Thailand - Third Railway Project : Loan 0280 - Loan Agreement - Conformed

LOAN NUMBER 280 TH Loan Agreement (Third Railway Project) BETWEEN INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND THE STATE RAILWAY OF THAILAND DATED APRIL 28, 1961 뀁 1[van Agrument AGREEMENTY dated April 28, 1961, between INTERITA- TIONALBANIK FORRECONSTRUCTION ANDDEVELOPMENT (here- inafter called the Bank) and THE STATE RAILINrAY OFTHAI- LAND (hereinafter called the Borrower), an autonomous borly established by The State Railway of Thailand Act B.E. 2494 as amended. 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 February 15, 1961 (said Loan Regulations No. 4 being hereinafter called the Loan Regulations) with the same force and effect as if they were fully set forth herein. ARTICLE II The Loan SECTIO- - 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 twenty-two million dollars ($22,000,000). 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 The amount of the Loan may be withdrawn f rom the Loan Account as pro- vided in, and subject to the rights of cancellation and sus- pension set f orth in, the Loan Regulations. SECTION2.03. The Borrower shall pay to the Bank a com- mitment charge at the rate of three-f otirths of one per cent (3/of 1%) per annum on the principal amount of the Loan not so withdrawn from time to time. 4 SECTION 2.04. The Borrower shall pay interest at the rate of five and three-fourths per cent (53/4%) per annum on the principal amount of the Loan so withdrawn and out- standing from time to time.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 commit- ments entered into by the Bank at the request of the Bor- rower pursuant to Section 4.02 of the Loan Regulations shall be at the rate of one-half of one per cent (1/ of 1%) per annum on the principal amount of any such special commitments outstanding from time to time. SECTION 2.06. Interest and other charges shall be pay- able semi-annually on June 1 and December 1 in each year. SECTION 2.07. The Borrower 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 Borrower 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 AL ement. The specific goods to be financed out of the proceeds of the Loan and the methods and procedures for procurement for such goods shall be determined by agree- ment between the Bank and the Borrower, subject to modifi- cation by further agreement between them. SECTION 3.02. The Borrower shall cause all goods financed out of the proceeds of the Loan to be imported into the territories of the Guarantor and there to be used exclusively in the carrying out of the Project. ARTICLE IV Bonds SECTIox 4.01. The Borrower shall execute and deliver Bonds representing the principal amount of the Loan as provided in the Loan Regulations. SECTION 4.02. The General Manager of the Borrower and such person or persons as he shall appoint in writing are designated as authorized representatives of the Borrower for the purposes of Section 6.12 (a) of the Loan Regulations. ARTICLE V Particular Covenants SECTION 5.01. (a) The Borrower shall carry out the Proj- ect with due diligence and efficiency and in conformity with sound engineering and financial practices. (b) The Borrower shall furnish to the Bank, promptly upon their preparation, the plans and specifications for the Project and any material modifications subsequently made therein, in such detail as the Bank shall from time to time request. (c) The Borrower shall maintain records adequate to identify the goods financed out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of the Project (including the cost thereof) and to reflect in accordance with consistently maintained sound accounting practices the operations and financial condi- tion of the Borrower; shall enable the Bank's representa- tives to inspect its properties and operations, the Project, the goods and any relevant records and documents; and shall furnish to the Bank all such information as the Bank shall reasonably request concerning the expenditure of the proceeds of the Loan, the Project, the goods, and the opera- tions and financial condition of the Borrower. 6 SECTION 5.02. (a) The Bank and the Borrower shall co- operate fully to assure that the purposes of the Loan will be accomplished. To that end, each of them shall furnish to the other all such information as it shall reasonably re- quest with regard to the general status of the Loan. (b) The Bank and the Borrower shall from time to time exchange views through their representatives with regard to matters relating to the purposes of the Loan and the maintenance of the service thereof. The Borrower shall promptly inform the Bank of any condition which inter- feres with, or threatens to interfere with, the accomplish- ment of the purposes of the Loan or the maintenance of the service thereof. SECTION 5.03. The Borrower undertakes that, except as the Bank shall otherwise agree, if any lien shall be created on any assets of the Borrower as security for any debt, such lien will ipso facto equally and ratably secure the payment of the principal of, and interest and other charges on, the Loan and the Bonds, and that in the creation of any such lien express provision will be made to that effect; pro- vided, however, that the foregoing provisions of this Sec- tion shall not apply to: (i) any lien created on property, at the time of purchase thereof, solely as security for the payment of the purchase price of such property; or (ii) any lien arising in the ordinary course of banking trans- actions and securing a debt maturing not more than one year after its date. SECTION 5.04. The Borrower shall pay or cause to be paid all taxes or fees, if any, imposed under the laws of the Guarantor or laws in effect in the territories of the Guar- antor on or in connection with the execution, issue, delivery or registration of this Agreement, the Guarantee Agree- ment or the Bonds, or the payment of principal, interest 7 or other charges thereunder; provided, however, that the provisions of this Section shall not apply to taxation of, or fees upon, payments under any Bond to a holder thereof other than the Bank when such Bond is beneficially owned by an individual or corporate resident of the Guarantor. SECTION 5.05. The Borrower shall pay or cause to be paid all taxes and fees, if any, imposed under the laws of the country or countries in whose currency the Loan and the Bonds are payable or laws in effect in the territories of such country or countries on or in connection with the execu- tion, issue, delivery or registration of this Agreement, the Guarantee Agreement or the Bonds. SECTION 5.06. Except as shall be otherwise agreed be- tween the Bank and the Borrower, the Borrower shall in- sure or cause to be insured the goods financed out of the proceeds of the Loan against risks incident to their pur- chase and importation into the territories of the Guarantor. Such insurance shall be consistent with sound commercial practice and shall be payable in dollars or in the currency in which the cost of the goods insured thereunder shall be payable. SECTION 5.07. The Borrower shall operate and maintain its properties and from time to time make all necessary renewals and repairs thereof, all in accordance with sound engineering standards, and shall at all times carry on its operations and maintain its financial position in accordance with sound financial, business and railway practices. SECTION 5.08. The Borrower shall give priority to the carrying out of the Project and shall, if necessary to ensure the prompt completion of the Project, defer the carrying out of other works. 8 ARTICLE VI Remedies of the Bank SECTION 6.01. (i) If any event specified in paragraph (a), paragraph (b), paragraph (e) or paragraph (f) of Section 5.02 of the Loan Regulations shall occur and shall continue for a period of thirty days, or (ii) if any event specified in paragraph (c) of Section 5.02 of the Loan Regulations shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Bank to the Borrower, then at any subsequent time during the con- tinuance thereof, the Bank, at its option, may declare the principal of the Loan and of all the Bonds then outstanding to be due and payable immediately, and upon any such declaration such principal shall become due and payable immediately, anything in this Agreement or in the Bonds to the contrary notwithstanding. ARTICLE VII Miscellaneous SECTION 7.01. The Closing Date shall be November 30, 1965. SECTION 7.02. A date 60 days after the date of this Agreement is hereby specified for the purposes of Section 9.04 of the Loan Regulations. SUCTION 7.03. The following addresses are specified for the purposes of Section 8.01 of the Loan Regulations: For the Borrower: The State Railway of Thailand Bangkok, Thailand Alternative address for cablegrams and radiograms: Staterails Bangkok 9 For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington 25, D.C. United States of America Alternative address for cablegrams and radiograms: Intbafrad Washington, D.C. IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Loan Agreement to be signed in their respective names and delivered in the District of Columbia, United States of America, as of the day and year first above written. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s/ W. A. B. IIFF Vice President THE STATE RAILWAY OF THAILAND By /s/ Y. NA THALANG Authorized Representative 10 SCHEDULE 1 Amortization Schedule Payment of Principal Date Payment Due (expressed in dollars)* December 1, 1964 $390,000 June 1, 1965 401,000 December 1, 1965 413,000 June 1, 1966 425,000 December 1, 1966 437,000 June 1, 1967 449,000 December 1, 1967 462,000 June 1, 1968 476,000 December 1, 1968 489,000 June 1, 1969 503,000 December 1, 1969 518,000 June 1, 1970 533,000 December 1, 1970 548,000 June 1, 1971 564,000 December 1, 1971 580,000 A June 1, 1972 597,000 w December 1, 1972 614,000 June 1, 1973 632,000 December 1, 1973 650,000 June 1, 1974 668,000 December 1, 1974 688,000 June 1, 1975 707,000 December 1, 1975 728,000 June 1, 1976 749,000 December 1, 1976 770,000 June 1, 1977 792,000 December 1, 1977 815,000 June 1, 1978 839,000 December 1, 1978 863,000 June 1, 1979 888,000 December 1, 1979 913,000 June 1, 1980 939,000 December 1, 1980 966,000 June 1, 1981 994,000 * To the extent that any part of the Loan is repayable in a currency other than dollars (see Loan Regulations, Section 3.03), the figures in this column represent dollar equivalents determined as for rurposes of withdrawal. 11 Premiums on Prepayment and Redemption The following percentages are specified as the premiums payable on repayment in advance of maturity of any part of the principal amount of the Loan pursuant to Section 2.05(b) of the Loan Regulations or on the redemption of any Bond prior to its maturity pursuant to Section 6.16 of the Loan Regulations: Time of Prepayment or Redemption Premium Not more than 3 years before maturity . . . . '/% More than 3 years but not more than 6 years before maturity ................... 1 o More than 6 years but not more than 11 years before maturity ................. 2% More than 11 years but not more than 16 years before maturity ................. 31/o More than 16 years but not more than 18 years before maturity ............... 434% More than 18 years before maturity ...... 534% 12 SCHEDULE 2 Desription of the Project The Project is the Investment Program of The State Railway of Thailand for the period 1961 to 1966 and is de- signed to (i) continue the rehabilitation and modernization of its physical properties, (ii) increase capacity to meet expected traffic demands and (iii) improve operating effi- cicncy and decrease operating costs. The Project includes procurement of materials and equip- ment and the execution of works. The principal features of the Project are: (a) the acquisition of about 65 diesel locomotives and about 1,650 freight cars together with spare parts and workshop equipment; (b) the replacement of about 600 kilometers of track with rails weighing not less than 70 pounds per yard and other track materials, the remodeling of the Bangsue marshaling yard and other yards and the construction or extension of sidings at about 150 stations; (c) the replacement of about 350 bridges with permanent steel or concrete bridges to permit 15-ton axle load; (d) the installation of signaling and telecommunications equipment at about 100 stations and yards; and (e) the erection of a second sl1eper impregnation plant, office buildings, staff housing and a training center.