Conformed Copy - L3846 - Zhejiang Power Development Project - Loan Agreement

Page 1 CONFORMED COPY LOAN NUMBER 3846 CHA LOAN AGREEMENT (Zhejiang Power Development Project) between PEOPLE'S REPUBLIC OF CHINA and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated May 25, 1995 LOAN NUMBER 3846 CHA LOAN AGREEMENT AGREEMENT, dated May 25, 1995, between PEOPLE'S REPUBLIC OF CHINA (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; (B) the Borrower intends to contract from certain financial institutions a syndicated loan in an amount of one hundred million dollars ($100,000,000) and a syndicated loan in an amount equivalent to fifty million dollars ($50,000,000) (both syndicated loans hereinafter referred to as the Syndicated Loans) to assist in financing a portion of Part A of the Project on the terms and conditions set forth in syndicated loan agreements (the Syndicated Loan Agreements) to be entered into between the Borrower and the said financial institutions; (C) The Project will be carried out by Zhejiang Provincial Electric Power Company (ZPEPC) with the Borrower's assistance and, as part of such assistance, the Borrower will make available to ZPEPC the proceeds of the Loan as provided in this Agreement; and WHEREAS 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 and in the Project Agreement of even date herewith between the Bank and ZPEPC; Page 2 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. (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 and in the Preamble to this Agreement have the respective meanings therein set forth and the following additional terms have the following meanings: (a) "Action Plan" means ZPEPC's implementation plan dated January 19, 1995 for power sector reform in Zhejiang, including commercialization and corporatization of ZPEPC, as said plan may be modified from time to time in agreement with the Borrower and the Bank. (b) "Affected Person" or "Affected Persons" means individually the person and collectively the persons whose right, title or interest in any property/assets is acquired or is intended to be acquired or whose property/assets is otherwise possessed or intended to be possessed and who as a result thereof has been or would be displaced or dispossessed from his/their habitat or land or precluded from carrying out his/their business, occupation or work or dispossessed of any portion of his/their property/assets on account of the execution of Parts A, B and C of the Project. (c) "Charter" means the Charter of ZPEPC, dated March 30, 1990, or any revised or new charter or such other instrument adopted by ZPEPC in place thereof in agreement with the Borrower and the Bank. (d) "Project Agreement" means the agreement between the Bank and Zhejiang Provincial Electric Power Company (ZPEPC) of even date herewith, as the same may be amended from time to time, and such term includes all schedules and agreements supplemental to the Project Agreement. (e) "Special Account" means the account referred to in Section 2.02 (b) of this Agreement. (f) "Subsidiary Loan Agreement" means the agreement to be entered into between the Borrower and ZPEPC pursuant to Section 3.01 (b) of this Agreement, as the same may be amended from time to time, and such term includes all schedules to the Subsidiary Loan Agreement; and the term