Conformed Copy - L3603 - Tax Computerization Project - Loan Agreement

Page 1 CONFORMED COPY LOAN NUMBER 3603 PH (Tax Computerization Project) between REPUBLIC OF THE PHILIPPINES and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated July 15, 1993 AGREEMENT, dated July 15, 1993, between REPUBLIC OF THE PHILIPPINES (the "Borrower") and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the "Bank"). WHEREAS: (A) The Borrower, having satisfied itself as to the feasibility and priority of the Project described in Schedule 2 to this Agreement, has requested the Bank to assist in the financing of the Project; and WHEREAS: (B) The Bank has agreed, on the basis, inter alia, of the foregoing, to extend the Loan to the Borrower upon the terms and conditions set forth in this Agreement. NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I General Conditions; Definitions Section 1.01. The "General Conditions Applicable to Loan and Guarantee Agreements" of the Bank, dated January 1, 1985, with the modifications set forth below (the "General Conditions") constitute an integral part of this Agreement: (a) The last sentence of Section 3.02 is deleted. Page 2 (b) In Section 6.02, sub-paragraph (k) is re-lettered as sub-paragraph (l) and a new sub-paragraph (k) is added to read: "(k) An extraordinary situation shall have arisen under which any further withdrawals under the Loan would be inconsistent with the provisions of Article III, Section 3 of the Bank's Articles of Agreement. Section 1.02. Unless the context otherwise requires, the several terms defined in the General Conditions have the respective meanings therein set forth, and the following additional terms have the following meanings: (a) "BIR" means the Borrower's Bureau of Internal Revenue, established on August 1, 1904 within the Borrower's Department of Finance, pursuant to the Borrower's Reorganization Act No. 1189, dated July 2, 1904; (b) "BOC" means the Borrower's Bureau of Customs, established within the Department of Finance pursuant to the Borrower's Administrative Customs Services Act No. 355, dated February 6, 1902; (c) "DOF" means the Borrower's Department of Finance; (d) "Fiscal Year" means the twelve (12) month period corresponding to any of the Borrower's financial years, which period commences on January 1 and ends on December 31 in each calendar year; (e) "Peso" means the Borrower's unit of currency; (f) "BIR PIU" and "BOC PIU" mean the project implementation units to be established by the Borrower within BIR and BOC, respectively, pursuant to the provisions of Section 3.03 of this Agreement, "PIUs" means the BIR PIU and the BOC PIU, collectively, and "PIU" means any one of the PIUs; and (g) "BIR Special Account" and "BOC Special Account" mean the accounts referred to in Section 2.02 (b) of this Agreement, "Special Accounts" means the BIR Special Account and the BOC Special Account, collectively, and "Special Account" means any one of the Special Accounts. ARTICLE II The Loan Section 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions set forth or referred to in the Loan Agreement, various currencies that shall have an aggregate value equivalent to the amount of sixty-three million dollars ($63,000,000), being the sum of withdrawals of the proceeds of the Loan, with each withdrawal valued by the Bank as of the date of such withdrawal. Section 2.02. (a) The amount of the Loan may be withdrawn from the Loan Account in accordance with the provisions of Schedule 1 to this Agreement for expenditures made (or, if the Bank shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Project described in Schedule 2 to this Agreement and to be financed out of the proceeds of the Loan. (b) The Borrower shall, for the purposes of the Project, open and and maintain in dollars two (2) separate special deposit accounts in a commercial bank on terms and conditions satisfactory to the Bank (including appropriate protection against set-off, seizure or attachment) to be known as the BIR Special Account and the BOC Special Account, respectively. Deposits into, and payments out of, the Special Account shall be made in accordance with the provisions of Schedule 6 to this Agreement. Section 2.03. The Closing Date shall be June 30, 1999, or such later date as the Bank shall establish. The Bank shall promptly notify the Borrower of such later date. Section 2.04. 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 withdrawn from time to time. Page 3 Section 2.05. (a) The Borrower shall pay interest on the principal amount of the Loan withdrawn and outstanding from time to time, at a rate for each Interest Period equal to the Cost of Qualified Borrowings determined in respect of the preceding Semester, plus one