Argentina - Buenos Aires Power Project : Loan 0308 - Loan Agreement - Conformed

LOAN NUMBER 308 AR Loan Agreement (Buenos Aires Power Project) BETWEEN INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND SERVICIOS ELECTRICOS DEL GRAN BUENOS AIRES, S.A. DATED JANUARY 19, 1962 LOAN NUMBER 308 AR Loan Agreement (Buenos Aires Power Project) BETWEEN INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND SERVICIOS ELECTRICOS DEL GRAN BUENOS AIRES, S.A. DATED JANUARY 19, 1962 AGREEMENT, dated January 19, 1962, between IN- TERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOP- MENT (hereinafter called the Bank) and SERVIcIos ELEC- TRICOS DEL GRAN BUENos AIRES, S. A. (hereinafter called the Borrower). ARTICLE I Loan Regulations; Special Definitions SECTION 1.01. The parties to this Loan Agreement accept all the provisions of Loan Regulations No. 4 of the Bank dated February 15, 1961, with the same force and effect as if they were fully set forth herein, subject, however, to the following modifications thereof (said Loan Regulations No. 4 as so modified being hereinafter called the Loan Regulations) : (a) The second sentence of Section 3.02 of the Loan Regulations is deleted. (b) Section 4.01 of the Loan Regulations is deleted. (c) For the purposes of this Agreement the term "goods" as defined in paragraph 12 of Section 10.01 of the Loan Regulations shall include any property required for the Project. SECTION 1.02. Unless the context otherwise requires, the following terms wherever used in this Agreement or in the Regulations shall have the following meanings: (a) The term "Banco Industrial" means Banco Indus- trial de la Repdblica Argentina, an autonomous banking agency of the Guarantor, organized and existing pursuant to Decree Law No. 13130 of the Guarantoi, or any successor thereof. 4 (b) The term "Plan Pinedo" means the plan of action, prepared by the coordinator appointed by Decree No. 1413 of February 21, 1961 of the Guarantor, for the reor- ganization of the electricity services in the Greater Buenos Aires area and approved by Decree No. 8140 of September 14, 1961 of the Guarantor. (c) The term "Estatutos" means the estatutos of the Borrower, as approved by Resolution of the Minister of Education and Justice No. 3259 of December 29, 1961 of the Guarantor, and shall include any amendment thereof approved by the Bank. (d) The term "Concession" means the concession pro- viding for electricity rates to be granted by the Guarantor to the Borrower and referred to in Section 7.01 (c) of this Agreement. (e) The term "Interconnection System" means the 132 kV interconnection system described in part B of Schedule 2 to this Agreement, the specifications of which will be determined from time to time by agreement between the Bank and the Borrower subject to modification by further agreement between them. (f) The term "First Eximbank Credit" means credit No. 1056-A for $3,500,000 established in favor of the Borrower by the Export-Import Bank of Washington pursuant to agreement between them dated April 22, 1959. (g) The term "Second Eximbank Credit" means credit No. 1056-X for $13,200,000 established in favor of the Borrower by the Export-Import Bank of Washington pur- suant to agreement between them dated January 4, 1962. (h) The term "Sodec Obligations" means the obligations or notes in an aggregate amount not to exceed $35,000,000 equivalent issued or to be issued in series by the Borrower to Societe d'Electricite de Luxembourg or its affiliates, cer- tain series of which have been issued pursuant to Decrees 5 of the Guarantor Nos. 2645, 3904 and 12021 of April 12, 1960, April 6, 1961 and December 22, 1961, respectively, and the other series of which will be issued in 1963 and 1964, for the aggregate amount of about $15 million equivalent. (i) The term "BTH-ICL Credit" means the credit not in excess of about $50 million equivalent extended by sup- pliers of goods for the Greater Buenos Aires Thermoelec- tric Station described in part A of Schedule 2 to this Agreement. (j) The term "Metropolitan Vickers and Pirelli-Siemens Credits" means the credits not ini excess of about $23 mil- lion equivalent extended by suppliers of goods required for the Interconnection System described in part B of Schedule 2 to this Agreement. 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 ninety five million dollars ($95,000,000). 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 from the Loan Account as provided in, and subject to the rights of cancellation and suspension set forth in, this Agreement and the Loan Regulations. SECTION 2.03. Except as the Bank shall otherwise agree, the Borrower shall be entitled, subject to the provisions of this Agreement to withdraw from the Loan Account: (a) such amounts as shall have been expended for the reasonable foreign currency cost of goods to be financed under this Agreement; S 6 (b) the equivalent of a percentage or percentages to be established from time to time by agreement between the Bank and the Borrower of such amounts as shall have been expended for the reasonable cost of goods required for carrying out parts A and B of the Project described in Schedule 2 to this Agreement and not included in (a) above; and (c) if the Bank shall so agree, such amounts as shall be required by the Borrower to meet payments under each of the foregoing paragraphs; provided, however, that no withdrawals shall be made on account of: (i) expenditures prior to January 1, 1962; or (ii) expenditures made in the territories of any country (except Switzerland) which is not a member of the Bank or for goods produced in (including services supplied from) such territories. SECTION 2.04. Withdrawals from the Loan Account shall be in dollars or such other freely convertible currency or currencies as the Bank shall from time to time reasonably select. SECTION 2.05. 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 witdrawn from time to time. SECTION 2.06. 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 2.07. 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 ( of 1%) 7 per annum on the principal amount of any such special com- mitments outstanding from time to time. SECTION 2.08. Interest and other charges shall be payable semi-annually on March 1 and September 1 in each year. SECTION 2.09. 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 Agreement. The specific goods to be financed out of the proceeds of the Loan and the methods and procedures for procurement of such goods shall be determined by agree- ment between the Bank and the Borrower, subject to modi- fication by further agreement between them. SECTION 3.02. Except as the Bank shall otherwise agree, the Borrower shall cause all goods financed out of the pro- ceeds of the Loan to be used in the territories of the Giarantor exclusively in the carrying out of the Project. ARTICLE IV Bonds SECTION 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 Presidente 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 Regu- lations. S 8 ARTICLE V Particular Covenants SECTION 5.01. The Borrower shall carry out the Project with due diligence and efficiency and in conformity with sound engineering, financial and public utility practices. SECTION 5.02. The Borrower covenants that, to assist it in the carrying out of such parts of the Project as shall be agreed upon between the Bank and the Borrower, the Bor- rower will, except as the Bank shall otherwise agree, at all times employ competent and experienced consultants ac- ceptable to, and upon terms and conditions satisfactory to, the Bank. SECTION 5.03. (a) The Borrower shall at all times main- tain its corporate existence and right to carry on its opera- tions and shall take all steps necessary to acquire, maintain and renew all rights, powers, privileges and franchises which are necessary or useful in the conduct of its business. (b) Except as the Bank shall otherwise agree, the Bor- rower shall not amend, or consent to the amendment of, the Estatutos. (c) The Borrower shall operate and maintain its plants, equipment and property, and from time to time make all necessary renewals and repairs thereof, all in accordance with sound engineering and public utility practices. SECTION 5.04. (a) The Borrower shall at all times carry on its operations, conduct its affairs and maintain its finan- cial position all in accordance with sound management, business, financial and public utility principles and practices. (b) The Borrower shall at all times be managed by a qualified and experienced Comit Ejecutivo entrusted with 9 such executive functions and duties as are established in the Estatutos. (c) The Vicepresidente Ejecutivo of the Borrower and the Gerente General, if a Gerente General shall be appointed by the Borrower pursuant to the Estatutos, shall at all times be mutually acceptable to the Bank and the Borrower. SECTIONx 5.05. (a) Upon request from time to time by the Bank, the Borrower shall promptly furnish or cause to be furnished to the Bank the plans, specifications and work schedules for the Project and any material modifications subsequently made therein, in such detail as the Bank shall reasonably request. (b) 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 condition of the Borrower. (c) The Borrower shall enable the Bank's representa- tives to inspect the Project, the goods, all other plants, works, properties and equipment of the Borrower and any relevant records and documents. (d) The Borrower shall furnish to the Bank all such information as the Bank shall reasonably request concern- ing the expenditure of the proceeds of the Loan, the Proj- ect, the goods and the operations and financial condition of the Borrower. (e) The Borrower shall have its financial statements (balance sheet and related statement of earnings and ex- penses) certified annually by an independent accountant or accounting firm acceptable to the Bank and shall promptly after their preparation and not later than four months after S 10 the close of the Borrower's fiscal year transmit to the Bank certified copies of such statements and a signed copy of the accountant's or accounting firm's report. SECTION 5.06. (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 request 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 interferes with, or threatens to interfere with, the accomplishment of the purposes of the Loan or the maintenance of the service thereof. SECTION 5.07. The Borrower shall pay or cause to be paid all taxes, if any, imposed under the laws of the Guarantor or laws in effect in the territories of the Guarantor on or in connection with the execution, issue, delivery or registra- tion of this Agreement, the Guarantee Agreement, the Bonds or the protocolization, recordation and registration of the undertaking contained in Section 5.15(a) of this Agreement, or the payment of principal, interest or other charges thereunder; provided, however, that the provisions of this Section shall not apply to taxation of 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 5.08. The Borrower shall pay or cause to be paid all taxes, 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 execution, issue, 11 delivery or registration of this Agreement, the Guarantee Agreement or the Bonds, or the protocolization, recorda- tion and registration of the undertaking contained in Sec- tion 5.15(a) of this Agreement. SECTION 5.09. (a) The Borrower shall insure or cause to be insured with responsible insurers all goods financed out of the proceeds of the Loan. Such insurance shall cover such marine, transit and other hazards incident to purchase and importation of the goods into the territory of the Bor- rower and delivery thereof to the site of the Project, and shall be for such amounts, as shall be consistent with sound commercial practices. Such insurance shall be payable in dollars or in the currency in which the cost of the goods insured thereunder shall be payable. (b) In addition, the Borrower shall take out and main- tain, with good and reputable insurance companies, insur- ance against such risks and in such amounts as shall be consistent with sound public utility and business practices. SECTION 5.10. Except as the Bank shall otherwise agree, the Borrower shall not, during the period of construction of the Project, undertake, or permit to be undertaken on its behalf, any major expansion project other than the Project or make any major addition to its plants and other property. SECTION 5.11. Except as the Bank shall otherwise agree: (a) the Borrower shall obtain title to all goods financed out of the proceeds of the Loan free and clear of all encum- brances; and (b) the Borrower shall not, without the con- sent of the Bank, sell or otherwise dispose of any of its property or assets which shall be required for the efficient carrying on of its business and undertaking, including the Project, unless the Borrower shall first pay or redeem, or make adequate provision satisfactory to the Bank for pay- S S 12 ment or redemption of, all of the Loan and the Bonds which shall then be outstanding and unpaid. SECTION 5.12. (a) Except as the Bank shall otherwise agree, the Borrower shall not: (i) until the Project shall have been completed, declare or pay any dividend or make any other distribution on any of the preferred shares of capital stock of the Borrower from time to time outstanding other than a dividend payable in such preferred shares; or (ii) exchange any such preferred shares for ordinary shares; or (iii) directly or indirectly, redeem, retire, pur- chase or otherwise acquire for a consideration (other than other preferred shares) any of such preferred shares. (b) In pursuance of its corporate purposes, the Bor- rower shall: (i) establish and maintain a policy with re- spect to distribution of dividends on the outstanding ordi- nary shares of its capital stock consistent with sound finan- cial practices and the encouragement of private investment in the Borrower's electricity services; and (ii) use its best efforts to place with private investors ordinary shares of its authorized but unissued capital stock sufficient to raise the equity capital required for the diligent and timely com- pletion of the Project and, thereafter, for financing a reason- able part of the expansion of its electricity services. SECTION 5.13. The Borrower shall from time to time take all steps which shall be necessary or desirable, as permitted under the Concession, to obtain such adjustments in its rates for the sale of electricity as may be necessary to pro- vide revenues sufficient to: (a) cover all operating expenses including taxes and provide for adequate maintenance and depreciation of assets based on realistic valuations thereof ; and (b) provide a reasonable return on the Borrower's net investment. SECTION 5.14. Except as the Bank shall otherwise agree, the Borrower shall not: (a) prior to the completion of the 13 Project incur any indebtedness (other than the First Exim- bank Credit, the Second Eximbank Credit, the Sodec Obli- gations, the BTH-ICL Credit, and the Metropolitan Vickers and Pirelli-Siemens Credits); and (b) after the completion of the Project incur any indebtedness if after the incurrence of any such indebtedness (i) the net assets of the Borrower would be less than one and one-half times the total indebted- ness of the Borrower, including the indebtedness proposed to be incurred, and (ii) the net income of the Borrower for the fiscal year next preceding such incurrence or for a later consecutive twelve-month period, whichever is the greater, shall be less than one and three-quarters times the esti- mated maximum interest payments and other charges for any succeeding fiscal year on all indebtedness, including the indebtedness proposed to be incurred. For the purposes of this Section: 1. The term "indebtedness' shall include the assumption of indebtedness and shall i ,an all indebtedness of the Borrower maturing by its terms more than one year after the date of its incurrence; 2. Indebtedness shall be deemed to be incurred on the day such indebtedness becomes outstanding and repay- able in accordance with the loan contract or agreement providing therefor; 3. The term "net assets" shall mean: (i) net assets in operation plus (ii) the cost of construction work in prog- ress determined according to sound accounting practices; and the determination and valuation of such net assets in operation shall be made as provided in the Concession for the purpose of fixing the rate base (base tarifaria) for the Borrower; 4. The term "net income " shall mean gross income from all sources, adjusted to take account of electricity rates in effect at the time of the incurrence of indebtedness even though such rates were not in effect during the fiscal year S S 14 or twelve-month period to which such income relates, less all operating and administrative expenses, including pro- vision for all taxes other than income taxes and for de- preciation of assets but before provision for interest and other charges on indebtedness and income taxes; and 5. Whenever for the purposes of this Section it shall be necessary to value, in terms of the currency of the Guarantor, indebtedness payable in another currency, such valuation shall be made on the basis of the prevail- ing lawful rate of exchange at which such other currency is, at the time of such valuation, obtainable for the pur- poses of servicing such indebtedness. SECTION 5.15. (a) Except as the Bank shall otherwise agree: (i) the Borrower shall not voluntarily create or suf- fer to be created any mortgage, pledge or other right in rem on any of its assets in favor of third parties unless the Borrower shall at the same time create, in favor of the Bank, a mortgage, pledge or other right in rem, satisfactory to the Bank, which shall have priority and preference to, and shall rank ahead of, the mortgage, pledge or other right in rem first above mentioned, and, in the creation of any such mortgage, pledge or right in rem, the Borrower shall make express provision for the submission thereof to the priority, preference and prior rank of the Bank's rights; and (ii) if any such mortgage, pledge or other right in rem shall be created by operation of law the Borrower shall create in favor of the Bank an equivalent mortgage, pledge or other right in rem satisfactory to the Bank which shall secure the payment of the principal of, and interest and other charges on, the Loan and the Bonds; provided, how- ever, that the provisions of this Section 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 ordi nary course of banking transactions and securing a debt maturing not more than one year after its date. 15 (b) As soon as practicable after the date of this Agree- ment, the Borrower shall: (i) in accordance with the laws of the Guarantor, duly protocolize, record and register, or at the Bank's request take any action required to enable the Bank to protocolize, record and register, the undertak- ing contained in paragraph (a) of this Section in such man- ner and places as may be required under the laws of the Guarantor to make such undertaking valid and binding in favor of the Bank and of the holders from time to time of the Loan and the Bonds and enforceable against the Bor- rower and all third parties in accordance with its terms; and (ii) furnish to the Bank an opinion or opinions satis- factory to the Bank of counsel acceptable to the Bank that such undertaking has been duly protocolized, recorded and registered in such manner and places as may be required under the laws of the Guarantor to make such undertaking valid and binding in favor of the Bank and of the holders from time to time of the Loan and the Bonds and enforce- able against the Borrower and all third parties in accord- ance with its terms. (c) The Borrower shall pay all reasonable charges, fees and expenses in connection with the foregoing. ARTICLE VI Remedies of the Bank SECTION 6.01. (i) If any event specified in or for the purposes of paragraph (a), paragraph (b), paragraph (e) or paragraph (j) 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 Sec- tion 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 continuance thereof, the Bank, at its option, may declare the principal of the 16 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, any- thing in this Agreement or in the Bonds to the contrary notwithstanding. SECTION 6.02. For the purposes of Section 5.02(j) of the Loan Regulations, the following additional events are speci- fled: (a) the arrangements referred to in Section 7.01 (d) of this Agreement shall have been amended or terminated without the prior consent of the Bank; and (b) a change in the Estatutos or in the Concession shall have been made without the prior consent of the Bank. ARTICLE VII Effective Date; Termination SECTION 7.01. The following events are specified as addi- tional conditions to the effectiveness of this Agreement within the meaning of Section 9.01 (c) of the Loan Regulations: (a) the Tribunal de Cuentas of the Guarantor has examined this Agreement and the Guarantee Agree- ment in accordance with the laws of the Guarantor and has issued its opinion thereon without formulating any objection thereto; (b) all necessary governmental and corporate action has been taken with respect to the transfer by the Guarantor to the Borrower, on terms and conditions satisfactory to the Bank, of assets of the Guarantor consisting of : (i) the Greater Buenos Aires Thermo- electri. Station described in part A of Schedule 2 to this Agreement; (ii) the Interconnection System; and (iii) the distribution system and related property situ- ated in the fourteen municipalities (Partidos) of the 17 province of Buenos Aires listed in the second sentence of Article 4 of Law No. 14,772 of the Guarantor; (c) the Guarantor has granted the Borrower a con- cession providing for electricity rates which, in the opinion of the Bank, will enable the Borrower to meet its obligations under this Agreement and the Con- cession has become effective; (d) arrangements satisfactory to the Bank have been completed between the Guarantor and Banco Indus- trial, as foreseen in the Plan Pinedo, with respect to: (i) the terms and conditions under which the shares of capital stock of the Borrower beneficially owned by the Guarantor will be held by Banco Industrial for the Guarantor and (ii) the later sale of such shares by Banco Industrial to private investors; (e) the undertaking contained in Section 5.15 (a) of this Agreement is legally capable of being protocolized, recorded and registered and that, when duly proto- colized, recorded and registered in accordance with the laws of the Guarantor, such undertaking will be valid and binding in favor of the Bank and of the holders from time to time of the Loan and the Bonds and enforceable against the Borrower and all third parties in accordance with its terms; (f) an extension of time, on terms and conditions satisfactory to the Bank, has been given to the Bor- rower with respect to the BTH-ICL Credit and the Metropolitan Vickers credit referred to in Section 1.02(j) of this Agreement; (g) arrangements satisfactory to the Bank have been made with the consultants employed with respect to the construction of the Greater Buenos Aires Thermo- electric Station described in part A of Schedule 2 to this Agreement so that, among other things, the con- sultants are directly legally responsible to the Bor- rower; and 18 (h) the Borrower has certified in writing to the Bank that, as of a date to be agreed between the Bank and the Borrower (which shall be prior to the Effective Date), there has been no material adverse change in its condition since the date of this Agreement. SECTION 7.02. The following are specified as additional matters, within the meaning of Section 9.02 (c) of the Loan Regulations, to be included in the opinion or opinions to be furnished to the Bank subject to such exceptions, satisfac- tory to the Bank, as shall be stated therein: (a) that the action provided for in Section 7.01 (b) of this Agreement has been duly and validly taken and that: (i) the Borrower has possession of, and clear title to, the properties listed in such Section and (ii) all acts, consents and approvals of the Guarantor and its agencies which are necessary therefor have been duly and validly performed or given; (b) that the action provided for in paragraph (c) of Section 7.01 of this Agreement has been duly and validly taken, and the Concession has become fully effective in accordance with its terms; (c) that the arrangements provided for in Section 7.01 (d) of this Agreement are valid and binding on the Guarantor and Banco Industrial in accordance with their terms; and (d) that the undertaking contained in Section 5.15 (a) of this Agreement is legally capable of being proto- colized, recorded and registered and that, when duly protocolized, recorded and registered in accordance with the laws of the Guarantor, such undertaking will be valid and binding in favor of the Bank and of the holders from time to time of the Loan and the Bonds and enforceable against the Borrower and all third parties in accordance with its terms. 19 SECTION 7.03. A date 90 days after the date of this Agree- ment is hereby specified for the purposes of Section 9.04 of the Loan Regulations. ARTICLE VIII Miscellaneous SECTION 8.01. The Closing Date shall be December 31, 1964, or such other date as shall be agreed by the Bank and the Borrower as the Closing Date. SECTION 8.02. The following addresses are specified for the purposes of Section 8.01 of the Loan Regulations: For the Borrower: Servicios Elctricos del Gran Buenos Aires, S.A. Balcarce 184 Buenos Aires, Argentina Alternative address for cablegrams and radiograms: Selbasa Buenos Aires 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 S 20 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 W. A. B. ILIFF Vice President SERvIcIos ELECTRICOS DEL GRAN BUENOS AIRES, S.A. By ENRIQUE BUTTY Luis M. GOTELLI Authorized Representatives 21 SCHEDULE 1 Amortization Schedule Payment of Principal Date Payment Due (expressed in dollars)* March 1, 1965 1,100,000 September 1, 1965 1,135,000 March 1, 1966 1,165,000 September 1, 1966 1,200,000 March 1, 1967 1,235,000 September 1, 1967 1,270,000 March 1, 1968 1,305,000 September 1, 1968 1,345,000 March 1, 1969 1,380,000 September 1, 1969 1,420,000 March 1, 1970 1,460,000 September 1, 1970 1,505,000 March 1, 1971 1,545,000 September 1, 1971 1,590,000 March 1, 1972 1,640,000 September 1, 1972 1,685,000 March 1, 1973 1,735,000 September 1, 1973 1,785,000 March 1, 1974 1,835,000 September 1, 1974 1,885,000 March 1, 1975 1,940,000 September 1, 1975 1,995,000 March 1, 1976 2,055,000 September 1, 1976 2,115,000 March 1, 1977 2,175,000 September 1, 1977 2,235,000 March 1, 1978 2,300,000 September 1, 1978 2,365,000 March 1, 1979 2,435,000 September 1, 1979 2,505,000 March 1, 1980 2,575,000 September 1, 1980 2,650,000 March 1, 1981 2,730,000 September 1, 1981 2,805,000 March 1, 1982 2,885,000 September 1, 1982 2,970,000 March 1, 1983 3,055,000 September 1, 1983 3,145,000 March 1, 1984 3,235,000 September 1, 1984 3,325,000 March 1, 1985 3,420,000 September 1, 1985 3,520,000 March 1, 1986 3,620,000 September 1, 1986 3,725,000 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 purposes of withdrawal. S 22 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 three years before maturity ....................... 1/2 of 1% More than three years but not more than six years before maturity ...... 1% More than six years but not more than eleven years before maturity......... . 13/4 % More than eleven years but not more than sixteen years before maturity... 21/2% More than sixteen years but not more than twenty-one years before maturity 31/2% More than twenty-one years but not more than twenty-three years before maturity ......................... 43% More than twenty-three years before maturity ......................... 534% 23 SCHEDULE 2 Description of Project The Project consists of: A. the completion of the Greater Buenos Aires Thermo- electric Station, presently under construction in the port area of Buenos Aires on reclaimed land north of the mouth of the Riachuelo, with an installed capacity of 600 MW represented by five 120 MW units, with all auxiliaries and installations required to put the station into operation at full capacity, including the 132 kV step-up substation; B. the completion of the 132 kV interconnection system now under construction in the Greater Buenos Aires area and related facilities; and C. the necessary expansion of the Borrower's distribution system to be carried out in 1962, 1963 and 1964. S S