Philippines - Manila Urban Development Project : Loan 1282 - Loan Agreement - 1 - Conformed

OFFICIAL OAN NUMBER 1282-PH DOCUMENTS ndment) Amending Agreement to Loan Agreement (Manila Urban Development Project) between REPUBLIC OF THE PHILIPPINES and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated , 1984 LOAN NUMBER 1282-/PH (Amendment) AMENDING AGREEMENT TO LOAN AGREEMENT AGREEMENT, dated , 1984, between REPUBLIC OF THE PHILIPPINES (hereinafter alled the Borrower) and INTER- NATIONAL BANK FOR RECONSTRUCT N AND DEVELOPMENT (hereinafter called the Bank). WHEREAS the Bank and the Borrower have executed and deliv- ered a Loan Agreement (Manila Urban Development Project) dated June 9, 1976 (hereinafter called the Loan Agreement) for the purpose of assisting in the financing of the project described in Schedule 2 to the Loan Agreement (hereinafter called the Project). NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I Definitions Section 1.01. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the Loan Agreement and in the General Conditions applicable to Loan and Guarantee Agreements of the Bank, dated October 27, 1980, have the respective meanings therein set forth and the term "Amending Agreement" means this agreement between the Borrower and the Bank, dated JAna #1, 1984, amending the Loan Agreement. ARTICLE II Amendments of the Loan Agreement Section 2.016 Section 1.01 of the Loan Agreement is amended to read as follows: "Section 1.01 (a) The parties to this Agreement accept, in respect of the First Tranche (as defined in Section 2.01 of this Loan Agreement), all the provisions of the General Conditions Applicable to Loan and Guarantee Agreements of the Bank, dated March 15, 1974, with the same force and effect as if they were fully set forth herein (said General Conditions Applicable to Loan and Guarantee Agreements of -2- the Bank being hereinafter called the 1974 General Condi- tions); provided, however, that, notwithstanding the forego- ing, Section 2.01 (8) and (12) and Articles III and IV of the General Conditions Applicable to Loan and Guarantee Agreements of the Bank, dated October 27, 1980, shall apply in respect of the amounts in various currencies withdrawn from the Loan Account after the date agreed upon for the purpose between the Bank and the Borrower, with the same force and effect as if they were fully set forth herein. (b) The parties to this Agreement accept, in respect of the Second Tranche (as defined in Section 2.01 of this Loan Agreement), all the provisions of the General Condi- tions Applicable to Loan and Guarantee Agreements of the Bank, dated October 27, 1980, with the same force and effect as if they were fully set forth herein (said Oeneral Condi- tions Applicable to Loan and Guarantee Agreements of the Bank being hereinafter called the 1980 General Conditions)." Section 2.02. Section 2.01 of the Loan Agreement is amended to read as follows: "Section 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions in this Loan Agreement and in the Amending Agreement set forth or referred to, an amount in various currencies equivalent to thirty-two million five hundred thousand dollars ($32,500,000) in two tranches, the first tranche being an amount in various currencies equiva- lent to twenty-two million dollars ($22,000,000) (herein- after called the First Tranche) and the second tranche being an amount in various currencies equivalent to ten million five hundred thousand dollars ($10,500,000) (hereinafter called the Second Tranche)." Section 2.03. Section 2.02 of the Loan Agreement is renum- bered as paragraph (a) of Section 2.02 and the following new paragraph (b) is added thereto: "(b) Except as the Bank and the Borrower shall other- wise agree all amounts withdrawn from the Loan Account or made subject to a special commitment pursuant to Section 5.02 of the 1974 and 1980 General Conditions, shall initial- ly be charged against the First Tranche and disbursed in accordance with the ratio provided in paragraph 5 of Sche- -3- dule 1 to this Loan Agreement until that tranche has been exhausted, and shall thereafter be charged against the Second Tranche." Section 2.04. Section 2.04 of the Loan Agreement is amended to read as follows: "Section 2.04. The Closing Date shall be December 31, 1985 or such later date as the Bank shall establish. The Bank shall promptly notify the Borrower of such later date." Section 2.05. A proviso is added at the end of Section 2.05 of the Loan Agreement reading as follows: "; provided, however, that commitment charges on the Second Tranche shall accrue from a date sixty days after the date of the Amending Agreement." Section 2.06. Section 2.06 of the Loan Agreement is amended to read as follows: "Section 2.06. (a) The Borrower shall pay interest at the rate of eight and one-balf per cent (8-1/2%) per annum on the principal amount of the First Tranche withdrawn and outstanding from time to time. (b) The Borrower shall pay interest on the principal amount of the Second Tranche withdrawn and outstanding from time to time at a rate per annum for each Interest period equal to one half percent per annum above the Cost of Qualified Borrowings for the last Semester ending prior to the commencement of such Interest Period. (c) For purposes of paragraph (b) of this Section, it is further stipulated that: 1. As soon as practicable after the end of each Semester, the Bank shall notify the Borrower of the Cost of Qualified Borrowings for such Semester. 2. The following terms have the following meanings: (i) "Interest Period" means the six-month period com- mencing on each date specified in Section 2.07 of this Loan Agreement, including the Interest Period in which the Amending Agreement is signed; -4- (ii) "Cost" of Qualified Borrowings means the cost, expressed as a percentage per annum, as reasonably determined by the Bank, provided that the amount of $8,520.5 million referred to in (iii) (B) here- under shall be reckoned at a cost of 10.93% per annum; (iii) "Qualified Borrowings" means (A) outstanding borrowings of the Bank drawn down after June 30, 1982, and (B) until July 1, 1985, the amount of $8,520.5 million (representing borrowings of the Bank between July 1, 1981 and June 30, 1982) less any part thereof repaid earlier than July 1, 1985; and (iv) "Semester" means the first six months or the second six months of a calendar year." Section 2.07. The following new Section 2.09 is added after Section 2.08 of the Loan Agreement: "Section 2.09. (a) The Borrower shall pay to the Bank a fee equivalent to twenty-six thousand one hundred eighty- fivr- dollars ($26,185). (b) On or promptly after the date referred to in Section 3.04 of the Amending Agreement, the Bank shall, on behalf of the Borrower, withdraw from the Loan Account and pay to itself the amount of the said fee in such currency or currencies as the Bank shall determine." Section 2.08. The table in paragraph I of Schedule 1 to the Loan Agreement is amended to read as set forth in Schedule 1 to this Amending Agreement. The percentages of expenditures to be financed as set forth in Schedule 1 to this Amending Agreement shall be applicable in respect of payments made for expenditures incurred on or after the date of this Amending Agreement, provided, however, that such percentages shall be also applicable to expenditures made before that date but after October, 1, 1983 up to an aggregate amount equivalent to $1,000,000, and the percentages of expenditures to be financed as set forth in the table in paragraph 1 of Schedule 1 to the Loan Agreement shall continue to be applicable to payments for expenditures made until such date. - 5 - Section 2.09. Paragraph 5 of Schedule 1 to the Loan Agreement is amended to read as follows: "5. The proceeds of the First Tranche and of the Intermediate Term Loan shall be disbursed pro rata on the basis of a 11:5 ratio." Section 2.10. The expected completion date at the close of Schedule 2 to the Loan Agreement is amended to read "June 30, 1985" instead of "March 31, 1981". Section 2.11. Schedule 3 to the Loan Agreement is amended as set forth-in Schedule 2 to this Amending Agreement. ARTICLE III Effective Date; Termination Section 3.01. This Amending Agreement shall not become effective until evidence satisfactory to the Bank shall have been furnished to the Bank that the execution and delivery of this Amending Agreement on behalf of the Borrower have been duly authorized or ratified by all necessary governmental action. Section 3.02. As part of the evidence to be furnished pur- suant to Section 3.01 of this Amending Agreement, there shall be furnished to the Bank an opinion or opinions satisfactory to the Bank of counsel acceptable to the Bank showing, on behalf of the Borrower, that this Amending Agreement has been duly authorized or ratified by, and executed and delivered on behalf of, the Borrower and is legally binding upon the Borrower in accordance with its terms. Section 3.03. This Amending Agreement shall come into force and effect on the date upon which the Bank dispatches to the Borrower notice of its acceptance of the evidence required by Section 3.01 of this Amending Agreement. Section 3.04. If this Ame ding Agreement shall not have come into force and effect by /itXk. , 1984, this Amending Agreement and all obligati ns of the parties hereunder shall terminate, unless the Bank establishes a later date for the pur- poses of this Section. If this Amending Agreement shall terminate under the provisions of this Section, the Loan Agreement shall continue in full force and effect, as if this Amending Agreement had not been executed. -6- IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Amending Agreement to be signed in their respective names in the District of Columbia, United States of America, as of the day and year first above written. REPUBLIC OF THE PHILIPPINES By Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By Regional Vice President East Asia and Pacific - 7 - SCHEDULE 1 Withdrawals of the Proceeds of the Loan and of the Intermdiate Term Loan The table below sets forth the Categories of items to be financed out of the proceeds of the Loan and of the Intermediate Term Loan, the allocation of the amounts of the Loan and of the Intermediate Term Loan to each Category and the percentage of expenditures for items so to be financed in each Category: Amount of the Loan and of the Intermediate Term Loan Allocated % of (Expresed in Expenditures Cateory Dollar Equivalent) to be Financed (1) Civil works (a) under Part C 1,600,000 100% of foreign of the Project expenditures (b-i) under Parts A 9,800,000 30% and B of the Project (b-ii) under Part E 15,223,815 85% of the Project (2) Equipment and 6,300,000 materials under Part A, B and F of the Project and equipment, materials and pharmaceuticals under Part D of the Project (a) directly 160% of foreign imported expenditures items (b) locally 65% procured items Amount of the Loan and of the Intermediate Term Loan Allocated % of (Expresed in Expenditures Category Dollar Equivalent) to be Finpnced (3) Loans under Parts A (3), 450,000 60% of the A (5)(c), B (2) and amount of such B (4)(c) of the Project loans (4) Consultants' Services, 9,000,000 100% of foreign Technical Assistance expenditures or and Training 85% of local expenditures (5) Fee 26,185 Amount due under Section 2.09 of this Agreement TOTAL 42,500,000 - 9 - SCHEDULE 2 Amortization Schedule First Tranche The provisions of Schedule 3 to the Loan Agreement shall be deemed, including t,ie premiums on prepayment, part of this Amending Agreement in respect of the First Tranche with the same force and effect as if they were fully set forth herein. Second Tranche Payment of Principal* Date of Payment Due (Expressed in dollars) On each May 15 and November 15 beginning May 15, 1988 500,000 through May 15, 1998 * The figures in this column represent dollar equivalents determined as of the respective dates of withdrawals; see General Conditions, Section 3.04. - 10 - Premiums on Prepayment of Second Tranche The following percentages are specified as the premiums payable on repayment in advance of maturity of any portion of the principal amount of the Second Tranche pursuant to Section 3.04 (b) of the 1980 General Conditions: Time of Prepayment Premium The interest rate (ex- pressed as a percentage per annum) applicable to the balance outstanding on the Loan on the day of prepayment multiplied by: Not more than three years .21 before maturity More than three years but .43 not more than six years before maturity More than six years but .71 not more than ten years before maturity More than ten years but not .86 more than twelve years before maturity More than twelve years 1.00 before maturity INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Bank for Reconstruction and Develop- ment. In witness whereof I have signed this Certifi- cate and affixed the Seal of the Bank thereunto this day of1-mrv 1984. FOR SECRETARY