AN NUMBER 21 f7 CE

Loan Agreement(Eighth Power Project)

between

INTERNATIONAL BANK FOR RECONSTRUCTIONAND DEVELOPMENT

and

CEYLON ELECTRICITY BOARD

Dated / , 1982

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LOAN NUMBER 2187 CE

LOAN AGREEMENT

AGREEMENT, dated , 1982, betweenINTERNATIONAL BANK FOR RECON TRUCTION AND DEVELOPMENT (herein-after called the Bank) and CEYLON ELECTRICITY BOARD (hereinaftercalled the Borrower).

WHEREAS (A) the Borrower has requested the Bank to assist inthe financing of the foreign exchange cost of the Projectdescribed in Schedule 2 to this Agreement by extending the Loanas hereinafter provided;

(B) by an agreement of even date herewith (the GuaranteeAgreement) between the Democratic Socialist Republic of Sri Lanka(the Guarantor) and the Bank, the Guarantor has agreed toguarantee the Loan and to undertake certain obligations withrespect to the Project;

WHEREAS the Bank has agreed, on the basis inter alia of theforegoing, to extend the Loan to the Borrower upon the terms andconditions 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 theprovisions of the General Conditions Applicable to Loan andGuarantee Agreements of the Bank, dated October 27, 1980, withthe 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 GeneralConditions).

Section 1.02. Wherever used in this Agreement, unless thecontext otherwise requires, the several terms defined in theGeneral Conditions and in the Preamble to this Agreement have therespective meanings therein set forth and the following addi-tional terms have the following meanings:

(a) "Ceylon Electricity Board Act" means the CeylonElectricity Board Act, No. 17 of 1969, as amended;

(b) "Joint Scheme" means any joint scheme for the genera-

tion of electrical energy, the irrigation of land, the control of

floods or other like purposes as referred to in Section 12 (L) of

the Ceylon Electricity Board Act;

(c) "local authorities" means the local authorities

carrying on electrical undertakings as referred to in Section 21

of the Ceylon Electricity Board Act; and

(d) "Rupees" and "Rs" means Rupees in the Guarantor's

currency.

ARTICLE II

The Loan

Section 2.01. The Bank agrees to lend to the Borrower, on

the terms and conditions in the Loan Agreement set forth or

referred to, an amount in various currencies equivalent to

forty-two million seven hundred thousand dollars ($42,700,000).

Section 2.02. The amount of the Loan may be withdrawn from

the Loan Account in accordance with the provisions of Schedule 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 described in Schedule 2 to this Agreement and to be

financed out of the proceeds of the Loan.

Section 2.03. Except as the Bank shall otherwise agree, pro-

curement of the goods and civil works required for the Project

and to be financed out of the proceeds of the Loan shall be

governed by the provisions of Schedule 4 to this Agreement.

Section 2.04. The Closing Date shall be March 31, 1985 or

such later date as the Bank shall establish. The Bank shall

promptly notify the Borrower and the Guarantor of such later

date.

Section 2.05. Not later than the Effective Date, the

Borrower shall pay to the Bank a fee equivalent to six hundred

thirty one thousand thirty four dollars ($631,034). The fee shall

be payable in such currency or currencies as the Bank shall

specify. In the event that the Bank shall not have received full

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payment of the fee by the Effective Date, the Bank shall, onbehalf of the Borrower, withdraw from the Lo-n Account and pay toitself the amount required for the full payment of the fee in thecurrency or currencies specified for the purpose.

Section 2.06. The Borrower shall pay to the Bank a commit-ment charge at the rate of three-fourths of one per cent (3/4 of1%) per annum on the principal amount of the Loan not withdrawnfrom time to time.

Section 2.07. The Borrower shall pay interest at the rate ofeleven and three-fifths per cent (11-3/5%) per annum on theprincipal amount of the Loan withdrawn and outstanding from timeto time.

Section 2.08. Interest and other charges shall be payablesemiannually on March I and Septrtmber 1 in each year.

Section 2.09. The Borrower shall repay the principal amountof the Loan in accordance with the amortization schedule setforth in Schedule 3 to this Agreement.

Section 2.10. The Borrower shall pay to the Guarantor theguarantee fee provided for in Section 3.05 of the GuaranteeAgreement.

ARTICLE III

Execution of the Project

Section 3.01. The Borrower shall carry out the Project withdue diligence and efficiency and in conformity with appropriateadministrative, financial, engineering and public utilitypractices.

Section 3.02. In order to assist the Borrower in carryingout the Project, the Borrower shall employ consultants whoseselection, qualifications, experience and terms and conditions ofemployment shall be satisfactory to the Bank in accordance withthe principles and procedures described in the "Guidelines forthe Use of Consultants by World Bank Borrowers and by the WorldBank as Executing Agency" published by the Bank in August 1981.

Section 3.03. (a) The Borrower undertakes to insure, or makeadequate provision for the insurance of, the imported goods to be

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financed out of the proceeds of the Loan against hazards incidentto the acquisition, transportation and delivery thereof to theplace of use or installation, and for such insurance any indem-nity shall be payable in a currency freely usable by the Borrowerto replace or repair such goods.

(b) The Borrower shall cause all goods and servicesfinanced out of the proceeds of the Loan to be used exclusivelyfor the purposes of the Project.

Section 3.04. (a) The Borrower shall furnish to the Bank,

promptly upon their prepa ation, the plans, specifications,reports, contract documents and construction and procurement

schedules for the Project, and any material modifications thereofor additions thereto, in such detail as the Bank shall reasonablyrequest.

(b) The Borrower shall: (i) maintain records and proceduresadequate to record and monitor the progress of the Project(including its cost anu the benefits to be derived from it), toidentify the goods and services financed out of the proceeds ofthe Loan, and to disclose their use in the Project; (ii) enablethe Bank's representatives to visit the facilities and construc-tion sites included in the Project and to examine the goodsfinanced out of the proceeds of the Loan and any relevant recordsand documents; and (iii) furnish to the Bank at regular intervalsall such information as the Bank shall reasonably request con-cerning the Project, its cost and, where appropriate, the bene-fits to be derived from it, the expenditure of the proceeds ofthe Loan and the goods and services financed out of the pro-ceeds.

(c) Upon the award by the Borrower of any contract forgoods, works or services to be financed out of the proceeds ofthe Loan, the Bank may publish a description thereof, the nameand nationality of the party to whom the contract was awarded andthe contract price.

(d) The Borrower shall enable the Bank's representatives toexamine all plants, installations, sites, works, buildings,property and equipment of the Borrower and any relevant recordsand documents.

(e) Promptly after completion of the Project, but in anyevent not later than six months after the Closing Date or such

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later date as may be agreed for this purpose between the Borrowerand the Bank, the Borrower shall prepare and furnish to the Banka report, of such scope and in such detail as the Bank shallreasonably request, on the execution and initial operation of theProject, its cost and the benefits derived and to be derived fromit, the performance by the Borrower and the Bank of theirrespective obligations under the Loan Agreement and the accom-plishment of the purposes of the Loan.

Section 3.05. The Berrower shall take all such action asshall be necessary to acquire as and when needed all such landand rights in respect of land as shall be required for carryingout the Project.

ARTICLE IV

Management and Operations of the Borrower

Section 4.01. The Borrower shall take out and maintain withresponsible insurers, or make other provisions satisfactory tothe Bank for, insurance against such risks and in such amounts asshall be consistent with appropriate practice.

Section 4.02. (a) The Borrower shall at all times maintainits corporate existence and the right to carry on its operationsand take all steps necessary to acquire, maintain and renew allrights, powers, privileges and franchises which are necessary oruseful in the conduct of its business.

(b) The Borrower shall at all times manage its affairs,plan its fliture expansion and carry on its operations, all inaccordance with sound business, financial and public utilitypractices, under the supervision of experienced and competentmanagement, and with the assistance of adequate, qualified andexperienced staff.

(c) The Borrower shall at all times operate and maintainits plants, machinery, equipment and other property, and make allnecessary repairs and renewals thereof, in accordance with soundengineering, and public utility practices.

(d) Except in the normal course of business, the Borrowershall not sell, lease, transfer or otherwise dispose of any ofits property or assets which shall be required for the efficientoperation of its business.

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Section 4.03. The Borrower shall furnish to the Bank for its

comments, any proposal for major changes in the Borrower's orga-

nizational structure, prior to implementing such proposals.

Section 4.04. The Borrower shall implement a staff training

program satisfactory to the Bank and the Borrower in accordance

with a timetable satisfactory to the Bank and the Borrower.

Section 4.05. In the event that the electrical undertakings

carried on by local authorities are to be transferred to the

Borrower, the Borrower shall, prior to the date of transfer,

prepare and agree with the Bank on a program and terms for such

transfer.

Section 4.06. (a) The Borrower shall, by December 31, 1982

furnish through the Guarantor to the Bank for its review a long-

term power development plan.

(b) The Borrower shall, commencing by December 31, 1983 and

by each December 31 thereafter, furnish through the Guarantor to

the Bank for its review an updated version of the long-term power

development plan.

(c) The Borrower shall implement the long-term power devel-

opment plan as agreed between the Guarantor, the Bank and the

Borrower.

ARTICLE V

Financial Covenants

Section 5.01. The Borrower shall maintain records adequate

to reflect in accordance with consistently maintained appropriate

accounting practices its operations and financial condition.

Section 5.02. The Borrower shall: (i) have its accounts and

financial statements (balance sheets, statements of income and

expenses and related statements) for each fiscal year audited, in

accordance with appropriate auditing principles consistently

applied, by independent auditors acceptable to the Bank; (ii)

furnish to the Bank as soon as available, but in any case not

later than: (A) four months after the end of each such year,

certified copies of its financial statements for such year; and

(B) ten months after the end of each such year, the report of

such audit by said auditors, of such scope and in such detail as

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the Bank shall have reasonably requested; and (iii) furnish tothe Bank such other infcrmation concerning the accounts andfinancial statements of the Borrower and the audit thereof as theBank shall from time to time reasonably request.

Section 5.03. (a) The Borrower represents that at the dateof this Agreement no lien exists on any of its assets as securityfor any debt except as otherwise currently reported to the Bankor stated in writing.

(b) The Borrower undertakes that, except as the Bank shallotherwise agree: (i) if the Borrower shall create any lien on anyof its assets as security for any debt, such lien will equallyand ratably secure the payment of the principal of, and interestand other charges on, the Loan, and in the creation of any suchlien express provision will be made to that effect, at no cost tothe Bank; and (ii) if any statutory lien shall be created on anyassets of the Borrower as security for any debt, the Borrowershall grant, at no cost to the Bank, an equivalent liensatisfactory to the Bank to secure the payment of the principalof, and interest and other charges on, the Loan; provided,however, that the foregoing provisions of this paragraph shallnot apply to: (A) any lien created on property, at the time ofpurchase thereof, solely as security for the payment of thepurchase price of such property; or (B) any lien arising in theordinary course of banking transactions and securing a debtmaturing not more than one year after the date on which it isoriginally incurred.

Section 5.04. Except as the Bank shall otherwise agree, theBorrower shall not incur any debt unless its net revenues for thefiscal year immediately preceeding such incurrence or for a latertwelve-month period ended prior to such incurrence, whichever isthe greater, shall be not less than 1.25 times the maximum debtservice requirements for any succeeding fiscal year on all debtincluding the debt to be incurred. For the purposes of thisSection:

(a) the term "debt" means all debt of the Borrower, includ-ing debt for the service of which the Borrower is responsible,maturing by its terms more than one year after the date on whichit is originally incurred;

(b) debt shall be deemed to be incurred on the date ofexecution and delivery of a contract, loan agreement or otherinstrument providing for such debt;

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(c) the term "net revenues" means gross revenues from all

sources, adjusted to take account of the Borrower's tariffs in

effect at the time of the incurrence of debt even though theywere not in effect during the fiscal year or twelve-month period

to which such revenues relate, less all expenses of operation and

maintenance in connection with the generation, transmission and

distribution of electricity, administration, and taxes, if any,but before deduction of provision for depreciation of assets,interest and other charges on debt;

(d) the term "debt service requirements" means the aggre-

gate amount of amortization (including sinking fund allocations,if any), of, and interest and other charges on debt; and

(e) whenever for the purposes of this Section, or of

Section 5.05 hereof, it shall be necessary to value, in terms of

the currency of the Guarantor, debt payable in another currencysuch valuation shall be made on the basis of the prevailI.ng

lawful rate of exchange at which such other currency is, at the

time of such valuation, obtainable for the purposes of servicing

such debt, or, if such other currency is not so obtainable, at

such rate of exchange as shall be reasonably determined by the

Bank; such valuation shall exclude any amount to which the

Guarantor may be entitled or liable in accordance with Section 42

(6) of the Ceylon Electricity Board Act.

Section 5.05. (a) Except as the Bank shall otherwise agree,

the Borrower shall before the start of each fiscal year review,and adjust if necessary, its tariffs, to provide sufficient

revenue to cover operating expenses including taxes, if any, and

straight-line depreciation, and to produce an annual return on

the current value of its net fixed assets in service of eight per

cent (8%) or such higher return as may be agreed upon between theGuarantor, the Bank and the Borrower.

(b) Prior to the payment to the Guarantor, of any dividend

on the share capital of the Borrower, including any dividend

referred to in Section 39 (B) of the Ceylon Electricity BoardAct, or to the making of any other payment or distribution to theGuarantor in respect of any such year, the Borrower, out of its

net income, shall satisfy, or make due provision for the

satisfaction of, not less than 30% of the capital expenditures

incurred in respect of such year, after adding thereto or

deducting therefrom the amount of any shortfall or excess in theamount so satisfied or provided for in respect of the immediately

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preceding fiscal year below or above 30% of the capitalexpenditures incurred in respect thereof.

(c) For the purposes of this Section:

(i) the annual return shall be calculated by relatingnet income before intereet and other charges ondebt for that year to the average of the currentvalue of net fixed assets in service at thebeginning and at the end of that year;

(ii) the term "current value of net fixed assets" meansthe gross value of fixed assets as initiallyrevalued in accordance with the valuation studyprovided for in Part V of Schedule 1 of the LoanAgreement between the Bank and the Borrower datedJuly 28, 1969 and thereafter as annually reviewedand revalued from time to time, on the basis ofappropriate methods of valuation acceptable to theBank, less the amounts accumulated in respect of:

(1) depreciation of assets (as so revalued);and

(2) consumers' contributions or other con-tributions to capital expenditures allin accordance with proper accountingprinciples consistently applied;

(iii) the term "net income" means 11 revenues of theBorrower except income fr m investments notdirectly related to its operations, less alloperating expenses;

(iv) the term "operating expenses" means all expensesof operation and maintenance in connection withthe generation, transmission and distribution ofelectricity, and of administration, includingadeq,ate provision for depreciation, and fortaxes, if any, but excluding provision forinterest and other charges on debt;

(v) the term "capital expenditures" shall mean allexpenditures, including interest during construc-tion but excluding operating expenses, incurred in

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connection with the generation, transmission and

distribution of electricity either:

(A) by the Borrower; or

(B) by any Government Department or body for the

purpose of each Joint Scheme entered into bysuch Department or body as referred to in

Section 12 (L) of the Ceylon Electricity

Board Act; and

(vi) the term "debt" and "debt service requirements"

have the meanings respectively set forth in

Section 5.04 of this Agreement.

Section 5.06. The Borrower shall ensure that as at the last

working day of each month the aggregate amount due to it in

respect of electricity supplied by the Borrower for which meters

shall have been read (other than amounts disputed under Section

55 of the Ceylon Electricity Board Act and any amounts duly

written off in the books of the Borrower) shall not exceed the

aggregate amount of billings issued by the Borrower in respect of

the period of 3 months expiring on such day or, if earlier, on

the latest date as at which such aggregate amount of billings is

known to the Borrower.

Section 5.07. The Borrower shall, with regard to its

tariffs, continue to implement the agreed recommendations

referred to in Section 4.06 (ii) of the Priject Agreement (Sixth

Power Project) between the Association and the Borrower dated

September 24, 1980.

Section 5.08. The Borrower shall continue to maintain its

inventories at levels satisfactory to the Guarantor and the Bank.

ARTICLE VI

Remedies of the Bank

Section 6.01. For the purposes of Section 6.( of the

General Conditions, the following additional events are specified

pursuant to paragraph (k) thereof:

(a) The Guarantor or any other authority having jurisdic-

tion shall have taken any action for the dissolution or disestab-

lishment of the Borrower or for the suspension of its operations.

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(b) The Ceylon Electricity Board Act shall have beenamended, suspended, abrogated, repealed oi waived in such a wayas to materially and adversely affect t7e ability of the Borrowerto carry out the covenants, agreements and obligations set forthin this Agreement.

(c) An extraordinary situation shall have arisen whichshall make it improbable that the Borrower will be able toperform its obligations under this Agreement.

Section 6.02. For the purposes of Section 7.01 of theGeneral Conditions, the following additional events are specifiedpursuant to paragraph (h) thereof, namely that any events speci-fied in paragraphs (a) or (b) of Section 6.01 of this Agreementshall occur.

ARTICLE VII

Termination

Section 7.01. The date AMAOGuA.I /6pl9g L , is hereby speci-fied for the purpose of Section 12.04 of the General Conditions.

ARTICLE VIII

Addresses

Section 8.01. The following addresses are specified for thepurposes of Section 11.01 of the General Conditions:

For the Bank:

International Bank forReconstruction and Development

1818 H Street N.W.Washington, D.C. 20433United States of America

Cable address: Telex:

INTBAFRAD 440098 (ITT)Washington, D.C. 248423 (RCA) or

64145 (WUI)

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For the Borrower:

Ceylon Electricity BoardP.O. Box 540ColomboSri Lanka

Cable address: Telex:

KILOWATTS 21368 KILOWATTS CE

Colombo

IN WITNESS WHEREOF, the parties hereto, acting through their

representatives thereunto duly authorized, have caused this

Agreement to be signed in their respective names in the Districtof Colombia, United States of America, as of the day and yearfirst above written.

INTERNATIONAL BANK FORRECONSTRUCTION AND DEVELOPMENT

ByRegional Vice President

South Asia

CEYLON ELECTRICITY BOARD

ByAuthorized Representative

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SCEDULE 1

Withdrawal of the Proceeds of the Loan

1. The table below sets forth the Categories of imported itemsto be financed out of the proceeds of the Loan and the allocationof the amounts of the Loan to each Category:

Amount of theLoan Allocated(Expressed in

Category Dollar Equivalent)

(1) Equipment, materials 38,500,000and installation forthe 80 megawattdiesel station

(2) Technical 1,500,000services

(3) Fee 631,034

(4) Unallocated 2,068,966

TOTAL 42,700,000

2. Notwithstanding the provisions of paragraph 1 above, nowithdrawals shall be made in respect of:

(a) expenditures in the currency of the Guarantor or forgoods or services supplied from the territory of the Guarantor;

(b) payments made for expenditures prior to the date ofthis Agreement, except that withdrawals, in an aggregate amountnot exceeding the equivalent of $4,200,000, may be made onaccount of payments made for such expenditures before that datebut after April 1, 1982; and

(c) payments for taxes levied by, or in the territory of,the Guarantor on goods or services, or on the importation,manufacture, procurement or supply thereof.

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3. Notwithstanding the allocation of an amount of the Loan setforth in the second column of the table in paragraph 1 above, ifthe Bank has reasonably estimated that the amount of the Loanthen allocated to any Category will be insufficient to finance

all expenditures in that Category, the Bank may, by notice to theBorrower, reallocate to such Category, to the extent required tomeet the estimated shortfall, proceeds of the Loan which are thenallocated to another Category and which in the opinion of theBank are not needed to meet other expenditures.

4. If the Bank shall have reasonably determined that the pro-curement of any item in any Category is inconsistent with theprocedures set forth or referred to in this Agreement, noexpenditures for such item shall be financed out of the proceedsof the Loan and the Bank may, without in any way restricting orlimiting any other right, power or remedy of the Bank under theLoan Agreement, by notice to the Borrower, cancel such amount ofthe Loan as, in the Bank's reasonable opinion, represents theamount of such expenditures which would otherwise have beeneligible for financing out of the proceeds of the Loan.

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SCHEDULE 2

Description of the Project

The Project consists of the continuing development of theelectricity generating system in Sri Lanka and comprises:

1. The development of an 80 megawatt diesel power stationlocated in the outskirts of Colombo.

2. Technical services, including engineering services fordetailed design and implementation.

The Project is expected to be completed by March 31, 1984.

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S(BIEDULE 3

Amortization Schedule

Payment of Principal

Date Payment Due (expressed in dollars)*

On each March 1 and September 1

beginning March 1, 1985through March 1, 2002 1,185,000

On September 1, 2002 1,225,000

* The figures in this column represent dollar equivalents

determined as of the respective dates of withdrawal; seeGeneral Conditions, Section 3.04.

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Premiums on Prepayment

The following percentages are specified as the premiumspayable on repayment in advance of maturity of any portion of theprincipal amount of the Loan pursuant to Section 3.04 (b) of theGeneral Conditions:

Time of Prepayment Premium

Not more than three yearsbefore maturity 1.75%

More than three years butnot more than six yearsbefore maturity 3.50%

More than six years butnot more than eleven yearsbefore maturity 6.40%

More than eleven years butnot more than sixteen yearsbefore maturity 9.30%

More than sixteen years butnot more than eighteen yearsbefore maturity 10.45%

More than eighteen yearsbefore maturity 11.60%

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SCHEDULE 4

Procurement

A. International Competitive Bidding

1. Goods and civil works shall be procured under contracts

awarded in accordance with procedures consistent with those set

forth in the current edition of the "Guidelines for Procurement

under World Bank Loans and IDA Credits" published by the Bank in

March 1977 (hereinafter called the Guidelines), on the basis of

international competitive bidding as described in Part A of the

Guidelines.

2. Supply and erection of the 80 megawatt diesel power station

under the Project shall be carried out under a singleresponsibility contract.

3. For the purpose of evaluation and comparison of bids for the

supply of goods to be procured on the basis of international com-

petitive bidding: (i) bidders shall be required to state in their

bid the c.i.f. (port of entry) price for the imported goods, orthe ex-factory price or off-the-shelf price of other goods

offered in such bid; (ii) customs duties and other import taxes

levied in connection with the importation, or the sales and

similar taxes levied in connection with the sale or delivery,

pursuant to the bid, of the goods shall not be taken into account

in the evaluation of the bids; and (iii) the cost of inland

freight and other expenditures incidental to the delivery of the

goods to the place of their use or installation shall be

included.

B. Review of Procurement Decisions by the Bank

1. Review of invitations to bid and of proposed awards and

final contract:

With respect to the single contract referred to in Part A.3

of this Schedule:

(a) After bids have been received and evaluated, the

Borrower shall, before a final decision on the award is made,

inform the Bank of the name of the bidder to which it intends to

award the contract and shall furnish to the Bank, in sufficient

time for its review, a detailed report on the evaluation and

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comparison of the bids received, together with the recommenda-tions for award of the Borrower and such other information as theBank shall reasonably request. The Bank shall, if it determinesthat the intended award would be inconsistent with the Guidelinesor this Schedule, promptly inform the Borrower and state thereasons for such determination.

(b) The terms and conditions of the contract shall not,a without the Bank's concurrence, materially differ from those on

which bids were asked or prequalification was invited.

(c) Two conformed copies of the contract shall be furnishedto the Bank promptly after its execution and prior to the submis-sion to the Bank of the first application for withdrawal of fundsfrom the Loan Account in respect of such contract.

2. Before agreeing o any material modification or waiver ofthe terms and conditi- ts of a contract, or granting an extensionof the stipulated time for performance of such contract, orissuing any change order under such contract (except in cases ofextreme urgency) which would increase the cost of the contract bymore than 1% of the original. price, the Borrower shall inform theBank of the proposed modification, waiver, extension or changeorder and the reasons therefor. The Bank, if it determines thatthe proposal would be inconsistent with the provisions of thisAgreement, shall promptly inform the Borrower and state thereasons for its determination.

INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT

CERTIFICATE

I hereby certify that the foregoing is a true

copy of the original in the archives of the Interna-

tional Bank for Reconstruction and Develop-

ment.

In witness whereof I have signed this Certifi-

cate and affixed the Seal of the Bank thereunto

this day of 4 , 198 1 .

FOR SECRETARY