Selanjutnya

/

DATE: August 26, 1971

A.I.D. Loan No. ＴＹＷＭｈｾＰＲＶ＠

LOAN AGREEMENT

BETWEEN THE REPUBLIC OF INOONESIA

AND THE

TABLE OF CONTENTS

SECTION NUMBER

ARTICLE I The Loan

SECTION 1.01 The Loan

ARTICLE II Terms of Repayment and Interest

SECTION 2.01 Payment Obligations SECTION 2.02 Currency of Repayment SECTION 2.03 Interest

SECTION 2.04 Principal

SECTION 2.05 Renegotiation of Terms

PAGE

1

1

1

1 1 1

2 2

ARTICLE III Conditions Precedent 2

SECTION 3.01 Conditions Precedent to Financing 2

SECTION 3.02 Terminal Date for F\tlfillment of Conditions Precedent 3

ARTICLE IV Procurement , Utilization, and Eli gibility of Commodities 3

SECTION 4.01 A.I.D. Regulation 1 3

SECTION 4.02 Source of Procurement 3

SECTION 4.0J Date of Procurement 3

SECTION 4.04 Eligible Items 3

SECTION 4.05 Procurement for Public Sector

3

SECTION 4.06 Procurement for Private Sector

4

SECTION 4.07 Utilization of Commodities

4

SECTION

4.08

Limitation to Private Sector Use

4

SECTION 4.09 Minimum Size of Transactions

4

SECTION

4.10

Procedures

4

SECTION 4.11 Port Charges

5

ARTICLE V Letters of Commitment and Disbursement

5

SECTION 5.01 Request for Letters of Commitment 5

SECTION 5.02 Other Forms of Disbursement

5

SECTION

5.03

Terminal Date for Requests for Letters of Commitment

5

SECTION

5.04

Terminal Date for Requests for Disbursement

5

SECTION

5.05

Documentation Requirements

6

ARTICLE VI Additional Covenants and Warranties 6

SECTION 6.01 Reports 6

SECTION 6.02 Notice of Adverse Developments 6

SECTION 6.03 Taxation on Loan Ap,reement and Payments Thereunder 6

SECTION 6.04 Commissions, Fees, and Other Payments 6

SECTION

6.o5

Financing Physical Facilities

6

SECTION 6.06 IMF Stanby Agreement 7

ii

SECTION NUMBER PAGE

ARTICLE VII Remedies of A.I . D. ₇

SECTION 7.01 Event s of Defaul t; Acceleration 7

SECTION 7. 02 Termination of Disbursement, Transfer of Goods to A. I. D. 7

SECTION 7. 03 Refunds

8

SECTION 7. 04 Waivers

8

SECTION 7.05 Expenses of Collection 8

ARTICLE VIII Miscellaneous

SECTION 8.01 Use of Representatives SECTION 8.02 Communications

8

8

LOAN AGREEMENT

AGREEMENT date d the Twenty-Sixth day of August, 1971, bet•;een the Government of the REPUBLIC OF INDONESIA (11_{Borrower11 ) and the Governm3nt of UNITED STATES OF} AMERICA, acting through the AGENCY FOR INTERNATIONAL DEVELOPMENT (11_{A.I.D. 11 ).}

ARTICLE I

The Loan

SECTION 1.01 . The Loan. In accordance with the Economic Cooperation Agreement between the Government of the Republic of Indonesia and the Government

of the United States of America signed at Djakarta, October 16, 1950, as supplemented by the Exchange of Not es of Economic and Technical Cooperation signed at Washington and Djakarta, J anuary 5 and 12, 1953, and subject to the terms and conditions of this Agreement, A.I.D. hereby agrees to lend Borrower pursuant to the Foreign Assistance Act of 1961, as amended, an amount not to exceed Fifteen Million Dollars ($ 15,000,000) for the foreign exchange costs of commodities and commodity related services needed to promote the stabilization, rehabilitation and development of the Indonesian economy, including essential raw materials, spare parts and machinery and equipment . Commodities and services authorized to be financed hereunder are hereinafter referred to as 11_{Eligible Items11 • The aggr egate amount disbursed her eunder is hereinafter} referred to as "Principal 11 •

ARTICLE II

Terms of Repayment and Interest

SECTION 2.01. Payment Obligations. The Borrower agrees to repay the Loan, and to pay interest on the Loan, in accordance with the terms of this Agreement. All payments shall be applied first to the payment of the accrued

interest and then to the r epayment of the Principal due.

SECTION 2.02. Currency of Repayment. All obligations of the Borrower to make payments under this Agreement shall be discharged by the payment of such coin or currency as at the time of payment is legal tender in the United States of America for payirent of public and private debts (herein called "United States Dollars").

SECTION 2.03. Interest. Borrower shall pay to A.I.D. interest which shall accrue at the rate of two percent (2%) per annum during ten years

immediately following the date of the first disbursement hereunder and at the rate of three percent

(3%)

per annum thereafter on the outstanding balance of Principal and on any due and unpaid interesto Interest on the outstanding balance shall accrue from the date of each respective disbursement and shall be computed on the basis of a 365-day year. Disbursement hereunder shall be deemed to occur on the date on which payment by A.I.D. is made either directly to

2

-SECTION

2.04.

Principal . Borrower shall repay the Principal to A.I.D. in United States dollars within forty

(40)

years from the date of the first disbursement hereunder in sixty-one (61) approximately equal semi-annual installments. The first installment of Principal shall be due nine and one-half ＨＹｾＩ＠ years after the first interest payment is due in accordance with Section

2.0J.

Upon completion of disbursement , A.I.D. will furnish an appropriate Amortization Schedule.

SECTION

2.0S.

Renegotiation of Terms . Borrower and A.I.D. agree that, at the request of either party but not sooner than six (6) month s prior to the date when the first repayment of Principal is due , they will negotiate concern-ing appropriate acceleration of the repayment of the principal. It is agreed that Borrower and A.I.D. will mutually determine to what extent repayment should be accelerated on the basis of one or more of t he following criteria:

(a). , Significant improvement in the internal economic and financial situation of the Republic of Indonesia;

(b) • Favorable trends in the balance of payments and foreign exchange holdings of the Republ ic of Indonesia;

(c). Ability of the Republic of Indonesia to make future

repayments of A.I.D. loans without interfering with the service of debts owing to any United States Government agency or any international organization of which the United States is a member.

ARTICLE III

Conditions Precedent

SECTION

J.01.

Conditions Precedent to Financing . Prior to and as conditions precedent to the issuance of the first letter of commitment or other author:i,..zation of disbursement, unless A.I.D. agree s otherwise, the Borrower shall furnish in form and substance satisfactory to A.I.D.:

(a) . An opinion or opinions of the Minister of Justice of Indonesia or of other counsel satisfactory to A. I.D. demonstrating that t he Agreement has been dul y authorized or ratified by and executed and delivered on behalf of the Borrower and constitutes a valid and binding obl igation of the Borrower in accordance with its terms;

(b). Evidence of the authority of the person or persons who will act as the representatives of the Borrower in connection with the operation of this Agreement, together with the authenticated specimen of signature, in duplicate, of each such person;

SECTION J.02. Te rminal Date for Fulfillment of Conditions Precedent. If t he conditions required by Section J . 01 have not been completed within thirty days after the date of this Agreement or by such other date as shall be agreed to in writing by A.I.D. , A. I.D. may at any ﾷｾｩｭ･＠ thereafter at its option

t erminate this Agreement by giving notice to the Borrower. Upon the gi ving of

such notice all obligations of the parties heNunder shall forthwith be termi nated.

ARTICLE I.V

Procurement, Utilization, and Eligibilit y of Commodities

SECTION 4.01. A.LD. Regulation 1. Except as A.I.D. may otherwise specify in writing, this Loan and the Procurernent and Utilization of Eligibl e Items financed under it is subject to the terms and conditions of A. I. D.

Regulat ion 1 as f rom time to time amended and 1.n eff ect, which is incorporated and made a part hereof . If any provision of A.I.D. Regulation 1 is inconsi stent with a provi sion of the Agreement, the provision of this Agreement shall govern.

SECTION

4.02.

Source of Procurement. Except as A.I.D. may specify i n commodity procurement instructions or implementation l etters, or as it may ot her-wise agree i n writing, all Eligibl e Items shall have t heir source and origin in

those countries noted as eligible under Code

941

of the A.I.D. Geographic Code Book as in effect at the time orders are placed or contracts entered into f or such Eligible Items.

SECTION

4.0J.

Da.te of Procurenent. No commodities or commodity r el ated services may be finance d under lett ers of credit opened prior to the Eligibility Date, which shall be the date of t his Agreement., nor, in the case of payment s not made through letters of credit, where the l ill of l ading is dated prior t o the Eligibility Date.

SECTION

4.04.

Eligible Items. All commodities which may be imported and paid f or with Credit Foreign Exchange (Devisa Kredit) under regulations of the Borrower in effect on the date of this Agreement shall be eligible for financing under the Loan, subject to any exceptions or conditions stated i4 this Agreement or in any Implementation Letter or Commodity Procurement Instruc-tion which may be issued hereunder. Other items shall become eligible for

financing under this ａ ｧｲ･･ｲｲ･ｮｾ＠ only with the wl".'itten agreement of A.I. D. A.I.D. may decline to f inance any specific commodity or service when in its judgement such financing would be inconsistent wi th the purpo se of the Loan or of t he Foreign Assistance Act of 1961, as amended.

SECTION

4.05.

Procurement for Public Sector. With respect to procure-ment hereunder by or for the Borrower, its agencies and any subsidized st at e enterprise:

(a). Notwithstanding Section 201 .ll(a) of A.I . D. Regulation 1, Borrower shall avail itself of opportunities tc procur e U.S. Goverrunent - owned excess property to the maximum extent consistent wit h the purpose of this Loan;

(c). Borrower will undertake to assure that public end-users under this Loan establish adequate logistics management facilities and that adequate funds are available to pay banking charges, customs duties and other conunodity related charges in connection with commoditie.5 imported by public end-users.

SECTION 4.06. Procurement for Private Sector. A.I.D. Regulation 1 shall apply to procurement by the private sector or any unsubsidized state enterprise unless exception therefrom is provided by A. I.D, in a Letter of Implementation or

a Commodity Procurement Instruction. Borrower warrants and covenants that after execution of the Agreement, it shall take all nec:essary steps to encourage

Indonesian importers and end .users to utilize A.I.D. Small Business facilities in order to maximize competition and to obtain competitive quotations from a reasonable number of potem/'.al ｳｵｰｰｬ ｩ ･ｲｳｾ＠ and in any case will require that good conunercial practices wlll be observed.

SECTION 4.07. Ut:i.lizatlon of Com.'llnd:i.ties.

(a). The Borrower shall insura that t he conunodities financed under this Agreement shall be effectively used for tne purpose for which the assistance is made available. Such effective use shall include: (i) The prompt processing of commodity imports thrcugh customs at peo!'ts of entry and the removal from customs of such commodi"';ies by both the public. and private sector importers. The period from the date the commodit.ies arrive at the port of' entry to the date at which the importer removes the ｣ｯｭｭｯ､ｾｴｩ･ｳ＠ from customs shall not exceed 90 calendar days, unless the importer is hindered by force majeure, or unless A.I.D. otherwise agrees in writing; and (ii) TPe consumption or use by the public

sector importer or the sale or transfer by the public sector importer for consumption or use shall take place no J.a+er +han 1 year from the date the importer removes the commodities from ｣ｵｳｴｯｭｳｾ＠ unless a longer period can be justified to the satisfaction of A.I.D. by reason of force majeure or special market or other circumstances.

(b). Borrower shall use ita best efforts to prevent the use of commodities financed under this Agreement: to promote or a ssist any project or activity associated with or financed by any country not included in Code

935

_of

the A.I.D. Geographic Code Bock as in effect at the time of such projected use, except with the prior written consent of A.I.D.

SECTION 4.08. Limitation to Private Sector Use. The Borrower will insure that private importers utilizjng funds under this Agreement will not do so on behalf of a Government of Indonesia Agency or a budgetary supported state enterprise, except when authorizP.d by A.I.D. in writing.

SECTION 4.09. Minimum Size of Tra.n.sactions. Except where authorized by A.I.D. in writing, no foreign ･ｸ｣ｨ｡ｮｧｾ＠ allocation or letter of credit issued

pursuant to this Agreement shall be in an amount le ss than Five Thousand Dollars

($

5,000).

5

-a description of the procurement -authorized by this Agreement;

the applicable Commodity Financing Procedures which, pursuant to this Agreement, are A.I.D. s Standard Commodity Financing Procedures utilizing A.I.D. Regulation 1 except as Regulation 1 may be inconsistent with the

Agreement;

the authorized methods of financing. as set out in Article V _hereof;

special provlsions applicable to the procurement authorized by this Agreement (including both provisions applicable to spe cific commodity codes and provisions of general application). Such spec.Lal provisions will be stated in form suitable for incorporation in ｩｮｳｴｾＱ｣ｴｩｯｮｳ＠ to i mporters issued by Borrower.

SECTION

4.11.

Port Charges. With respect to transportation services that constitute Eligible Items, A. I.D. will financ e under the Loan ninety percent (90%) of all ocean freight costs of each shipment., and ninety- eight

percent ( 98%) of such costs on any shipment under free-out term s. The remaining ten percent

(10%),

or two percent (2%) of free -out shipments,

represent port charges in Indonesia, and Borrower covenants that it shall make available foreign exchange to finance sa_d p!JI't charges in accordance with such rules and pro cedure s as A.I.D. may prescribe in Implementation Letters.

ARTICLE V

Letters of Commitment and Disbursement

SECTION

5.01 .

Request for Letters of ｃｯｭ ｭｩｴｭ･ｮｾ Ｎ＠ To obtain

disbursement of the Loan, the ｂｯｾｲｯｷ･ｲ＠ may from time to time submit Financing Requests to A.I.D. for the issuance of J.etters of commitment to one or more banking institutions in the United States designated by the Borrower and satisfactory to A.I.D., committing A.I.D. to rsimburse such bank or banks for payments made, through letters of credit or otherwise, t o the Borrower or any

designee of the Borrowe r, pursuant to such documentation requirements as A. I.D. may prescribed. Banking charges incurred in conne ction with letters of

commitment and disbursements shall be for the account of the Borrower and may be financed by ｴｨｾ＠ Loan.

SECTION

5.02.

Other Forms of Disbursement. Disbursement of the Loan also may be made through such other means and by such other procedures as the Borrower and A. I.D. may agree in writing.

SECTION

5.03.

Terminal Date for Requests for Letters of Commitment. Except as A.I. D. may otherwise agree in writing, no le tters of commitment shall be issued in response t o a Financing Request received after twelve

(12)

months from the date of signing of this Agreement.

SECTION

5.04.

Terminal Date for Reouests for Disbursement. Except as A.I.D. may otherwise agree in writing, no disbursement of the Loan shall be made

6

-SECTION

5.05.

_{Document-ation ｒ･ｱｵｩ｟ｲ･ｭ･ｮｾ Ｎ＠ Regulation 1 specifies in}

detail the documents required by A.I.D. to substantiate disbursements under this Loan Agreement by ｬ･ｾｴ･ｲ＠ of corrunitment or other method of financing . The document number shown in the letter of corr.rnit1rent or other disbursing

authorization documen"& shall be the nU111:ber reflected on all disbursement documents submitted to A. I. D. In add.i tion 'ljO the above the Borrower shall maintain records adequate to establish that the commodit.ies financed hereunder have been utilized in accordance with Section 4.07 of this Agreement.

ARTICLE

VI

Additional Covenants and Warranties

SECTION 6.01. ｒ･ｰｯｲｾｳＮ＠ A.I.D. shall be furnished with such reports and information relating to the goods and se!"rice s financed by the Loan and the performance of Borrower 's obligations under this Agreemem; as it may reasonably request.

SECTION 6.02 . Notice of Adverse Deve:opments. The Borrower shall promptly inform A.I.D. of any conditions which interfere with or threaten to

interfere with the repayment of the Loan and the interest or the performance of any other obligation of bhe Borrower hereunder.

SECTION 6.03. Taxation on Loan ａｧｲ･･ｭｾＱＲｴ＠ and PaYJ!!ents Thereunder. This Agreement shall be free fromJ and t he principal of the interest on the Loan shall be paid without; deduction for and free .from a.."'ly taxation or fees imposed under the laws of the Republic o.f Indonesia or laws in effect in its territory.

SECTION 6 .04. ｃｯｭｭＮｩＮｳｾｯｮｳ _Ｓ＠ Fees, and Other Payments . Borrower warrants and covenants that in connection with obtai.ning the assistance to be furnished hereunder or any action under this Agreement it has not paid and will not pay or agree to pay nor to the best of its knowledge has there been paid or will there be paid or agreed t o be paid by any other person or entity, commissions, fees, or other payments of any kind, except as regular compensation to Borrower's full time officers and employees or as compensation for bona fide professional

technical or comparable servJ..ces to which it is a party or of which it has

knowledge and if the amount of any such payrn.en·L is deemed unreasonable by A. I.D., Borrower shall cause a reduction to A.I.Do to ｾ･＠ made therein.

SECTION 6.05. Financing Physical Faci.li.ties. Except as A.I.D. may otherwise agree in writing, not more than

$

250,000 from the proceeds of the Loan shall be made available by "&he Borrower for a Single End-Use. The term Single End-Use means the purchase of commodities and commodity-related services for use in the construction, expansion, equipping or alteration of a physical facility or related physical facilities, but aces not include use for purposes of rehabili ta ti on or modernization of an existing facilit.y which does not involve a substantial change in the size or character of the facility. For purposes hereof, "related physical facilities" mean s facilities which considering

7

-SECTION 6.06. Standby Agreement. The Borrower shall continue to adhere to the terms and conditions of any outstanding IMF standby agreement.

SECTION 6.07. Local Currency Proceeds. The local currency proceeds accruing to Borrower under this Loan shall be used for the Development Budget of the Borrower or for such other purposes as Borrower and A.I.D. may agree.

ARTICLE VII

Remedies of A.I.D.

SECTION 7.01. Events of Default; Acceleration. If any one or more of the following events ("Events of Default") shall occur:

(a). Borrower shall fail to pay in full any interest or installment of Principal when due;

(b). Borrower shall fail to comply with any other provision contained herein or with any other of its undertakings submitted to A.I.D. in connection with obtaining this Loan; or

(c). Any representation or warranty made by or on behalf of Borrower with respect to obtaining this Loan or made or required to be made hereunder is incorrect in any material respect, then A.I.D., at its option, may declare all or any part of the Principal balance to be due and payable immediately, and upon any such declaration unless the default is cured within sixty (60) days thereafter, such Principal and all accrued interest shall become due and payable immediately.

SECTION 7 .02. Termination of Disbursements, Transfer of Goods to A.I.D. In the event that at any time:

(a). An event of default has occurred;

(b). An event occurs which A.I.D. determines to be an extra-ordinary situation which makes it improbable that the purposes of the Loan will be attained or that Borrower will be able to perform its obligations hereunder; or

(c). And disbursement would be in violation of the le gislation governing A.I.D.; or

(d). A default shall have occurred under any other agreement between Borrower or any of its agencies and the United States or any of its agencies, then A.I.D., in addition to remedies provided in A.I.D. Regulation 1 at its option, may (i) decline to issue further letters of commitment or other disbursing authorizations, (ii) suspend or cancel outstanding letters of

8

-giving notice to Borrower promptJ thereafter, (iii) decline to make

disbursements other than under l.=. ... te ... 3 of commitment; and (iv) at A.I.D. 's

expense, direct that title to grl>ds f inanced hereunder shall be transferred to A.I.D., if the goods are in a deliverable state and have not been offloaded in ports of entry of Indonesia.

SECTION

7.0J.

Refunds. In addition to any refund otherwise required by A.I.D. pursuant to Regulation 1, if A.I.D. determines that any disbursement is not supported by valid documentation in accordance with this Agreement, or is in violation of the laws governing A. I.D . or that the assistance finance d under this Agreement is not financed or used in accordance with the terms of this Agreement, the Borrower shall pay to A.I.D. within ninety days after receipt of requests the full amount of such disbur sement, Refunds paid by the Borrower to A.I.D. resulting from violations of the terms of this Agreement

shall be considered as a reduction in the amount of A. I.D. 1_{s obligation under} the Agreement reducing the disbursements and the Agreement value and shall not be available for reuse under the Agreement . For administrative purposes those refunds paid by the Borrower which are less than $ 10,000 shall serve to reduce the last principal repayment. When, however, such refunds are $ 10,000 or over the Amortization Schedule shall be revised .

SECTION

7.0h.

Waivers . No ､ ･ ｬｾｹ＠ in P.Xercising or omitt.inP' to exercise, any right, power, or remedy accruing t0 A. I, D. under this Agreement shall be construed as a waiver of any of these rights, powers, or remedies.

SECTION

7.05.

enses of Collection. All reasonable costs incurred by A.I.D . (other than salaries of its staff in connection with the collection

of amounts due under this Agreement may be charged to Borrower and reimbursed as A.I.D. may specify.

ARTICLE VIII

Miscellaneous

SECTION 8.01. Use of Representatives.

(a). All actions required or permitted to be performed or taken under the Agreement by the Borrower or A.I.D. may be performed by their

respective duly authorized representatives.

- 9 _ｾ＠

SECTION 8 . 02. Communications. Any notice, request or other

communication given, made or sent by the Borrower or A.I.D. pursuant to this Agreement shall be in writing and shall be deemed to have been duly del ivered by hand or by mail, telegram, cable or radiogram to such other party at the following addresses:

To the Borrower: Mail Address Bank Indonesia Djalan Thamrin 2

Djakarta, I ndonesia

Cable Address: Delegasi Djakarta

To A.LD . Mail Addre SS United States Agency for

International Devel opment American Embassy

Djakarta, I ndonesia

Cable Address: USAID AMEMB DJAKARTA

Other addresses may be substituted for the above upon the giving of notice and

acknowledgement of such substitution.

REPUBLIC OF INDONESIA UNITED STATES OF

AMERICA

Signed Signed

By ｾｾｾＭＭｾｾｾｾｾＭＭＭＭＭＧＮＮＭＮ ＢＢＢＢＧＢＢＭＭＮｾ＠ -

-Ismael M. Thajeb S.H . By ｾｾｾｾｾｾｾ Richard M. Cashin ｾｾｾｾｾｾｾ＠

Director General Director