbursement hereunder and at a rate

of three percent

(3%)

per annum thereafter, computed on the basis of

a three hundred sixty-five (365) day year . Disbursements ィ・イ・オョセ・イ@

shall be deemed to occur on the date on キィゥ」セ@ payment by A.I.D. ゥセ@

made either directly to the Boi•rower or its designee or to a ィセ[イj 、ョァ@

institution pur·suan-G to a commitment document.

SEC'rION 2.2. Princ:ipa.L Borrower sha.11 repay the Principal to A.I.D. in United Staten dollars within forty (40) years from the date of first 、ゥウ「オイウ・Nョセ・ョエ@ hereunder in sixty-one (61) level

semi-annual installm.ents of pri.ncl.p&l and interest, the fi rst insta.11.ment

.J be due and payab) e 1-;.ine and one-half (9-1/2) years after the first

(6)

SECTION 2.3. Application and Place of Payment. All payments shall be applied first to the payment of any interest due and unpaid and then to the repayment of Principal. All payments shall be .made to the Controller, United States Agency for International Development

.hereinafter called

"USAID"),

Djakarta, Indonesia, or to such other payee or at such other address as A.I.D. may designate, and shall be deemed to have been paid when there received.

SECTION 2 . 4 . Prepayment. The Borrower shall have the right to prepay, without penalty, on any date on which interest is due, all or any part of the Principal. Any prepayment shall be applied first to the payment of any accrued and unpaid interest and then to the

remaining installments of' Principal in the inverse order of their maturity.

ARTICLE III.

Conditions Precedent

SECTION 3.1. Conditions Precedent to Initial fゥョ。 ョセZ セセ@

Unless A.I.D. otherwise agrees in writing, prior to tha ゥウウオセ NBZQNQGNGN ・@ of the first letter of commitment or other commitment 、ッ」| セ Nュ・ョ エ@ fc:.:· engineering services, the Borrower or the Beneficiary, as appropriate, shall

furnish

A.I.D.,

in form and substance satisfactory to

A.I.D. :

(7)

(b) An opinion of the principal legal officer of the

Beneficiary, or of other legal counsel satisfactory

to A. I.D., that this Loan Agreement has been duly

authorized or ratified by, and executed on behalf of,

the Beneficiary and is a valid and legally binding

obligation of the Beneficiary in accordance with its terms;

(c) The names oi' the persons who will act as the representatives

of the Borrower and the Beneficiary pursuant to s・」エゥッセ@ 10.1

hereof, together with evidence of their authority and a

specimen signature of each such person, 」・イエゥセゥ・、@ as to its

authenticity by either the persons rendering the legal

opinions pursuant to Section

3.1(a)

and 3.l(b) or the persons executing this Loan Agreement;

( d) A draft contract between Benefi cia1·y and a cor;.s .r.ve セゥョァ@ engineering firm. The selection of said f:i rm e.r_cl the

terms of said contract shall be in accordance ·.ith A.I.D.

Capital Project Guidelines for Engineering Services.

sectセon@ 3 . 2. Conditions Precedent to Financing Construction

Services and Procurement . Unless A.I.D. otherwise agrees in writing,

prior to the issuance of letters of commitment or other commitment

documents for construction services and the procurement of other Eligible

Items, the Borrower or Beneficiary, as appropriate, shall have met -the

(8)

Beneficiary, as <l.pprop1-iat'-', i:J,ali fu1·nish to A.I.D. in form and su'bstance satisfact ory to A.I.D.;

(a) Advice c.r- tu"! G,we"!·mnent of the Federii.l Republic of

Gerrn.e.ny thFJ t: G 1J conditions to the eff ec ti venes s of'

its 。ァイ・・ュセョエウ@ with the Borrower and Beneficiary fo1·

the installation 01 certain transmission facilities in Central Java Province have been satisfied , together with advice that firm schedules for implementation of

the German assistanee have been established;

(b ) A plan :for implementation of the Project, including training, the procurement of equipment for the Project,

and tlia des 1 gna ti on of basic systems s tandar,d.s for the distribution system. Said system standards sh!l.11

include standards i.'or services wiring and volts . セ@ :..:f1..'el

of" primar:y 1:1.n.d secondary lines;

(c) Evidence thRt any rights of way, rights of entry, :real

p-ropi:-:rty leases c.r ac111isitions necessary for· Project

impl e.cr1eG ta t i on ar.;i system. opera t.inn bave been obte in.Jd

(d) ヲAゥャNゥ」ャ・ュセNZNN@ (11. .he MNZNウィGャセャゥウィョキQエ@ by B(::netic:iarJ of a rese1·ve fun 1 in Indor.::sian currency equal to the tot;c:i.l

It1doa-=s1an {,11trency costs of tlle P:t:ojc:;ct for the upc0ming

6 rnonthi as ezt.imated by thi:; Pro,ject Engineer, said funds

(9)

or more often in the event actual Indonesian currency

expenditures substantially exceed said estimates, or such

lesser amount as A. I.D. shall agree to in writing, which

shall be used for the execution of the Project. .

(e) A draft contract between Beneficiary and a construction

firm. The selection of the firm and th€ ter.ro.s cf said

contract shall be in accordance with the A.I.D. cセセーゥエ。ャ@

Project Guidelines for Construction Services.

(f)

Procurement contracts for equipment and materials

between the Beneficiary and firms. The terms of said

contracts and the selection of said firms shall be

subject to A.I.D. approv-al prior to the execution of'

the contracts and selection of the firms, where

appropriate, and in accordance with A.I.D. Capit;: :i. Proj ect Guidelines for the Procurement of eアオゥセ Q NQ・Rエ@

and Materials .

SECTION 3,3, Terminal Dates for Fulfillment of Conditions Precedent. Except as A.I.D. may otherwise agree in writing, if the conditions required by Section 3.1 have not been satisfiecl wit!iin

3 months after the date of execution of thi s r.oan Agreement, or if セィ・@ conditions required by Section 3 . 2 have not been satisfied within

18 months after the date of execution of this Loan Agreement, A.I.D.

may at any time thereafter terminate this Agreement by giving notice

(10)

notwithstanding any other provisions of this Loan Agreement, the

Borrower shall repay to A.I.D. the unpaid Principal, if any, and

any accrued interest. Upon full payment in accordance with the

foregoing, all other obligations of the Borrower and A.I.D. under

this Agreement shall cease.

SECTION

3.4.

Notification of Meeting of Conditions Precedent . A.I.D. shall notify the Borrower and Beneficiary upon its determination

that the conditions precedent specified in Sections 3.1 and 3 . 2 have

been met.

ARTICLE IV.

Disbursements

SECTION 4.1. Requests for Letters of Commitment. To obtain

disbursements, the Beneficiary may from time to time request A.I.D. to

issue, and subject t o the provis ions of this Loan Agreement aNセNセN@

shall issue, letters of commitment to one or more banks in th;:. United

States designated by the Beneficiary and satisfactory to A.I.D.,

committing A. I.D. to reimburse such bank or banks for payuents made,

through letters of ere-lit or otherwise, to the Beneficiary or any

designee of the Beneficiary> pursuant to such doci.unentation or

requirements as A.I.D. may specify.

SECTION 4.2. Other Forms of Disbursement. Disbursements

may also be made through such other means as the Borrower, the

(11)

SECTION

4.3.

Terminal Date for Requests for Commitment Documents and for Disbursements . Except as A.I.D. may otherwise agree in writing, no letters of commitment or other commitment documents shall be issued in response to requests received by A.I.D. after

48 months, and no disburser.o.ents shall be made against documentation received after

56

months, from the date of execution of this

Loan Agreement.

ARTICLE V.

Particular Covenants and Warranties Concerning the Project

SECTION

5.1.

Borrower's Covenants. The Borrower covenants and agrees that it shall:

(a) take all necessary actions to permit the Beneficia.1·y to perform its obligations under Article II of the Project Agreement between the Beneficiary and t:·_-; International Development Association (Credit エ[ᄋLセ@ mer

165

IND) within the time limits prescribed in ウセゥ、@

Project Agreement, or such other time ャゥュゥセウ@ to which IDA may agree, taking into account Borrower's specific undertakings in this regard in the Davelopment Credit Agreement between Borrower and the International Development Association and the objectives s tated i n Section 5.2(a) hereof;

(12)

(c) make available foreign exchange to Beneficiary from

sources other than the proceeds of this Loan necessary

to purchase third country spare and replacement parts

for maintenance and repair of existing generating ヲ。」ゥャセ@

ities and related equipment within the Ketenger Electrical

System until power supply is replaced by that from the

Semarang steam power plant;

(d) make available to Beneficiary any Indonesian currency

necessary for completion of the Project, and for the

modification or replacement of existing customer's electrical

utilization equipment so that it will operate satisfactorily

at 220 volts;

(e) from completion of the Project until such time as

Beneficiar.r may become an autonomous, nonbudget セゥ⦅ーIセZ」エ・、@

corporation, assist the Beneficiary in obtaining funds

sufficient to meet the operation and ュ。ゥョエ・セ。ョ 」R@ expenses

necessary for the effective utilization of said Project;

(f) assist the Beneficiary to carry out the Project, or cause

the Project to be carried out, with due diligence and

efficiency, and in conformity with sound engineering,

construction, financial, administrative, and management

practices, and any plans, specifications, contracts,

schedules a.nd other arrangements, together with all

modifications therein, approved by A.I.D. pursuant to

(13)

SECTION 5 . 2 . Beneficiary's Covenants. The Beneficiary covenants and agrees that it shall:

(a) Perform its obligations as prescribed in Article II of the P!·oj ect Agreement with the International Development

Association (Credit Uum'ter

165

IND) and ilnpl tment eaii

underta.hi..ngs witbln the time limits prescribed in said

P-.coject, Agreemeni,, or as A.X.D. may a.gree otnerwiae with respect to tl.pplication of this covenant. In carrying out the recommendati.o!'s of the ma.na.gem<.mt consultants unde!' Section 2. 0-2 ( o) of the Project Agreement w lth the

International Development Association, Beneficiary 。ァZNセ・・ウ@ to the fo11owing g,enezaJ. object:i.ves that should govern Benefi.!iar;:.,'s ッZアセ。ョNゥコ。エゥッョL@ struct·rte, authority and operations and f\1rther agrees that Beneficier·;>-' e: IZAGセNァ GNNGNᄋ。ュ@ to i mplement the recommendations of the manage:r :-: ·.t consultants fs required by Section 2 . 02(b ) of イNセ 。エ@ agreem;;;;nf; shall ba j n accordani!e with tl:.e o'bjectives hereafter set forth and tha t said program shall be as

bッイイッュセN」L@ Beneficiary and A.I.D. shall consider appropriate;

(i) A revised schedule of electricity tariffs and charges

fixed at such l evels as should prov:l.de Beneficiary with revenue ウオヲセゥ」ゥ・ョエ@ (a) to cover all its operating

・クー・ョセ・ウL@ including :WJu.inist:ra tion and overhead expenses,

(14)

assets and to finance a reasonable portion of its

capital expenditures;

(ii) A revaluation of Beneficiary's fixed assets in accordance

with sound public utility pract :i.ce;

(iii) Full and exclusive responsibility vested in Beneficiary

for the public electric power sector of the Borrower,

including planning, procurement, 」ッョウエイオ」エゥッョセ@ operation,

maintenance an1 ownership of all facilities therein;

(iv) Management organization and employment practices

Lncluding staffing pattErns, salary structure and

employee qualifications, in accordance with sound public

utility practice;

( v) Operating practices, including records accountiD.g system,

b illing and collection procedures, financ5 . .-'.: . ..:·lanning

and administration, insurance , repair and _:..aintenance

procedures, and procedures for systems ッセ・イ。エ ゥ ッョウL@ all

in accordance with sound public utility practice;

(vi) Standards for the electric power system including

standards for equipment, materials, 」ッョウエイオ」エゥッョセ@

and operation and maintenance in accordance with

sound public utility practice.

(b) Replenish the Indonesian currency reserve fund required in

(15)

(c) Carry out the Project, or cause the Project to be carried out, with due diligence and eff iciency, and in conf ormity

with sound engineering, construction, financial, administrative and management practices; and any plans, specifications , contracts, schedules and other arrangements, and with all modificat i ons

therein, approved by A.I.D. pursuant to this Agreement. (d) Except as A. I.D. may otherwise agree in wri.ting, furni sh

to A.I.D. f'or its approval:

(i )

All plans, specifications and construction schedules

related to the Project, and any modi.fications thereof, prior t o their implemen·tation;

(ii) All bid documents and documents concerning the solicitation of proposals relating to the goods and services financed under the Loan; and GヲZ L セBスNェ@

modifications thereof, prior to their iss1:e-.nce;

(iii ) All contracts financed under the Loan, and. any moa.ifications thereof, prior to their execution. (e) Adequately maintain, repair and operate, in accor dance

with sound public utility practice, all Eli gible I tems , and any facilities constructed in connection wi th their use;

(16)

(g ) Modif'y or replace in a timely manner customer ' s existing

electrical utilization equipment s o that it will operate satisf'ac torily at 220 v olts.

arセicle@ 'VI.

General Covenants. Warranties &nd セ・・ュ・ョエウ@

SECTION

6. 1.

Utilization of Eligible

Items . ALl

Eligible Items sha ll b e u s ed exclusively in carrying out an'.l operating the pイッェ・NセエN@ This restrict i on shall apply only until such time as such goods can no longer b e us efull y employed f'or the Project , provided tl:at r..o goods financed h ereunder shall be ・クセッイエ・、@ from the Republic of iセ、ッョ・ウゥ。@ without the prior written approval. of A.I.D., and provided further that no Eligible I t ems s ha l l at any time be u s ed to promote er aseist arry project or act i v i ty associated wit;h or finan::!ed by any country not incli.;.ded in Code 935 of' the A.I.D. g・ッ Lセイ 」。ーlNゥ」@ Code SPPセZ@ as fo. effect ai; thr:; ... -t.-..::: of s uch p rojected use exce.1}t with the prioz- written consent of A. I.!J .

SECTION 6.2 . Infomation and Ma.rkbg. 7'ne e・AA・ヲゥZMセNZN。Z」Z^イ@ shall give publicity to the Loan provided for herein a=:d t!ic h·oj e>ct as a program of United States a-!..d, identify the Projt:ct site, and mark goods fi nanced under such Loan a.s prescribed in iNエNNエーャセ・」Z ZZ。エ ゥッョ@ TJetters.

SEC'I'l.ON

6. 3.

Noti.ce of QGQN。エセイゥ。ャ@ Develm)filents. The Borrowei· and セィ ・@ Ben ef iciary have disclosed to A. I. D. a.11 circumstances which imy

.mat erially affect the Project o:r· the discharge of their obligations unde r this Loan Agreement, and shall :ta.form A. I.D. of any conditions 't-1hich may

(17)

SECTION

6.4 .

Inspections. The authorized representatives of A.I . D. shall have the right at all reasonable times, whether prior to

completion of the Project or subsequent thereto, to inspect the Project,

the utilization of all Eligible ャGエ・NュNNNセL@ the books and records referred.

to in Section 6 . 10 and any other documents, 」ッイイ・ウーッョ、・ョ」・セ@ me.ruoranda,

or records relating to the Loan provided for herein or to the Project.

The Borrower and the Beneficiary shall cooperate with A.I.D. to facilitate

such inspections and shall afford a reasonable opportunity for authorized

representatives of A.I.D. to visit any part of the Republi.c of.' Indonesia

for any purpose related to the Loan provided for herein.

SECTION 6. 5. Taxes and Duties. The 3on'ower covenants and agrees that this Loan Agreement.. and the Loan provided for herein shall

be free from, and the Principal and interest shall be paid to A. I.D.

without deduction for and free from e.r.y taxation or fees 1.mpos&': BセNUゥセイ@ any laws or decrees in effect within the Repul:lic of' Indonesia or any

such taxes or fees so imposed or payable shall be reimbu.rEed · .. .f 1;he

Borrower. To the extent that (a) any 」ッョエイ。」エッイセ@ includlu.g a:o.y

consulting firm, any personnel of such contractor fin.a.!lced hereunder,

and any property or transe..ctions relating to st:ch contracts and (b ) any commodity procurement transaction financed hereLtnder, are not exempt

from identifiable truces, tariffs, duties and cthe:r levies imposad under

laws in effect in the country of the :Borrower, the BoI·rower shall pay or reimburs e the same under Section 5.l(d) of this Agreement w:ith ftL'lds

(18)

SECTION

6. 6.

Commissions, Fees and Other Payments. The Borrower and the Beneficiary iJarrant and covenant that in connection with

obtaining the Loan pr·ovided for herein or taking any action under or with respect to this Loan aァイ・・ュ・ョセ@ they have not paid and will not pay or

..1,gree to pay nor to the best of their knowleige has there been pai.d or

will there be paid or agreed to be paid by any other perso2

or

entity,

commissions, fees o!' other payments of any hind, e:iccept as regular compensation to the Borro11er 's or エィセ@ Beneficiary 's full-t ime officers

and employees or as compensation for bona fide professional, technical

or other comparable services. The Borrower and the Beneficiary shall

promptly report to A.I.D. any payment or agreement to pay for such

bona fide professional, technical or comparable :services to which

it is a party or of whi•;h i. t hr.:s ォョッセMjャ・、ァ・@ ( b.dicat セ@ ng whether suc:h payment has been made or is to be 1L.8.de on a contingent basis), f :: 'lf

the a.mount of any such payment is dee.med unr-easonable by A.I.D . -: the party concerned shall cause a i•eduction sati sfactory to A. I. fl . t o b e made therein.

SEC'I'IO:N

6. 7.

Renegot:i.a tion of Terms . TJ1e BorrO'Wer agrees that at any ti21e or cirr:.cs wh-:n it is required. to do セッ@ by A.I.D. , but

not sooner tha n six (f-;) mm U1s prior to the date the first repay!!).ent of Princl.pal is due, i t ゥ[セゥQQ@ negotiate with A. 1.D. with respect to

acceleration of t he repayment cf Principal by th:: Borrowar . It is

agreed that the Eorrow:c anfi. A.I. D. shall mutually determine to what

extent repayment of such Principal should be acceJ erated on the basis

(19)

(a) significant. improvement in the inter nal econorni.c and financia.1 situation of the Republic of Indonesia;

(b) favorable trend.s :i.n the balance of payments and foreign

exchange r10ldings of the Republic of Indonesia; (c) ability of the Repu'blic of Indonesi.a to make f uture

repayr:i.ent of' A.I.D. loans without i nterfering with the servic e of debts owl.r..g to any United States Government agency or any international organization

of which the United States is a member.

SECTION 6.8. Insurance . Benef:l.ciary covenants that it. wil.l maintain prudent insurance coverage issued by responsible underwriters

in such amount s and against such risks as is considered to be in accordance with good commercial. practice .

SECTION 6.9. Maintenance ar..ci A1:dit ·yf: Rec ords . Tb" MZ セ Z N ・ヲゥ」 ゥ。 イケ@ shall maintain, or cause to be maintained, in 。」」ッセ、ウNョ」・@ wit:t. sour..d

accounting principles and practices consistently appliei, boc-1:s and records r elating both to the Project and to this Loan aァイ・ウZカセョエN@ Such b0oks and recor ds shall, wit;hout lL.:i ta.tion> 'be a dequate to scow :

(a) L.:.;;.: receipt and use made of EligibJ.e, Items;

(b) the pro.sr.'ess of the Project;

( c セ@ curr·ent data covering operation ,; a.nd

(d) financial condit ion of the Beneficiary.

Such books and records shall be regularly audited ':;y independent public

(20)

on an annual basis or for such period and at such intervals as A. I.D. may require , and s hall be maintained for five years after the date of

t he last di sbursement by aNiNdセ@ or until all stun.s due A.I.D. u..11der t.his Loan Agreement have been ー。ゥ、セ@ w"hichever date shall first occur.

SECTI ON 6 . 10 . RBports. Tha Bar:cawer and the Beneficiary will furnis h A.I.D. wi th such information and repor·ts :re ' ating +,o the Project, Eligible It ems , and the Loan provided for herein as A.I.D. 'l!J.8,y reasona,bly

request.

SECTION 6 .11. Investment gオ。イ。セエ[[」⦅@ Project Approval by Borrower. The Borrower a gr ees that the construction work to be financed under thi s Agreement is a project approved by the Borrower pursuant to t h e Agreement between the Gov ernrnent of Indonesia and the United States of America on the sub j ec t of i nvestment gua ranties , and no further appro,raJ. 「セイ@ the Bor rowe r shal l be required to permit the Gove:r·nment of the uョN Z AZ ZセZ Q N@ States of America under that Agreement to issue investment ァオN。 N イ。ョエゥ・ セセM covering a cont ractor ' s investment in that project .

ARTICLE VII.

Covenants Concerning Procur,'£llent

SECTION 7 .1. Procurement sッオイセ@ a_nd O:rigi_n . (a) Except as A.I.D . may otherwise agree in writing and exeept as provided in Section

7. 6

her ein for marine insurance, all Eligible It.ems, including transportati on
(21)

Eligible Items. Transportation services shall be deemed to have their source and origin in such countries if procured from a flag carrier registered in any of such countries.

(b) All other goods and ウ・イカゥ」・セ@ obtained for the Proj6ct but .10t financed by A.I.D.) except transportatjcn serv1ces, shall have thsir

source and origin i n countries includ.e1 L. Code 935 of the A.I.D . Geographic Code Book as in effect at the time such goods ッセ@ services are procured.

In addition to the ocean shipment requi:rero.ent oi' Section

7. 5

hereunder, all Eligible Items shall be transported to Indonesia on carriers of countries included in the said Code 935 as in effect at t!le time such

transportation is procured. This covenant shall be construed in accordance with A.I.D. regulations as from time to time a.mended .•

SECTION 7.2. Date of Proc-...1rement. F.xcept as A.l.D. '!IlEiY

otherwise agree in writing, no goods er services may be ヲゥョ。ョ」セ Z@

2€re-under which arise out of orders or contracts firra.ly placed or ::::::'.te:rcd

into prior to the date of this Loan Agreement.

SECTION 7. 3. Port Charges. With :respect to ゥᄋ L ZAGQZZュセーッ イエ。エゥッョ@

services tbat consti t11te Elit,;ible Items, A. I.D. ·will finance under the Loan ninety percent Hセッサッ I@ of all ocean freight c0sts of each shipment, and ninety-eight percent

(98%)

of such costs on any shipment unde!' free-out terms. The イ・セゥ。ゥョゥョァ@ ten percent (10-%), or two percent (2%) of free-out shipments, repi·es<:::mt port charges in Indonesia, and
(22)

SECTION

7.4.

Small Business Notification. In order that American small business shall have the Opfortunity to participate in furnishing Eligible Ite.ms, b・ョ・ヲゥ」ゥ。セケ@ or Borz·oW:?"!', as appropriate, shall , at such time prior to o:c,J.ering o::· 」ュZNエイ。ZZセエャイ[ァ@ for· e..r:.y Eligible Item estimated to cost more than the eqniva:ent of Five Tr.ousend United States dolJars ($5,000) as A. I.n. イョ・セLイ@ セヲL・」ゥヲケL@ 」。オセ・@ to be rrJceive.i

by A.I.D. such info1·matlon coneerni.ng Elig:!."ole Iterr.s as A. L D. r:.,ay require. SECTION 7 . 5 . Oc!_an 1·;hipm.snt. At 1.;t.st 'fifty percent (5o%) of the gross tonnage of all E1it;;ible Ite!Ls (cocpnte".. se.rarately for dry bulk

carriers, dry cargo liners> and tarJi,:ers) キィゥ」セQ@ shs.11 be transported on ocean vessels shall be transport;et'l. on p::dvatel:r owned Uni tea States flag commercial vessels. No goo·Is ru&;y oe .::.'ina.nce1 イセ・イウオョ、・イ@ which a.re

transported on any ocean vessel 01· aircraft (a) which A.I.D. in e r.:,tice

to the BorrowEr and tre Beneficiary has de.: t';na::ea. e:s ineligibl<. ··-) c":_1·ry A.I.D.-financed cOI,Jmodii:iies or (b) which has been 」セs」イᄋエ\ZZZᄋ LNLNZM

:re:

t.he

carriage of A.I.D. -financed commodities オNョャセウZウ@ such ci'1i!n:te:r· セア@ been approved in advance by A.I.D.

SEr.TION

7 . 6.

l·!arine Insurance . (a) !';;crine :insuran'!e may

be financed un·.ie:r the I1oan provid.eJ. ( セ@ ) such insuran.ce is placed at

the low est available cvm)etitive rate in the RepubJic of Indonesia or

y country noted as ellgibJ.e m1de.r Code 941 of the A.I.D. Geographic Code Book as in ・ヲヲ・セエ@ at the: tim8 of' placement, and (ii) claims エィ・Zイ・セ@

(23)

(b) If in connection with the placement of marine insurance on shipments financed under United States l egislation authorizing assistance to other nations, the Re1 ubLic of Indonesia, by statnteJ

decree, rule or i."E\?,ula. '-.i on, fr.vm·s ar.:r :..nsure.nce cornpa.ny of ar..y

country over any !l.El"ine insu.tance co.:.pt..::.:· aut;:..:.:--ize:i to do business

in any state of the Unite.a. Stat.as} goods financed hereunder sha.11

during the continuance of such 、ゥウセイゥAAZZゥ@ ns.-i. . .!.or. be so insured in the United States with a company or co:i1pi?,nie:s euLh0rized to do a marine insurance business in a.ny s tate of i,h:! United State s of' America .

SECTION 7,7, Emplo;tL'l.ent of Contrac:t Pe.r-sonnel. The employment of personnel l.O perfor.:..- services unde1· contrac i.;s financed hereunder, in

whole or in part, will be subject to all applicable United States

l egislat ion and such r egule.tions as A.I.D. ·nay from time to time promulgate or specify , including セコ」ᄋセャイゥエj@ clearar:ces and limi-:;:·:,ir·.;:.;

on the employment of natiCJnals of' c01mtr:i.es (Yther the.n -+Jhe Re_:, ... "::,lic of Indonesia and com:.tries noted as eligible under Code 」ゥゥセ@ -.:· the A. I.D . Geographic Cotle Bonk., as in effect at t:Le time orders are placed or contracts a.re ・ョセ NエN ᄋイセ、@ into for such pe!·sonnel; a nd, except

as A.I.D. mayotherwise d:i.rect, all such contracts shall include

provisions necessary to implement such l egislation and regulations. ARTICLE VIII

Remedies of A .1. D.

(24)

(a) the Borrower or the Beneficiary shall fail to pay in

full any interest payment or i nstallment of principal

r equired under this Agreement or any other agreements

related to the Loan when the same shall become payable

by it;

(b ) the Bon·ower or the Benefici.a:cy shal:i.. fail to corr.ply

11i th any ッエ Nセ Q・イ@ p!'ovts!.or.. containe3 herein applicatl e to it; ( c) any representa.ti'.):.'! or セゥゥゥイイ。イZNエケ@ made 「セG@ o;.· on behalf of

the Bm.•rm-rnr CJ: th& Beneficiary i i i th respect to obtaining

the Loan provided for herein or maci.e or required to be

made ィ・イセュョ、・イ@ is ゥ ョ」ッイセM。 」エ@ in any m.a.terj al respect;

(d ) any i ndebtednees or obli.gati..o:i. of the Beneficiary f'o:- the payment of borrowed money shall have beco.me due and

payable and. not bsen paiC.;

(e) all or any substantial pare of the Bec.efie:iary'-· 。Nセウ・エウL@

business or operations (whetb er now c-! ZZM⦅セ Zエセ。ヲ B@ ::::. existing) shall be condemned, se: zed or appropria+-si7 -:_,.:: any action

by a.ny govern.mental authority S'b.aE. be instituted to dissolve or disestablish the Beneficiary g セ@ to suspend its operations,

or a substantial part thereof'

(f) any franchise, license, right, prlvi.l ege , or charter, granted. p;.:..rsuant to or existing r:y virtue of lai;1 or other legal authority and necessary for the conduct of the Benefi;::i.ary' s bt:.siness, for the comple:tion of the

(25)

'"'

-Loan Agreement is revoked, cancelled, or denied in

such manner as to make it improbable that the

Beneficiary will be able to perform its obligations

under this Loan Agreement or that the Loan provided for herein i1ill substantially fu.lfill the purposes for which it has been established;

(g) the Beneficiary shall voluntarily enter i.nto or be

subjected involuntarily to any procedure under the laws

in effect within the Republic of' Indonesia for the relief of a financially distressed debtor which is substantially

equivalent to a petition in bankruptcy or the appointment

of a receiver for the benefit of c1editors; or

(h) a material default shall have occurred 。ヲエ・セ@ the date

hereof, and not been rerr.edied after notice, オョ、N・セ GNG@ ᄋセ@ .'.JY

other loan agreement between the Borrower and

A.IoD. ;

then A. I. D. , at its option, may declare all or ari.y part cf t:i-:,::. オイセAG・ー。ゥ、N@

principal under the Loan provided for herein er > if the Beneficiary is

in default, any part of the unrepaid principal under the Loan from the

Borrower to the Benef'iciary pursuant to Sectior-.

9.

l hereof, to be due

and payable i rnmed.iatel.>, ana_ upon any such declaration, unless the 'lefault may b e cured and is cur·ed within sixty (60) days thereafter,

such principal and all interest accrued thereon shall become immediately

due and payable.

The Borrowe1n, if the Beneficiary is in default, at its option, may declare all or any part of the unrepaid principal under the Loa.n

(26)

to be due and payable immediately, and upon any such declaration,

unless the default may be cured and is cured within sixty (60) days

thereafter, such principal and all interest accrued thereon shall

become due and payable immediately. The Borrower shall not exercise

the right set forth in the preceding senter.ce hereunder without the

prior written concurrence of A. I. D.

SECTION 8. 2. Te:rmination of Disbursements; Transfer of Goods to A.I.D. In the event that at any time:

(a) an Event of Default has occurred and has not been

remedied as provided above;

(b) an event occurs that A.I.D. determines to be an

extraordinary situation which makes it improbable

that the purposes of the Loan provided for herein

will be attained or that the Borrower or the

Beneficiary will be able to or will perform itE'

obligations hereunder; or

(c) any disbursement would be in violation of the

legislation governing A.I.D.;

then A. I.D . at its option, after notice to the Borrower and the Beneficiary; may (i) decline to issue further letters of commitment

other commitment documents, (ii) suspend or cancel outstanding

letters of commitment or other commitment docurnents to the extent that

they have not been utilized through the issuance of irrevocable letters

of credit or through bank payments made other than under irrevocable

letters of credit, giving notice to the Borrower and the Beneficiary

..

(27)

thereof , (iii ) decl ine to make disburs ements other than under l etters of commi tment; and (iv) at A.I.D. ' s expense, direct that title to goods f i na nced under disbursements hereunder shall be transferred to

a N セ NdN@ at cost to the Beneficiary, provided the goods are from a

sourc e outside the Republic of Indonesia., are in a d.e.l.iverable state and have not been off-J.oaded in ports of entry of the Republic of Indonesia . To the extent that any costs connected with the purchase and transportati on of these goods hav-e l)een financed hereunder , these amounts shall be deducted from Principal .

SECTION 8. 3 . Refunds. I f A. I. D. determines that any dis·· bursement is not supported by valid clocumer.tation in accordance with the terms of this Loan Agreement, or is not ma.de or used 1.n accordance wi th the terms of thi s Loan Agreement, or was at the tirae of disbursement in violation of the l egi slation governir_g A. I.D . , A. I.D . , at its o:· ゥZM セ L@

(28)

received 「セLGaNiNdN@ sheJJ .. '.Je ar.p l},:;rl I·i:rsc to any acc:nnd interest,

and then to ir..ste.llr..ern,s o:f P:c incipal in inverse order of their .maturity. SECTION 8 . l+ . Waivers. No dela;{ in exercisir:g or omission to exercise any right, power or remedy accruing to A.I.D. under this .... oan Agreement shalJ be construed as e. waiver of any such right, power or remedy.

SECTION [3. '.) . Kxr:ie11ses of Collection. All reasonable costs incurred by A.I. D. (other than salaries of its staff) after an Event

of Default has occurred, in connection with the collection of a.mounts due under this Loan Agreem.enL, m.B..y be charged to the Borrower and reimbursed as A.I.D. shall specify.

ARTICLE IX.

Borrower Contribution to Beneficiary

SECTION 9.1. Terms of Contribution. Borrower will コᄋ」MAN⦅ヲᄋセセ、@

the proceeds of this Loan to Beneficiary on terms to be ・ウエ。「ャセセィ・、@

(29)

- t:::U

-(a) Beneficiary will have the right to prepay, without penal ty, all or any part of the debt to the Borrower on any date on which Beneficiary ' s interest payments are due and payable . Any such payment will be applied

first to payment of any accrued interest and then to

the ramaining ゥョウエ。ャZュセョエウ@ of principal in the inve:rse order of' maturity.

(b ) A "m.aintena.nce of val"t:e" sect:.on, in the form of Section 9.2 below, will be included.

(c) All repay.!l'..ents made by Beneficiary to Borrower shall be used for the development budget of the Borrower or for su'!h other economic developmer..t purposes as A. I.D .

ILAY e.gree •

SECTION

9.2.

Rate of Ex.:;hanee: .. Hi th respect to p:r·ir:. [Z ウセ Z@

repayments and interast ー。ケュZセョエウ@ made to the Borrower by t,he :: .J.eficiary pursuant to Section

9.1

of this Loan Agreement:

(a ) The a.mot.r.t of' Indonesian currency equivale:nt to the United S ca.tes clcllar amount for 11hich pa.ym&nt is due

(30)

(b) In the event there is no prescribed rate of' exchange on the due date for a payment, the a.mount of Indonesian currency equi カ。Nャ・イセエ@ to the United St.ates dollar amount of the obl.i.gation for uhich payment is due shall be computed and patd on the basis cf the pre.scribed :rate of excha.i.ge exist:i.ng on the date nearest p:ceceding the due date for· the payment on which such a rate can be ascertained. Within ウゥセ」エケ@ (60) days after the first date after such due date on which a current prescribed

rate of exchange can be ascertained, the Beneficiary shall, upon the request of A. I.D . , make prompt payment to the Borrowe:r, or the Bcrrcwa·, upon the request of

aNiNdNセ@ shall make prompt reimbursenient to the

Beneficiary of the 2J0.o;mt of In-::1.cnesian currenc;y

required t.o make the total payment of iAャ、ッョZ・ウゥ\ZセGャN@

curre:ncy equivalent in value to the United sエヲ NB セ・ウ@

dollar amount of the obligation e.gainst which the payment was made, computed on the ·oasis of the

p:r.esc;cibe·i rate of exchange existing on the fi:cst date follcming sn:'!h due date on which ウオN・ャセ@ e. rate can be

ascertained..

(c) Fc:r· pt.r_poses of this Section, the r)rescribed rate of exchange be'.:;1.eeL Ind.onesian currency and Uni tect States dollars on c..rw particular d[;..tE: shall be the effective

(31)

or offered for sale on that date in exchange for Indonesian currency to residents of the Republic of Indonesia, exclusive of C-overnm.ent entities, for effecting:

(1)

the payment of interest and repayment of principal on loans; (2) the エZイ。NョセゥG・イ@ of dividends and other for.ms of earnings on capital ゥョカ・ウᄋセュ・ョエウ@ in the Republic of Indonesia.; and (3) ·che t::car!.sfe1· of investment capital; p:rovideJ. t!:lat there is only one such rate in the

Republic of Indonesia ior such エイ・セウ。」エゥッョウ[@ pTovided that A.I.D. and the Rep1blic of Indonesia may agr·ee in writing on a rate of exchange s.pplicable to this

agreement. If there is r:.o w:ritten s.greement bet ·%:i A. I. D. and the Republk of IndoH:sia on the re. =- c:f

exchange applicable to this 。ァイ・・ュ・ョ エ セ@ e..:id " f NM NセN・ イ・@

is no such single rate of exchange applicc.,,, =- to a.11 of the thrt::·3 categories of t:i. .. セ@ nr.m.ctions referred to in the preceding sentence the a:pplicl?..ble i-ate of exchange on any parcicular date shall be the highest (i.e., the largest number of units of Indonesian currency per United States dollar) effective rate of exchange at

(32)

exclusive of Government entities , to effect transactions

within any of the three categories referred to in the preceding sentence •

. AF.TICLE X. Mi :::'.;::oe.llaneou.s .

SECTIOU J O.l. Desi.anat..:i.c1"t セヲ@ ヲッ]セpLイ・ウ\BGGャエ。エゥカ・ウ N@

(a ) A: l a.ct.ions required or pei::.m.itted to be pe:rform.ed ".)!' taken

uLdE.:c thi.s Loan Agree:::i.e.ct by thf': Borrower, the Benei'lc::'..ary or A. I.D. tre,y be performed by their r·espective duly

authorized rep'.!'esente_tives .

(b ) The bッョセッキZZZZZイ@ he:!·eby desigr:.aces Prof'. nidjojo nゥエゥウ。ウエセッL@

State ャセャョゥNウエ・Qᄋ@ for Iratione.1 dセカ・jNッーイエ・ョエ@ and pャ。ョョゥョァセ@

Chai:c'nie.u of' the Nationa.l Pl.&x .... ning Board ( "Bappen"< s vi) e,Dd

the Bt::m-et:L ... ia1'J heraby ::lesigr . .i:tes :r. Abdul F.Ef-':: ,

BヲゥG[イセGM ョ セ i G BGBGエZッᄋイ@ Pe:i:·t1srhc.a"' I1•str·1·k· tセZZZN@ ,. , .. , ., 1.1·ci1.\ \ a<>

_ _ o.: . 1, .. ... .. . J • , a "" t..i. セ@ . セ M.... c;.-... ... i ,, r. , ... J ;,...

their l'esp(-; Mセエゥカ・@ rE:presentatives with 。オエAAZ[セNZMMZ@ · :f to

dealings セゥゥエィ@ A. I.D. The represe:-... +,;e.tives designe,ted in or ーセャZNエGュ Q。ョエN@ to the preceding セᄋセュエ・ョ」・L@ unless A. I. !). i s given notice otherwise, shall have authority to agree,

on behalf of the Borrower and t;he Beneficiary respectively,

to ang m.odif'ication of this I.Joan Agreement which does

(33)

Until receipt by A. I. D. of llri tten notice of revocation of the at.thority of any such representative, A.I.D . may

accept tr. .. e signature: of such representative on any instrume:nt as conc l usiv e evic.ence that any action effected. by such :tnstrwnen-t, is authorized by the party

on whose behalf suci.> :rep'l"eR en ta ti ve purports to ac-t. SECTION 10.2. I.mpJementati.on Letters. A.I.D. shall from ,dme to time issue I.mplemente.t ion J,et -ce:rs セィ。エ@ will prescribe the procedures applicable hereunder in connection with the implementation of this Loan Agreement.

SECTIOH 1.0.3. :;orrL"l'lllnlca.tions . Any communication or 、ッ」オュ・イセエ@

gi v en, .ma.le or sent l.y i-h.a Bol'rower, the Benef5ciary or A.I.D. pursuant to this Loa.rt aァイ ᄋ。 ・イNQセセ Aエ@ sLe.11 te irl urlt:L"!J ana. sha.ll ba deemed · ') h"'YU

W1.en it shall be deli vere1i by ho,nd or by mail, エ・ャ・L[イ」ャGNャセ@ es..ble or radiogram t;o s ucl1 pe.1-t.1 at it.s fol.lowing add.cess:

T..) the Bor!'Oi·ie:r: Mail Addres -".l ;

Depa rtener" J .. uc..:r .Nei?.;.=;1•1

Djl. SingaJn.ane;aradja 2 Djakarta, Indonesia

(34)

To the Beneficiary: Mail Address:

Perusahaan List:rik Negara (PLN) Djl. Trunodjojo Blok MI/135 Kebajuran Baru, Djakarta

Cable Address: PLN PST, Djakarta

To A. I.D.:

Mail Address:

United States Agency for Inte:.:nationul D<:welopmcnt American Embassy

Djakarta, Ir.donesia Cable Addr·ess: US._l\ID All'J.]IB DJAKARTA

Other ad.dresses rr.ay be substituted foi: エィセ@ 2.1:.ove upc.n gi.villg c·.., -"·-.Le as provided ィ・イセゥョN@

All ccm.r.unfoe;c ions a.nd documcrit:::

shall be i11 Englisl"l> 。|QセQN@ '-IJ. tcct!nica'l. 。セQ@ englneering セZN[@ · :v fico.ti ons

therein shall be i.u En;;J.bh and ゥセ@ te..cn...s ol' 'Cni r;ed S'i..n tes s Landa.res

(35)

Executed at Djaharta, Indonesia., on the date firsi:. above written.

1

r 1m RI.PUBLIC OF INDONESIA

Signed

By : Oem.a:r Senoadj i

Tl エNャ・セ@ ヲLセゥョゥウエ・イ@ for Foreign Affairs

ad- interiin

l.ITllTED STATES OF AlfilHIGA

Signed

MᄋMᄋMMNNMjッNMセ@

-BJ.

Francis

J.

Galbraith

Ti tJ e. Ambast:lador

Signed

セャk。、ゥイ@

(36)

ANNEX "A"

As used in this Ae,reement, the "Project" shall mean the rehabilitation of existing electr ic po'WC;r d:'...stribution facilities and the construction of ne•,i overhead 20 :d.loYolt (KV) distri bution lines in the major cities of Pei:alon:;an, Tega.l, Purwokerto, and Tjilatjap, and includi ng the smaller ウ ケウエ・セウ@ at Batang, Pe.malang, Slawi, Brebes, Purbolinggo, Gombong, snd r:ebumen . It 1:ill also provide for the design and cons truction of approxi!na tel y 120 miles of 1 50 KV double c i rcuit transmission line from Pekalongan west to Tegal, then south to Purwokerto and Tiilatjap; and. the design and construction of 150/20 !Cll substations at Tagal , Purwokerto and Tjilatjap.

The p:coject includes the provision of tools and serv' .. セeゥ@

equipment for sy·stem operation and maintenance, 」ッイオュオョゥ」。エ ゥッョ セ@

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