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1 PARTICIPATION AGREEMENTThe CENTRAL AMERICAN BANK FOR ECONOMIC INTEGRATION, an internat-ional juridical person, hereinafter referred to as "the Bank" a-nd the REPUBLIC OF CHINA, hereinafter "Participant" have agreedto execute this Participation Agreement.The Bank, under Board of Governors Resolution, approved the Sta-tutes appearing as Annex A of this Agreement and which is consi-dered as to be part of the same, by which the "FUND FOR THE ECO-NOMIC AND SOCIAL DEVELOPMENT OF CENTRAL AMERICA", hereinafter" The Fund", was created.The Statutes permit the participation in the Fund of non-region-al countries which shall have executed this Participation Agree-ment.Based upon the foregoing, the parties agree to the following:FIRSTThe Participant commits itself to contribute to the Fund with asum of ONE HUNDRED FIFTY MILLION DOLLARS OF THE UNITED STATES OFAMERICA (US$150,000,000.00), integrated in the following manner:a) Twenty five percent (25%), equivalent to THIRTY SEVEN MILLIONAND FIVE HUNDRED THOUSAND DOLLARS OF THE UNITED STATES OF AM-ERICA (US$37,500,000.00), within a period of two (2) years inannual and consecutive installments, the first of which shallbe paid within ninety (90) days after entering into force of the present Agreement. b) The remaining seventy five percent (75%) shall be paid uponrequest by the Bank and only in the case that the Bank and t-he Fund resources are not sufficient to pay obligations incu-rred in obtaining resources for the Fund, provided such obli-gations shall have been accepted in accordance with paragraphd) of Article 12 of the Statutes.The contributions mentioned in this Article shall be paid in do-llars of the United States of America.SECONDThe payment request referred to in paragraph b) of First above,shall be in proportion to the contribution of each Participantand uniform for all Participants. Such payment is an independentobligation for each of the participants. If the Bank makes a pa-yment request and the total of the payments received by the Bankare, for any reason, insufficient to cover the obligations due,or near maturing referred to in paragraph b) of First above, theBank shall have the right of making new payment requests to theParticipants, up to the amount necessary to comply with said ob-ligations. The Participant shall under no circumstance be oblig-ed to satisfy requests for an amount greater than the existingbalance of the contribution referred to in paragraph b) of Firstabove.If a request has been made to satisfy the obligations referredto in First, b), due to a Participant's delay in making a timelypayment, the Bank shall be obliged, as soon as the Participantmakes the payment, to return to the other Participants who shallhave paid, the amounts which respectively correspond to them. Inall cases, if for any reason at the time of payment there is asurplus in relation to the matured obligations which gave riseto the request, the Bank shall return the unused amounts to theParticipants in proportion to the contributions they shall havepaid.By agreement among the Bank and the Participants, the amounts w-hich the Participant had paid by reason of a payment request, m-ay be returned to the participant or considered as payments incash which the Participant had to pay, according to the paragra-ph a), First, in which case the contribution obligation shall c-ontinue exigible by such amount, according to paragraph b) Firs-t.THIRDThe payment requests of the contributions referred to in paragr-aph b), First, shall be made by the Bank, with prior notificati-on to the representatives referred to in Fifth hereof and to ea-ch Participant country.FOURTHFor the contribution referred to in paragraph a) of First above,the Bank shall issue to the Participant one or more Certificatesof Participation, which shall be convertible into shares of theBank, in accordance with Article 19 of the Statutes.Having modified the Bank's Constitutive Agreement, in order topermit the admission of countries out of the region as partnersof the Bank, once the pertinent legal requisites in its countryhave been complied with, the Participant accepts that its Certi-ficate of Participation be exchanged for shares in the Bank's c-apital. The contributions referred to in paragraph b) of First,shall become part of the Bank's authorized and underwritten cap-ital, in accordance with the indications contained in Article 19of the Statutes.FIFTHThe Participant shall be represented in accordance with Articles10 and 11 of the Statutes, without prejudice to the provisionsreferred to in Article 21 of the Same. SIXTH The Fund shall operate only during the necessary time to implem-ent the amendments to the Bank's Constitutive Agreement and con-solidate the Fund in CABEI'S Capital.Thus, the contributions of the Participants to the Fund will bein force for the same period of the Fund.As long as this process is unfinished and in the event of the B-ank's dissolution and liquidation, the following rules will be followed:a) With respect to the contributions under paragraph a) of Arti-cle 7 of the Statutes, the Participant shall receive only theprorated part corresponding to them of the net liquid valueof the Fund.b) The contributions contemplated in paragraph b) of said Artic-le, shall serve only as support for the obligations which sh-all have been contracted in accordance with paragraph d) ofArticle 12 of the Statutes.SEVENTHThe Participant will not be able to withdraw the resources cont-ributed to the Fund within the first five years of its incorpor-ation, except if it is for its integration as partner of the Ba-nk. If the Participant withdraws as member of the Fund, its res-ponsibility for the direct obligations with the Bank will not c-ease, with respect to loans or credits obtained or guarantees g-ranted prior to the date in which the Participant ceased as mem-ber. However, it shall not have any responsibility with respectto the loans and credits obtained or guarantees granted after i-ts retirement as Participant.The rights and obligations of the Participant that is no longera member, will be determined in accordance with the balance she-et for special liquidation, that for such purpose is prepared onthe date of its effective separation.EIGHTHAny communication, notification or request given, made or sentby the Participant or the Bank, in accordance with this Agreeme-nt, shall be in writing and shall be considered as duly given,made or sent to the Party to whom it is addressed, when it shallhave been delivered personally or by mail, telegram, telex, cab-le or radiogram, to said Party, at the following addresses:To the Participant:The Central Bank of China2, Roosevelt Road, Sec. 1Taipei 10757 Republic of ChinaTelex: 21532 GOVTBANKto the Bank:Central American Bank forEcon omic IntegrationP.O. Box 772Tegucigalpa, Honduras Central AmericaTelex: 1103 BANCADIE/1269 BCIEHTThe above addresses may be modified, provided the correspondingnotification is given, in accordance with this Agreement.NINTHIn case of any difference in the interpretation of this Agreeme-nt or of any controversy arising under this Agreement which isnot resolved by agreement between both parties, said parties sh-all submit unconditionally and irrevocably to the proceedings a-nd decision of an Arbitration Tribunal composed of and formed bythree persons as follows: One of the arbitrators shall be appoi-nted by the Bank, another by the Participant, and a third by bo-th the Bank and the Participant. In the case that agreement isnot reached with respect to this appointment, the third membershall be designated by the Secretary General of the Organizationof American States. It is understood that the third arbitratormay decide all procedural issues in those cases in which the pa-rties are not in agreement on the subject matter. The decisionof the Tribunal shall not be subject to appeal.TENTHThe Participant commits itself to taking all the necessary meas-ures and expending its best efforts so that, within the briefestpossible time, the pertinent internal legal requisites are comp-lied with to permit its incorporation as non regional member tothe Bank, after the amendment of the Constitutive Agreement ofthe Bank, in order to facilitate the admission of new members tothe Bank.ELEVENTHThis Agreement enters into effect on the date expressed at theend of the same.TWELFTHThis Agreement is prepared and signed in both Spanish and Engli-sh. In the event of ambiguity or conflict between the two versi-ons, the Spanish language version will prevail.Both parties sign two copies of this Agreement, one for each ofthe parties, both of the same meaning and equally binding.At the twentieth day of the month of June of the year nineteenhundred and ninety one.POR EL GOBIERNO DE LAREPUBLICA DE CHINAFOR THE GOVERNMENT OF THEREPUBLIC OF CHINA[Signed]Chuan-li HuangEmbajador de la Republica deChina en HondurasAmbassador of the Republic ofChina in Honduras. ANNEX ASTATUTES OF THE FUND FOR THE ECONOMIC AND SOCIAL DEVELOPMENT OFCENTRAL AMERICAESTABLISHMENT AND OBJECTIVESArticle 1.The Fund for the Economic and Social Development of Central Ame-rica of the Central American Bank for Economic Integration, her-einafter "the Bank", in which non regional countries may partic-ipate. These Statutes contain the rules for the functioning, op-eration and organization of said Fund.Article 2.The objectives of the Fund shall be to contribute to the econom-ic and social development of Central America, by meansof thefinancing of regional programs and projects, in accordance withthe guidelines and dispositions contained in these Statutes. TheFund shall consist of the total of the financial resources at i-ts disposal, in accordance with the present Statutes.The Fund's resources shall be a part of the Bank's general patr-imony and will be used exclusively for the objectives and the e-xeculion of the operations as foreseen in the Statutes. PARTICIPANTSArticle 3.Non regional countries, hence forward called "Participants", maybelong to the Fund when invited to participate if they are appr-oved by the Board of Governors, and which sign the ParticipationAgreement referred to in Article 5.RESOURCESArticle 4.The Fund shall have the following resources:a) The paid-in contributions of the Participant.b) The resources obtained by the Bank with the contributions me-ntioned in paragraph b) of Article 7, as collateral. c) Those obtained for the Fund from internationalentitiesandorganizations by any legal means.d) Other resources obtained by the Bank for the Fund by any leg-al means.e) The profits generated by the operations of the Fund.CONTRIBUTIONSArticle 5.Each of the Participants shall subscribe with the Bank a Partic-ipation Agreement, subject to Board of Director's authorization,which shall be similar for all Participants, with indication ofthe amount, payment conditions, nature and terms of the contrib-utions. For their paid-in cash contributions, the Participantsshall receive from the Bank the corresponding Certificates of P-articipation. Relative to the contributions referred to in paragraph b) of Article 7, the pertaining Participation Agreement s-hall govern.Article 6.The total amount of the Participants contributions shall be ninehundred eighty (980) million Dollars of the United States of Am-erica.Article 7.Each Participant shall subscribe one-hundred percent (100%) ofits contribution, which shall be integrated as follows:a) 25% in cash, within a period of up to four (4) years, in ann-ual and consecutive installments, the first of which shall bepaid on the date set forth in the respective Participation A-greement.b) The remaining 75% upon request by the Bank and only in the c-ase that the Bank and the Fund resources are not sufficientto pay obligations incurred in obtaining resources, providedsuch obligations shall have been accepted in accordance withparagraph d) of Article 12.OPERATIONSArticle 8.The resources of the Fund may be used to finance the followingprograms and projects:a) Infrastructure projects for completion of existing regionalsystems or which compensate for disparities in basic sectorswhich hinder the balanced development of Central America.b) Long-term in vestment projects in industries of a regional n-ature or of interest to the Central American market, which w-ill contribute to increase the goods available for Central A-merican trade, or for the later and the export sector.c) Coordinated projects in farming techniques tending to improv-e, expand or substitute crops that lead to regional CentralAmerican supply.d) Projects to finance enterprises requiring expansion or rehab-ilitation of their operations, modernization of their proces-ses or modifications in the structure of their production inorder to improve their efficiency and competitive capacity w-ithin the Common Market, so as to facilitate free Central Am-erican trade.e) Projects to finance services essential in the operation of t-he Common Market.f) Social Development Programs to attend social needs of the Ce-ntral American countries, which the Bank considers to be ofregional interest.g) Housing programs; andh) Other productive programs or projects which complement the e-conomic growth among the Central American countries and incr-ease their interregional trade as well as with third countri-es.The Fund resources shall be used jointly with other resourcesof the Bank and in cofinancing operations with other institu-tions.REGULATIONSArticle 9.The Board of Directors of the Bank, with the agreement of the R-epresentatives, is empowered to issue and amend the internal re-gulations, rules and policies which shall be required for the s-ound management of the Fund, and to solve all issues relative toproblems arising regarding the Fund.REPRESENTATION AND ADMINISTRATION Article 10.Each twenty-five percent (25%) of the total amount of the contr-ibutions referred to in Article 6 shall confer the right to app-oint a representative to the Fund. Consequently, the number ofrepresentatives may not exceed four.Notwithstanding the above, no individual Participant shall havethe right to appoint more than one (1) Representative, even ifit has a participation greater than the indicated twenty-five p-ercent (25%). In any case, if only one or more countries have b-een incorporated, and have not completed the said 25%, they areempowered to appoint a representative who will act as such untilthe date in which a new Representative is appointed by the Rart-icipants which have subscribed 25%.Article 11.For as long as two thirds of the total amount of the contributi-ons referred to in Article 6 have not been underwritten, the Ba-nk, with the agreement of the Participants, may adopt other rul-es of representation, while maintaining at all times the maximumnumber of Representatives referred to in Article 10.Article 12.The Representatives shall have the following powers:a) To accept or not the allocation of the Fund's resources forspecific programs and projects.b) To accept or not the regulations relative to the acquisitionof goods and services to be financed with the Fund's resourc-es.c) To approve the transfer of Fund's resources to other funds ofthe Bank.d) To accept or refuse that the contributions mentioned in para-graph b) of Article 7 of these Statutes be used as collateralfor obligations contracted by the Bank for the purpose of pr-oviding resources to the Fund. The amount of the obligationsthus contracted may not exceed the total amount of said cont-ributions.e) Make the recommendations deemed necessary in connection withthe proper functioning of the Fund.Article 13.For the implementation of the power conferred by these Statutesto the Representatives, resolutions will be made by majority ofvotes, except in the circumstances described in paragraph c) ofArticle 12, where the unanimity of votes shall be required, withthe understanding that each one of the Representatives is entit-led to only one vote. The resolution adopted must be communicat-ed to the Bank. In its meetings the Board of Directors may requ-est the Representatives to intervene, with the right of voice b-ut not of vote. In the same manner, the Representatives may req-uest the intervention of the Board of Directors in its meetings.In which case the Directors will have the right of voice but notof vote.ACCOUNTS AND REPORTSArticle 14.The Bank shall maintain in separate accounts the entries of thecredits and debits of the Fund's operations and shall thus be s-hown in its profit and losses statements, as well as in its bal-ance sheets.AUDITSArticle 15.The Fund'soperations and accounts shall be subject to the sameverification and auditing procedures determined by the rules.DURATION, DISSOLUTION AND LIQUIDATIONArticle 16.The Fund shall operate only during the necessary time to implem-ent amendments to the Bank's Constitutive Agreement and consoli-date the Fund in CABEI's capital. Thus, the contributions of theParticipants shall be in the Fund just during the time it standsin force.For as long as this process shall not have been concluded, andin the eventuality of the Bank's dissolution and liquidation, t-he following shall govern:a) With respect to the contributions under paragraph a) of Arti-cle 7, the Participants shall receive only the prorated partcorresponding to them of the net liquid value of the Fund.b) With respect to the contributions contemplated in paragraph b) of the same Article, they shall be lien only for obligatio-ns contracted in accordance with paragraph d) of Article 12.SUPPLEMENTARY LEGAL REGIMENarticle 17.Matters not provided for in these Statutes and its regulations,shall be governed by the usual banking practices of the multila-teral organizations, wherever applicable, and by the Participat-ion Agreements executed with the Participants.MODIFICATION OF THE STATUTESArticle 18.These Statutes can be modified by the Bank's Board of Governors,with the prior acceptance of three-quarters of the Participants,which represent, at least, a seventy-five percent (75%) of the underwritten contributions. FINAL DISPOSITIONSArticle 20.If within a period of six (6) years, beginning with the date ofsigning of the first Participation Agreement, the modificationto the Bank's Constitutive Agreement for the incorporation of P-articipants, as partners, has not been implemented, the Fund'sresources will be considered in trust and the Participants withthe Bank will agree upon the conditions subject to such trust,procuring that the same tend to obtain the incorporation of cou-ntries outside the Region in the Bank's social capital.Article 21.The representation granted to the Participants in these Statuteswill be valid for a two-year term, beginning as of the effectivelegal date of the Protocol containing the modifications to theBank's Constitutive Agreement which permit the incorporation ofthe Participants in the Bank's social capital. Subsequently thepowers established in Article 12, will be performed by the Boardof Directors.