PROYECTO DE CONTRATO DE PRESTAMO N° 8733-UY, A CELEBRARSE ENTRE LA REPUBLICA ORIENTAL DEL URUGUAY Y EL BANCO INTERNACIONAL DE RECONSTRUCCION Y FOMENTO (BIRF)
Aprobado/a por: Resolución Nº 519/017 de 12/06/2017 numeral 1.
Legal Department
February 23, 2017
LOAN NUMBER 8733-UY
Loan Agreement
(Additional Financing for the Uruguay Road Rehabilitation and Maintenance
Program)
between
REPÚBLICA ORIENTAL DEL URUGUAY
and
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
Dated , 201_
LOAN AGREEMENT
Agreement dated , 201_, between REPÚBLICA ORIENTAL DEL URUGUAY ("Borrower") and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank") for purpose of providing additional financing for activities related to the Original Program (as defined in the Appendix to this Agreement). The Borrower and the Bank hereby agree as follows:
ARTICLE I - GENERAL CONDITIONS; DEFINITIONS
1.01. The General Conditions (as defined in the Appendix to this
Agreement) constitute an integral part of this Agreement.
1.02. Unless the context requires otherwise, the capitalized terms
used in this Agreement have the meanings ascribed to them in the
General Conditions or in the Appendix to this Agreement.
ARTICLE II - LOAN
2.01. The Bank agrees to lend to the Borrower, on the terms and
conditions set forth or referred to in this Agreement, the amount
of seventy million Dollars ($ 70,000,000), as such amount may be
converted from time to time through a Currency Conversion in
accordance with the provisions of Section 2.08 of this Agreement
("Loan"), to assist in financing the program described in
Schedule 1 to this Agreement ("Program").
2.02. The Borrower may withdraw the proceeds of the Loan in accordance
with Section IV of Schedule 2 to this Agreement. All withdrawals
from the Loan Account shall be deposited by the Bank into an
account specified by the Borrower and acceptable to the Bank.
2.03. The Front-end Fee payable by the Borrower shall be equal to one
quarter of one percent (0.25%) of the Loan amount. The Borrower
shall pay the Front-end Fee not later than sixty days after the
Effective Date.
2.04. The Commitment Charge payable by the Borrower shall be equal to
one quarter of one percent (0.25%) per annum on the Unwithdrawn
Loan Balance.
2.05. The interest payable by the Borrower for each Interest Period
shall be at a rate equal to the Reference Rate for the Loan
Currency plus the Variable Spread; provided, however, that the
interest payable shall in no event be less than zero percent (0%)
per annum; and provided furthermore that, upon a Conversion of
all or any portion of the principal amount of the Loan, the
interest payable by the Borrower during the Conversion Period on
such amount shall be determined in accordance with the relevant
provisions of Article IV of the General Conditions.
Notwithstanding the foregoing, if any amount of the Withdrawn
Loan Balance remains unpaid when due and such non-payment
continues for a period of thirty days, then the interest payable
by the Borrower shall instead be calculated as provided in
Section 3.02 (e) of the General Conditions.
2.06. The Payment Dates are February 15 and August 15 in each year.
2.07. The principal amount of the Loan shall be repaid in accordance
with the amortization schedule set forth in Schedule 3 to this
Agreement.
2.08. (a) The Borrower may at any time request any of the
following Conversions of the terms of the Loan in order to
facilitate prudent debt management: (i) a change of the Loan
Currency of all or any portion of the principal amount of
the Loan, withdrawn or unwithdrawn, to an Approved Currency;
(ii) a change of the interest rate basis applicable to: (A)
all or any portion of the principal amount of the Loan
withdrawn and outstanding from a Variable Rate to a Fixed
Rate, or vice versa; or (B) all or any portion of the
principal amount of the Loan withdrawn and outstanding from
a Variable Rate based on a Reference Rate and the Variable
Spread to a Variable Rate based on a Fixed Reference Rate
and the Variable Spread, or vice versa; or (C) all of the
principal amount of the Loan withdrawn and outstanding from
a Variable Rate based on a Variable Spread to a Variable
Rate based on a Fixed Spread; and (iii) the setting of
limits on the Variable Rate or the Reference Rate applicable
to all or any portion of the principal amount of the Loan
withdrawn and outstanding by the establishment of an
Interest Rate Cap or lnterest Rate Collar on the Variable
Rate or the Reference Rate.
(b) Any conversion requested pursuant to paragraph (a) ofthis
Section that is accepted by the Bank shall be considered a
"Conversion", as defined in the General Conditions, and
shall be effected in accordance with the provisions of
Article IV of the General Conditions and of the Conversion
Guidelines.
ARTICLE III - PROGRAM
3.01. The Borrower declares its commitment to the objectives of the
Program. To this end, the Borrower, through MTOP, shall, and
shall cause CVU to, carry out the activities under the Program
which fall within their administrative/legal responsibility, all
in accordance with the provisions of Article V of the General
Conditions.
3.02. Without limitation upon the provisions of Section 3.01 of this
Agreement, and except as the Borrower and the Bank shall
otherwise agree, the Borrower shall ensure that the Program is
carried out in accordance with the provisions of Schedule 2 to
this Agreement.
ARTICLE IV - REMEDIES OF THE BANK
4.01. The Additional Events of Suspension consists of the
following;
(a) that the CVU shall have failed to comply with any of its
obligations under the Subsidiary Agreement; and
(b) that the CVU shall have failed to comply with any of their
obligations under the Assignment Agreement, in such a manner so
as to affect materially and adversely, in the opinion of the
Bank, the ability of the CVU to carry out the Program activities
under its responsibility.
4.02. The Additional Event of Acceleration consists of the following,
namely, that any event specified in Section 4.01 of this
Agreement occurs and is continuing for a period of 60 days after
notice of the event has been given by the Bank to the Borrower.
ARTICLE V - EFFECTIVENESS; TERMINATION
5.01. The Additional Condition of Effectiveness consists of the
following, namely, that the Subsidiary Agreement has been amended
in a manner acceptable to the Bank.
5.02. Without prejudice to the provisions of the General Conditions,
the Effectiveness Deadline is the date ninety (90) days after the
date of this Agreement.
ARTICLE VI - REPRESENTATIVE; ADDRESSES
6.01. The Borrower's Representative is its Minister of Economy and
Finance.
6.02. The Borrower's Address is:
Ministerio de Economía y Finanzas
Colonia No. 1089, Tercer Piso
Montevideo, Uruguay
Facsimile: 5982 1712 2688
e-mail: organismos.multilaterales@mef.gub.uy
6.03. The Bank's Address is:
International Bank for Reconstruction and Development
1818 H Street, N.W.
Washington, D.C. 20433
United States of America
Telex: Facsimile:
248423(MCI) or 1-202-477-6391
64145(MCI)
AGREED at , as of the day and year first above written.
REPÚBLICA ORIENTAL DEL URUGUAY
By _________________________________
Authorized Representative
Name:______________________________
Title: _______________________________
INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
By ________________________________
Authorized Representative
Name: _____________________________
Title: ______________________________
SCHEDULE 1
Program Description
The objectives of the Program are to improve the condition of the National Road Network and enhance road sector management.
The Program consists of the following activities to be carried out within the National Road Network from January 1, 2013 until December 31, 2019:
(1) Road rehabilitation and/or maintenance works, which consists of,
inter alia: (i) pavement rehabilitation; (ii) pavement
resurfacing; (iii) shoulders' rehabilitation and/or surfacing;
(iv) repairing and/or upgrading drainage systems; and (v)
rehabilitation and maintenance of road vertical and horizontal
signaling.
(2) Bridge rehabilitation and maintenance works, which consists of,
inter alia: (i) structure repairing of deck, abutments, piers and
foundations; and (ii) the enhancement of bridge functional
characteristics, such as increasing bridge extension, deck
widening and increasing of bridge bearing capacity.
(3) Bridge reconstruction works, which consists of the construction
of a new structure and its contiguous road accesses to replace an
existing bridge on the same location or in its vicinity.
(4) Road safety investments, which consists of, inter alia: (i)
investments to improve visibility; (ii) investments to reduce
road crashes severity; and (iii) the acquisition, installation
and maintenance of road safety equipment.
(5) Provision of technical assistance to DNV, DNTop and DINAPLO,
including, inter alia: (i) the carrying out of road condition
surveys; (ii) the carrying out of training and capacity building
activities; and (iii) the carrying out of studies required to
implement the Program.
SCHEDULE 2
Program Execution
Section I. Implementation Arrangements
A. Program Fiduciary, Environmental and Social Systems
Without limitation on the provisions of Article V of the General
Conditions, the Borrower shall carry out the Program, or cause
the Program to be carried out, in accordance with financial
management, procurement and environmental and social management
systems acceptable to the Bank ("Program Fiduciary, Environmental
and Social Systems") which are designed to ensure that:
1. the Loan proceeds are used for their intended purposes, with due
attention to the principles of economy, efficiency,
effectiveness, transparency and accountability; and
2. the actual or potential adverse environmental and social impacts
of the Program are identified, avoided, minimized, or mitigated,
as the case may be, all through an informed decision-making
process.
B. Anti-Corruption
The Borrower shall carry out the Program, or cause the Program to
be carried out, in accordance with the provisions of the
Anti-Corruption Guidelines.
C. Other Program Institutional and Implementation Arrangements
1. Program Institutions
(a) Without limitation on the generality of Part A of this
Section I, the Borrower shall maintain or cause to be
maintained during the implementation of the Program, the
offices, units and branches within MTOP (including, inter
alia, DNV, DNTop and DINAPLO), CVU, MEF, MVOTMA and the
Borrower's Supreme Audit Institution (Tribunal de Cuentas),
each assigned with responsibilities for implementing the
Program, including, as applicable, technical, environmental
and social safeguards, fiduciary responsibilities, all with
powers, functions, capacity, staffing and resources
satisfactory to the Bank to fulfill their respective
functions under the Program.
2. Subsidiary Agreement
(a) For the purposes of carrying out the Program, the Borrower,
through MTOP, shall amend the Subsidiary Agreement, under
terms and conditions acceptable to the Bank, which shall
include, inter alia, CVU's obligation to carry out the
Program activities under its responsibility in accordance
with: (i) technical, financial, and administrative practices
and the Program Fiduciary, Environmental and Social Systems,
all acceptable to the Bank; and (ii) the provisions of the
Anti-Corruption Guidelines.
(b) The Borrower, through MTOP, shall exercise its rights and
carry out its obligations under the Subsidiary Agreement in
such manner as to protect the interests of the Borrower and
the Bank and to accomplish the purposes of the Loan. Except
as the Bank shall otherwise agree, the Borrower shall not
assign, amend, abrogate, terminate, waive or fail to enforce
the Subsidiary Agreements or any of its provisions.
(c) Throughout the implementation of the Program, the Borrower
shall exercise its rights and carry out its obligations
under the Concession Agreement in such manner as to protect
the interests of the Borrower and the Bank and to accomplish
the objectives of the Program.
3. Additional Program Implementation Arrangement
Without limitation on the generality of Part A of this Section I,
unless otherwise agreed by the Bank, the Borrower shall carry out
the Program Action Plan or cause the Program Action Plan to be
carried out, in accordance with such schedule as shall have been
approved by the Bank, and in a manner satisfactory to the Bank.
Section II. Excluded Activities
The Borrower shall ensure that the Program shall include no activities which:
A. in the opinion of the Bank are likely to have significant adverse
impacts that are sensitive, diverse, or unprecedented on the
environment and/or affected people; or
B. involve procurement of: (i) works, estimated to cost $ 50,000,000
equivalent or more per contract; (ii) goods, estimated to cost $
30,000,000 equivalent or more per contract; (iii) non-consulting
services, estimated to cost $ 20,000,000 equivalent or more per
contract; and (iv) consultants' services, estimated to cost $
15,000,000 equivalent or more per contract.
Section III. Program Monitoring, Reporting and Evaluation; Audits
A. Program Reports
The Borrower shall monitor and evaluate the progress of the
Program and prepare Program Reports in accordance with the
provisions of Section 5.08 of the General Conditions. Each
Program Report shall: (a) include, inter alia, the information
referred to in Section 5.08 (b) of the General Conditions and the
list of works contracts under execution in the National Road
Network; and (b) cover the period of one calendar semester, and
shall be furnished to the Bank not later than one month after the
end of the period covered by such report.
B. Program Financial Audits
1. Without limitation on the generality of Section I.A and C of this
Schedule 2 and Section 5.09 of the General Conditions, the
Borrower:
(a) through MTOP, shall have the Financial Statements audited in
accordance with the provisions of Section 5.09 (b) of the
General Conditions. Each audit of the Financial Statements
shall cover the period of one fiscal year of the Borrower.
The audited Financial Statements for each such period shall
be furnished to the Bank not later than one year after the
end of such period; and
(b) shall cause CVU to: (i) have its financial statements
audited by independent auditors acceptable to the Bank in
accordance with consistently applied auditing standards
acceptable to the Bank. Each audit of said financial
statements shall cover the period of CVU's one fiscal year;
and (ii) (A) not later than one year after the end of each
fiscal year, furnish to the Borrower, through MTOP, and the
Bank the audited financial statement for each such period;
and (B) make publicly available in a timely fashion and in a
manner acceptable to the Bank, the financial statements for
each such period.
C. Technical Audits
The Borrower, through MTOP, shall: (a) not later than six months
after the Effective Date, hire independent auditors under terms
of reference satisfactory to the Bank, to carry out the
verification of compliance of the First, Second and Fourth DLIs
which are set forth in the table in Section IV.A.2 of this
Schedule; and (b) cause said independent auditors to, not later
than thirty days after the verification of compliance of said
DLIs has been completed, prepare and furnish to the Borrower and
the Bank, a report on the results of said verification of
compliance process of such scope and in such detail I as the Bank
shall reasonably request.
Section IV. Withdrawal of Loan Proceeds
A. General
1. The Borrower may withdraw the proceeds of the Loan in accordance
with the provisions of Article II of the General Conditions, this
Section, and such additional instructions as the Bank may specify
from time to time by notice to the Borrower to: (a) pay the
Front-end Fee; (b) pay each Interest Rate Cap or Interest Rate
Collar premium; and (c) finance the results ("Disbursement Linked
Results" or "DLRs") achieved by the Borrower, as measured against
specific indicators ("Disbursement Linked lndicators" or "DLIs");
all as set forth in the table in paragraph 2 of this Part A.
2. The following table specifies each category of withdrawal of the
proceeds of the Loan (including the Disbursement Linked
Indicators as applicable) ("Category"), the Disbursement Linked
Results for each Category (as applicable), and the allocation of
the amounts of the Loan to each Category:
Disbursement Linked
Indicator |
Disbursement
Linked Result |
Amount of the Loan Allocated (expressed in USD) |
(1) First DLI:
Cumulative number of kilometers of the National Road Network from a baseline of 524 kilometers rehabilitated at a minimum rating of 85, as measured by the IES for the first Loan withdrawal under this Category; and at least 50 additional kilometers rehabilitated on the terms stipulated herein in respect of each subsequent Loan withdrawal. |
DLR#1: Each
kilometer. |
$ 23,000,000, of which
$ 25,843 for each DLR |
(2) Second DLI:
Number of kilometers of the National Road Network maintained through Performance- based Contracts. |
DLR#2.1:
3,000 kilometers in calendar year 2017.
DLR #2.2
3,000 kilometers in calendar year 2018.
DLR #2.3
3,000 kilometers in calendar year 2019. |
DLR#2.1:
$ 7,000,000
DLR#2.2:
$ 7,000,000
DLR#2.1:
$ 7,000,000 |
(3) Third DLI
Strengthening of MTOP's capacity for road sector management
(4) Fourth DLI
Number of km of the National Road
Network that benefitted from road
safety improvements.
|
DLR#3.1 (a): MTOP's central laboratory for roadworks quality assurance has carried out at least 5% of the asphalt, pavement and soil tests required by the work contracts in execution in calendar year 2017, as reflected in the Program Reports.
DLR#3.1 (b): MTOP's central laboratory for roadworks quality assurance has carried out at least 5% of the asphalt, pavement and soil tests required by the works contracts in execution in calendar year 2018, as reflected in the Program Reports.
DLR#3.1 (c): MTOP's central laboratory for roadworks quality assurance has carried out at least 5% of the asphalt, pavement and soil tests required by the works contracts in execution in calendar year 2019, as reflected in the Program Reports.
DLR#3.2: (a) a study to assess which areas of the National Road Network are subject to climatic risks has been completed.
DLR #3.2 (b): number of selected bridges from a baseline of 0 have been diagnosed against climatic risks.
DLR#3.2 (c) a
contingency plan for catastrophic climate related events has been developed.
DLR #4: each
kilometer. |
DLR#3.1(a):
1,000,000
DLR#3.1(b):
1,000,000
DLR#3.1(c):
1,000,000
DLR#3.2(a):
1,000,000
DLR#3.2(b):
$50,000 for each bridge diagnosed up to an amount of $1,000,000
DLR#3.2(c):
1,000,000
DLR#4:
$20,000,000, of
which $76,000 for each DLR
|
TOTAL AMOUNT |
|
$70,000,000 |
B. Withdrawal Conditions; Withdrawal Period
1. Notwithstanding the provisions of Part A of this Section, no
withdrawal shall be made:
(a) from the Loan Account until the Bank has received payment in
full of the Front- end Fee; or
(b) for any DLR referred to in the table in Part A.2 of this
Section unless and until the Bank is satisfied based on
evidence acceptable to the Bank that said DLR has been fully
achieved on terms and in a manner acceptable to the Bank.
2. Notwithstanding the provisions of Part B.1(b) of this Section:
(a) If the Borrower has partially achieved any DLR under
Category (2), the Bank may authorize the withdrawal of a
portion of the amount of the Loan then allocated to said
DLR, provided that the number of kilometers maintained under
the pertinent DLR shall have exceeded the DLR Baseline,
which portion of the Loan amount to be withdrawn shall be
calculated in accordance with a formula acceptable to the
Bank.
(b) If any DLR under Category (2), has not been achieved or has
been partially achieved (and, as a result of which a portion
of the Loan has been withdrawn pursuant to paragraph 2 (a)
herein), the Bank may at any time, by notice to the
Borrower, decide in its sole discretion to: (i) authorize
the withdrawal of the unwithdrawn portion of Loan proceeds
then allocated to said DLR, at such later date (prior to the
Closing Date) if and when the Bank shall be satisfied that
the pertinent DLR under the same Category for any subsequent
calendar year has been fully achieved; (ii) reallocate the
unwithdrawn portion of the proceeds of the Loan then
allocated to such DLR under said Category to any other
Category; and/or (iii) cancel said unwithdrawn portion of
the proceeds of the Loan then allocated to such DLR under
said Category.
3. The Closing Date is June 30, 2020.
4. Notwithstanding the foregoing provisions of this Section IV, if
the Bank establishes after the Closing Date that the Withdrawn
Loan Balance exceeds the total amount of Program Expenditures
paid by the Borrower, exclusive of any such expenditures financed
by any other financier or by the Bank or the Association under
any other loan, credit or grant, the Borrower shall, promptly
upon notice from the Bank, refund to the Bank such excess amount
of the Withdrawn Loan Balance. The Bank shall cancel the refunded
amount of the Withdrawn Loan Balance.
Section V. Other Undertakings
The Borrower and the Bank hereby agree to amend the Original Loan
Agreement as set forth in Schedule 4 to this Agreement.
SCHEDULE 3
Amortization Schedule
1. The following table sets forth the Principal Payment Dates of the
Loan and the percentage of the total principal amount of the Loan
payable on each Principal Payment Date ("Installment Share"). If
the proceeds of the Loan have been fully withdrawn as of the
first Principal Payment Date, the principal amount of the Loan
repayable by the Borrower on each Principal Payment Date shall be
determined by the Bank by multiplying: (a) Withdrawn Loan Balance
as of the first Principal Payment Date; by (b) the Installment
Share for each Principal Payment Date, such repayable amount to
be adjusted, as necessary, to deduct any amounts referred to in
paragraph 4 of this Schedule, to which a Currency Conversion
applies.
Principal Payment Date |
Installment Share
(Expressed as a Percentage) |
On each February 15 and August 15
Beginning August 15, 2022
through August 15, 2034 |
4% |
2. If the proceeds of the Loan have not been fully withdrawn as of
the first Principal Payment Date, the principal amount of the
Loan repayable by the Borrower on each Principal Payment Date
shall be determined as follows:
(a) To the extent that any proceeds of the Loan have been
withdrawn as of the first Principal Payment Date, the
Borrower shall repay the Withdrawn Loan Balance as of such
date in accordance with paragraph 1 of this Schedule.
(b) Any amount withdrawn after the first Principal Payment Date
shall be repaid on each Principal Payment Date falling after
the date of such withdrawal in amounts determined by the
Bank by multiplying the amount of each such withdrawal by a
fraction, the numerator of which is the original Installment
Share specified in the table in paragraph 1 of this Schedule
for said Principal Payment Date ("Original Installment
Share") and the denominator of which is the sum of all
remaining Original Installment Shares for Principal Payment
Dates falling on or after such date, such amounts repayable
to be adjusted, as necessary, to deduct any amounts referred
to in paragraph 4 of this Schedule, to which a Currency
Conversion applies.
3. (a) Amounts of the Loan withdrawn within two calendar
months prior to any Principal Payment Date shall, for the
purposes solely of calculating the principal amounts payable
on any Principal Payment Date, be treated as withdrawn and
outstanding on the second Principal Payment Date following
the date of withdrawal and shall be repayable on each
Principal Payment Date commencing with the second Principal
Payment Date following the date of withdrawal.
(b) Notwithstanding the provisions of sub-paragraph (a) of this
paragraph, if at any time the Bank adopts a due date billing
system under which invoices are issued on or after the
respective Principal Payment Date, the provisions of such
sub-paragraph shall no longer apply to any withdrawals made
after the adoption of such billing system.
4. Notwithstanding the provisions of paragraphs 1 and 2 of this
Schedule, upon a Currency Conversion of all or any portion of the
Withdrawn Loan Balance to an Approved Currency, the amount so
converted in the Approved Currency that is repayable on any
Principal Payment Date occurring during the Conversion Period,
shall be determined by the Bank by multiplying such amount in its
currency of denomination immediately prior to the Conversion by
either: (i) the exchange rate that reflects the amounts of
principal in the Approved Currency payable by the Bank under the
Currency Hedge Transaction relating to the Conversion; or (ii) if
the Bank so determines in accordance with the Conversion
Guidelines, the exchange rate component of the Screen Rate.
5. If the Withdrawn Loan Balance is denominated in more than one
Loan Currency, the provisions of this Schedule shall apply
separately to the amount denominated in each Loan Currency, so as
to produce a separate amortization schedule for each such
amount.
SCHEDULE 4
Amendments to the Original Loan Agreement
The Borrower and the Bank hereby agree to amend Schedule 1 of the Original Loan Agreement as follows:
1. The first two paragraphs of Schedule 1 are hereby amended to read
in its entirety as follows:
"The objectives of the Program are to improve the condition of
the National Road Network and enhance road sector management.
The Program consists of the following activities to be carried
out within the National Road Network from January 1, 2013 until
December 31, 2019:".
2. Paragraph 4 of Schedule 1 is hereby amended to read in its
entirety as follows:
"(4) Road safety investments, which consists of, inter alia: (i)
investments to improve visibility; (ii) investments to reduce
road crashes severity; and (iii) the acquisition, installation
and maintenance of road safety equipment."
APPENDIX
Section I. Definitions
1. "Anti-Corruption Guidelines" means the Bank's "Guidelines on
Preventing and Combating Fraud and Corruption in
Program-for-Results Financing," dated February 1, 2012, and
revised July 10, 2015.
2. "Assignment Agreement" means the agreement (Contrato de Cesión)
of February 18, 2003, entered into between CVU and CND pursuant
to which CND assigned its rights and obligations under the
Concession Agreement to CVU.
3. "CAF" means Corporación Andina de Fomento, Andean Development
Corporation, established pursuant to its articles of agreement,
dated February 7, 1968.
4. "Category" means a category set forth in the table in Section
IV.A.2 of Schedule 2 to this Agreement.
5. "Co-financier" means: (i) Inter-American Development Bank; (ii)
CAF; (iii) FOCEM; and (iv) FONPLATA.
6. "Co-financing" means, for purposes of paragraph 16 of the
Appendix to the General Conditions: (i) an amount of $ 81,200,000
to be provided by Inter-American Development Bank; (ii) an amount
of $ 90,600,000 to be provided by CAF; (iii) an amount of $
28,200,000 to be provided by FOCEM; and (iv) an amount of $
31,000,000 to be provided by FONPLATA, to assist in financing the
Program.
7. "Co-financing Agreement" means: (i) the agreement between the
Borrower and the Inter - American Development Bank, dated March
15, 2012; (ii) the agreements between the Borrower and CAF, dated
February 25, 2014 and October 25, 2016; (iii) the agreements to
be entered between the Borrower and FOCEM; and the agreements
between the Borrower and FONPLATA, dated February 17, 2016 and
September 27, 2016, providing for the Co-financing.
8. "CND" means Corporación Nacional para el Desarrollo, the
Borrower's Development Corporation, established pursuant to the
Borrower's Law No. 15.785, dated December 4, 1985, and published
in the Borrower's official gazette on December 23, 1985.
9. "Concession" means the Borrower's road concession (currently
administered by CVU (as defined below)), whereby CVU is
responsible for the construction, rehabilitation and maintenance
works of selected roads and bridges within the National Road
Network.
10. "Concession Agreement" means the agreement entered into between
the Borrower, through MTOP (as defined below) and CND dated
October 5, 2001 (as amended to the date of this Agreement) for
purposes of, inter alia, granting to CND the administration of
the Mega-Concession (as defined below).
11. "CVU" means Corporación Vial del Uruguay, S.A., an entity vested
with legal personality, which has been assigned the rights and
obligations of Corporación Nacional para el Desarrollo (CND)
under the Concession Agreement pursuant to the terms of the
Assignment Agreement (defined above).
12. "DINAPLO" means Dirección Nacional de Planificación y Logística,
the Borrower's National Department of Logistics and Planning
within MTOP (as defined below).
13. "Disbursement Linked Indicator" or "DLI" means, in respect of a
given Category, the indicator related to said Category as set
forth in the table in Section IV.A.2 of Schedule 2 to this
Agreement.
14. "Disbursement Linked Result" or "DLR" means, in respect of a
given Category, the result under said Category as set forth in
the table in Section IV.A.2 of Schedule 2 to this Agreement, on
the basis of the achievement of which, the amount of the Loan
allocated to said result may be withdrawn in accordance with the
provisions of said Section IV.
15. "DLR Baseline" means, for the purpose of Section IV.B.2 (a) of
Schedule 2 to this Agreement, the following baseline results: (i)
1,500 kilometers for DLR 2.1; (ii) 1,500 kilometers for DLR 2.2;
and (iii) 1,500 kilometers for DLR 2.3.
16. "DNTop" means Dirección Nacional de Topografía, the Borrower's
National Department of Topographics Surveying within MTOP (as
defined below).
17. "DNV" means Dirección Nacional de Vialidad, the Borrower's
National Department of Highways within MTOP (as defined below).
18. "FOCEM" means Fondo para la Convergencia Estructural del
Mercosur, Fund for the Structural Convergence of Mercosur,
established pursuant to Decision CMC N° 45/04 dated December 16,
2004.
19. "FONPLATA" means Fondo Financiero para el Desarrollo de los
Países de la Cuenca del Plata, Fund for the Development of the
Countries of the Rio del Plata Basin, established pursuant to its
Articles of Agreement, dated June 12, 1974.
20. "General Conditions" means the "International Bank for
Reconstruction and Development General Conditions for Loans",
dated March 12, 2012, with the modifications set forth in Section
II of this Appendix.
21. "IES" means Indice de Estado de Superficie, the Borrower's index
served to rate the condition of the road after the same has been
rehabilitated, as defined in MTOP's Instructivo de Medición del
Indice de Estado de Superficie, dated August 2000.
22. "MEF" means Ministerio de Economía y Finanzas, the Borrower's
Ministry of Economy and Finance.
23. "MTOP" means Ministerio de Transporte y Obras Públicas, the
Borrower's Ministry of Transport and Public Works.
24. "MVOTMA" means Ministerio de Vivienda, Ordenamiento Territorial y
Medio Ambiente, the Borrower's Ministry of Housing, Land Planning
and Environment.
25. "National Road Network" means the Borrower's national roads
(Caminos Nacionales) as described in the Borrower's Decreto-Ley
No. 10.382, dated February 13, 1943, and in MTOP's Resolution
dated January 21, 2016.
26. "Original Loan Agreement" means the loan agreement between the
Borrower and the Bank, dated December 11, 2012 (Loan No 8205-UY),
in support of the Original Program.
27. "Original Program" means the Program described in the Original
Loan Agreement.
28. "Performance-Based Contract" means a multi-year contract under
the Program, entered into by the Borrower, through MTOP and/or
DNV, with a private sector contractor, whereby payments to the
contractor are based, inter alia, on the quality of the road
maintenance carried out by said private sector contractor.
29. "Program Action Plan" means the Borrower's plan dated February
23, 2017, acceptable to the Bank, and referred to in Section
I.C.3 of Schedule 2 to this Agreement, as said plan may be
amended from time to time with the agreement of the Bank.
30. "Program Fiduciary, Environmental and Social Systems" means the
Borrower's systems for the Program referred to in Section I.A of
Schedule 2 to this Agreement.
31. "Subsidiary Agreement" means the agreement dated February 17,
2013, referred to in Section I.C.2 of Schedule 2 to this
Agreement, as the same may be amended from time to time with the
agreement of the Bank.
Section II. Modifications to the General Conditions
The General Conditions are hereby modified as follows:
1. Wherever used throughout the General Conditions, the term "the
Project" is modified to read "the Program", the term "the Project
Agreement" is modified to read "the Program Agreement", the term
"Project Implementing Entity" is modified to read "the Program
Implementing Entity", the term "Project Report" is modified to
read "Program Report"; and the term "Eligible Expenditures" is
modified to read "Program Expenditures".
2. In the Table of Contents, the references to Sections, Section
names and Section numbers are modified to reflect the amendments
set forth below.
3. Section 2.02, Special Commitment by the Bank, is deleted in its
entirety, and the subsequent Sections in Article II are
renumbered accordingly.
4. In Section 2.02 (originally numbered as Section 2.03), the
heading "Applications for Withdrawal or for Special Commitment"
is replaced with "Applications for Withdrawal", and the phrase
"or to request the Bank to enter into a Special Commitment" is
deleted.
5. The section originally numbered as Section 2.04, Designated
Accounts is deleted in its entirety, and the subsequent Sections
in Article II are renumbered accordingly.
6. Paragraph (a) of Section 2.03 (originally numbered as Section
2.05), Eligible Expenditures (renamed "Program Expenditures" in
accordance with paragraph 1 of this Section II), is modified to
read: "(a) the payment is for the financing of the reasonable
cost of expenditures required for the Program and to be financed
out of the proceeds of the Loan in accordance with the provisions
of the Legal Agreements;".
7. The last sentence of Section 2.04 (originally numbered as Section
2.06), Financing Taxes, is modified to read: "To that end, if the
Bank at any time determines that the amount of any such Tax is
excessive, or that such Tax is discriminatory or otherwise
unreasonable, the Bank may, by notice to the Borrower, exclude
such amount or such Tax from the Program Expenditures to be
financed out of the proceeds of the Loan, as required to ensure
consistency with such policy of the Bank."
8. Section 2.06 (originally numbered as Section 2.08), Reallocation,
is modified to read:
"Notwithstanding any allocation of an amount of the Loan to a
withdrawal category under the Loan Agreement, the Bank may, by
notice to the Borrower, reallocate any other amount of the Loan
to such category if the Bank reasonably determines at any time
that such reallocation is appropriate for the purposes of the
Program.
9. Section 3.01. (Front-end Fee) is modified to read as follows:
"Section 3.01. Front-end Fee; Commitment Charge
(a) The Borrower shall pay the Bank a front-end fee on the Loan
amount at the rate specified in the Loan Agreement (the
"Front-end Fee").
(b) The Borrower shall pay the Bank a commitment charge on the
Unwithdrawn Loan Balance at the rate specified in the Loan
Agreement (the "Commitment Charge"). The Commitment Charge shall
accrue from a date sixty days after the date of the Loan
Agreement to the respective dates on which amounts are withdrawn
by the Borrower from the Loan Account or cancelled. The
Commitment Charge shall be payable semi-annually in arrears on
each Payment Date."
10. Section 7.01, Cancellation by the Borrower, is modified to read:
"The Borrower may, by notice to the Bank, cancel any amount of
the Unwithdrawn Loan Balance."
11. Paragraph (d) of Section 7.03, Cancellation by the Bank, entitled
"Misprocurement", is deleted, and subsequent paragraphs are
relettered accordingly.
12. Section 7.04, Amounts Subject to Special Commitment not Affected
by Cancellation or Suspension by the Bank, is deleted in its
entirety, and subsequent Sections in Article VII and references
to such Sections are renumbered accordingly.
13. In the Appendix, Definitions, all references to Section numbers
and paragraphs are modified, as necessary, to reflect the
modifications set forth above.
14. A new paragraph 19 is inserted with the following definition of
"Commitment Charge", and the remaining paragraphs are renumbered
accordingly:
"19. "Commitment Charge" means the commitment charge specified in
the Loan Agreement for the purpose of Section 3.01(b)."
15. In the renumbered paragraph 49 (originally paragraph 48) of the
Appendix, the definition of "Front-end Fee" is modified by
replacing the reference to Section 3.01 with Section 3.01 (a).
16. In the renumbered paragraph 68 (originally paragraph 67) of the
Appendix, the definition of the term "Loan Payment" is modified
to read as follows:
"68. "Loan Payment" means any amount payable by the Loan Parties
to the Bank pursuant to the Legal Agreements or these General
Conditions, including (but not limited to) any amount of the
Withdrawn Loan Balance, interest, the Front-end Fee, the
Commitment Charge, interest at the Default Interest Rate (if
any), any prepayment premium, any transaction fee for a
Conversion or early termination of a Conversion, the Variable
Spread Fixing Charge (if any), any premium payable upon the
establishment of an Interest Rate Cap or Interest Rate Collar,
and any Unwinding Amount payable by the Borrower."
17. In the renumbered paragraph 73 (originally paragraph 72) of the
Appendix, the definition of "Payment Date" is modified by
deleting the word "is" and inserting the words "and Commitment
Charge are" after the word "interest".
18. Renumbered paragraph 88 (originally paragraph 87) of the
Appendix, setting forth the definition of "Special Commitment" is
deleted in its entirety, and all subsequent paragraphs are
renumbered accordingly.
Ayuda