THIS AGREEMENT dated the 23rd day of Setember 1974, by and amongthe National Planning Council (Borrower), an agency of the Gove-rnment of the Hashemite Kingdom of Jordan, the Ministry of Fina-nce of the Hashemite Kingdom of Jordan (Guarantor), and the Min-istry of Finance of the Republic of china (Lender).WITNESSETH:──────WHEREAS, the Borrower has requested the Lender to establish a l-oan in lawful United States Dollars for the purpose of enablingthe Borrower to complete the Safi-Aqaba Highway Construction (P-roject) in the Hushemite Kingdom of Jordan; andWHEREAS, the aggregate foreign currency amount for the construc-tion of the Project is estimated to be equal or exceeding U.S.Dollars Eight Million (US$8,000,000); andWHEREAS, the Borrower agrees to provide and to meet all local c-urrency and foreign currency expenses of the project constructi-on in excess of the loan amount extended by the Government of t-he Republic of China from the resources of the Government of theHashemite Kingdom of Jordan; andWHEREAS, the Government of the Republic of China agrees throughthe request of the Government of the Hashemite Kingdom of Jordanto designate “Ret-Ser Engineering Agency” (Contractor) of theGovernment of the Republic of China to implement the Constructi-on of the Project work through contractual relationship to theMinistry of Public wroks; andWHEREAS, the Guarantor, in consideration of the covenants and a-greements of the Lender contained in this Agreement, has agreedto guarantee unconditionally the repayment to the Lender of theindebtedness incurred by the Borrower under this Agreement, andWHEREAS, the establishment of the Loan will facilitate the prom-otion of mutualeconomic cooperation and friendship between theHashemite Kingdom of jordan and the Government of the Republicof China;NOW, THEREFORE, the parties here to in consideration of the pre-mises and their respective obligations, undertakings and commit-ments hereinafter set forth covenant and agree as follows:ARTICLE ⅠAmount, Purpose and Availability of the LoanThe Lender hereby establishes in favor of the Borrower a loan inthe principal amount of Eight Million U.S. Dollars (US$8,000,000) to assist the Borrower in the execution of the Project. Exceptas the Lender may otherwise consent in writing, disbursement sh-all not be made under the Loan subsequent to August 30,1977 (Av-ailable date). Any part of the Loan which is not disbursed on orbefore said date may be cancelled by the Lender.ARTICLE ⅡRepayment of the Loan, Promissory NotesRepayment:The Borrower unoonditionally covenants and agrees torepay the principal amount of the Loan, to pay interest thereon,and to satisfy certain other undertakings as follows:(1) Principal. The Borrower shall repay to the order of the Len- ───── der: With respect to the aggregate disbursements made by the Len- der repayment in twenty (20) equal sucoes sive semiannual i- nstallments shall be made starting from the date at the deg- inning of the third year after project complention, with ea- ch installments in the principal amount of U.s. $400,000. T- he beginning date of repayment and due date for subsequent semi-annual installments shall be based on the actual date of completion of the project.(2) Interest. The Borrower shall pay interest to the Lender on ──── the principal amount of the Loan disbursed and outstanding from time to time.Such interest payment shall be made on Ja- nuary 10 and July 10 of each year commencing with the first such date subsequent to the initial disbursements by the Le- nder, computed at the rate of seven (7%) percent per annum on basis of actual number of days using a 360 day factor. Interest shall not be charged on the principal payment for the date on which such payment is made. Interest accruing an disbursements made by the Lender within thirty (30) calendar days prior to any interest payment date shall not be payable on such interest date but shall be payable on the next succ- eeding interest payment date.(3) Promissory Notes. The Borrower shall issue and deliver to t- ──────── he Lender a negotiable promissory note (“Note“) in substa- ntially the form of Annex “A” to this Agreement. Such a N- ote shall be: (a) dated as of its date of issue; (b) payable in U.s. Dollar currency; and (c) printed in English language on a sheet of safety paper. Such a Note shall be valid and enforceable only to the extent of: (1) The agregate amount of all the disbursements under the Loan; (2) the Interest t- hereon. although the Note shall bear interest from the date thereof, appropriate adjustment will be made so that intere- st shall be payable only from the dates of the respective d- isbursement under the Loan. Upon payment in full by the Bor- rower of all amounts owing to the Lender under this Agreeme- nt and the Notes issued hereunder, the Notes will be cancel- led and returned to the Borrower.(4) Exchange of Notes. After disbursement of the Loan, if the t- ───────── otal aggregate amount is less than the total principal amou- nt, the Borrower shall be entitled, upon written request, to exchange for the outstanding Note a new Note in a principal amoount equal to the principal amount of Note surrendered l- ess (a) the aggregate of any repayments of principal amount of Note surrendered Note (b) any-ratable reduction attribut- able to the outstanding installments of the Notes surrender- ed. Such a new Note is to be dated the date to which intere- st shall have been paid on the Note surrendered and shall c- onform otherwise to the requirements of subparagraph (3) of this paragraph A.(5) Prepayments. Upon one month’s prior notice from the Borrower ────── to the Lender, the Borrower shall have the right to repay at any time in advance of maturity, without premium or penalty, all or part of the outstanding principal amounts of the Loan and the Note. And such prepayments shall be applied to the outstanding installments of principal of the Loan and Notes in the inverse order of their maturity.ARTICLE ⅢA Guarantee. Without limitation or restriction upon any of the ───── other covenants of the Guarantor contained in this Agreement, the Guarantor hereby unconditionally quarantees, as primary o- bligor and not as surety merely, the due and punctual payment of all indebtedness of the Borrower to the Lender under or as the result of this Agreement. The Guarantor hereby waives dil- igence, presentment, demand, protest and notice of any kind, as well as any requirement that the Lender, its assigness or endorsees exhaust any right or take any action against the Bo- rrower. The Guarantor hereby consents to any extension of (1) the Ava- ilability Date and (2) the time of payment and any renewal of the indebtness of the Borrower under this Agreement or the No- te. This quarantee will not be discharqed of affected by any circumstance (other than complete payment by the Borrower or the Guarantor) which might constitute a legal or equitable di- scharged, the intention of the Guarantor being that its guara- ntee is absolute and unconditional in any and all circumstanc- es.B Endorsements of Notes. As further evidence of its guarantee, ─────────── the Guarantor shall endorse the Note issued by the Borrower in the form specified in Annex “A” to this Agreement.ARTICLE ⅣDisbursement ProcedureA Compliance with Condition Precedent. When all conditions prec- ────────────────── edent to the utilization of the Loan (as provided in Article VI hereof) have been complied with, the Loan may be utilized from time to time in accordance with procedures stipulated he- rein.B Letters of Credit. To facilitate the disbursement of fund to ───────── the contractor for implementation of the total amount thereof shall not exceed the amount of loan under this Loan Agreement, will be issued to a Bank designated by the Government of the Republic of China in favor of the Contractor. Procedure for p- ayment application shall be as follows:(1) Pursuant to the construction contract executed between the Borrower and the Contractor for SafiAqaba Highway Project, application for contract advance payment, monthly progress payments etc.. shall be prepared by the Contractor, certifi- ed and approved by the Ministry of Public Works. Only the U. S. Dollar portion of the project disbursement will be paid under the letters of credit from the Loan proceed. Approved payment certificate by the Borrower shall be submitted by t- he Borrower to the designated Authority of the Government of the Republic of China and letter of credit will be issued a- ccordingly. The Contractor shall submit the certified payme- nt documents together with a payment application signed by the designated representative of the Contractor for the amo- unt to be paid to the Bank designated by the Government of the Republic of China. Payment under the letters of credit by the Bank through reimbursement form the Loan proceed will indicate the date of principal disbursement for the amount requested and will also be the starting date for the intere- st for each such disbursements.(2) Aggregate amount of disbursements through all payment cerfi- fication mentioned above until the completion of the project , will be the total aggregate amount of the Loan proceed di- sbursed. Interest shall be computed to January 10 and July 10 each year from the date of disbursement of the principal and shall become due at each interest payment date as menti- oned in Article II of this Agreement.(3) The contract payments to the Contractor in U.S. Dollar curr- ency from the Loan and in Jordanian currency will be made a- ccording to a 60% and 40% ratio respectively withdrawn. The remaining portion contract cost shall be the obligation and responsibility of the Borrower for making payment to the Contractor according to the stipulations of the construction contract between the Ministry of Public Works and the Contr- actor.ARTICLE ⅤRepresentations, Warranties and CovenantsA Representations and Warranties-Borrower. The Borrower represe- ──────────────────── nts and warrants that the Loan extended hereunder is reasonab- ly necessary to meet the foreign currency requirements for the construction of the Project.(1) Authority. The Borrower has full power, authority, and legal ───── right to incur the indebtedness and other obligations provi- ded for in this Agreement, to execute and deliver this Agre- ement and the Note, and to perform and observe the terms and provisions of this Agreement and the Note. This Agreement d- oes and the Note will, constitute valid, binding and obliga- tions of the the Borrower, enforceable in accordance with t- he terms hereof and thereof.(2) Legality. There is no constitutional provision, treaty, sta- ──── tute, requlation, decree or similar authority or other legal or contractual obligation binding on the Borrower whcih wou- ld be violated by its exection and delivery of this Agreeme- nt or the Note or the performance or observance of any of t- he terms hereof and thereof.B Affirmative Covenants-Borrower. ─────────────── Until all of the indebtedness under this Agreement and the No- te has been paid in full, the Borrower covenants that except as the Lender may otherwise consent in writing.(1) Use of the Proceeds. All funds disbursed to or for the acco- ────────── unt of the Borrower under this Agreement, will be used to f- inance the construction of the Project, and for no other pu- rpose.(2) Information and Documents. The Borrower shall furnish to the ───────────── Lender all reasonable information concerning the expenditur- es paid out of the Loan and the operation and implementation status of the Project. The Borrower shall also furnish to t- he Lender such opinions of counsel, evidence of authority, authenticated specimen signatures and other relevant docume- nts and information as the Lender may reasonably request.(3) Record. The Borrower shall maintain records adequately to d- ─── isclose the utilization of the disbursement to the Project and to record the physical progress of the Project including cost of work.(4) Inspection. The Borrower shall permit the representatives a- ───── nd agents of the Lender to inspect the facilities, activiti- es, books, records and account of the Borrower. The Borrower shall cause its officials, employees and agents to give the- ir full cooperation and assistance in connection therewith.(5) Further Assurance. The Borrower shall obtain any authorizat- ───────── ion approval, license or consent from any official, agency or instrumentality of the Hashemite Kingdom of Jordan which may be necessary for the Borrower to fulfill its obligations under this Agreement and Note.(6) Completion of the Project. The Borrower shall prosecte the ───────────── Project to completion and shall provide funds from its own resourses, or obtain from other sources on a basis satisfac- tory to the Lender, such funds including local and foreign currency as may be required by the Borrower to complete the entire Project.C Representations and Warranties – Guaantor. The Guarantor repr- ───────────────────── esents and warrants:(1) Authority. The Guarantor has full power, authority, and leg- ───── al right to incur the indebtendness and other obligations p- rovided for in this Agreement, to execute and deliver this Agreement, to endorse guarantee on the Notes, and to perform and observe the terms and provisions of this Agrement and t- he Note.This Agreement does, and the Note when endorsed by the Guarantor with its guarantee will, constitute valid, bi- nding and enforceable obligations of the Guarantor in accor- dance with the respective terms hereof and thereof.(2) Legality. There is no constitutional provision, treaty, sta- ──── tute, regualation, decree or similar authority or other le- gal or contractual obligation binding on the Guarantor which would be violated by its exectution and delivery of the Gua- rantee and this Agreement or the performance or observance of any of the terms hereof and thereof.(3) Full Faith and Credit. The quarantee and all of the covenan- ─────────── ts of Guarantor contained in this Agreement constitutes unc- onditional direct obligations of it for the payment and per- formance of which its full faith and credit is pledged.D General Covenants – Guarantor. Until all of the indebtedness ─────────────── under this Agreement and the Note has been paid in full, the Guarantor consents and agrees that except as the Lender may o- therwise consent in writting:(1) Cooperation. The Guarantor shall not take any action which ────── would prevent or interfere with the performance by the Borr- ower of any of the covenants, agreements, and obligations of the Borrower contained in this Agreement and shall take or cause to be taken all actions necessary or appropriate to e- nable the Borrower to perform such covenants, agreements and obligations.(2) Subrogation. Regardless of any payment by the Guarantor und- ────── er Article Ⅲ of this Agreement, the Guarantor shall not en- joy the right of subrogation to the claims and demands of t- he Lender, nor the right to enforce any lien or other secur- ity for or on account of the granting of this Guarantee, nor in anyway affect the right of the Lender to enforce repayme- nt to the extent that the whole or a portion of the debt is still left unpaid.ARTICLE ⅥConditions PrecedentAs a condition precedent to any disbursement by the Lender underthis Agreement, the Lender shall be furnished the following inform and substance satisfactory to him.(1) The Note. The Note required by subparagraph (3) of paragraph ──── A of Article Ⅱ hereof.(2) Legal Opinion. An opinion of legal counsel acceptable to the ─────── Lender: (a) Verifying the representatives and warranties of the Borro- wer set forth in subparagraphs (1) and (2) of parapraph A of Article V hereof; (b) Verifying the representatives and warranties of the Guarantor set forth in subparagraphs (1) through (3) of paragraph C of Article V hereof; and (c) to the effect no present tax or other charges will be levied or imposed by the Hashemite Kingdom of Jordan, or any pol- itical or taxing authority thereof, on the indebtedness of the Borrower incurred under this Agreement or on any Notes evidencing such indebtedness or on the Lender with respect to payment of the indebtedness of the Borrower incurred h- ereunder. If (c) is not true, such opinion shall describe tax and varify that no legal requirement prohibits the pa- yment of such tax by the Borrower or the Guarantor and the remittance in full of the indebtedness of the Borrower in- curred hereunder or the increase of the interest rate to yield to the Lender, after deduction of the tax, interest at the rates specified in subparagraph (2) paragraph A, A- rticle Ⅱ hereof. Such opinion shall refer to all pertine- nt laws, ordinances, regulations, resolutions and other r- elevant documents.(3) Evidence of Authority. Evidence of the authority of each pe- ─────────── rson who:(a) has signed this Agreement on behalf of the Bor- rower; (b) has signed this Agreement on behalf of the Guara- ntor (c) has executed or will execute the Notes on behalf of the Borrower; (d) has executed or will execute the guarantee of the Guarantor on the Note; (e) will sign the statement, reports, certificates, and other documents required by this Agreement, and will otherwise act as a representative of the Borrower in the operation of this Agreement.(4) Sepcimen Signatures. The authenticated specimen signature of ────────── each person named pursuant to subpargraph (3) above.(5) Construction Contract and Schedule. Evidence showing the co- ───────────────── nstruction contract for the Project has been concluded indi- cationg total project costtogether with the progress schedu- le for implementation of project constraction.(6) Exchange Assurance. Evidence that the Borrower has obtained ───────── or caused to be obtained from the proper Jordanian Governme- ntal authorities assurances that sufficient U.S. Dollar cur- rency will be made available to service payments when due of the Borrower’s indebtedness incurred under this Agreement.(7) Project Cost Exceeding Loan Proceed. Evidance that the Borr- ────────────────── ower has obtained from proper Jordanian Government authorit- y assurances that sufficient self provided local and foreign currency resources are available to meet the project requir- ement which is in excess of the Loan provided under this Ag- reement.ARTICLE ⅦCancellation and SuspensionThe Borrower may cancel the unused Portion of the Loan any timeby giving to the Lender written notice of such cancellation. Ifan event of default occurs or an event now unforeseen should oc-cur which in the reasonable judgement of the Lender, would rend-er unlikely the successful completion of the Project and the Le-nder shall so notify the Borrower in writing, the Lender may su-spend disbursement until receipt of satisfactory evidence tahtany cause of such suspension has been eliminated in a manner sa-tisfactory to the Lender.Any such suspension or cancellation shall be without prejudiceto the rights and obligations of the parties with respect to pr-e-emptively committed funds or disbursements made pursuant to t-his Agreement prior to such suspension or cancellation.ARTICLE ⅧEvents of DefaultIf any of the following events (Event of Default) shall have oc-curred and is continuing:(1) A failure of the Borrower or the Guarantor to pay any amount due under this Agreement or the Note;(2) Any representation or warranty made in or in connection with the execution and delivery of this Agreement, any Note, or any certificate shall at any time prove to have been incorr- ect in any material respect;(3) A failure by the Borrower or the Guarantor to perform any o- ther covenant or obligation under this Agreement or the Not- es and such failure remains unremedied for a period of thir- ty (30) calendar days after written notice thereof shall ha- ve been given to the Borrower, or to Guarantor, by the Lend- er;(4) Any Governmental authority shall have taken any action which in the opinion of the Government of the Republic of China a- dversely affects the Borrower or the Guarantor to pay its i- ndebtedness incurred hereunder; the Lender, by written notice to the Borrower or the Gu- arantor, shall make immediately due and payable (a) the ent- ire principal indebtednesss then outstanding under this Loan (b) accrued interest to the date of payment, without prese- ntment, demand protest or other notice of any kind, all of which are lereby expressly waived by the Borrower and the Guarantor. Upon the giveing of such notice any security wh- ich may exist with respect to such amount or Note shall be- come enforceable.ARTICLE ⅨMiscellaneousA Disposition of Indebtness. The lender may transfer, negotiate, ───────────── grant participation in, or otherwise dispose of all or any po- rtion of the Borrower’s Note.B Taxes. The borrower and Guarantor agree to pay or cause to be ─── paid all present and future taxes, duties, fees or other char- ges, if any, levied or assessed by any government, or in conn- ection with the execution, issuance, delivery or registration of this Agreement or the Note of the payment of prinicipal or interest hereunder and thereunder.C Further Exchange of Promissory Notes. Upon request of the Len- ────────────────── der made from time to time the Borrower shall issue and deliv- er to the Lender, in exchange for any Note previously issued to the Lender, its new Note or Notes in such denomination as the Lender may specify, dated the date to which interest shall have been paid on the Note or Notes surrendered, an in an agg- regate principal amount equal to the unpaid principal on the Note or Notes surrendered. Any such new Notes shall conform to the requirements of this Agreement and shall be substantially in the form of Annex “A” to this Agreement, except for such modifications as the Lender may specify to give effect to any of the provisions of this paragraph.D Language. All notice, communications, reports, opinions and o- ──── ther documents given under this Agreement, unless submitted in the English language, shall be accompanied by one English tra- nslation for each copy of the foregoing so submitted. The Eng- lish version of any of the foregoing shall prevail in case of conflict.E Waiver. No failure or delay on the part of the Lender to exer- ─── cise any right, power, or privilege under this Agreement or t- he Note shall operate as a waiver thereof, nor shall any sing- le or partial exercise of any right, power or privilege under this Agreement or the Note preclude any further exercise ther- eof or the exercise of any other right, power or privilege.F Expenses. All statement, reports, certificates, opinions and ──── other documents or information furnished to the Lender under the Agreement shall be supplied by the Borrower or the Guaran- tor without cose to the Lender. Further, the Borrower or the Guarantor herely agree to reimburse the Lender on demand in U. S. Dollar for cost and expenses such as Bank Commission for e- stablishment of letter or letters of credit, out of pocket ex- penses (including printing cost, legal fees) incurred by the Lender in connection with the preparation, establishment, ope- ration, and enforcement of this Agreement or the protection or presentation of any right or claim of the Lender in connection with this Agreement or the Note.G Governing Law. This Agreement and each Note issued pursuant to ─────── this Agreement shall be governed by, and construed in accorda- nce with the laws of the Republic of China. The Borrower and the Guarantor further agree that to the extent that the Borro- wer or any of its property has or hereafter may acquire any i- mmunity from suit on the grounds of sovereignty, the Borrower hereby waives such right of sovereign immunity in respect of its obligations under this Agreement and the Notes, and that any legal action or proceedings with respect to this Agreement or the Note against either or them may be brought in the court in the Republic of China, in Hashemite Kingdom of Jordan or in any appropriate jurisdiction in a third country determined by the Lender.H Notice. All notices and other communications hereunder shall ─── be given in writing and shall be addressed set forth below, or at such other places as such party may designate in writing: Ministry of Finance, Taipei, Republic of China National Planning Council, amman, Hashemite kingdom of Jordan IN WITNESS WHEREOF, the parties hereto have caused this Agree- ment to be duly executed in Amman, on the date first mentioned above.For the Government of the Republic of ChinaAmbassador Shu-ming WangOn behalf of the Ministryof Finance of the Republicof ChinaFor the Government of the hashemite kingdom of JordanDr. khalil SalimPresident,National Planning council

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