Selanjutnya

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Loan No. 497-H-024

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LOAN

AGREEMENT

(Indonesia: Semarang Ste am Power Stati on)

BETWEEN THE
GOVERNMENT OF INDONESIA
AND
PERUSAHAAN LISTRIK NEGARA
AND THE
UNITED STATES OF AMERICA

TABLE OF CONTENTS
Section Number
ARTICLE I

SECTION 1. 1
SECTION 1. 2
ARTICLE II
SECTION
SECTION
SECTION
SECTION

2.
2.
2.
2.

1
2
3
4

ARTICLE III
SECTION 3. 1

SECTION 3 . 2
SECTION 3. 3
SECTION 3. 4
ARTICLE IV
SECTION 4. 1
SECTION 4. 2
SECTION 4. 3

ARTICLE V

SECTION 5. 1
SECTION 5. 2
ARTICLE VI
SECTION
SECTION
SECTION
SECTION
SECTION
SECTION
SECTION

SECTION
SECTION
SECTION
SECTION

6. 1
6. 2
6. 3
6. 4
6. 5
6. 6
6. 7

6. 8
6. 9
6. 10
6. 11

Page
The Loan


1

The Loan
Project

1
l

Borrower Repayment Terms and Interest

2

Interest
Principal
Applicati o n and P l ace of Payment
Prepayment

2
2

3
3

Conditions Precedent

3

Conditions Precede nt to Initial Financing
Conditions P r e cedent t o Financing Construction
Services
Terminal Dates for Fulfillment of Conditions
Precedent
Notification of Meeti ng of C o nditions Precedent

3
5

Disbursements

7


Requests for L etters of Commitment
Othe r Forms of Dis.ourseme nt
T erminal Date for Requests for CommiL'"'1ent
Documents and for Disbursement s

7
7
7

Particular Covenants and Warrantit::i.::. daH.:m

and the objectives stated in Section 5 . Zh ) n ereof;
(b)

take all neces sa:ry action for accomplishment of the
gene ral objectives s tated in Section 5. Z(a) hereoi;

(c)


make a vailable foreign exchange to Beneficiary from
sources other than the proceeds of this L oan to pu!"chase

third country equipment necessary to c omplete
preparation and earthwork for the P roj ect;

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(d)

make available to Beneficiary any Indonesian currency
necessary for the completion of the steam power plant
described in Section 1. Z above;

(e)


from completion of the steam power plant described in
Section 1. 2 above until such time as Beneficiary may
become an autonomous, non-budget supported corporation,
assist the Beneficiary in obtaining funds sufficient to meet
the operating and maintenance expenses necessa ry for the
effective utilization of said plant;

(f)

assist the Beneficiary to carry out the Project, or cause
the Project to be carried out, with due diligence and
efficiency, and in conformity with sound engineering,
construction, financial, administrative , acd
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practices, and any plans, specifications, contracts ,

schedules and other arrangements, togethe r with all
modific ations therein, approved by A . I. D. pursuant to
this agreement.
SECTION 5. 2.

Beneficiary's Covenants .

The Benefida:ry

covenants and agrees that it shall:
(a)

Perform its obligations as prescribed in Article II of
the Project Agreement with the International Deve l o pment
Association (Credit Number 165 IND) and implement said
undertaking s within the time limits prescribed in said

- 10 Project Agreement, or as A. I. D. may agree otherwise with
respect to application of this covenant.


In carrying out the

recommendations of the m.anagement consultants under

Section Z. OZ(b) of the Project Agreement with the International
Develo pment A ss ociation, Beneficiary agrees to the following
general objectives that should govern Beneficiary's organization, structure, authority and operations and further agrees
that Beneficiary 1 s program to implement the recommendations
of the management consultants as required by Section 2. 02(b)
of that agreement shall be in accordance with the objectives
hereafter set forth and that said program shall be as Borrower,
Beneficiary and A. I. D. shall consider appropriate;
(i)

A revised schedule of electricity ta:eHfs and charges
fixed at such levels as should pro...ride Beneficia ry
with revenue sufficient (a) t o c over all its operating
expenses, including administration and overhead
expenses, maintenance, depreciation, and taxes,
and interest on, and to the extent it exceeds

depreciation, amortization of debt, and (b) to
provide a reasonable return on its asset s and to
financ e a reasonable portion of its capital
expenditures.

- 11 (ii)

A revaluation of Beneficiary's fixed assets in

accordance with sound public utility practice;
(iii)

F ull and exclusive responsibility vested in
Beneficiary for the public electric power sector
of t he Borrower, including planning, procurement,
construction, operation, maintenance and ownership
of all facilities therein;

(iv)

Management organization and employment practices
including staffing patterns, salary stru cture and
employee qualifications, in accordance with sound
public utility practice;

(v)

Operating practices, including records, accounting
syst em, billing and c ollection procedure £! . iinancial
planning and administration, insurance, repair and
maintenance procedures, and pro cedures fo r systems
operations, all in accordance with sound public utility
practice;

(vi)

Standards fo r the electric power system includi ng
standards for equipment, materials, construction, and
operation and maintenance in accordance with sound
public utility practice.

(b)

Repleni s h the Indonesian currency reserve fund required in
Section 3. 2(a) hereof whenever nec essary to maintain said
fund at the level set forth in Section 3 . 2(a) hereof:

- 12 -

(c)

Carry out the Project, or cause the Proj ect to b e carrdP,d
out, with due diligence and efficiency, and in conformity
with sound enginee ring, construction, financial, administrative
and management practices, and any plans , spe cifications,
contracts, schedules and other arrangements , and with all
modifications therein, approved by A. I. D . pursuant to this
Agreement.

(d)

Except as A . I. D. may otherwise agree in w riting, furnish to
A. I. D. for its approval:
( 1)

All plans, specifications and construction sche dules
rel a ted t o the Proje c t , and any modifications ther eof,

prior to their implementation;
(2)

All bid documents and documents conce rning thl""
solicitation of proposals relating to t h e goo d s a nd
servi c es financed under the Loan, u1J any modifications
thereof, prior to their issuance;

(3 ) All contracts financed u n der the L oan, and any modifi cations thereof, prior to t heir e x ecution.
(e)

Adequately maintain, repair, and o perate, in a c c ordance with
sound public utility practice, all Eligible Items, and any
faciliti es constructed in connection with their use.

- 13 -

ARTICLE VI.
General Covenants , Warranties and Agreements
SECTION 6 . 1.

Utilization of Eligible Items.

All Eligible Items

shall be used exclusively in carrying out and operating the Project.

This

restriction s hall apply only until such time as such goods can no longer
be usefully employed for the Project, provided that no goods financed
hereunder shall be exported from the Republic of Indonesia without the
prior written approval of A. I. D. , and provided further that no Eligible
Items shall at any time be used to promote or assist any project or activity
associated with or fin anced by any country not included in Code 935 of the
A . I. D. Geographic C ode Book as in effect at the time of such projected
use except with the prior written consent of A. I. D.
SECTION 6. 2.

Information and Marking.

The B er..eficiary shall

give publicity to the Loan provided for herein and the Project as a program
of United States aid, identify the Project site, and mark goods financed
under such Loan as prescribed in Implementation Letters.
SECTION 6. 3 .

Notice of Material Developments.

The Borrower

and the Beneficiary have disclosed to A. I. D. all circumstances which may
materially affe ct the Project or the discharge of their obligations under this
Loan Agreement, and shall inform A. I. D. of any conditions which may
constitute a default hereunder or which interfere, or which it is reasonable
to believe may interfere , w ith the Project or the discharge of any of their
obligations hereunder.

- 14 SECTION 6. 4.

Inspections.

The authorized representatives of

A. I. D. shall have the right at a ll reasonable times, whether prior to completion
of the P roject o r subsequent thereto, t o inspect the Project, the utili zation
of all Eligible Items, t he books and records referred to in Section 6. 10
and any ot her documents, correspondence, memoranda, or records relating
to the Loan provided for herein or to the Project.

The Borrower and the

Beneficiary shall cooperate with A. I. D. to facilitate such inspections and
shall affo rd a reasonable opportunity for aut horized repre sentatives of

A. I. D. to visit any part of the Republic of Indonesia for any purpose related
to the L oan provided for herein.
SECTION 6. 5.

Taxes and Duties.

The Borrower covenants and

agrees that this Loan Agreement and the Loan provided for herein shall be
fre e fr om, and the Principal and interest shall be paid to A. I. D. without
deduction for and free from, any t axation or fees imposed ·u nder any laws
or decrees in effect within the Republic of Indonesia or any such taxes or
fees so imposed or payable shall be reimbursed by the Borrower.

To the

extent that (a) any contractor, including any consulting firm, any personnel
o f s u ch contractor financed hereunder, and any property or transactions
relating to such contrac ts and (b) any commodity procurement transaction
financed hereunder, are n ot exempt from i dentifiable taxes, tariffs, duties
and other levies impo sed under laws in effect in the country of the Borrower,
the Borrower shall pay o r reimburse the same under Section 5. l(d) of this
Agreement with funds other than those provided under the loan.

- 15 -

SECTION 6 . 6 .

Commissions, Fees and Other

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The

Bo rrower and the Beneficiary wa rrant and covenant that in conne ction with
obtaining t he Loan Agreement they have not paid and will not pay or agree
to pay no r to the best of their knowle dge has there been paid or will there
be paid o r agreed to be paid by any other person or entity, commissions.
fees or oth er payments of any kind, except as regular compensation to

the Borrower' s or the Beneficiary's full -time o!ficers and employees or
as compe n sation for bona fide professional , technical or other comparable
services.

The Borrower a nd the Beneficiary shall promptly report to

A . I. D . any payment or agreement t o pay for such bona fide professional,
technical or comparable services to which it is a p arty or of which it has
··,

knowledge (indicating whether such payment has been made or is t o b1e
made on a contingent basis), and if the amount of any such pHyTh:.ent is

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deeme d unreasonable by A . I. D., the party concerned shall c ause a
reduction satisfactory to A . I. D. to be made therein.
SECTION 6. 7 .

Renegotiation of Tern1s.

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The Borrower agrees

that at any time or times when it is required to do so by A. I. D. , but not
sooner t han six (6) months prior t o the date the first repayment of Principal
is due, it will negotiate with A . I. D. with respect to acceleration
repayment of Principal by the Borrower.

or the

It is agreed that the Borrower

and A. I . D. shall mutually determine to what extent repayment of such
P rin cipal should be accelerated on the basis on one or more of t he following
crit eria:

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(a)

16 -

significant impr•. >Vetnent in the internal economic and
financial s i tua tim.2 of the Republic of Indonesia;

(b )

favorablie tands in

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balance o! payments and foreign

ie:x.chaugie holdings of the Republic of Indone sia:
(c)

ability of the Republic of fodonesia to make future repayment
l)f

A. I. D, loans without int erfering with the ser'\>i ce of debts

owing to any United

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Government agency or any inter -

natiorn;.l organization of which the United States is a member.

SECTION 6. 8.

1I'lstirance.

maintain prudent inl'lu:rance.

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Beneficiary covenants that it will
issued by responsi ble underwriters in

such amounts a n d against such risks as is considered t o be in accorda.nce
with good

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SE CT ION 6. 9.

l\fa.intenanc.e and Audit of Records,

Tne Bieneficiary

shall maintain, or cau&e to be maintained, in accordance with sound a ccounting
principles and practices cor1.sistently applied , books and ..records relating
both to the Project and to this Loan Agt"eemeut.

Such books and records

s hall. without lim italion , b e adequate to show:
(a)

the receipt and use made of Eligible Items:

(b)

the

(c)

C'tlrrent data cov·ering operation; and

(d)

financial condition of the Beneficiary.

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of the Project;

• 17 Such books and

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shall be

accountants l.cceptab1t:. to A.
standards ,

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audited by independent public

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in accol:'dance with sound auditing

an annual ha.r$i3 or fol' ._\uch pel"iod and at such interval.;

as A. I. D .. may :require, and ohall be maintained for five years after
the date of the last disb111·aement by A.:. D. or until all sums due A. I. D .
under this .Loan

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have been paid, whicLev-et' date shall firs t

oc cur.

_!leporte.

SECTION 6. 1 O.

The Borrower and the Beneficia ry

will furniah A. I. D. with such informt!tion and reports relating to the

Project, E ligible Item.a , and the Loan provided for herein as A. I. D.
1nay reasonably :request.

SECTION 6. l 1.
Borrower.

The Borl'