Peru - Port Expansion Project : Loan 0208 - Loan Agreement - Conformed

LOAN NUMBER 208 PE Loan Agreement (Port Expansion Project) BETWEEN INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND AUTORIDAD PORTUARIA DEL CALLAO DATED SEPTEMBER 17, 1958 LOAN NUMBER 208 PE Loan Agreement (Port Expansion Project) BETWEEN INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND AUTORIDAD PORTUARIA DEL CALLAO DATED SEPTEMBER 17, 1958 Klun rement AGREEMENT, dated September 17, 1958, between INTER- NATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank) and AUTORIDAD PORTUARIA DEL CALLAO (hereinafter called the Borrower). ARTICLE I Loan Regulations SECTION 1.01. The parties to this Loan Agreement ac- cept all the provisions of Loan Regulations No. 4 of the Bank dated June 15, 1956, subject, however, to the modifi- cations thereof set forth in Schedule 3 to this Agreement (said Loan Regulations No. 4 as so modified being herein- after called the Loan Regulations), with the same force and effect as if they were fully set forth herein. ARTICLE II The Loan SECTION 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions in this Agreement set forth or referred to, an amount in various currencies equivalent to six million five hundred and seventy-five thousand dollars ($6,575,000). SECTION 2.02. The Bank shall open a Loan Account on its books in the name of the Borrower and shall credit to such Account the amount of the Loan. The amount of the Loan may be withdrawn from the Loan Account as provided in, and subject to the rights of cancellation and suspension set forth in, the Loan Regulations. No withdrawals from the Loan Account shall be permitted in respect of the por- tion of the Project described in paragraph 1 of Schedule 2 until the Borrower shall have entered into iny necessary agreements and shall have made any necessary arrange- ments with third parties required to ensure that the Bor- 4 rower will, upon completion of construction of the petroleum handling pier and pipelines: (a) own such pier an(l pipelines free and clear of liens and encumbrances or rights of third parties; (b) be free to make such regulations and agreements as it may consider desirable concerning the use of such pier and pipelines and the charges to be levied for the use thereof; and the Borrower shall have furnished the Bank with evi- dence thereof and with such further evidence as may be necessary to satisfy the Bank as to the above matters. SEcTION 2.03. The Borrower shall pay to the Bank a commitment charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal amount of the Loan not so withdrawn from time to time. Such commit- ment charge shall accrue from a date sixty days after the date of this Agreement to the respective dates on which amounts shall be withdrawn by the Borrower from the Loan Account as provided in Article TV of the Loan Regulations or shall be cancelled pursuant to Article V of the Loan Regu- lations. SECTioN 2.04. The Borrower shall pay interest at the rate of five and three-fourths per cent (53/% ) per annum on the principal amount of the Loan so withdrawn and out- standing from time to time. SECTION 2.05. Except as the Bank and the Borrower shall otherwise agree, the charge payable for special com- mitments entered into by the Bank at the request of the Borrower pursuant to Section 4.02 of the Loan Regulations ,;hall be at the rate of one-half of one per cent ( of 10 ) per annum on the principal amount of any such special commitments outstanding from time to time. 5 SECTioN 2.06. Interest and other charges shall be pay- able semi-annually on March 1 and September 1 in each SCrIoN 2.07. The iHorrower shall repay the principal of the Loan in accordance with the amortization schedule set forth in Schedule 1 to this Agreement. ARTICLE III Use of Proceeds of the Loan SECTION 3.01. The Boriower shall apply the proceeds of the Loan exclusively to financing the cost of goods required to carry out the Project described in Schedule 2 to this Agreement. The specific goods to be financed out of the pro- ceeds of the Loan and the methods aid procedures for pro- curement of such goods shall be determned by agreement be- tween the Bank and the Borrower, subject to modification by further agreement between them. SEnoN 3.02. The Borrower shall cause all goods fin- anced out of the proceeds of the Loan to be imported into the territories of the (luarantor and there to be used exclu- sively in the carrying out of the Project. ARTICLE IV Bonds SECTIoN 4.01. The Borrower shall execute and deliver onls representing the principal amount of the Loan as provided in the Loan Regulations. SECTION 4.02. The Tecwico-Director and one other Direc- tor of the Borrower and such person or persons as the Board of Directors of the Borrower shall appoint in writing are designated as authorized representatives of the Borrower for the purposes of Section 6.12 (a) of the Loan Regulations. 6 ARTICLE V Particular Covenants S FTloN 5.01. (a) Thle, Borrover sliall Carrv out the Proj,ct with due diligenc, and efficiency and in conformitv with sound engineering and financial. practices and shall carry out its functions in accordance with souid manage- ment principles under tho direction of a qualified and ex- p,rieniced port adninistrator iutually satisfactory to the Borrower and the Bank. (b) In the carrying out of the Project the Borrower shall employ engineering consultants, and, except as the Bank and the Borrower shall otherwise agree, the Borrower shall em- ploy contraetors for tlie construction of the Project. TIhe engineriinc,ilg consultanlts a1 nd the contractors, and tihe trms and conditions on which they are employed, slall be mutu- allv satisfactory to thie Bank and the Borrower. (e) TIie Borrower shall furnish to the Bank, promptly upon their preparation, tIhe plans and specifications and conlstruction sfhodulos for the Project and any material niodifications subsequently made therein, in such detail as tihe Bank slinIl from timo to time reqnest. (d) Tile Borrower sliall maintain records adequate to i(litify tihe goods fintanced out of the procceds of the ljoan, to disclosc tlhe usc thoreof in the Project, to record tAho prog- ress of the Project (including the cost thereof) and to re- flect in. accordance witli consistently maintaiied sound ae- couiting practices thie operations and financial conldition of the Borrower; shiall enablo the Bank's reprcscntativ!s to inspect tle Project, the goods and any relevant records and documeiits; and shall furnish to the Bank all suelh information as tho Bank shall reasonlably request concern- ing the xpcndi tu're ol te pr-occeds of the Lioan, t.he Project, tho goods, and tIle ojprationis and financial condition of the Borrower. SEeTms 5.02. (a) Tile Bank and tlhe Borrvower sliIl co- opera to fully to assure that the purposes of lie Loan wll 」 스 9 ulatiolis sliall occill. and sliall contimie for a period of sixty, dalvs after lioficc tilervot, Silall have be(111 0,ivell bv the Bank to ffic 'Boi,i-oNs,t,i-, Ihun at anv tillie during t11c fficreof, 111c at its option, inay declare the principni of the Loan and of a11 flic Bonds then out- ~tanding- to bc (]ile and pavable ii-niiiedi,,ltelyl, and upoli any slivli. declaratioll slich ])l'ITICIP,'-11 ,Ila]] become duc and pay- ahle imillediatolyi -111x,tilltur in this Avrecillellt ol. in t11c 13o11(1s to flic not svitli,,tqll(lillg. ARTIOLE VII Effeetive Date; Termination SECTION 7.01. TI-iv following event is specified as all mklitiolial couditiou t-o fil(, of this MI Avitflin the nica-ning- oP Seption 9.01 (a)(ä) of the Lonn Týco.tilations (ta) sqti,,r,-ief-oi,AY to Hic Bauk sliall Iinve hovn inade misurinl- ffint flic Boi,I-ow(,i, will lunve avnilable flic funds requirvd for carrving out fliv Project villler Ihrolig.11 rvjulltion of onnlill,(>,.S or fl.0111 offici. solirces. (-rioN 7.02. Tlic hfflowiiio- is specific(1 as an additional S F A..i -N mafter, wifflin flic nwaiiing, of Svetion 9.02 (c) of tliv Loan Re,(),111"ltioiis, to bv iii(,liide(1 in flio, opinion or opinious to he fiii-nisli(,(] I-o flic Bank: On) That tliv arranl(--ornents referred to in Sectioll 7.01 GO arv vaffil and Hildinfr ý4i,-c,riox 7.03. 2k (Inte 60 days after tbc (Inte d this Agreelliclit is liereby specifled fol. 1-11c pill.poses of Sectioll 9.04 of Ow Loan 'Recriil<--ttio-ns. ARTIOLE VIII bfiscellaneous Si,-a-rION ?" ) i 8.01. The Closincr Datc sball bc Januarv 31 1963. 10 SECTION 8.02. The following addresses are specified fol the purposes of Section 8.01 of the Loan Regulations: For the Borrower: Autoii(lad Portuaria del Callao Terminal laritimo Callao Peru Alternative address for cablegrains and radiograms: Auport Lima Peru For the Bank: International Bank for Reconsltrctionl and Development 1818 II Street, N.W. Washingtoni 25, D. C. Inited States of Anerica Alternative address for cablegrams an radiograms: Intbaf rad Washington, D. C. LN WITNESS WHEIEoF, the parties hereto, actinlg throughl their representatives thereunto duly authorized, have caused this Toan Agreement to be signec in their respective 11 is il ([ l ÌVel'0( ill Ilie 1)istrliet of Co Olmb)ia, United States of A nieri ' , as of the (lay n 11(1 a l' filsi a i)ov wr iten. INTHIPNAIONAI, 1 ANK FOlR HiEONSTHU'('T1ON AND DEVELO1 1,NT y Ä . 1. 1I LI.F AV'TOMIDAL) PORVTI-ARIA DEJ,L CALLAO 13 X- ,3. CIHAMOT 1.y (1. GIBSON Au/horized/ Rep/re's(ntatireS 12 SCHEDULE 1 Amortization Schedule Payment of Principal Date Payment Due (expressed in dollars)* March 1, 1963 $128,000 September 1, 1963 139,000 Ma rch 1, 1964 135,000 September 1, 1964 139,000 March 1, 1965 1.43,000 September 1, 1965 148,000 March 1, 1966 152,000 September 1,1966 156,000 March 1, 1967 161,000 September 1, 1967 165,000 March 1, 1968 170,000 September 1, 1968 175,000 March 1, 1969 180,000 September 1, 1969 185,000 March 1, 1970 190,000 September 1, 1970 196,000 March 1, 1971 201,000 September 1, 1971 207,000 March 1, 1972 213,000 8epteiber 1, 1972 219,000 Mareh 1, 1973 226,000 September 1, 1973 232,000 March 1, 1974 239,000 September 1, 1974 246,000 Ma rch 1, 1975 253,000 September 1, 1975 260,000 March 1, 1976 267,000 September 1, 1976 275,000 Mareh 11, 1977 283,000 September 1, 1977 291,000 March 1, 1978 300,000 September 1, 1978 :308,000 * To the extent that any part of the Loan is repayable in a currency other than dollars (see Loan Regulations, Section 3.02), the figures in this column represent dollar equivalents determined as for purposes of withdrawal. 13 Premiums on Prepayment and Redemption The following peraentages are speified as the pieniums paya ble on repayment in advance of maturity of any part of tiw prineipal amount of the Loan pursuant to Se.tioi 2.05 (b) of tlie Loan Regulations or on the redemption of any Bond prior to its maturity pursuant to Section 6.16 of tie Loan Regulations: Tim, of Prepaynicit or Redemlption Premium Not more than 3 years before maturity. . ½ of 1% More than 3 years b-it not more than 6 years before maturity ....... ..... 1½/I More than 6 years but not more than 11 years before maturity... ..... .. Mfore than 11 years but not more than 16 years )efore maturity Mwir, than 16 veas bit not more than 18 years before maturity . ..4 Moe than 18 ven is before maturity . /¾ 14 SCHEDULE 2 Description of Project The Project consists of a program for the expansion and modernization of the facilities of the Port of Callao and comprises the following items, including the necessary utility services: 1. Petroleum Pier A new two berth petroleum handling pier will be con- structed at the northern end of the harbor, and new pipelines will be laid thereon. 2. Additional Berths A new pier will be constructed by reclamation adjacent to the northernmost existing pier and on it two general carwo herths each approximately 600 foot long and a min- orals handling berth approximately 600 feet long will he constructed. Railway sidings, approach roads and paved storage areas will he provided and at the minerals herth electrically operated minerals loading equi pment capable of handling 600 tons per hour will be installed. 3. Dredging A new self-propelled cntter suction hopper dredge will be purchased. Dredging will be carried out by this dredge in the ('allao harbor and entrance channel. From time to time the dredge may be used at other Peruvian ports. 4. She,ds and Storage Accommodation A new storage warehouse, two new transit sheds, a new cold store and new paved and fenced storage areas will be constructed adjacent to the existing marginal wharf. 5. Miscellaneous Works New passenger access gantries and accommodation will be installed at two existing piers. A new maintenance work- 15 shlop Will bo huilt and new workshop equipmenlt installo<l. A new gear store Will he constructed. G. Tugs io new harbor ugs vill be purchased. It is expected tlhat the Project will be completed by 1lhe end of 1962. 16 SCHEDULE 3 Modification of Loan Regulations No. 4 For the purposes of tIhis Agreemett the provisions of Loan Regulatioii No. 4 of the Bank dated Junc 15, 1956, shall be deemed to ber modified as follows: (a) Section 2.02 shall be deleted.