10.5 Loan Agreement relating to the Paranasan Financing between the state of
Parana and Japan Bank for International Cooperation
EXHIBIT 10.5
RESTRICTED
COPY
14
LOAN AGREEMENT NO. BZ-P13
LOAN AGREEMENT
For
PARANA STATE ENVIRONMENTAL IMPROVEMENT PROJECT
Between
THE OVERSEAS ECONOMIC COOPERATION FUND, JAPAN
And
THE STATE OF PARANA, BRAZIL
Dated January 8, 1998
Table of Contents
Article I Loan
Section 1. Amount and Purpose of Loan
Section 2. Use of Process of Loan
Article II Repayment and Interest
Section 1. Repayment of Principal
Section 2. Interest and Method of Payment thereof
Article III Particular Covenants
Section 1. General Terms and Conditions
Section 2. Guarantee for Loan
Section 3. Procurement Procedure
Section 4. Disbursement Procedure
Section 5. Administration of Loan
Section 6. Notices and Requests
Schedule 1 Description of Project
Schedule 2 Allocation of Proceeds of loan
Schedule 3 Amortization Schedule
Schedule 4 Procurement Procedure
Schedule 5 Commitment Procedure
Schedule 6 Reimbursement Procedure
Schedule 7 Transfer Procedure
Loan Agreement No. BZ-P13 dated January 8, 1998, between THE OVERSEAS
ECONOMIC COOPERATION FUND and THE STATE OF PARANA
In the light of the contents of the Exchange of Notes between the
Government of Japan and the Government of the Federative Republic of Brazil
dated August 28, 1996, concerning Japanese loans to be extended with a view to
promoting development efforts and strengthening the economic stabilization of
the Federative Republic of Brazil, and the friendly relations between the two
countries,
THE OVERSEAS ECONOMIC COOPERATION FUND (hereinafter referred to as "the
Fund" and THE STATE OF PARANA (hereinafter referred to as "the Borrower")
herewith conclude the following Loan Agreement (hereinafter referred to as "the
Loan Agreement", which includes all agreements supplemental hereto).
Article I
Loan
Section 1. Amount and Purpose of Loan
The Fund agrees to lend the Borrower an amount not exceeding TWENTY THREE
BILLION SIX HUNDRED EIGHTY SIX MILLION Japanese Yen (Yen23,686,000,000) as
principal for the implementation of the Parana State Environmental Improvement
Project described in Schedule I attached hereto (hereinafter referred to as "the
Project"), on the terms and conditions set forth in the Loan Agreement and in
accordance with the relevant laws and regulations of Japan (hereinafter referred
to as "the Loan"), provided, however, that when the cumulative total of
disbursements under the Loan Agreement reaches the said limit, the Fund shall
make no further disbursements.
Section 2
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Section 2. Use of Proceeds of Loan
(1) The Borrower shall cause the proceeds of the Loan to be used for the
purchase of eligible goods and services necessary for the implementation
of the Project from suppliers, contractors or consultants (hereinafter
collectively referred to as "the Supplier(s)") of the eligible source
countries described in Schedule 4 attached hereto (hereinafter referred to
as "the Eligible Source Country(ies)" in accordance with the allocation
described in Schedule 2 attached hereto.
(2) The final disbursement under the Loan Agreement shall be made not later
than the same day and month eight (8) years after the effective date of
the Loan Agreement, and no further disbursement shall be made by the Fund
thereafter, unless otherwise agreed upon between the Fund and the
Borrower, who shall forward to the Fund the written Agreement of the
Federative Republic of Brazil (hereinafter referred to as "the
Guarantor").
Article II
Repayment and Interest
Season 1. Repayment of Principal
The Borrower shall repay the principal of the Loan to the Fund in
accordance with the Amortization Schedule set forth in Schedule 3 attached
hereto.
Section 2. Interest and Method of Payment thereof
(1) The Borrower shall pay interest to the Fund semi-annually at the rate of
four percent (4.0%) per annum on principal corresponding to categories
(a), (b) and (c) below disbursed (hereinafter referred to as "Principal
(I)") and outstanding:
(a) Principal disbursed out of the proceeds of the Loan allocated to
Category (A) (provided for in Section 1 of Schedule 2, attached
hereto);
(b) Service charges disbursed out of the proceeds of the Loan with
respect to the disbursement of (1) (a) above;
(c) Any principal reallocated from Category (C) (provided for in Section
1 of Schedule 2, attached hereto) and disbursed with respect to (1)
(a) or (1) (b) above.
(2) The
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(2) The Borrower shall pay interest to the Fund semi-annually at the rate of
two and three tenth percent (2.3%) per annum on the principal
corresponding to categories (a), (b) and (c) below disbursed (hereinafter
referred to as "Principal (II)") and outstanding:
(a) Principal disbursed out of the proceeds of the Loan allocated to
Category (B) (provided for in Section 1 of Schedule 2, attached
hereto);
(b) Service charges disbursed out of the proceeds of the Loan with
respect to the disbursement of (2) (a) above;
(c) Any principal reallocated from Category (C) (provided for in Section
1 of Schedule 2, attached hereto) and disbursed with respect to (2)
(a) or (2) (b) above.
(3) The Borrower shall pay to the Fund on January 20 of each year the interest
that has accrued up to January 19 of that year from July 20 of the
preceding year, and on July 20 of each year the interest that has accrued
up to July 19 from January 20 of that year, provided that, prior to the
date of the final disbursement of the proceeds of the Loan, the Borrower
shall pay to the Fund on February 20 of each year the interest that has
accrued up to January 19 of that year from July 20 of the preceding year,
and on August 20 of each year the interest that has accrued up to July 19
from January 20 of that year.
Article III
Particular Covenants
Section 1. General Terms and Conditions
Other terms and conditions generally applicable to the Loan Agreement
shall be set forth in the Fund's General Terms and Conditions, dated November,
1987, with the following supplemental stipulations (hereinafter referred to as
"the General Terms and Conditions");
(1) The term "principal" wherever mentioned in the General Terms and
Conditions shall be replaced by "Principal (I) and Principal (II)";
(2) When the Borrower makes repayment of principal or payment of interest or
other charges without specifying the order of appropriation, the Fund may
decide the order of appropriation among principal, interest or other
charges for Principal (I) or Principal (II).
(3) After a contract
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(3) After a contract is determined to be eligible for the Fund's financing,
the name of the Supplier(s) and the amount of the contact may be made
public by the Fund.
(4) The Loan Agreement shall be executed in triplicate in the English
language, each copy being considered to be an original, one for the Fund,
one for the Borrower and one for the Guarantor.
(5) Section 3.05. of the General Terms and Conditions shall be disregarded and
replaced by the following provision:
"Should repayment of principal or payment of interest or any other charges
required under the Loan Agreement be delayed the interest specified in
Section 3.06. shall cease to accrue on such overdue amount of principal on
and after the due date and an overdue charge calculated at a rate of one
percent (1%) per annum over and above the interest rate specified in the
Loan Agreement shall be payable on the overdue amount of principal,
interest or other charges for a period from the due date to the day
immediately preceding the day of actual payment thereof, both inclusive."
(6) Section 6.05. of the General Terms and Conditions shall be disregarded and
replaced by the following provision:
"Regarding repayment of principal and payment of interest or any other
charges required under the Loan Agreement, the Borrower and the Guarantor,
if any, shall undertake not to treat debts to the Fund lose favorably than
any other than short-term debts, and the agreements (as amended from time
to time) implementing the Federative Republic of Brazil-1992 Financing
Plan, dated November 29, 1993".
(7) Section 8.08. of the General Terms and Conditions shall be disregarded and
replaced by the following provision:
"If within thirty (30) days of the sending of the Award documents to the
parties, the Award shall not have been complied with, a party may require
judgement upon the Award or institute proceedings for enforcement of the
Award against the party with obligations to it under the Award in any
court of competent jurisdiction, provided that nothing contained in this
Agreement constitutes, under Japanese Law, a contractual consent by the
Federative Republic of Brazil to the jurisdiction of any court outside
Brazil except to the extent necessary to obtain judicial recognition of an
arbitral award, including any proceeding required for the purposes of
converting an arbitral award into a judgement. However, no other
interference, legal or otherwise, with the enforcement of the Award shall
be attempted."
Section 2.
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Section 2. Guarantee for Loan
The Borrower shall, in accordance with Section 7.01. of the General Terms
and Conditions, cause a Guarantee for the Loan (hereinafter referred to as "the
Guarantee") executed by the Guarantor to be given to the Fund immediately after
the execution of the Loan Agreement.
Section 3. Procurement Procedure
The guidelines for procurement and for the employment of consultants
mentioned in Section 4.01. of the General Terms and Conditions shall be as
stipulated in Procurement Procedure attached hereto as Schedule 4.
Section 4. Disbursement Procedure
The disbursement procedure mentioned in Section 5.01. of the General Terms
and Conditions shall be as follows:
(1) Commitment Procedure attached hereto as Schedule 5 shall apply in cases of
disbursements to the Supplier(s) of the Eligible Source Countries other
than the Federative Republic of Brazil with respect to the portion of
contracts stated in a currency other than that of the Federative Republic
of Brazil.
(2) Reimbursement Procedure attached hereto as Schedule 6 shall apply in cases
of disbursements to the Supplier(s) of the Federative Republic of Brazil,
and to the Supplier(s) of the Eligible Source Countries other than the
Federative Republic of Brazil with respect to the portion of contracts
stated in the currency of the Federative Republic of Brazil.
(3) Notwithstanding the provision of the paragraph (2) mentioned above.
Transfer Procedure attached hereto as Schedule 7 may apply in cases of
disbursements to the Supplier(s) of the Federative Republic of Brazil, and
to the Supplier(s) of the Eligible Source Countries other than the
Federative Republic of Brazil with respect to the portion of contracts
stated in the currency of the Federative Republic of Brazil.
Section 5.
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Section 5. Administration of Loan
(1) The Borrower shall authorize Companhia de Saneamento do Parana
(hereinafter referred to as "the Executing Agency") to implement the
Project.
(2) The Borrower shall cause the Executing Agency to employ consultants for
the implementation of the Project.
(3) Should the funds available from the proceeds of the Loan be insufficient
for the implementation of the Project, the Borrower shall make
arrangements promptly to provide such funds as shall be needed.
(4) The Borrower shall at all times operate and maintain, or cause to be
operated and maintained, any facilities relevant to the Project, and
promptly as needed, make or cause to be made all necessary repairs and
replacements thereof.
(5) The Borrower shall cause the Executing Agency to furnish the Fund with
progress reports for the Project on a quarterly basis (as of March, June,
September and December of each year) until the Project is completed, in
such form and in such detail as the Fund may reasonably request.
(6) Promptly, but in any event not later than six (6) months after completion
of the Project, the Borrower shall cause the Executing Agency to furnish
the Fund with a project completion report in such form and in such detail
as the Fund may reasonably request.
Section 6.
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Section 6. Notices and Requests
The following addresses are specified for the purpose of Section 9.03. of
the General Terms and Conditions:
For the Fund
Postal address: THE OVERSEAS ECONOMIC COOPERATION FUND
Edificio Torre Rio Sul.
Rua ▇▇▇▇▇ ▇▇▇▇▇▇, 116/3505
Botafogo,
▇▇▇ ▇▇ ▇▇▇▇▇▇▇-▇▇-▇▇▇ ▇▇▇▇▇-▇▇▇ ▇▇▇▇▇▇
Attention: Chief Representative
Fax: ▇▇-▇▇-▇▇▇-▇▇▇▇
For the Borrower
Postal address: GOVERNO DO ESTADO DO PARANA
Praca Nossa Senhora de Salete s/n(0)
Centro Civico-CEP 80.530-914
Curitiba-PR-Brasil
Attention: Governador do Estado do Parana
Fax: ▇▇-▇▇-▇▇▇-▇▇▇▇/▇▇-▇▇-▇▇▇-▇▇▇▇
For the Executing Agency
Postal address: COMPANHIA DE SANEAMENTO DO PARANA
Rua Engenheiros Reboucas, 1376
Curitiba-Parana-Brazil 80215-100
Attention: Presidente
Fax: ▇▇-▇▇-▇▇▇-▇▇▇▇
If the above addressee and/or names are changed, the party concerned shall
immediately notify the other party hereto in writing of the new addressee and/or
names.
IN WITNESS
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IN WITNESS WHEREOF, the Fund and the Borrower, acting through their duly
authorized representatives, have caused the Loan Agreement to be duly executed
in their respective names and delivered at the office of THE OVERSEAS ECONOMIC
COOPERATION FUND, Chiyoda-ku, Tokyo, Japan, as of the day and year first above
written.
For For
THE OVERSEAS ECONOMIC THE STATE OF PARANA
CORPORATION FUND
/s/ Akira Nishigaki /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------- ----------------------------------------
AKIRA NISHIGAKI ▇▇▇▇▇ ▇▇▇▇▇▇
President Governor of the State of Parana
Chairman of the Board
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Schedule I
Description of Project
Section 1. Outline of the Project
(1) Objective
To improve water supply system, sewerage system and agrotoxic waste
management system, in order to improve social environment of the project area
(2) Location
Curitiba Metropolitan Area (hereinafter referred to as "CMA" and Coastal
area for the water supply and sewerage system. All over the state for the
agrotoxic waste management system
(3) Executing Agency
Companhia de Saneamento do Parana (SANEPAR).
(4) Scope of Work
(a) Water supply system construction component
(i) Construction of water supply system in CMA
(ii) Construction of water supply system in coastal area
(b) Sewerage system construction component
(i) Construction of sewerage system in CMA
(ii) Construction of sewerage system in coastal area
(c) Water supply and sewerage system construction component in Areas of
Influence
(d) Agrotoxic waste management system construction component
(e) Consulting services
The proceeds of the Loan are available for items (a) through (e).
Any balance remaining on the aforementioned item and all other items are
to be financed by the Borrower.
Section 2.
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Section 2. Estimated annual fund requirements are as shown below.
Calendar Year For the Loan For the project
(in million (in million
Japanese Yen) Japanese Yen)
1998 1,800 3,000
1999 2,633 4,388
2000 5,807 9,679
2001 5,861 9,768
2002 4,591 7,651
2003 2,994 4,989
------ ------
Total 23,686 39,476
Disbursement of the proceeds of the Loan shall be made within the
limit of the Japanese Government's annual budgetary appropriations for the
Fund.
Section 3. The Project is expected to be completed by the end of 2003.
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Schedule 2
Allocation or Proceeds of Loan
Section 1. Allocation
Amount of the Loan % of expenditure
Allocated to be financed
(in million Japanese Yen)
(A) Construction Works 17,468 65
(B) Consulting Services 4,055 100
(C) Contingencies 2,163 --
------
Total 23,686
Note: Items not eligible for financing are as shown below
(a) General administration expenses
(b) Taxes and Duties
(c) Purchase of land and other real property
(d) Compensation
(e) Other indirect items
With regard to disbursement in each Category, the amount disbursed
shall be calculated from the eligible expenditure by multiplying with the
percentage of respective Category stipulated in this Section, unless
otherwise agreed upon between the Fund and the Borrower.
Section 2.
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Section 2. Reallocation upon change in cost estimates
(1) If the estimated cost of items included in any of Categories (A) and/or
(B) shall decrease, the amount then allocated to, and no longer required
for, such Category will be reallocated by the Fund to Category (C).
(2) If the estimated cost of items included in any of Categories (A) and/or
(B) shall increase, the amount equal to the portion, if any, of such
increase to be financed out of the proceeds of the Loan, will be allocated
by the Fund, at the request of the Borrower, to such Category from
Category (C), subject, however, to the Funds consideration on the
necessities for contingencies in respect of the cost of items in the other
Category.
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Schedule 3
Amortization Schedule
1. Payment of Principal (I)
Due Date Amount
(in Japanese Yen)
On January 20, 2005 530,588,000
On each January 20 and July 20 530,567,000
beginning July 20, 2005
through January 20, 2023
2. Payment of Principal (II)
Due Date Amount
(in Japanese Yen)
On January 20, 2008 109,616,000
On each January 20 and July 20 109,594,000
beginning July 20, 2005
through January 20, 2023
3. Total of Payment (I) + (II)
Due Date Amount
(in Japanese Yen)
On January 20, 2005 640,204,000
On each January 20 and July 20 640,161,000
beginning July 20, 2005
through January 20, 2023
Schedule 4
Procurement Procedure
Section 1. Guidelines to be used for procurement under the Loan
(1) Procurement of all goods and services, except consulting services to be
financed out of the proceeds of the Loan shall be in accordance with Guidelines
for Procurement under OECF Loans dated November, 1987 (hereinafter referred to
as "the Procurement Guidelines").
(2) Employment of consultants to be financed out of the proceeds of the Loan
shall be in accordance with Guidelines for the Employment of Consultants by OECF
dated November, 1987 (hereinafter referred to as "the Consultant Guidelines").
Section 2. Eligible Source Countries
The Eligible Source Countries for procurement of all goods and services,
including consulting services, to be financed out of the proceeds of the Loan
are all countries and areas.
Section 3. The Fund's review of decisions relating to procurement of goods and
services (except consulting services)
The following procedure shall, in accordance with Section 4.02 of the
General Terms and Conditions, be subject to the Fund's review and concurrence.
(1) With regard to any contract the value of which is estimated to be not less
than five hundred million Japanese Yen (Yen500,000,000.):
(a) If the Borrower wishes to adopt procurement procedures other than
International Competitive Bidding, the Borrower itself or through the
Executing Agency shall submit to the Fund a Request for Review of
Procurement Method(s) (as per Form No. 1 attached hereto). The Fund shall
inform the Borrower or the Executing Agency on behalf of the Borrower its
concurrence by means of a Notice regarding Procurement Method(s).
(b) Before
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(b) Before advertisement and/or notification of prequalification, the Borrower
itself or through the Executing Agency shall submit to the Fund, for its
review and concurrence, the Prequalification Documents, together with a
Request for Review of Prequalification Documents. When the Fund has no
objection to the said documents, the Fund shall inform the Borrower or the
Executing Agency on behalf of the Borrower accordingly by means of a
Notice regarding Prequalification Documents. Any further modification of
the said documents by the Borrower itself or through the Executing Agency
requires prior concurrence by the Fund
(c) When the prequalified firms have been selected, the Borrower itself or
through the Executing Agency shall submit to the Fund, for its review and
concurrence, a list of those firms and a report on the selection process
with the reason for the choice made, attaching all relevant documents,
together with a Request for Review of Result of Prequalification. When the
Fund has no objection to the said documents, the Fund shall inform the
Borrower or the Executing Agency on behalf of the Borrower accordingly by
means of a Notice regarding Result of Prequalification.
(d) Before inviting bids, the Borrower itself or through the Executing Agency
shall submit to the Fund, for its review and concurrence, the notices and
instructions to bidders, bid form, proposed draft contract, specifications
drawings and all other documents related to the bidding, together with a
Request for Review of Tender Documents. When the Fund has no objection to
the said documents, the Fund shall inform the Borrower or the Executing
Agency on behalf of the Borrower accordingly by means of a Notice
regarding Tender Documents. When the Borrower itself or through the
Executing Agency wishes to make any subsequent alteration to any of the
said documents the Fund's concurrence is to be obtained before the
documents are sent to prospective bidders.
(e) Before sending a notice of award to the successful bidder, the Borrower
itself or through the Executing Agency shall submit to the Fund, for its
review and concurrence, the analysis of bids and proposal for award,
together with a Request for Review of Analysis of Bids and Proposal for
Award. When the Fund has no objection to the said documents, the Fund
shall inform the Borrower or the Executing Agency on behalf of the
Borrower accordingly by means of a Notice regarding Analysis of Bids and
Proposal for Award.
(f) When
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(f) When, as provided for in Section 5.10 of the Procurement Guidelines, the
Borrower itself or through the Executing Agency wishes to reject all bids
or to negotiate with one or two of the lowest bidders with a view to
obtaining a satisfactory contract, the Borrower itself or through the
Executing Agency shall inform the Fund of its reasons, requesting the
Fund's prior review and concurrence. When the Fund has no objection, it
shall inform the Borrower or the Executing Agency on behalf of the
Borrower of its concurrence. In the case of re-bidding, all subsequent
procedures shall be made substantially in accordance with the
above-mentioned sub-paragraphs (a) through (e).
(g) Promptly before executing a contract, the Borrower itself or through the
Executing Agency shall submit to the Fund, for its review and concurrence,
a certified copy of the Draft of the Contract, together with a Request for
Review of the Draft of the Contract (as per Form No. 2 attached hereto).
When the Fund determines the contract to be consistent with the Loan
Agreement, the Fund shall inform the Borrower or the Executing Agency on
behalf of the Borrower accordingly by means of a Notice regarding the
Draft of the Contract which will be effective upon the receipt of a Report
on the Execution of the contract. Promptly after executing a contract the
Borrower itself or through the Executing Agency shall send to the Fund a
Report on the Execution of the Contract with a duly certified copy of the
contract (as per Form No. 4 attached hereto).
(h) Any modification or cancellation of the contract reviewed by the Fund
shall require the prior written concurrence of the Fund thereto, provided,
however, that any change which does not constitute an important
modification of the contract and which does not affect the contract price
shall not require such concurrence of the Fund.
(2) With regard to any contract the value of which is estimated to be less than
five hundred million Japanese Yen (Yen500,000,000.):
(a) Promptly before executing a contract, the Borrower itself or through the
Executing Agency. shall submit to the Fund, for its review and concurrence
a certified copy of the Draft of the Contract together with the Request
for Review of the Draft of the Contract (as per Form No. 2 attached
hereto). When the Fund determines the Draft of the Contract to he
consistent with the Loan Agreement, the Fund shall inform the Borrower or
the Executing Agency on behalf of the Borrower accordingly by means of a
Notice regarding the Draft of the Contract which will be effective upon
the receipt of the Report on the Execution of the contract. Promptly after
executing a contract the Borrower itself or through the Executing Agency
shall send to the Fund a Report on the Execution of the Contract with a
duly certified copy of the contract (as per Form No. 4 attached hereto).
(b) Any
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(b) Any modification or cancellation of a contract reviewed by the Fund shall
require the prior written concurrence of the Fund thereto, provided,
however, that any change which does not constitute an important
modification of the contract and which does not affect the contract price
shall not require such concurrence of the Fund.
Section 4. The Fund's review of decisions relating to employment of consultants
(1) With reference to Section 4.02 of the General Terms and Conditions, the
following procedures shall be subject to the Fund's review and concurrence.
(a) Before proposals are invited from consultants, the Borrower itself or
through the Executing Agency shall submit to the Fund, for the its review
and concurrence, the Terms of Reference, Short List of Consultants and
Letter of Invitation. together with a Request for Review of these
documents. When the Fund has no objection to the said documents, the Fund
shall inform the Borrower or the Executing Agency on behalf of the
Borrower accordingly by means of a Notice regarding the Terms of
Reference, Short List of Consultants and Letter of Invitation. Any further
modification of the said documents by the Borrower itself or through the
Executing Agency requires the prior concurrence of the Fund.
(b) Before inviting the highest-ranked consultant to enter on contract
negotiations, the Borrower itself or through the Executing Agency shall
submit to the Fund, for its review and concurrence, the results of its
evaluation of proposals received, together with a Request for Review of
Evaluation Report on Consultants' Proposals. When the Fund has no
objection to the said documents, the Fund shall inform the Borrower or the
Executing Agency on behalf of the Borrower accordingly by means of a
Notice regarding Evaluation Report on Consultants' Proposals.
(c) When, as provided for in Section 3.07 (2) of the Consultant Guidelines,
the Borrower itself or through the Executing Agency wishes to terminate
the contract negotiations with the highest-ranked consultant and invite
the second-ranked consultant to enter on negotiations, the Borrower itself
or through the Executing Agency shall, in advance, inform the Fund of this
fact, stating its reasons for the Fund's reference.
(d) If
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(d) If the Borrower wishes, as provided for in Section 3.01 (2) of the
Consultant Guidelines, to employ a specific consultant, the Borrower
itself or through the Executing Agency shall inform the Fund in writing of
its reasons, for its review and concurrence, together with the Letter of
Invitation and Terms of Reference. After obtaining the concurrence of the
Fund, the Borrower itself or through the Executing Agency may send the
Letter of Invitation and Terms of Reference to the Consultant concerned.
If the Borrower itself or through the Executing Agency finds the proposal
of the consultant to be satisfactory, it may then negotiate the conditions
(including the financial terms) of the contract.
(e) Promptly before executing a contract, the Borrower itself or through the
Executing Agency shall submit to the Fund, for its review and concurrence,
a certified copy of the Draft of the Contract, together with a Request for
Review of the Draft of the Contract (as per Form No. 3 attached hereto).
When the Fund determines the Draft of the Contract to be consistent with
the Loan Agreement, the Fund shall inform the Borrower or the Executing
Agency on behalf of the Borrower accordingly by means of a Notice
regarding the Draft of the Contract which will be effective upon the
receipt of a Report on the Execution of the Contract. Promptly after
executing a contract, the Borrower itself or through the Executing Agency
shall send to the Fund a Report on the Execution of the Contract with a
duly certified copy of the contract (as per Form No. 4 attached hereto).
(f) Any modification or cancellation of a contract reviewed by the Fund shall
require the prior written concurrence of the Fund thereto, provided,
however, that any change which does not constitute an important
modification of the contract and which does not affect the contract price
shall not require such concurrence of the Fund.
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Form No. 1
Date:
Ref. No.
THE OVERSEAS ECONOMIC COOPERATION FUND
South America Regional Office
Attention: Chief Representative
Gentlemen:
REQUEST FOR REVIEW OF PROCUREMENT METHOD(S)
Reference: Loan Agreement No. BZ-P13, dated January 8, 1998, for Parana State
Environmental Improvement Project.
In accordance with the relevant provisions of the Loan Agreement under
reference, we hereby submit for your review the Procurement Method(s) as per
attached sheet.
We should be grateful if you would notify us of your concurrence.
Very truly yours,
For:
------------------------------------
(Name of the Borrower or the Executing Agency)
By:
------------------------------------
(Authorized Signature)
Attached Sheet No. _______
1. Name of the Project
2. Method(s) of Procurement
( ) Limited International Bidding
( ) International Shopping
( ) Direct Contracting
( ) Others ( )
3. Reasons for Selection of Method(s) of Procurement in detail
(For example: technical considerations, economic factors, experiences and
capabilities)
4. Name and Nationality of the Supplier
(in the cases of Limited International Bidding and Direct Contracting)
5. Estimated Contract Amount
Foreign Currency
Local Currency
6. Main Items Covered by the Contract
7. Type of Contract
( ) Turnkey Contract
( ) Procurement of Goods/Equipment/Materials
( ) Civil Works Contract
( ) Procurement of Services
( ) Others
8. Schedule
i) Date of Execution of Contract
ii) Shipping Date and/or Date for Commencement of Works/Services
iii) Completion Date (for delivery or construction)
Form No. 2
Date:
Ref. No.
THE OVERSEAS ECONOMIC COOPERATION FUND
South America Regional Office
Attention: Chief Representative
Gentlemen:
REQUEST FOR REVIEW OF THE DRAFT OF THE CONTRACT
In accordance with the relevant provisions of the Loan Agreement No.
BZ-P13, dated January 8, 1998, we hereby submit for your review a certified copy
of the Draft of the Contract attached hereto. The details of the Draft of the
Contract are as follows:
1. Name and Nationality of the Supplier: _____________________
2. Name of the Purchaser: _____________________
3. Contract Price: _____________________
4. Amount of Financing Applied for: _____________________
(representing ____ % of eligible expenditure)
5. Description and origin of the goods: _____________________
We should be grateful if you would notify us of your concurrence to the
Draft of the Contract by sending us a Notice regarding the Draft of the
Contract.
Very truly yours,
For:
------------------------------------
(Name of the Borrower or the Executing Agency)
By:
------------------------------------
(Authorized Signature)
Form No. 3
Date:
Ref. No.
THE OVERSEAS ECONOMIC COOPERATION FUND
South America Regional Office
Attention: Chief Representative
Gentlemen:
REQUEST FOR REVIEW OF THE DRAFT OF THE CONTRACT
In accordance with the relevant provisions of the Loan Agreement No.
BZ-P13, dated January 8, 1998, we hereby submit for your review a certified copy
of the Draft of the Contract attached hereto. The details of the Draft of the
Contract are as follows:
1. Name and Nationality of the Consultant: _________________
2. Name of the Purchaser: _________________
3. Contract Price: _________________
4. Amount of Financing Applied for: _________________
(representing ____% of eligible expenditure)
We should be grateful if you would notify us of your concurrence to the
Draft of the Contract by sending us a Notice regarding the Draft of the
Contract.
Very truly yours,
For:
------------------------------------
(Name of the Borrower or the Executing Agency)
By:
------------------------------------
(Authorized Signature)
Form No.4
Date:
Ref. No.
THE OVERSEAS ECONOMIC COOPERATION FUND
South America Regional Office
Attention: Chief Representative
Gentlemen:
REPORT ON THE EXECUTION OF THE CONTRACT
In accordance with your concurrence to the Draft of the Contract, dated we
hereby submit a certified copy of the Contract attached hereto. The Contract was
not made any changes and/or modifications from the Draft of the Contract, and
was executed on _______, ______. The details of the Contract are as follows:
1. Number and Date of Contract:____________
2. Name and Nationality of the Consultant:_____________
3. Name of the Purchaser:___________________
4. Contract Price:_______________
5. Amount of Financing Applied for:___________ (representing ___% of
eligible expenditure)
Very truly yours,
For: __________________________________
(Name of the Borrower or the Executing Agency)
By: ___________________________________
(Authorized Signature)
Schedule 5
Commitment Procedure
COMMITMENT PROCEDURE dated July, 1988, shall mutatis mutandis be applied
for disbursement of the proceeds of the Loan for the purchase of goods and
services from the Suppliers of the Eligible Source Countries other than the
Federative Republic of Brazil with respect to the portion of Contract stated in
the currency other than that of the Federative Republic of Brazil with the
following supplemental stipulations:
1. With regard to Section 1.(2) of COMMITMENT PROCEDURE, the Japanese Bank shall
be The Bank of Tokyo-Mitsubishi, Ltd., Tokyo, Japan.
2. With regard to Section l.(2) of COMMITMENT PROCEDURE, the Issuing Bank shall
be The Bank of Tokyo-Mitsubishi, Ltd., Tokyo, Japan.
3. (1) The Borrower shall pay to the Fund in Japanese Yen an amount equal to
one-tenth percent (0.1%) of the amount of the Letter of Commitment as the
Service charge thereof on the issuing date of the relative Letter of
Commitment. The Fund shall issue to the Japanese Bank the Letter of
Commitment upon receipt of the service charge from the Borrower.
(2) The amount equal to such service charge shall be financed out of the
proceeds of the Loan, and the Fund shall immediately pay such amount to
itself as the service charge on the issuing date of the Letter of
Commitment. Such disbursement out of the proceeds of the Loan shall
constitute a valid and binding obligation upon the Borrower under the
terms and conditions of the Loan Agreement.
Schedule 6
Reimbursement Procedure
REIMBURSEMENT PROCEDURE dated September, 1988, shall mutatis mutandis be
applied for disbursement of proceeds of the Loan for the payment made to the
Suppliers of the Federative Republic of Brazil, and to the Suppliers of the
Eligible Source Countries other than Federative Republic of Brazil with respect
to the portion of contract stated in the currency of the Federative Republic
Brazil, with the following supplemental stipulations:
1. The authorized foreign exchange bank in Tokyo wherever mentioned in this
Schedule, including REIMBURSEMENT PROCEDURE, shall be The Bank of
Tokyo-Mitsubishi, Ltd., Tokyo, Japan.
2. The authorized foreign exchange bank in the territories of the Borrower
mentioned in REIMBURSEMENT PROCEDURE shall be Banco do Estado do Parana S.A.
3. The supporting documents evidencing each payment and its usage, as mentioned
in 1.(b) of REIMBURSEMENT PROCEDURE, shall be as follows:
a) For payments to suppliers against delivery/shipment of goods and/or
services-
i) ▇▇▇▇ of lading or similar document evidencing shipment/delivery of
the goods and/or services listed on the invoice;
ii) ▇▇▇▇ of exchange or similar document evidencing the date and amount
of payment made to the supplier; a simple receipt from the supplier
showing the date and amount of payment would also suffice.
b) For payments to suppliers made prior to delivery/shipment of goods and/or
services-
▇▇▇▇ of exchange or similar document evidencing the date and amount
of payment made to the supplier; a simple receipt from the supplier
showing the date and amount of payment would also suffice.
c) For payments
-1-
c) For payments for consultants' services-
i) the claim put in by the consultants indicating, in sufficient
details, the services rendered, period covered, and amount payable
to them;
ii) cancelled bank check, demand draft or similar document evidencing
the date and amount of payment made to the consultants: a simple
receipts from the consultants showing the date and amount of payment
would also suffice.
d) For payments for other services rendered-
i) the ▇▇▇▇, claim or invoice specifying the nature of services
rendered and amounts charged therefore;
ii) cancelled bank check, demand draft or similar document evidencing
the date and amount of payment made; a simple receipt showing the
date and amount of payment would also suffice. If such services
related to importation of goods (e.g. freight, insurance payments)
adequate references shall be given to enable the Fund to relate each
of these items to the specific goods the cost of which has been or
is to be financed by the Fund.
e) For payments under civil works contracts-
i) the claim, ▇▇▇▇ or invoice of the contractor showing, in sufficient
detail, the work performed by the contractor and amount claimed
therefore;
ii) a certificate to the effect that the work performed by the
contractor is satisfactory and in accordance with the terms of the
relevant contract; such certificate shall be signed by the chief
engineering officer of the Borrower assigned to the Project;
iii) canceled bank check or similar document evidencing the date and
amount of payment made to the contractor; a simple receipt from the
contractor showing the date and amount of payment would also
suffice.
(1) The Borrower
-2-
4. (1) The Borrower shall pay to the Fund in Japanese Yen an amount equal
to one-tenth percent (0.1%) of the amount of the disbursement for
the Borrower as the service charge thereof on the date of such
disbursement. The Fund's disbursement under this procedure shall be
made upon receipt of the service charge from the Borrower.
(2) The amount equal to such service charge shall be financed out of the
proceeds of the Loan, and the Fund shall immediately pay such amount
to itself as the service charge on the date of the disbursement for
the Borrower. Such disbursement out of the proceeds of the Loan
shall constitute a valid and binding obligation upon the Borrower
under the terms and conditions of the Loan Agreement.
5. The currency and the conversion rate(s) used in the Request for
Reimbursement, as mentioned in 3. of REIMBURSEMENT PROCEDURE, shall be as
follows:
(1) The amount in the Request for Reimbursement shall be expressed in Japanese
Yen or U.S. Dollars.
(2) When the amount in the Request for Reimbursement is expressed in Japanese
Yen or U.S. Dollars, such amount shall be converted at the T/T buying rate
quoted by Banco do Estado do Parana BA on the day immediately preceding
the day on which the Request for Reimbursement is made.
6. Form OECF-SSP attached hereto shall be substituted for Form OECF-SSP attached
to the REIMBURSEMENT PROCEDURE.
-3-
(Form OECF-SSP)
Summary Sheet of Payment
Date:
Serial No.
-------------------------------------------------------------------------------------
1 2 3 4 5 6 7 8 9
Trans- Purchaser Supplier * ** *** Origin Contract Date of
action National- Descrip- Category Amount Payment
ity of tion
Supplier
-------------------------------------------------------------------------------------
1.
2.
3.
4.
-------------------------------------------------------------------------------------
Total
-------------------------------------------------------------------------------------
-----------------------------------------------------------
1 10 11 12 13 14
Trans- **** ***** ****** **** *******
action Amount of Nature Method Amount Disburse-
Payment of Procure- Applied ment
Payment ment for Ratio
Financ-
ing
-----------------------------------------------------------
1.
2.
3.
4.
-----------------------------------------------------------
Total
-----------------------------------------------------------
The undersigned certifies that the Supplier(s) and goods and/or services
stated above are eligible under the Loan Agreement.
* Note for 4. Nationality of Supplier: Country in which the Supplier
is incorporated and registered.
** Note for 5. Description of goods and/or services: In the case of the
Commodity Loan, use SITC Code (Rev.2) No.
*** Note for 6. Category: Indicate the Category in Section 1., Schedule
2 of the Loan Agreement.
**** Note for 10.&13. Amount of Payment: If not in Japanese Yen, state both
the amount in the currency in which the payment was made
to the Supplier, and its converted amount(s) calculated
in accordance with 3. of REIMBURSEMENT PROCEDURE, as
well as the conversion rate(s).
***** Note for 11. Nature of Payment: A down payment, an installment
payment or a final payment, etc.
****** Note for 12. Method of Procurement: State reasons for choice where
other than international competitive bidding.
*******Note for 14. Disbursement Ratio: Ratio of Amount Applied for
Financing (column 13.) against Amount of Payment
(column 10.) in the Currency in which the payment was
made to the Supplier.
For The Borrower
By:___________________________
(Authorized Signature)
Schedule 7
Transfer Procedure
TRANSFER PROCEDURE set forth herein may be applied for disbursement of the
proceeds of the loan for the purchase of goods and services from suppliers of
the Federative Republic of Brazil, and Suppliers of Eligible Source Countries
other than the Federative Republic of Brazil, with respect to the portion of a
contract stated in the currency of the Federative Republic of Brazil.
1. When the Borrower receives Claims for Payment from the Suppliers (as per Form
CFP attached hereto), the Borrower shall submit to the Fund a Request for
Disbursement (as per Form DRP attached hereto) signed by the Borrower or the
Executing Agency with a Summary Sheet (as per Form TRF-a attached hereto)
accompanied by documents including the Claims for Payment evidencing the amount
to be paid to the Suppliers, a copy of the Transfer Instruction sent to the
Paying Bank (as per Form OECF-TI) and the following documents evidencing each
payment and its usage:
(i) For payments to suppliers against delivery/shipment of goods and/or
services
- ▇▇▇▇ of lading or similar document evidencing shipment/delivery of
the goods and/or services listed on the invoice;
(ii) For payments for consultant's services the
- claim put in by the consultants indicating, in sufficient detail,
the services rendered, period covered, and amount payable to them;
(iii) For payments under civil works contacts
- the claim, ▇▇▇▇ or invoice of the contractor showing, in
sufficient detail, the work performed by the contractor and amount
claimed therefore.
- a certificate to the effect that the work performed by the
contractor is satisfactory and in accordance with the terms of the
relevant contract; such certificate shall be signed by the chief
engineering or project officer of the Executing Agency assigned to
the Project.
2. Where
-1-
2. Where the contract price is fixed and payable in the currency of the
Federative Republic of Brazil, the amount of the Request for Disbursement shall
be stated in Japanese yen or U.S. dollars. The exchange rate for Japanese yen or
US dollars against the currency of the Federative Republic of Brazil shall be
the T/T buying rate quoted by Banco Central do Brasil on the day immediately
preceding the day when the Request for Disbursement is made.
3. When the Fund, after examination, finds the Request for Disbursement in order
and in conformity with the provisions of the Loan Agreement and the terms of the
Contract concerned, the Fund shall make disbursement in Japanese yen within
fifteen (15) business days from the date of receipt of the Request by crediting
to the non-resident Yen account to be opened by the Borrower with The Bank of
Tokyo-Mitsubishi Ltd., Tokyo (hereinafter referred to as "BOTM")
4. In case where the amount raised in the Request for Disbursement is in United
States dollars, the amount of disbursement in Japanese Yen shall be calculated
as the T/T selling rates quoted by the Paying Bank two business days before the
day when the disbursement is made.
5. The Borrower shall pay to the Fund in Japanese Yen an amount equal to
one-tenth percent (0.1%) of the amount of the disbursement for the Borrower as
the service charge thereof on the date of such disbursement. The Fund's
disbursement under this procedure shall be made upon receipt of the service
charge from the Borrower.
6. The amount equal to such service charge shall be financed out of the proceeds
of the Loan, and the Fund shall immediately pay such amount to itself as the
service charge on the date of disbursement for the Borrower. Such disbursement
out of the proceeds of the Loan shall constitute a valid and binding obligation
upon the Borrower under the terms and conditions of the Loan Agreement.
7. After receiving cable advice from BOTM, the Borrower shall immediately
withdraw the disbursed amount and remit the claimed amount from the Supplier in
the currency of the Federative Republic of Brazil into the account of the
Supplier.
8. The Borrower shall submit to the Fund a copy of the Credit Order crediting
the Supplier's account with the claimed amount within 30 days.
-2-
Form CFP
Claims for Payment
Date:
Loan No.: BZ-P13
To: ____________________________
We hereby submit Claims for Payment to you for the progress of the work in
the following content.
1. Contract No. and date:____________
2. Description of goods and services accomplished:____________
3. Covered Period: ___________
4. Claimed amount: _____________
5. Accumulated amount already paid:________________
6. Total amount (4. + 5.): ______________
Please pay the amount claimed in 4. above into our account
__________________________________ with ______________________________________
(beneficiary's name & account number) (name and address of a commercial bank)
************
(Name of the Supplier)
By:______________________
(Signature)
Form : DRP
Request for Disbursement
Date:
Loan No. :BZ-P13
App. Serial No.:
THE OVERSEAS ECONOMIC
COOPERATION FUND
Tokyo, Japan
Attention: Managing Director, Operations Department IV
Gentlemen:
1. Pursuant to the Loan Agreement No. BZ-P13, dated January 8, 1998, between THE
OVERSEAS ECONOMIC COOPERATION FUND (hereinafter referred to as "the Fund") and
THE STATE OF PARANA, the undersigned hereby requests for disbursement under the
said Loan Agreement, of the sum of Japanese Yen ______(say ___________) for the
percent (___%) of payment of expenditures as described in the Summary Sheet(s)
attached hereto.
2. The undersigned has not previously requested for disbursement of any amount
from the Loan for the purpose of meeting the expenditures described in the
Summary Sheet(s). The undersigned has not obtained nor will obtain funds for
such purpose out of the proceeds of any other loan, credit or grant available to
the undersigned except short-term loans or credits, if any, established in
anticipation of the disbursement requested for herein and to be repaid pro-tanto
with the funds disbursed hereunder and any charges, commission or interest paid
or payable under such anticipatory short-term credit are not included in the
amount herein requested to be disbursed.
3. The undersigned certifies that
a) the expenditures described in the Summary Sheet(s) are made for the
purposes specified in the Loan Agreement;
b) the goods and services purchased with these expenditures have been
procured in accordance with the applicable procurement procedures
agreed with the Fund pursuant to the said Loan Agreement and the
cost and terms of purchase thereof are reasonable;
c) the said goods and services were or will be supplied by the
supplier(s) specified in the attached Summary Sheet(s) and were or
will be produced in (or, in the case of services, supplied from) the
eligible source country(ies) for the Fund's loan.
4. Please disburse the amount requested for herein by paying into the
non-resident Yen account of _______________ with The Bank of Tokyo-Mitsubishi,
Ltd., Tokyo.
5. This request consists of __ page(s) and ___ signed and summary sheet(s), with
the supporting documents.
For the (Name of the Borrower or the Executing Agency)
------------------------------------
(Authorized Signature)
(Form OECF-TRF-a)
Date:
Summary Sheet of Payment Serial No.
-----------------------------------------------------------------------------------------------
1. 2. 3. 4. 5. 6. 7. 8. 9.
* ** ***
Trans- supplier Nationality Description of Category Origin Contract Claimed Amount
action of Supplier goods Amount Amount of
and/or services Payment
-----------------------------------------------------------------------------------------------
1.
2.
3.
-
-
-
-------------------------------------------------------------------------------------
TOTAL
-------------------------------------------------------------------------------------
--------------------------------------------------------
1. 10. 11. 12. 13.
**** ***** *** ******
Trans- Nature Method Amount Disburse-
action of of applied ment
Payment Payment for Financing Ratio
--------------------------------------------------------
1.
2.
3.
-
-
-
--------------------------------------------------------
TOTAL
--------------------------------------------------------
The undersigned certifies that the Supplier(s) and goods and/or services
stated above are eligible under the Loan Agreement.
* Note for 3. Nationality of Supplier: Country in which the Supplier
is incorporated and registered.
** Note for 5. Category: Category described in Section 1 of Schedule 2.
*** Note for 9. Amount of Payment: If not in Japanese Yen, state both
& 12. the amount in the currency in which the payment will be
made to the Supplier, and its converted amount(s)
calculated in accordance with 2. of TRANSFEER PROCEDURE,
as well as the conversion rate(s).
**** Note for 10. Nature of Payment: State reasons for choice other than
international competitive bidding.
***** Note for 13. Disbursement Ratio: Ratio of Amount Applied for
Financing against Amount of Payment in the currency in
which the Payment will be made to the Supplier.
_____________________________
(Authorized Signature)
Form: OECF-TI
Transfer Instructions
Date:
Loan Agreement No.: BZ-P13
App. Serial No.;
To: The Bank of Tokyo-Mitsubishi, Ltd. Tokyo
Pursuant to the Banking Arrangement between The Bank of Tokyo-Mitsubishi,
Ltd., Tokyo, and __________ dated _______, we hereby request you to transfer the
amount disbursed by the Fund against our Request for Disbursement No. _________
dated to the account of the relevant Supplier mentioned in the Claims for
Payment No. dated ____ attached to the Request for Disbursement mentioned above.
--------------------------------------------
(Name and Address of the Borrower)
--------------------------------------------
(Signature)
encl. Request for Disbursement
Claims for Payment
================================================================================
[DECF Logo]
THE OVERSEAS ECONOMIC
COOPERATION FUND
General Terms and Conditions
Nov. 1987
================================================================================
Overseas Representative Offices
BANGKOK OFFICE ISLAMABAD OFFICE
17th Floor, Thai Farmers Bank Building, 400, World Bank Building, 20-A, Bank Road,
Phaholyothin Avenue, Bangkok, 10400, ▇/▇-▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
THAILAND Telephone: Islamabad 819781~6(W.B.)
Telephone: Bangkok ▇▇▇-▇▇▇▇-▇, (ext. 409)
271-2035, 2828, 4682 Telex: Call Number ▇▇▇▇▇▇▇
Telex: Call Number ▇▇▇▇▇▇▇ Answer Back Code OECFPK
Answer Back Code OECFBKKTH Facsimile: ▇▇▇-▇▇-▇▇▇▇▇▇
Facsimile: ▇▇▇-▇-▇▇▇-▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇, Sogong-Dong, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇-▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of KOREA ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇
▇.▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ Telephone: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 422260, 422264
Telephone: Seoul ▇▇▇-▇▇▇▇, 752-5964 Facsimile: ▇▇▇-▇-▇▇▇▇▇▇
Facsimile: ▇▇▇-▇-▇▇▇-▇▇▇▇
JAKARTA OFFICE PARIS OFFICE
New Summitmas 8th Floor, J1.Jenderal ▇, ▇▇▇ ▇▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇. ▇▇-▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, Telephone: Paris ▇▇▇▇-▇▇▇▇
INDONESIA Telex: Call Number ▇▇▇▇▇▇▇▇
Telephone: Jakarta ▇▇▇▇▇▇▇, 5200948, 5220693, 5251350 Answer Back Code OECF 214622F
Facsimile: ▇▇▇-▇▇-▇▇▇▇▇▇▇ Facsimile: ▇▇▇-▇-▇▇▇▇-▇▇▇▇
MANILA OFFICE LONDON ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇-▇▇, ▇▇▇▇▇▇▇▇▇ Street, London, WIX 1DE, U.K.
Makati Ave. cor. ▇▇▇ ▇. ▇▇▇▇▇ Ave. Telephone: London (▇▇▇)▇▇▇-▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, Facsimile: ▇▇▇-▇▇-▇▇▇-▇▇▇▇
PHILIPPINES
Telephone: Manila ▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇-▇▇▇-▇▇▇▇
NEW DELHI OFFICE NAIROBI OFFICE
D.L.F. Centre, 2nd Floor, Sansad Marg, New Delhi, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ Ngina Street,
110001 ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇ Telephone: Nairobi ▇▇▇-▇-▇▇▇▇▇▇, 221637
Telephone: New Delhi ▇▇▇▇▇▇▇, 3714363, 3717090 Telex: Call Number ▇▇▇▇▇▇▇▇
Telex: Call Number ▇▇▇▇▇▇▇▇▇ Answer Back Code OECFKE
Answer Back Code OECFIN Facsimile: ▇▇▇▇-▇-▇▇▇▇▇▇
Facsimile: ▇▇▇-▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇-▇▇, ▇▇▇▇▇ World Trade Center, ▇▇▇▇ ▇▇▇▇▇▇ Hotel Commercial Center,
No. 1 ▇▇▇▇ ▇▇▇, Men Wai Avenue, Beijing, ▇▇. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇
The People's Republic of CHINA Telephone: Cairo ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Telephone: Beijing ▇▇▇-▇▇▇▇, 1197, 4538 ▇▇▇▇ ▇▇▇▇▇▇ Cairo
Telex: Call Number ▇▇▇▇▇▇▇ 765666(ext. 3031)
Answer Back Code OECFBCN Telex: Call Number ▇▇▇▇▇▇▇
Facsimile: ▇▇▇-▇-▇▇▇-▇▇▇▇ Answer Back Code OECFUN
Facsimile: ▇▇▇-▇-▇▇▇▇▇▇▇
KUALA LUMPUR ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇ 2100 Pennsylvania Avenue, ▇.▇.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇.▇.▇.
MALAYSIA Telephone: Washington (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 2322201, Facsimile: ▇▇-▇▇▇-▇▇▇-▇▇▇▇
2322202
Facsimile: ▇▇▇-▇-▇▇▇▇▇▇▇
DHAKA OFFICE SOUTH AMERICA REGIONAL OFFICE
Sonargaon Hotel Room No.351-354 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇,
▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Avenue, Dhaka Rua ▇▇▇▇▇ ▇▇▇▇▇▇, 116/3005
BANGLADESH Botafogo; ▇▇▇ ▇▇ ▇▇▇▇▇▇▇-▇▇-▇▇▇ ▇▇▇▇▇-▇▇▇, ▇▇▇▇▇▇
Telephone: Dhaka 811463, 811005, Telephone: Rio de Janeiro 295-5942, 8596
8/2001 (Hotel)(Ex. 4351-4) Telex: Call Number ▇▇▇▇▇▇▇
814081, 816700(Direct) Answer Back Code OECFBR
Facsimile: ▇▇▇-▇▇-▇▇▇-▇▇▇▇
HANOI ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇ LY THAI TO STREET, HANOI,
VIET NAM
Telephone: ▇▇▇-▇▇▇▇▇▇-▇
Facsimile: 844-248937
GENERAL TERMS AND CONDITIONS
Table of Contents
Article Number Heading Page
Article I Introduction; Inconsistency................................... 1
Section 1.01. Introduction........................................ 1
Section 1.02. Inconsistency with Loan Agreement................... 1
Article II Definitions; References to Articles and
Sections; Headings ........................................... 1
Section 2.01. Definitions......................................... 1
Section 2.02. References to Articles and Sections................. 2
Section 2.03. Headings 2
Article III Loan; Repayment; Interest; Overdue Charge;
Method of Payment; Currency .................................. 2
Section 3.01. Amount of Loan...................................... 2
Section 3.02. Repayment........................................... 2
Section 3.03. Interest............................................ 2
Section 3.04. Financing of Part of Banking Charges and/or Fees.... 3
Section 3.05. Overdue Charge...................................... 3
Section 3.06. Computation of Interest and Overdue Charge.......... 3
Section 3.07. Method of Payment................................... 3
Section 3.08. Currency in which Principal, Interest and
other Charges are Payable........................... 3
Section 3.09. Notice Given by the Fund............................ 3
Article IV Fund's Review and Misprocurement ............................. 3
Section 4.01. General............................................. 3
Section 4.02. Fund's Review....................................... 3
Section 4.03. Misprocurement...................................... 4
Article V Disbursement ................................................. 4
Section 5.01. Disbursement Procedure.............................. 4
Section 5.02. Constitution of Obligation.......................... 4
Section 5.03. Adequacy of Documents............................... 4
Section 5.04. Additional Documents................................ 4
Section 5.05. Notice of Disbursement.............................. 4
Section 5.06. Notice of Completion of Disbursement................ 4
Article Number Heading Page
Article VI Remedies; Failure to Exercise Rights;
Non-Exemption; Prohibition of Assignment;
Non-Discrimination; Administration ........................... 5
Section 6.01. Remedies of the Fund.................................... 5
Section 6.02. Failure to Exercise Rights.............................. 5
Section 6.03. Non-Exemption of the Borrower from Obligations.......... 5
Section 6.04. Prohibition of Assignment............................... 5
Section 6.05. Non-Discrimination...................................... 5
Section 6.06. Administration of Loan.................................. 6
Article VII Guarantee for Loan ........................................... 7
Section 7.01. Guarantee for Loan...................................... 7
Section 7.02. Additional Guarantee.................................... 7
Article VIII Arbitration .................................................. 7
Section 8.01. Arbitral Tribunal....................................... 7
Section 8.02. Panics to Arbitration................................... 7
Section 8.03. Arbitrators............................................. 7
Section 8.04. Arbitration Proceedings................................. 8
Section 8.05. Arbitral Award.......................................... 8
Section 8.06. Costs of Arbitral Tribunal.............................. 9
Section 8.07. Dissolution of Arbitral Tribunal........................ 9
Section 8.08. Enforcement of Award.................................... 9
Article IX Applicable Laws; Taxes and Expenses;
Notices and Requests; Execution .............................. 9
Section 9.01. Applicable Laws ........................................ 9
Section 9.02. Taxes and Expenses ..................................... 10
Section 9.03. Notices and Requests ................................... 10
Section 9.04. Execution .............................................. 10
Section 9.05. Fractions .............................................. 10
Article X Effectiveness and Termination of
Loan Agreement ............................................... 10
Section 10.01 Evidence of Authority and Specimen Signatures ......... 10
Section 10.02 Legal Opinion ......................................... 11
Section 10.03 Effective Date ........................................ 11
Section 10.04 Termination of Loan Agreement ......................... 11
GENERAL TERMS AND CONDITIONS
Article I
Introduction; Inconsistency
Section 1.01. Introduction
The purpose of these General Terms and Conditions (hereinafter
referred to as "the General Terms and Conditions") is to set forth the
terms and conditions generally applicable to loans made by the Fund.
Section 1.02. Inconsistency with Loan Agreement
If any provision of the General Terms and Conditions is inconsistent
with any provision of the Loan Agreement, of which the General Terms and
Conditions constitute an integral part, or with any provision of the
Guarantee, if any, such provision of the Loan Agreement or the Guarantee
shall govern.
Article II
Definition; Reference to Articles and Sections; Headings
Section 2.01. Definitions
The following terms have the following meanings wherever used in the
General Terms and Conditions.
(a) "Fund" means THE OVERSEAS ECONOMIC COOPERATION FUND.
(b) "Loan Agreement" means the particular loan agreement, as that
agreement may from time to time be amended, to which the
General Terms and Conditions apply. Loan Agreement includes
the General Terms and Conditions as applicable thereto and all
schedules and agreements supplemental to the Loan Agreement.
(c) "Loan" means the loan provided for in the Loan Agreement.
(d) "Borrower" means the party to the Loan Agreement to which the
Loan is made.
(e) "Guarantee" means a written promise to the Fund, made by an
entity in the country of the Borrower other than the Borrower
constituting a guarantee for the Loan.
(f) "Guarantor" means the entity referred to in item (e) above.
(g) "Project" means the project or program for which the Loan is
granted, as described in the Loan Agreement and as the
description thereof may from time to time be amended by
agreement
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between the Fund and the Borrower.
(h) "Letter of Commitment" means an undertaking given by the Fund
to make disbursement to the issuing bank of a letter of credit
for the procurement of goods and services under the Loan.
Section 2.02. References to Articles and Sections
References in the General Terms and Conditions to Articles or
Sections are to Articles or Sections of the General Terms and Conditions.
Section 2.03. Headings
The headings of Articles and Sections of the General Terms and
Conditions are inserted for convenient reference only and are not a part
of the General Terms and Conditions.
Article III
Loan; Repayment; Interest; Overdue Charge;
Method of Payment; Currency
Section 3.01. Amount of Loan
The Amount of the Loan, expressed in Japanese Yen, shall be
stipulated in the Loan Agreement. The proceeds of the Loan shall be
disbursed by the Fund within the limit of that amount in accordance with
the disbursement procedure provided for in Article V.
Section 3.02. Repayment
(1) The principal of the Loan shall be repayable in accordance with
the amortization schedule attached to the Loan Agreement.
(2) When all disbursements to be made under the Loan Agreement have
been completed and the cumulative total of such disbursements is less than
the full amount of the Loan stipulated therein, the difference between
such amount of the Loan and the cumulative total of all disbursements
shall be deducted proportionately from all subsequent instalments of
repayment of principal, as indicated in the amortization schedule attached
to the Loan Agreement, provided, however, that all fractions of ONE
THOUSAND Japanese Yen (Y1,000.) of such instalments of principal shall be
added to the immediately subsequent instalment of principal.
(3) The Borrower may, upon giving not less than thirty (30) days'
notice in writing to the Fund, prepay in whole or in part the principal of
the Loan then outstanding together with the interest accrued thereon. Any
such prepayment shall be applied to the instalments in inverse order of
maturity.
Section 3.03. Interest
Interest at the rate specified in the Loan Agreement shall be
payable semi-annually on the principal disbursed and outstanding. Interest
shall accrue from the respective dates on which the proceeds of the Loan
are disbursed.
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Section 3.04. Financing of Part of Banking Charges and/or Fees
For the purpose of financing part of banking charges and/or fees for
disbursement of the proceeds of the Loan as referred to in Section 9.02
(2), the Fund agrees to lend the Borrower up to a cumulative amount of one
tenth of one percent (0.1%) of the amount of each Letter of Commitment
and/or disbursement effected in accordance with a procedure other than
Letter of Commitment.
Section 3.05. Overdue Charge
Should repayment of principal or payment of interest or any other
charges required under the Loan Agreement be delayed, the interest
specified in Section 3.03. shall cease to accrue on such overdue amount of
principal on and after the due date and an overdue charge calculated at a
rate of three percent (3%) per annum over and above the interest rate
specified in the Loan Agreement shall be payable on the overdue amount of
principal, interest or other charges for a period from the due date to the
day immediately preceding the day of actual payment thereof, both
inclusive.
Section 3.06. Computation of Interest and Overdue Charge
Interest and overdue charge shall be computed on the basis of a
365-day year.
Section 3.07. Method of Payment
The Borrower shall have all payments of principal and of interest
and other charges on the Loan credited to the Fund's account with The Bank
of Tokyo, Ltd., Uchisaiwai-cho Office, Tokyo, Japan.
Section 3.08. Currency in which Principal, Interest and Other
Charges are Payable
Repayment of principal and payment of interest and other charges
shall be made in Japanese Yen.
Section 3.09. Notice Given by the Fund
The Fund may, when it deems it necessary, send the Borrower a Notice
concerning Interest and Principal (Form No. I attached hereto).
Article IV
Fund's Review and Misprocurement
Section 4.01. General
Goods and services (the term "services" as used in this General
Terms and Conditions includes consulting services), to be financed out of
the proceeds of the Loan shall be procured in accordance with the
guidelines for procurement and the guidelines for the employment of
consultants.
Section 4.02. Fund's Review
The Fund may review the Borrower's procurement procedures, documents
and decisions. The Loan Agreement will specify the extent to which review
procedures will apply in respect of goods and services to be financed
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out of the proceeds of the Loan.
Section 4.03. Misprocurement
The Fund does not finance expenditures for goods and services which
have not been procured in accordance with the agreed procedures and the
Fund will cancel that portion of the Loan allocated to goods and services
that have been misprocured. The Fund may, in addition, exercise other
remedies under the Loan Agreement.
Article V
Disbursement
Section 5.01. Disbursement Procedure
The proceeds of the Loan shall be disbursed by the Fund as the
progress of the Project renders it necessary and in accordance with the
disbursement procedure.
Section 5.02. Constitution of Obligation
A disbursement effected in accordance with the disbursement
procedure shall constitute a valid and binding obligation upon the
Borrower under the terms of the Loan Agreement with relation to such
disbursement as from the date of disbursement.
Section 5.03. Adequacy of Documents
All documents or evidence required under the disbursement procedure
must be adequate in form and substance to satisfy the Fund that the
proceeds of the Loan to be disbursed are to be used solely for the purpose
specified in the Loan Agreement.
Section 5.04. Additional Documents
The Borrower shall provide the Fund with any additional documents or
evidence in support of the documents or evidence mentioned in the
preceding Section which the Fund may reasonably request.
Section 5.05. Notice of Disbursement
After effecting a disbursement, the Fund shall send the Borrower a
Notice of Disbursement (Form No. 2 attached hereto).
Section 5.06. Notice of Completion of Disbursement
(1) After effecting the final disbursement under the Loan Agreement,
the Fund shall send the Borrower a Notice of Completion of Disbursement
(Form No. 3 attached hereto) in duplicate.
When the cumulative total of disbursements is less than the amount
of the Loan and no further disbursement is required for the Project, the
Borrower shall notify the Fund of the fact in order that the Fund may know
that the final disbursement has been made.
(2) The Borrower shall immediately return to the Fund one copy of
the Notice of Completion of Disbursement signed by a duly authorized
person.
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Article VI
Remedies; Failure to Exercise Rights; Non-Exemption;
Prohibition of Assignment; Non-Discrimination; Administration
Section 6.01. Remedies of the Fund
When any of the following shall occur and be continuing, the Fund
may by notice to the Borrower and the Guarantor, if any, suspend in whole
or in part the rights of the Borrower, and/or demand that the Borrower
and/or the Guarantor, if any, fully remedy whichever of the following has
occurred. If the following shall have continued for a period of thirty
(30) days from the date of such notice, the Fund may terminate
disbursement and/or may declare all the principal then outstanding, with
the interest and any other charges thereon, to be due and payable
immediately, and upon such declaration such principal, interest and other
charges shall become immediately due and payable:
(a) Default in repayment of principal and/or payment of interest or
any other charges required under the Loan Agreement and/or any
other loan agreement between the Fund and the Borrower;
(b) Default in the performance of any other terms and conditions,
covenant or agreement on the part of the Borrower or the Guarantor,
if any, under the Loan Agreement or the Guarantee, if any;
(c) Exceptional circumstances beyond the control of the parties
(including war, civil war, earthquake, flood, etc.) which make it
improbable, in the opinion of the Fund, that the Borrower or the
Guarantor, if any, will be able to perform its obligations under the
Loan Agreement or the Guarantee, if any.
Section 6.02. Failure to Exercise Rights
No failure on the part of the Fund to exercise, or delay in
exercising, any of its rights under the Loan Agreement or the Guarantee,
if any, shall be construed to be a waiver thereof, nor shall any single or
partial exercise by the Fund of any of its rights under the Loan Agreement
or the Guarantee, if any, impair the Fund's further exercise of such
right(s) or of any other right.
Section 6.03. Non-Exemption of the Borrower from Obligations
All claims or disputes in connection with the contract shall be
settled among the parties thereto, and no such claims or disputes shall
exempt the Borrower from any obligation incurred under the Loan Agreement.
Section 6.04. Prohibition of Assignment
The Borrower shall not assign or transfer any rights or obligations
under the Loan Agreement.
Section 6.05. Non-Discrimination
Regarding repayment of principal and payment of interest or any
other charges required under the Loan Agreement, the Borrower and the
Guarantor, if any, shall undertake not to treat debts to the Fund less
favorably than any other debts other than short-term debts.
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Section 6.06. Administration of Loan
(1) The Borrower shall carry out the Project, or cause it to be
carried out, with all due diligence and efficiency, and in conformity with
sound engineering and financial practices.
(2) The Borrower shall cause all goods and services financed out of
the proceeds of the Loan to be used solely for the implementation of the
Project under the Loan Agreement.
(3) The Borrower shall keep, or cause to be kept, books, accounts
and records adequate to identify goods and services financed out of the
proceeds of the Loan, to show the use made thereof in the Project, to
record the progress of the Project, and to reflect, in accordance with
sound and consistent accounting practice, the operations and financial
situation of the Borrower or other beneficiaries of the Loan.
(4) The Borrower shall enable, or take such steps as may be
necessary to enable, the Fund's representatives to visit any facilities
and construction sites included in the Project and to examine goods and
services financed out of the proceeds of the Loan and any plant,
installation, site, works, building, property, equipment, books, accounts,
records and documents relevant to the performance of the obligations of
the Borrower under the Loan Agreement.
(5) The Borrower shall, in the interests of the sound administration
of the Loan, furnish the Fund with, or cause to be furnished with, to the
Fund all such information, at such times, in such form and in such detail,
as the Fund shall reasonably request. Such information may include
information with respect to the financial and economic situation in the
country of the Borrower and its international balance of payments
position.
(6) Should any circumstances arise which prevent, or threaten to
prevent, the execution and completion of the Project on schedule, the
Borrower shall promptly notify the Fund of such circumstances.
(7) The Borrower shall send, or cause to be sent, to the Fund,
promptly upon formulation, details of all plans which would result in any
important modification of the Project and these shall be the subject of
agreement between the Fund and the Borrower.
(8) Each party to the Loan shall, from time to time, as the other
party thereto shall reasonably request, afford the other party all
reasonable opportunity for exchange of views between the Fund and the
Borrower with regard to any and all matters relating to the Loan.
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Article VII
Guarantee for Loan
Section 7.01. Guarantee for Loan
When the Fund requires a guarantee for the Loan, the Borrower shall
deliver the Guarantee to the Fund, signed by a Guarantor acceptable to the
Fund, immediately after the execution of the Loan Agreement. The Guarantee
shall be made substantially in the form given in Form No. 4 attached
hereto.
Section 7.02. Additional Guarantee
When the amount of the Loan is to be increased, the Borrower shall
deliver to the Fund, an additional Guarantee signed by the Guarantor
acceptable to the Fund, immediately after the Fund and the Borrower have
agreed upon such increase.
Article VIII
Arbitration
Section 8.01. Arbitral Tribunal
All disputes arising from the Loan Agreement or the Guarantee, if
any, which cannot be settled amicably between the Fund and the Borrower
(together with the Guarantor, if any), shall be decided, finally and
exclusively, by an Arbitral Tribunal as hereinafter provided.
Section 8.02. Parties to Arbitration
The parties to such arbitration shall be the Fund on the one hand
and the Borrower and the Guarantor, if any, on the other.
Section 8.03. Arbitrators
(1) The Arbitral Tribunal shall consist of three arbitrators
appointed as follows:
One arbitrator shall be appointed by the Fund, a second by the
Borrower and the Guarantor, if any, (where the Borrower and the Guarantor
are unable to reach agreement on the choice of an arbitrator, then by the
Guarantor) and a third arbitrator (hereinafter referred to as "the
Umpire") shall be appointed by agreement of the parties or, if they are
unable to agree, by an appropriate organ for the settlement of
international disputes. If either party shall fail to appoint an
arbitrator, that arbitrator shall be appointed by the Umpire.
(2) When any arbitrator appointed pursuant to the preceding
paragraph shall resign, die or otherwise become unable to act as an
arbitrator, a successor shall be appointed without delay in the same
manner as herein prescribed for the appointment of the original arbitrator
and such successor shall have all the powers and duties of the original
arbitrator.
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(3) No person who has a personal or direct financial interest in the
matter(s) submitted for arbitration shall be appointed as an arbitrator.
The Umpire shall settle all disputes which may arise under this paragraph.
(4) The Umpire shall not be a person of the same nationality as
either of the parties to arbitration.
(5) Any and all arbitrators appointed in accordance with the
provisions hereof shall be bound by the provisions of this Article and
shall arbitrate in accordance therewith.
Section 8.04, Arbitration Proceedings
(1) Arbitration proceedings shall be conducted in the English
language and shall be instituted by the sending of a written request for
arbitration by one party to the other. Such request shall contain a
statement setting forth the nature of the dispute and the relief sought
and/or the solution desired or proposed. Within forty (40) days of the
sending of the request, each party shall notify the other of the full
name, occupation, address, career and nationality of the arbitrator
appointed by it.
(2) If, within sixty (60) days of the sending of such request, the
parties have not agreed upon the appointment of the Umpire, the Fund shall
request an appropriate organ for the settlement of international disputes
to appoint the Umpire, as provided for in Section 8.03., paragraph (1).
(3) The place of meeting of the Arbitral Tribunal shall be
determined by agreement between the parties, or, if they are unable to
agree, by the Umpire.
Within thirty (30) days of the appointment of the Umpire or after
the appointment of an arbitrator by the Umpire as provided for in Section
8.03., paragraph (1), the Umpire shall notify the parties concerned of the
place, date and time of the first sitting of the Arbitral Tribunal. The
places, dates and times of the second and subsequent sittings of the
Arbitral Tribunal shall be fixed by the Arbitral Tribunal.
(4) The Arbitral Tribunal may, at any stage of the arbitration
proceedings, request the parties to present such witnesses, documents,
etc., as are considered necessary.
The Arbitral Tribunal shall decide all questions relating to its
competence and shall determine its procedure. The parties shall, in any
case, be afforded an oral hearing in a sitting of the Tribunal.
Section 8.05. Arbitral Award
(1) The Arbitral Tribunal shall make an arbitral award (hereinafter
referred to as "the Award") within one hundred and twenty (120) days of
the date of the first sitting of the Arbitral Tribunal, provided, however,
that the Arbitral Tribunal may extend this period if it considers it
necessary.
(2) The Award and all other matters requiring decisions by the
Arbitral Tribunal shall be decided by majority vote and shall be final and
binding upon the parties, and each party shall abide by, and comply with
the Award. Any arbitrator who disagrees with the majority may append his
views on the Award to the documents issued by the Arbitral Tribunal.
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(3) A copy of the Award documents, signed by all three arbitrators,
shall be sent without delay to each party.
(4) The Award shall not be made public without the consent of the
panics.
Section 8.06. Costs of Arbitral Tribunal
(1) The costs of the Arbitral Tribunal shall consist of the
following:
(a) Remuneration of the arbitrators and any other persons whose
services may be required in the course of the arbitration proceedings;
(b) Expenditures incurred by the Arbitral Tribunal, including the
expenditures incurred in connection with the notice provided for in
Section 8.04;
(c) Any expenses paid by the parties and deemed by the Arbitral
Tribunal to be costs of the Arbitral Tribunal.
(2) The amount of the remuneration of an arbitrator other than the
Umpire shall be fixed by the party which appoints that arbitrator. The
amount of the remuneration of the Umpire shall be fixed by an agreement
between both parties, or if they fail to agree, by the Arbitral Tribunal.
(3) The Arbitral Tribunal may, before it commences its activities,
collect equal sums from both parties in such amounts as may be considered
necessary to cover its costs.
The costs of the Arbitral Tribunal provided for in paragraph (1)
above shall finally be borne by one or both parties according to the terms
of the Award.
Section 8.07. Dissolution of Arbitral Tribunal
The Arbitral Tribunal shall not be considered dissolved until the
signed copies of the Award documents provided for in Section 8.05,,
paragraph (1) shall have been dispatched to the parties and the costs of
the Arbitral Tribunal paid in full.
Section 8.08. Enforcement of Award
If within thirty (30) days of the sending of the Award documents to
the parties, the Award shall not have been complied with, a party may
require judgement upon the Award or institute proceedings for enforcement
of the Award against the party with obligations to it under the Award in
any court of competent jurisdiction. However, no other interference, legal
or otherwise, with the enforcement of the Award shall be attempted.
Article IX
Applicable ▇▇▇; Taxes and Expenses; Notices
and Requests; Execution
Section 9.01. Applicable Laws
The validity, interpretation and performance of the Loan Agreement
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and the Guarantee, if any, shall be governed by the laws and regulations
of Japan.
Section 9.02. Taxes and Expenses
(1) The Borrower and/or other beneficiaries of the Loan shall pay
all taxes, charges and other expenses imposed upon the Fund within the
country of the Borrower in connection with the Loan and its
implementation.
(2) The Borrower shall pay, or cause to be paid, all banking charges
and/or fees for disbursement of the proceeds of the Loan, repayment of
principal or payment of interest or any other charges on the Loan.
Section 9.03. Notices and Requests
Any notice or request required to be given or made or which one or
both parties have the right to give or make under the Loan Agreement or
the Guarantee, if any, shall be in writing. Such notice or request shall
be deemed to have been duly given or made when it shall have been
delivered by hand, received by mail or dispatched by registered airmail,
cable or telex to the party to which it is to be given or made at such
party's address specified in the Loan Agreement or at such other address
as that party shall have designated by notice to the party giving the
notice or making the request.
Section 9.04. Execution
The Loan Agreement shall be executed in duplicate in the English
language, each copy being considered to be an original.
Section 9.05. Fractions
Any fraction of ONE Yen ((Yen)1.00) which may appear in the
computation of interest or any other charges under the Loan Agreement
shall be disregarded.
Article X
Effectiveness and Termination of Loan Agreement
Section 10.01. Evidence of Authority and Specimen Signatures
(1) The Borrower shall furnish the Fund with satisfactory evidence
of authority for the person(s) who will make, sign and deliver documents
necessary for the implementation of the Loan Agreement, together with an
authenticated specimen signature of each such person.
(2) When any change has been made relevant to the evidence of
authority mentioned in the preceding paragraph, the Borrower shall notify
the Fund in writing of the fact, providing the Fund with satisfactory new
evidence of authority.
(3) When a person(s) has been appointed to replace a person(s)
specified in the evidence of authority referred to in paragraph (1) above,
the Borrower shall notify the Fund in writing of the fact, providing the
Fund with an authenticated specimen signature of the newly appointed
person(s).
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Section 10.02. Legal Opinion
(1) The Borrower shall provide the Fund with a Legal Opinion(s),
made substantially in the form given in Form No. 5 and where required No.
6 attached hereto and prepared and certified by a person acceptable to the
Fund showing:
(a) With regard to the Borrower, that the Loan Agreement has been
duty authorized by and executed and delivered on behalf of the
Borrower and constitutes a valid and binding obligation upon
the Borrower with regard to all its terms and conditions, and
that the authorizations and all other procedures necessary for
the implementation of the Loan Agreement have been duly
effected and completed;
(b) With regard to the Guarantor, if any, that the Guarantee has
been duly authorized by and executed and delivered on behalf
of the Guarantor and constitutes a valid and binding
obligation upon the Guarantor with regard to ail its terms and
conditions.
(2) After the Loan Agreement becomes effective, the Borrower shall
provide the Fund with such additional legal opinion(s) prepared and
certified by the person mentioned above, on matters relating to the Loan
Agreement and the Guarantee, if any, as the Fund may from time to time
request.
Section 10.03. Effective Date
The Loan Agreement shall become effective on the date on which the
Fund declares itself satisfied with the evidence of authority and the
specimen signatures referred to in Section 10.01., paragraph (1), the
Legal Opinion mentioned in Section 10.02, paragraph (1), and the
Guarantee, if any.
The Fund shall immediately notify the Borrower in writing of the
effective date of the Loan Agreement.
Section 10.04. Termination of Loan Agreement
(1) If the Loan Agreement shall not have become effective within one
hundred and twenty (120) days (commencing with the date of signature), the
Loan Agreement and the Guarantee, if any, shall terminate, unless the
Fund, after consideration of the reasons for the delay, sets a later date
for the purpose of this Section. The Fund shall promptly notify the
Borrower of such later date.
(2) When the entire amount of the principal of the Loan shall have
been repaid and all interest and other charges which shall have accrued on
the Loan shall have been paid, the Loan Agreement and the Guarantee, if
any, shall forthwith terminate.
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(Form No. 1)
Date:
Ref. No.
_________________________________
_________________________________
(Name and address of Borrower)
Attention:
NOTICE CONCERNING INTEREST AND PRINCIPAL
Loan Agreement No.
Date:
Due Date at Tokyo:
Principal Repayable: ___________________________
Interest Payable: ___________________________
Total: ___________________________
Interest Computation: As per attached sheet.
Note: Please credit the said amount to THE OVERSEAS ECONOMIC CO-OPERATION FUND's
account with The Bank of Tokyo, Ltd., Uchisaiwai-cho Office, Tokyo, Japan
by the due date at Tokyo.
---------------------------
(Authorized Signature)
Encl:
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(Form No.2)
(Name and address of Borrower)
Date:
Ref. No.:
Attention:
Gentlemen:
NOTICE OF DISBURSEMENT
We hereby notify you that from _________ to ______________ (as per attachment)
we have made disbursements totalling ___________________________.
Very truly yours,
--------------------------------
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(Form No. 3)
Date:
Ref. No.:
______________________________
______________________________
(Name and address of Borrower)
Attention:
Gentlemen:
NOTICE OF COMPLETION OF DISBURSEMENT
With reference to Loan Agreement No. ___ dated _______, we hereby notify
you that all disbursements under the said Loan Agreement have been completed.
The details of disbursements under the Loan Agreement are as follows:
1. Loan Limit (A): (Yen) __________________
2. Cumulative Total of Disbursements (B): (Yen) __________________
3. Unused Balance (A - B): (Yen) __________________
4. Date of the Final Disbursement:
5. Date of Completion of Disbursement:
We also wish to notify you that the said Loan Agreement shall be implemented
henceforth as follows:
1. Amortization Schedule:
2. Due Dates of Interest Payments:
(1) Due Date of Next Payment:
(2) Due Date thereafter:
In confirmation of this Notice, please return to us immediately one copy, signed
by a duly authorized person.
Very truly yours,
------------------------------------
(Authorized Signature)
(Please do not detach.).........................................................
Date:
We hereby acknowledge receipt of this Notice and confirm that the Loan Agreement
shall be implemented as stated above.
__________________
(Name of Borrower)
-14-
(Form No.4)
Date:
Ref. No.:
THE OVERSEAS ECONOMIC
COOPERATION FUND
Tokyo, Japan
Attention: Chairman
Gentlemen:
GUARANTEE FOR THE LOAN
In consideration of the Loan of _____________________________ Japanese Yen
((Yen)________) to be extended to (Name of Borrower) (hereinafter referred to as
"the Borrower") by THE OVERSEAS ECONOMIC COOPERATION FUND (hereinafter referred
to as "the Fund") under Loan Agreement No.___, dated ________,between the
Borrower and the Fund (hereinafter referred to as "the Loan Agreement"), I, the
undersigned, acting for and on behalf of (Name of Guarantor) (hereinafter
referred to as "the Guarantor"), hereby affirm:
1. That the Guarantor has accepted all the provisions of the Loan Agreement
and agrees to guarantee jointly and severally with the Borrower any and
all liabilities arising from or in connection with the obligations of the
Borrower under the Loan Agreement.
2. That the Guarantor, furthermore, agrees that:
(1) The Guarantor guarantees the due and punctual payment of the
principal of and the interest and any other charges on the Loan as
provided for in the Loan Agreement;
(2) The Guarantor shall not be exempted from any of its liabilities
under this Guarantee by reason of any extension of maturity,
forbearance or concession given to the Borrower, any exercise of
right or remedy against the Borrower, or any modification or
amplification of the provisions of the Loan Agreement (provided that
if the principal of the Loan is thereby increased, the Guarantor
shall be exempted from its liabilities to the extent of such
increase);
-15-
Date:
(3) So long as any part of the Loan under the Loan Agreement shall be
outstanding and unpaid, the Guarantor shall:
i) Not take any action which would prevent or interfere with the
performance by the Borrower or any other beneficiaries of the
Loan, if any, of obligations under the Loan Agreement, and
ii) Not, without prior consent of the Fund in writing, take any
action for the dissolution or disestablishment of the Borrower
or any other beneficiaries of the Loan, if any, or for the
suspension of their activities.
3. That the Guarantor waives notice of acceptance of this Guarantee, notice
of any liability to which it may apply notice concerning principal and
interest, and notice of dishonor or non-payment of any such liabilities.
IN WITNESS WHEREOF, I, the undersigned, have hereunto set my hand and affixed my
official seal, this ____ day of _________.
Very truly yours,
----------------------------------
(Name of Guarantor)
----------------------------------
(Authorized signature)
-16-
(Form No. 5)
Date:
Ref. No.:
THE OVERSEAS ECONOMIC
COOPERATION FUND
Tokyo. Japan
Attention: Chairman
Gentlemen:
LEGAL OPINION ON LOAN AGREEMENT
With respect to the Loan extended by THE OVERSEAS ECONOMIC CO-OPERATION FUND
(hereinafter referred to as "the Fund") to (Name of Borrower) (hereinafter
referred to as "the Borrower") in an aggregate mount of the Loan not exceeding
_______________________ Japanese Yen ((Yen) ________) as principal in accordance
with the terms and conditions of Loan Agreement No.______, dated __, between the
Borrower and the Fund and other agreements supplemental thereto (hereinafter
referred to as "the Loan Agreement"), I, the undersigned, acting as legal
counsel for the Borrower, certify as follows:
I have considered and examined, among other things, the following documents:
(a) The Exchange of Notes between the Government of __________ and the
Government of Japan, dated ______;
(b) The Loan Agreement;
(c) Evidence of Authority and Specimen Signatures, dated __________,
issued by__________________;
(d) Other documents;
(e) All the laws and regulations in the country of the Borrower relevant
to the power and authority of the Borrower to make, sign and deliver
the Loan Agreement.
Based upon the foregoing, I hereby certify as follows:
1. That the Loan Agreement has been made, signed and delivered by (Name and
Title of Authorized Person), who has the power and authority to make, sign
and deliver under (Laws or Regulations);
-17-
Date:
2. That the Borrower is authorized to borrow foreign currency funds from
abroad under (Laws or Regulations) and that the terms and conditions of
the Loan Agreement are in compliance with the provisions of (Laws or
Regulations);
3. That, therefore, the Loan Agreement has been duly authorized by and made,
signed and delivered on behalf of the Borrower and constitutes a valid and
binding obligation upon the Borrower with regard to all its terms and
conditions; and
4. That the authorization and any other procedures necessary for
implementation of the Loan Agreement have been duly effected and
completed.
IN WITNESS WHEREOF, I, the undersigned, have hereunto set my hand and affixed my
official seal, this day of
Very truly yours,
---------------------------------------
(Minister of Justice, Attorney-General
or Other Competent Authority)
-18-
(Form No. 6)
Date:
Ref. No.:
THE OVERSEAS ECONOMIC
COOPERATION FUND
Tokyo, Japan
Attention: Chairman
Gentlemen:
LEGAL OPINION ON GUARANTEE
Referring to the Guarantee given by (Name of Guarantor) in respect of the Loan
extended by THE OVERSEAS ECONOMIC COOPERATION FUND (hereinafter referred to as
"the Fund") to (Name of Borrower) (hereinafter referred to as "the Borrower") in
an aggregate amount of the Loan not exceeding _____________ Japanese Yen
((Yen)_______) as principal in accordance with the terms and conditions of Loan
Agreement No.____, dated __________ , between the Borrower and the Fund and
other agreements supplemental thereto (hereinafter referred to as "the Loan
Agreement"), I, the undersigned, acting as legal counsel for (Name of Guarantor)
(hereinafter referred to as "the Guarantor"), certify as follows:
I have considered and examined, among other things, the following documents:
(a) The Exchange of Notes between the Government of ________________ and
the Government of Japan, dated _____________;
(b) The Loan Agreement;
(c) The Guarantee, dated _______ (hereinafter referred to as "the
Guarantee"); and
(d) All the laws and regulations in the country of the Borrower relevant
to the power and authority of the Guarantor to make, sign and
deliver the Guarantee.
Based upon the foregoing. I hereby certify as follows:
1. That the Guarantor has the full power and authority to guarantee the Loan
made by the Fund to the Borrower in accordance with the terms and
conditions of the Loan Agreement under (Laws or Regulations);
-19-
Date:
2. That the Guarantee was made and signed on (Date), by (Name and Title), who
is authorized to make and sign it for and on behalf of the Guarantor under
(Laws or Regulations);
3. That, therefore, the Guarantee has been duly authorized by and made,
signed and delivered on behalf of the Guarantor and constitutes a valid
and binding obligation upon the Guarantor with regard to all its terms and
conditions; and
4. That neither legislation nor any other procedure is required for the
effectiveness of the Guarantee.
IN WITNESS WHEREOF, I, the undersigned, have hereunto set my hand and affixed my
official seal, this _______ day of_____.
Very truly yours,
--------------------------------------
(Minister of Justice, Attorney-General
or Other Competent Authority)
-20-
Overseas Representative Offices
BANGKOK OFFICE ISLAMABAD OFFICE
17th Floor, Thai Farmers Bank Building, 400, World Bank Building, 20-A, Bank Road
Phaholyothin Avenue, Bangkok, 10400, ▇/▇-▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
THAILAND Telephone: Islamabad 819781~6(W.B.)
Telephone: Bangkok ▇▇▇-▇▇▇▇-▇, (ext. 409)
271-2035, 2828, 4682 Telex: Call Number ▇▇▇▇▇▇▇
Telex: Call Number ▇▇▇▇▇▇▇ Answer Back Code OECFPK
Answer Back Code OECFBKKTH Facsimile: ▇▇▇-▇▇-▇▇▇▇▇▇
Facsimile: ▇▇▇-▇-▇▇▇-▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇, Sogong-Dong, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇-▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ of KOREA ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇
▇.▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ Telephone: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 422260, 422264
Telephone: Seoul ▇▇▇-▇▇▇▇, 752-5964 Facsimile: ▇▇▇-▇-▇▇▇▇▇▇
Facsimile: ▇▇▇-▇-▇▇▇-▇▇▇▇
JAKARTA OFFICE PARIS OFFICE
New Summitmas 8th Floor, J1.Jenderal ▇, ▇▇▇ ▇▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇. ▇▇-▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, Telephone: Paris ▇▇▇▇-▇▇▇▇
INDONESIA Telex: Call Number ▇▇▇▇▇▇▇▇
Telephone: Jakarta ▇▇▇▇▇▇▇, 5200948, 5220693, 5251350 Answer Back Code OECF 214622F
Facsimile: ▇▇▇-▇▇-▇▇▇▇▇▇▇ Facsimile: ▇▇▇-▇-▇▇▇▇-▇▇▇▇
MANILA OFFICE LONDON ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇-▇▇, ▇▇▇▇▇▇▇▇▇ Street, London, WIX 1DE, U.K.
Makati Ave. cor. ▇▇▇ ▇. ▇▇▇▇▇ Ave. Telephone: London (▇▇▇)▇▇▇-▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, Facsimile: ▇▇▇-▇▇-▇▇▇-▇▇▇▇
PHILIPPINES
Telephone: Manila ▇▇▇-▇▇▇▇
Facsimile: ▇▇▇-▇-▇▇▇-▇▇▇▇
NEW DELHI OFFICE NAIROBI OFFICE
D.L.F. Centre, 2nd Floor, Sansad Marg, New Delhi, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ Ngina Street,
110001 ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇ Telephone: Nairobi ▇▇▇-▇-▇▇▇▇▇▇, 221637
Telephone: New Delhi ▇▇▇▇▇▇▇, 3714363, 3717090 Telex: Call Number ▇▇▇▇▇▇▇▇
Telex: Call Number ▇▇▇▇▇▇▇▇▇ Answer Back Code OECFKE
Answer Back Code OECFIN Facsimile: ▇▇▇▇-▇-▇▇▇▇▇▇
Facsimile: ▇▇▇-▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇-▇▇, ▇▇▇▇▇ World Trade Center, ▇▇▇▇ ▇▇▇▇▇▇ Hotel Commercial Center,
No. 1 ▇▇▇▇ ▇▇▇, Men Wai Avenue, Beijing, ▇▇. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇
The People's Republic of CHINA Telephone: Cairo ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
Telephone: Beijing ▇▇▇-▇▇▇▇, 1197, 4538 ▇▇▇▇ ▇▇▇▇▇▇ Cairo
Telex: Call Number ▇▇▇▇▇▇▇ 765666(ext. 3031)
Answer Back Code OECFBCN Telex: Call Number ▇▇▇▇▇▇▇
Facsimile: ▇▇▇-▇-▇▇▇-▇▇▇▇ Answer Back Code OECFUN
Facsimile: ▇▇▇-▇-▇▇▇▇▇▇▇
KUALA LUMPUR ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇ 2100 Pennsylvania Avenue, ▇.▇.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇.▇.▇.
MALAYSIA Telephone: Washington (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 2322201, Facsimile: ▇▇-▇▇▇-▇▇▇-▇▇▇▇
2322202
Facsimile: ▇▇▇-▇-▇▇▇▇▇▇▇
DHAKA OFFICE SOUTH AMERICA REGIONAL OFFICE
Sonargaon Hotel Room No.351-354 ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇,
▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Avenue, Dhaka Rua ▇▇▇▇▇ ▇▇▇▇▇▇, 116/3005
BANGLADESH ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇-▇▇-▇▇▇ ▇▇▇▇▇-▇▇▇, ▇▇▇▇▇▇
Telephone: Dhaka 811463, 811005, Telephone: Rio de Janeiro 295-5942, 8596
812001 (Hotel)(Ex.4351-4) Telex: Call Number ▇▇▇▇▇▇▇
814081, 816700(Direct) Answer Back Code OECFBR
Facsimile: ▇▇▇-▇▇-▇▇▇-▇▇▇▇
HANOI ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇ LY THAI TO STREET, HANOI,
VIET NAM
Telephone: ▇▇▇-▇▇▇▇▇▇-▇
Facsimile: 844-248937
