EDCF - Loan Agreement Standard Form
EDCF - Loan Agreement Standard Form
EDCF - Loan Agreement Standard Form
NO.
Loan Agreement
between
and
This Loan Agreement entered into this [●] day of [●] 20[●] between [●]
(hereinafter called the "Borrower") and THE EXPORT-IMPORT BANK OF
KOREA (hereinafter called the "Bank") which has been entrusted by THE
GOVERNMENT OF THE REPUBLIC OF KOREA with the operation and
management of the Economic Development Cooperation Fund (hereinafter
called the "EDCF").
WITNESSETH:
WHEREAS, in the light of the said Agreement and Arrangement, the Bank has
agreed to extend a loan to the Borrower upon the terms and conditions set forth
in this Loan Agreement;
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ARTICLE I
Definitions
"Interest Payment Date" means each of the dates of [●] 20 and [●] 20 of each
year.
"Loan" means the loan facility to be made available in favor of the Borrower or
the aggregate principal amount of the loan facility disbursed and from time to time
outstanding, as the context may so require.
"Project Completion Date" means the earlier of (i) the date when the final
disbursement under the Loan is made, and (ii) the date when the certification of
completion, such as a final acceptance certificate (FAC) or a defect liability
certificate, etc., is issued.
"Project Executing Agency" means [●] (the name and address of the Project
Executing Agency ) which has been authorized to implement the Project.
“Repayment Date" means each of the [●] semi-annual consecutive dates of [●]
20 and [●] 20 from and including the date which shall be the 20th day of the
month falling [●] months after the date of this Loan Agreement.
ARTICLE II
The Loan
(b) The amount of the Loan shall be denominated in Korean Won and shall be
fixed by the Bank in accordance with Section 3.01 of the General Terms and
Conditions. The Bank shall then notify the Borrower and the Guarantor (if any) of
the amount of the Loan.
(b) The final disbursement under this Loan Agreement shall be made within
[●] months after the Effective Date of this Loan Agreement, and no further
disbursement shall be made by the Bank thereafter unless otherwise agreed
upon between the Bank and the Borrower.
ARTICLE III
Repayment and Interest
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(b) The Repayment Date and the Korean Won amount to be repaid on each of
the Repayment Dates shall be specified in the Amortization Schedule in the form
and substance of Schedule 3 attached hereto. The Amortization Schedule shall
be made by the Bank when it fixes the amount of the Loan and the Bank shall
notify the Borrower of the Amortization Schedule when it notifies the Borrower
and the Guarantor (if any) of the amount of the Loan in accordance with
paragraph (b) of Section 2.01 hereof.
(b)When the Borrower makes a procurement contract with Korean Small and
Medium Enterprises (SMEs) or Medium-Large Companies, preferential interest
rates shall apply to the Loan covering civil works and procurement of equipment
and facilities as follows:
(i) In case one or more Korean SMEs (including a consortium or joint venture
(JV) by Korean SMEs) enter into the contract, zero percent (0%) interest rate
shall apply.
(iii) In case the consortium or joint venture (JV) in which one or more Korean
SMEs take at least thirty percent (30%) of the share enter into a contract,**
[fifty percent (50%) of the current interest rate shall apply].
ARTICLE IV
Procurement and Disbursement
(b) All goods and services to be financed out of the proceeds of the Loan shall be
procured from the Eligible Source Countries, provided that a part of goods and
services may, with the prior consent of the Bank, be procured from the countries
other than the Eligible Source Countries, as specified in Schedule 2.
(b) Notwithstanding paragraph (a) above, a part of the Loan not exceeding [●]
percent ([●] %) of the amount of the Loan may be disbursed in **[[US Dollar, if
the currency of payment under the relevant procurement contract for goods and
services or the consultant employment contract is denominated in US Dollar],
[Euro, if the currency of payment under the relevant procurement contract for
goods and services or the consultant employment contract is denominated in
Euro], [[●] if the currency of payment under the relevant procurement contract
for goods and services or the consultant employment contract is denominated in
[●]]].
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(c) Where a part of the Loan is to be disbursed in **[US Dollar, Euro, [●]] in
accordance with the provision of paragraph (b) above, the Borrower shall
determine the amount in **[US Dollar, Euro, [●]] required for the payment of
such procurement and shall request the Bank to purchase the amount. The
Borrower's request shall specify the the amount in **[US Dollar, Euro, [●]] to be
purchased and it shall be included in the Borrower's application for the approval
of the first procurement contract and consulting service contract (if any),
respectively.
(d) The Loan disbursed in **[US Dollar, Euro, [●]] in accordance with the
provisions of paragraphs (b) and (c) above shall be converted into Korean Won
amount pursuant to Section 3.01 of the General Terms and Conditions by using
**[the Purchasing Rate, the Agreed Exchange Rate] as defined in Section 2.01
of the General Terms and Conditions and such Korean Won amount shall be
booked and recorded as the Loan outstanding.
(b) An amount equal to such service charge shall be financed out of the proceeds
of the Loan. The Bank shall pay such amount to itself as the service charge on
the date of each disbursement [and/or of the issuance of the letter of
commitment]. Such disbursement out of the Loan shall constitute a valid
disbursement of the Loan under this Loan Agreement.
ARTICLE V
Particular Covenants
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implement, the Project with due diligence and efficiency.
(b) The Borrower shall employ, or cause the Project Executing Agency to employ,
consultants for the implementation of the Project.
(c) Should the funds available from the proceeds of the Loan be insufficient for
the implementation of the Project, the Borrower shall make arrangements
promptly to provide such funds as shall be needed.
(b) Within six (6) months after the Project Completion Date or such later date as
shall be agreed upon between the Borrower and the Bank, the Borrower shall
furnish, or cause the Project Executing Agency to furnish, the Bank with a project
completion report in such form and in such detail as the Bank may reasonably
request.
(c) The Borrower shall cooperate, or cause the Project Executing Agency to
cooperate, with the Bank for the ex-post evaluation of the Project.
(d) Until all the obligations of the Borrower under this Loan Agreement are fully
performed, the Borrower shall furnish the Bank with such other information as the
Bank may reasonably request concerning the Project or the Loan.
(e) Pertaining to Section 1.08. Fraud and Corruption of the Guidelines for
Procurement under the EDCF Loan and Section 1.09. Fraud and Corruption of
the Guidelines for the Employment of Consultants under the EDCF Loan, if the
Bank learns or is informed of suspected corrupt, fraudulent practices or any other
integrity violations of bidders, suppliers, contractors, and consultants in
competing for, or in executing, a contract to be financed out of the proceeds of
the Loan, the Borrower shall furnish, or, under its responsibility, cause the Project
Executing Agency to furnish the Bank with such information as the Bank may
reasonably request, including all relevant facts regarding such incident if it
involves any official of the government and/or public institutions of the Borrower’s
country.
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(f) If the Borrower or the Project Executing Agency learns or is informed that any
of the bidders, suppliers, contractors, and consultants have engaged in corrupt,
fraudulent practices or any other integrity violations in competing for, or in
executing, a contract to be financed out of the proceeds of the Loan, the Borrower
should not ignore or suppress, or cause the Project Executing Agency not to
ignore or suppress, this knowledge, but immediately report, or cause the Project
Executing Agency to immediately report, all relevant facts regarding such
practices or violations to the Bank.
(g) Pertaining to Section 5.02 (e) of this Loan Agreement, the Borrower shall not
treat, or shall cause the Project Executing Agency not to treat, unfairly or
unfavorably the person and/or company which provided the information related
to suspected corrupt, fraudulent practices or any other integrity violations of any
of the bidders, suppliers, contractors, and consultants in competing for, or in
executing, a contract to be financed out of the proceeds of the Loan to the Bank,
the Borrower and/or the Project Executing Agency.
(b) The Borrower hereby recognizes and confirms that, all of the risks related to
the fluctuation of the exchange rate of Korean Won against **[US Dollar, Euro,
[●]] shall be borne by itself when the Bank purchases **[US Dollar, Euro, [●]] in
accordance with the Borrower's request.
ARTICLE VI
Miscellaneous
(b) Any action taken or any agreement entered into by the Project Executing
Agency pursuant to the authority conferred under paragraph (a) of this Section
Postal Address:
Attention:
Telephone No.:
Fax No.:
Telex No.:
IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized
representatives, have caused this Loan Agreement to be signed in their
respective names, as of the day and year first above written.
By By
Name: Name:
Title: Title:
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Schedule 1
(a) Objectives:
(b) Location:
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Schedule 2
1. Allocation
(a) The table below sets forth the categories of goods, services and other items
to be financed out of the proceeds of the Loan and the allocation of Loan amounts
to each category:
(C) Contingencies
Total
(b) The goods and services to be procured from the Republic of Korea of
Consulting Services shall be [●] percent ([●]%) or more of the total cost of
Consulting Services.
(c) The goods and services to be procured from the Republic of Korea of Goods
& Services shall be [●] percent ([●]%) or more of the total cost of Goods &
Services.
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and 1.(c) with the approval of the Bank at the request of the Project Executing
Agency. The Project Executing Agency shall provide related documents validating
the necessity for the decrease on the basis of the contracts for Consultant
Employment and/or Procurement.
(e) Any goods and services to be procured from countries other than the
Eligible Source Countries with the prior consent of the Bank to be financed out of
the loan proceeds of the Consulting Services, shall be up to [●] percent ([●]%) of
the total cost of Consulting Services.
(f) Any goods and services to be procured from countries other than the
Eligible Source Countries with the prior consent of the Bank to be financed out of
the loan proceeds of the Goods & Services, shall be up to [●] percent ([●]%) of
the total cost of Goods & Services.
(g) The Project Executing Agency shall exercise its obligations to ensure that
the procurements of Consulting Services and Goods & Services comply with the
percentage requirements stipulated above in 1.(b), 1.(c), 1.(e) and 1.(f), and shall
submit the related documents to the Bank certifying it has performed its
obligations to check whether the percentage requirements have been fulfilled.
2. Reallocation
(a) If the loan proceeds of items included in any of the categories shall
decrease, the amounts then allocated to and no longer required for such Category,
will be reallocated by the Bank to Category (C).
(b) If the loan proceeds of items included in Category (A) shall increase, the
amounts equal to the portion, if any, of such increase to be financed out of the
Loan amount will be reallocated by the Bank, at the request of the Borrower, from
Category (C) to Category (A).
(c) If any amounts are needed to be reallocated from Category (C) to Category
(A) at the time of executing the initial contracts for Consultant Employment and/or
Procurement, the total contract value including such reallocated amounts shall
factor in the minimum percentage requirements for Korean contents in 1.(b) and
1.(c). Notwithstanding the foregoing, the minimum portion of Korean contents
may be allowed to further decrease up to twenty percent (20%) of the original
minimum percentages in accordance with 1.(d)
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Schedule 3
Amortization Schedule
※ Note : Each installment will be filled in when the amount of the Loan is fixed
in accordance with Section 3.01 of the General Terms and
Conditions, and will be finalized after the final disbursement in
accordance with paragraph (b) of Section 3.02 and 7.05 of the
General Terms and Conditions.
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Schedule 4
Procurement Procedure
1. Except as the Bank may otherwise agree, the procedures referred to in the
following paragraphs of this Schedule shall apply to the procurement of goods
and services to be financed out of the proceeds of the Loan. The term "services"
in this Schedule does not include consulting services.
*4. The Borrower shall carry out Prequalification for the Project in order to ensure
that the invitation to bid is sent to those who have adequate capabilities and
resources.
*5. The Borrower shall procure goods and services to be financed out of the
proceeds of the Loan specified in Schedule 2 above through [Competitive
Bidding, Limited Competitive Bidding, Shopping or Direct Contracting].
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*10. All taxes, duties, and levies ** [including but not limited to import duties and
Value-Added Tax] imposed on goods and services in [●] (the name of the
Borrower’s country) provided by the Suppliers **[subcontractors and local
suppliers] under the Loan Agreement for the implementation of the Project shall
either be exempted or borne by the Borrower.
Employment of Consultants
1. The services of consultants shall be utilized in the carrying out of the Project,
particularly with regard to [the detailed design, project management and
construction supervision].
4. The Borrower shall employ the Consultant through **[the Bank’s general
selection procedures, Two-Envelope System or Special Selection Procedure]
specified in the Consultant Guidelines.
6. The method of selection procedure shall be submitted to the Bank for its review.
*7. All taxes, duties, and levies *[including but not limited to import duties and
Value-Added Tax] imposed on consulting services in [●] (the name of the
Borrower’s country) provided by the Consultants *[subcontractors and local
suppliers] under the Loan Agreement for the implementation of the Project shall
be either exempted or borne by the Borrower.
Disbursement Procedures
1. Disbursement Procedures
(b) The Bank's "Disbursement Procedures under the EDCF Loan" (hereinafter
called the "Disbursement Procedures"), which have been furnished to the
Borrower, as amended from time to time, shall be applied to disbursement of the
Loan,
With the following supplemental stipulations.
[ ]
2. Designation of Banks