Selanjutnya
Agreement
Regarding Utilization of the Facility
From
The Government of the People's Republic of China
To
The Government of the Republic of Indonesia
Between
The Export-Import Bank of China
and
The Ministry of Finance of the Republic of Indonesia
Dec 22, 2008
This General Agreement (hereinafter referred to as "Agreement") is made
between the Export-Import Bank of China, and the Ministry of Finance of
the Republic of Indonesia.
Whereas:
(I) The Government of the People's Republic of China agrees to provide a
Preferential Buyer's Credit to the Government of the Republic of Indonesia for the
purpose of supporting the importation of Chinese equipments, mechanical goods
by Indonesia's importers and implementing projects mutually agreed by both
Governments in but not limited to infrastructure and industrial sectors to be
executed by Chinese contractors;
(2) The Government of the Republic of Indonesia has accepted the Government of
the People's Republic of China's Preferential Buyer's Credit for the financing of
the importation of Chinese equipments, mechanical goods and the projects in but
not limited to infrastructure and industrial sectors to be executed by Chinese
contractors;
(3) The Export-Import Bank of China and the Ministry of Finance of the Republic
of Indonesia have been designated by their respective governments to execute the
Agreement.
Therefore, the Export-Import Bank of China and the Ministry of Finance of the
Republic oflndonesia hereby mutually agree as follows:
Article 1
1.1 The Export-Import Bank of China (hereinafter referred to as " the Lender")
hereby agrees to make it available to the Ministry of Finance of the Republic of
Indonesia a Loan not exceeding USD 800,000,000 (Say Eight Hundred Million
US Dollars only).
1.2 The Ministry of Finance of the Republic of Indonesia shall act as Borrower
(hereinafter referred to as "the Borrower") for utilizing the Loan by signing
Individual Loan Agreements (hereinafter referred to as "Individual Loan
Agreement") under this Agreement with the Lender to finance particular
Commercial Contracts (hereinafter referred to as "the Commercial Contract") of
the above-mentioned projects.
1.3 As the Loan is Preferential Buyer's Credit, this Agreement and each
Individual Loan Agreement under it should not be bound by the agreements
between the Indonesian Government and any other party.
2
Article 2
2.1. The Loan shall be solely used for financing the Commercial Contracts of the
above-mentioned projects, which should be recommended by the Ministry of
Finance of the Republic of Indonesia, and which should be accepted by the Lender,
which will be entered into by and between the Chinese Supplier and the
Indonesian Buyer.
2.2 The entire proceeds of the Loan shall be applied by the Borrower for the sole
purpose of financing up to eighty-five percent (85%) of total contract price of each
Commercial Contract in principle. This percentage of financing portion could be
higher according to the real needs of individual project, but should not be higher
than ninety percent (90%).
2.3 The Loan shall be used in accordance with the following procedures and in the
following manner:
2.3.1 After any Commercial Contract has been approved by the government of the
Republic of Indonesia, the Borrower shall apply to the Lender for the Individual
Loan.
2.3.2 After appraisal by the Lender concerning the terms and conditions applied
for, provided the application is accepted, the Lender shall inform the Borrower in
written form of its agreement to include the financing of the Commercial Contract
concerned under the Agreement.
2.3.3. Concerning each Commercial Contract, the Lender shall sign Individual
Loan Agreement with the Borrower in which the concrete terms and conditions
will be specified.
2.3 .4 For each Commercial Contract, the Borrower shall authorize Bank Indonesia
to handle the subsequent procedure, if necessary. All relevant procedures should be
specified in respective Individual Loan Agreement.
Article 3
3.1 The repayment shall be made by equal, consecutive semi-annual installments.
Amounts due shall be repaid in US dollars without any deduction.
3.2 The tenor of Individual Loan Agreement shall be fifteen (15) years, which
shall consist of the Grace Period (including the Disbursement Period), in which
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only the interests accrued shall be paid, and the Repayment Period, in which both
the interest and principal will be due and paid.
3.3 The Grace Period of each project financed under this Agreement shall be seven
years at the longest which should be determined on a case by case basis in the
Individual Loan Agreement.
Article 4
4.1 The Interest Rate applicable to this Agreement shall be three percent (3%) per
annum. Interest shall accrue on a day to day basis, and be calculated on the basis
of the actual number of days elapsed on a 360-day year, including the first day of
the period during which it accrues but excluding the last, and shall be paid in
arrears on January 21 and July 21 each year.
4.2 The commitment fee and management fee for each Individual Loan Agreement
shall be specified in each Individual Loan Agreement.
Article 5
Conditions Precedent to the effectiveness of this Agreement:
5.1 A letter provided by the Ministry of Finance of the Republic of Indonesia
confirming that all necessary formalities have been completed in order to ensure
that this Agreement is valid, enforceable and legally binding.
5.2 A legal opinion issued by Legal Bureau of the Ministry of Finance of
Indonesia confirming that the obligations under this Agreement are valid and
binding obligations.
Article 6
All applications for financing of the Commercial Contracts shall be submitted by
the Borrower to the Lender within Two (2) years from the signing date of this
Agreement. No applications after the Expiry Date of the aforesaid period shall be
accepted by the Lender unless such validity is extended by arrangement in writing
between the two parties hereto in advance.
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Article 7
Law and Jurisdiction:
7.1 This Agreement and each Individual Loan Agreement under it shall be
governed by and construed in accordance with the laws of the People's Republic
of China. The Borrower and the Lender agree that any legal proceedings arising
out of or in connection with this agreement may be brought in the courts of the
People's Republic of China and irrevocably submit to the non-exclusive
jurisdiction of such courts.
7.2 The Borrower hereby irrevocably declares that its obligations to the Lender
under each Individual Loan Agreement are of a purely commercial nature and the
Borrower hereby irrevocably and unconditionally waives any immunity to which it
or its property may at anytime be or become entitled, whether characterized as
sovereign immunity or otherwise, from any set-off or legal action in the People's
Republic of China or elsewhere, provided that the foregoing waiver shall not apply
to the property which is used by a diplomatic of consulate mission of the
Borrower· s country, or of a military character and under the control of a military
authority of defense agency.
Article 8
The terms and conditions which are not mentioned in this Agreement shall be
specified in Individual Loan Agreement.
Article 9
This Agreement is drawn up in two originals in English and shall become effective
upon the satisfaction of all conditions precedent stipulated in Article 5.
Signed in Jakarta, on Dec 22, 2008.
The Export-Import Bank of China
Signed
Mr. Li Ruogu
Chairman and President
The Ministry of Finance of the Republic
of Indonesia
Signed
Mr. Rahmat Waluyanto
Director General of Debt Management
5
Regarding Utilization of the Facility
From
The Government of the People's Republic of China
To
The Government of the Republic of Indonesia
Between
The Export-Import Bank of China
and
The Ministry of Finance of the Republic of Indonesia
Dec 22, 2008
This General Agreement (hereinafter referred to as "Agreement") is made
between the Export-Import Bank of China, and the Ministry of Finance of
the Republic of Indonesia.
Whereas:
(I) The Government of the People's Republic of China agrees to provide a
Preferential Buyer's Credit to the Government of the Republic of Indonesia for the
purpose of supporting the importation of Chinese equipments, mechanical goods
by Indonesia's importers and implementing projects mutually agreed by both
Governments in but not limited to infrastructure and industrial sectors to be
executed by Chinese contractors;
(2) The Government of the Republic of Indonesia has accepted the Government of
the People's Republic of China's Preferential Buyer's Credit for the financing of
the importation of Chinese equipments, mechanical goods and the projects in but
not limited to infrastructure and industrial sectors to be executed by Chinese
contractors;
(3) The Export-Import Bank of China and the Ministry of Finance of the Republic
of Indonesia have been designated by their respective governments to execute the
Agreement.
Therefore, the Export-Import Bank of China and the Ministry of Finance of the
Republic oflndonesia hereby mutually agree as follows:
Article 1
1.1 The Export-Import Bank of China (hereinafter referred to as " the Lender")
hereby agrees to make it available to the Ministry of Finance of the Republic of
Indonesia a Loan not exceeding USD 800,000,000 (Say Eight Hundred Million
US Dollars only).
1.2 The Ministry of Finance of the Republic of Indonesia shall act as Borrower
(hereinafter referred to as "the Borrower") for utilizing the Loan by signing
Individual Loan Agreements (hereinafter referred to as "Individual Loan
Agreement") under this Agreement with the Lender to finance particular
Commercial Contracts (hereinafter referred to as "the Commercial Contract") of
the above-mentioned projects.
1.3 As the Loan is Preferential Buyer's Credit, this Agreement and each
Individual Loan Agreement under it should not be bound by the agreements
between the Indonesian Government and any other party.
2
Article 2
2.1. The Loan shall be solely used for financing the Commercial Contracts of the
above-mentioned projects, which should be recommended by the Ministry of
Finance of the Republic of Indonesia, and which should be accepted by the Lender,
which will be entered into by and between the Chinese Supplier and the
Indonesian Buyer.
2.2 The entire proceeds of the Loan shall be applied by the Borrower for the sole
purpose of financing up to eighty-five percent (85%) of total contract price of each
Commercial Contract in principle. This percentage of financing portion could be
higher according to the real needs of individual project, but should not be higher
than ninety percent (90%).
2.3 The Loan shall be used in accordance with the following procedures and in the
following manner:
2.3.1 After any Commercial Contract has been approved by the government of the
Republic of Indonesia, the Borrower shall apply to the Lender for the Individual
Loan.
2.3.2 After appraisal by the Lender concerning the terms and conditions applied
for, provided the application is accepted, the Lender shall inform the Borrower in
written form of its agreement to include the financing of the Commercial Contract
concerned under the Agreement.
2.3.3. Concerning each Commercial Contract, the Lender shall sign Individual
Loan Agreement with the Borrower in which the concrete terms and conditions
will be specified.
2.3 .4 For each Commercial Contract, the Borrower shall authorize Bank Indonesia
to handle the subsequent procedure, if necessary. All relevant procedures should be
specified in respective Individual Loan Agreement.
Article 3
3.1 The repayment shall be made by equal, consecutive semi-annual installments.
Amounts due shall be repaid in US dollars without any deduction.
3.2 The tenor of Individual Loan Agreement shall be fifteen (15) years, which
shall consist of the Grace Period (including the Disbursement Period), in which
3
only the interests accrued shall be paid, and the Repayment Period, in which both
the interest and principal will be due and paid.
3.3 The Grace Period of each project financed under this Agreement shall be seven
years at the longest which should be determined on a case by case basis in the
Individual Loan Agreement.
Article 4
4.1 The Interest Rate applicable to this Agreement shall be three percent (3%) per
annum. Interest shall accrue on a day to day basis, and be calculated on the basis
of the actual number of days elapsed on a 360-day year, including the first day of
the period during which it accrues but excluding the last, and shall be paid in
arrears on January 21 and July 21 each year.
4.2 The commitment fee and management fee for each Individual Loan Agreement
shall be specified in each Individual Loan Agreement.
Article 5
Conditions Precedent to the effectiveness of this Agreement:
5.1 A letter provided by the Ministry of Finance of the Republic of Indonesia
confirming that all necessary formalities have been completed in order to ensure
that this Agreement is valid, enforceable and legally binding.
5.2 A legal opinion issued by Legal Bureau of the Ministry of Finance of
Indonesia confirming that the obligations under this Agreement are valid and
binding obligations.
Article 6
All applications for financing of the Commercial Contracts shall be submitted by
the Borrower to the Lender within Two (2) years from the signing date of this
Agreement. No applications after the Expiry Date of the aforesaid period shall be
accepted by the Lender unless such validity is extended by arrangement in writing
between the two parties hereto in advance.
4
Article 7
Law and Jurisdiction:
7.1 This Agreement and each Individual Loan Agreement under it shall be
governed by and construed in accordance with the laws of the People's Republic
of China. The Borrower and the Lender agree that any legal proceedings arising
out of or in connection with this agreement may be brought in the courts of the
People's Republic of China and irrevocably submit to the non-exclusive
jurisdiction of such courts.
7.2 The Borrower hereby irrevocably declares that its obligations to the Lender
under each Individual Loan Agreement are of a purely commercial nature and the
Borrower hereby irrevocably and unconditionally waives any immunity to which it
or its property may at anytime be or become entitled, whether characterized as
sovereign immunity or otherwise, from any set-off or legal action in the People's
Republic of China or elsewhere, provided that the foregoing waiver shall not apply
to the property which is used by a diplomatic of consulate mission of the
Borrower· s country, or of a military character and under the control of a military
authority of defense agency.
Article 8
The terms and conditions which are not mentioned in this Agreement shall be
specified in Individual Loan Agreement.
Article 9
This Agreement is drawn up in two originals in English and shall become effective
upon the satisfaction of all conditions precedent stipulated in Article 5.
Signed in Jakarta, on Dec 22, 2008.
The Export-Import Bank of China
Signed
Mr. Li Ruogu
Chairman and President
The Ministry of Finance of the Republic
of Indonesia
Signed
Mr. Rahmat Waluyanto
Director General of Debt Management
5