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A Public Disclosure Authorized FFIC UR LOAN NUMBER 2238 FDOCUMENTS OFFICIAL Loan Agreement Public Disclosure Authorized (Third Highway Project) between REPUBLICA ORIENTAL DEL URUGUAY and INTERNATIONAL BANK FOR RECONSTRUCTION Public Disclosure Authorized AND DEVELOPMENT Dated March 25, 1983 Second Revision Dated July,3 , 1986 Public Disclosure Authorized LOAN NUMBER 2238 UR LOAN AGREEMENT 1_T \ 2, 19y3 k"- REPUBLICA ORIENTAL DEL URUGUAY (hereinafter called the Borrower) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank). AQ c40(-J-D WHEREAS the Borrower has requested the Bank to assist in the financing of a pcrtion . the foreign exchange cost of the Project described in Schedule 2 to this Agreement by making the Loan as hereinafter provided; WHEREAS the Bank has agreed, on the basis inter alia of the foregoing, to make the Loan to the Borrower upon the terms and conditions hereinafter set forth; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I General Conditions; Definitions Section 1.01. The parties to this Agreement accept all the provisions of the General Conditions 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 General Conditions Applicable to Loan and Guarantee Agree- ments of the Bank being hereinafter called the General Condi- tions). Section 1.02. Wherever used in this Agreement, 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 addi- tional terms have the following meanings: (a) 'MTOP" means the Ministerio de Transporte y Obras Publicas of the Borrower; (b) "Vialidad" means the Direccion de Vialidad of MTOP; (c) "DNT" means the Direccion Nacional de Transporte of MTOP; -2- (d) "National Highways" means roads, the planning, construction, reconstruction, rehabilitation and maintenance of which are under the jurisdiction of MTOP; (e) the term "nuevo peso" means the unit of currency of the Borrower; (f) "AFE" means Administracion de los Ferrocarriles del Estado, an entity, wholly owned by the Borrower, established under the Borrower's L., iu. 14.396, dated July 10, 1975; (g) "TPU" means the transport planning unit within MTOP; (h) "Additional Road" means any National HighrAay or section thereof (other than those included under Parts A.1 or B.1 of the Project) which the Borrower proposes to include under Parts A.2 or B.2 of the Project; (i) "Sub-project" means any project partially financed or to be financed (as the case may be) with the proceeds of the Loan under Part D of the Project and which consists of civil works for the reconstruction or rehabilitation of a road or a section thereof, the maintenance and construction of which is within jurisdiction the of an Intendencia (such road hereinafter called Feeder Road); (j) "Intendencia" means any Intendencia Municipal, a poli- tical subdivision of the Borrower, which intends to carry out a Sub-project within the National Feeder Roads Program; (k) "National Feeder Roads Program" means a program for reconstruction or rehabilitation of Feeder Roads, the works under which are to be financed partially by the Intendencia with jurisdiction over the Feeder Road in question and partially, at a percentage not higher than 50, by the Borrower; the details of which program having been set forth in the letters to the Bank from the Borrower's Minister of Transport and Public Works, dated October 26, 1982 and September 16, 1983, and their respective annexes, all as amended from time to time by agreement between the Borrower and the Bank. (1) "Feeder Road Guidelines" means the guidelines for selection of Sub-projects and inclusion thereof in the National Feeder Road Program, as set forth in the letter and annexes referred to in (k) above; -3- (m) "Five-Year Investment Program" means the highway in- vestment program of 'MTOP dated November 15, 1982, covering five calendar years, as amended from time to time; (n) "Special Account" means the account to be opened and thereafter maintained pursuant to Section 2.02 (b) of this Agree- ment; (o) "Initial Deposit" means the amount of the proceeds of the Loan withdrawn from the Loan Account through one or more withdrawals under Category 17) of the table set forth in para- graph 1 of Schedule 1 to this Agreement, and deposited in the Special Account pursuant to paragraph 3 of Schedule 5 to this Agreement; (p) "Account Bank" means Banco Central de la Republica Oriental del Uruguay, the Borrower's Central Bank; and (q) "Final Year" means the calendar year in which the Closing Date falls. ARTICLE II The Loan Section 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions set forth or referred to in this Agree- ment, an amount in various currencies equivalent to forty-five million dollars ($45,000,000). Section 2.02. (a) The amount of the Loan may be withdrawn from the Loan Account in accordance with the provisions of Sche- dule 1 to this Agreement, as such Schedule may be amended from time to time by agreement between the Borrower and the Bank, for expenditures made (or, if the Bank shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Project and to be financed out of the proceeds of the Loan. (b) The Borrower shall, for the purposes of Parts A, B and C of the Project, open and thereafter maintain in the Account Bank a special account in dollars on terms and conditions satis- factory to the Bank. Deposits into, and payments out of, the Special Account shall be made in accordance with the provisions of Schedule 5 to this Agreement. Section 2.03. Except as the Bank shall otherwise agree, pro- curement of the goods and civil works required for the Project -4- and to be financed out of the proceeds of the Loan shall be gov- erned by the provisions of Schedule 4 to this Agreement. Section 2.04. The Closing Date shall be December 31, 1987 or such later date as the Bank shall establish. The Bank shall promptly notify the Borrower of such later date. Section 2.05. (a) The Borrower shall pay to the Bank a fee equivalent to three hundred thirty-four thousand nine hundred eighty-eight dollars ($334,988). (b) On or promptly after the Effective Date, the BR-nk 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 2.06. The Borrower shall pay to the Bank a commit- ment charge at the rate of three-fourths of oae per cent (3/4 of 1%) per annum on the principal amount of the Loan not withdrawn from time to time. Section 2.07. (a) The Borrower shall pay interest on the principal amount of the Loan 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. (b) 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. (c) For purposes of this Section: (i) "Interest Period" means the six-month period com- mencing on each date specified in Section 2.08 of this Agreement, including the Interest Period in which this Agreement is signed. (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. -5- (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. (iv) "Semester" means the first six months or the second six months of a calendar year. (d) Notwithstanding paragraph (a) of this Section, the interest rate for all Interess- 1Zriods commencing in 1982 shall be 11.43% per annum. Section 2.08. Interest and other charges shall be payable semiannually on May 1 and November 1 in each year. Section 2.09. The Borrower shall repay the principal amount of the Loan in accordance with the amortization schedule set forth in Schedule 3 to this Agreement. ARTICLE III Execution of the Project Section 3.01. (a) The Borrower shall carry out the Project through MTOP, with every applicable Intendencia as executing agencies for Part D of the Project, and AFE as executing agency for Part F of the Project, vith due diligence and efficiency, and in conformity with appropriate engineering, administrative and financial practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the purpose (the funds to be provided by the Borrower being on the date hereof estimated to aggregate the equivalent of not less than forty-seven million dollars ($47,000,000)). (b) The Borrower shall enter with AFE into contractual arrangements satisfactory to the Bank whereby, inter alia, the Borrower shall make available to AFE, as an irrevocable grant, the proceeds of the Loan from time to time allocated to Category (5) of the table set forth in paragraph 1 of Schedule 1 to this Agreement.
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