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1 On Saturday 4.1.1397 corresponding to 25.12.1976 this Agreementhas been concluded in Between: 1 Saudi Fund for Development, Riyadh, Saudi Arabia (hereinaftercalled the Fund) represented by its authorized representativeDr. Mahsoun B. Jalal, Vice Chairman and Managing Director of the Fund, in signing this Agreement, and 2 The Government of the Republic of China (hereinafter called t-he Borrower) represented by its authorized representative, H.E. Hsueh Yu-Chi Ambassador to the Kingdom of Saudi Arabia in signing this Agreement. Preamble Whereas, the Borrower has requested the Fund to lend him a loanto assist in financing the Project described in Schedule (2) tothis Agreement (hereinafter called the Project). Whereas, the Borrower has requested and obtained loans from thefinancial institutions listed in Schedule (3) to assist in thefinancing of the said project in an amount equivalent to two hu-ndred ninety (290) million United States Dollars on the terms a-nd conditions set forth in the various loan agreements betweenthe borrower and the said institutions. Whereas, the purpose of the Fund is to assist the developing co-untries in developing their economies to provde them with loansnecessary for the execution of their development projects and p-rograms. Whereas, the Fund is convinced of the importance and usefulnessof the Project in the economic and social development of the fr-iendly nation of the Republic of China, and Whereas, the Board of Directors of the Fund has agreed, in viewof the foregoing, by its decision No. 10／4 dated 18／2／1396 A.H. to grant the Borrower a loan on the terms and conditions setforth in this Agreement. NOW THEREFORE, the parties hereto hereby agree follows: Article Ⅰ General Conditions; Definitions Section 1.01 The parties to this Agreement do hereby accept allthe provisions of the General Conditions Applicable to Loan Agr-eements of the Fund as approved by the Board of Directors of theFund by its Resolution No. 11／14 dated Rajab 29,1396 A. H. Cor-responding to July 26,1976, with the same force and effect as ifthey were fully set forth herein (said General Conditions Appli-cable to Loan Agreements of the Fund being hereinafter called t-he General Conditions). Section 1.02 Wherever used in this Agreement, unless the contextotherwise requires, the several terms defined in the General Co-nditions have the respective meanings therein set forth and thefollowing terms have the following meanings: a) ″The Administration″ means Taiwan Railway Administration,an Autonomous Public Entity of the Borrower. b) ″Railway Assets″ means all present and future property andassets (including any rights, powers, privileges and franchi-ses) of the Administration required for the efficient manage-ment and operation of the Railroad. Artilce Ⅱ The Loan Section 2.01. The Fund agrees lend to the Borrower, on the termsand conditions in the Loan Agreement set forth or referred to anamount of One hundred five million nine hundred thousand (105,900,000) Saudi Riyals. Section 2.02. The Borrower shall be entitled withdraw from theLoan Account the equivalent in Riyals of amount expended, (or ifthe Fund shall so agree to be expended) for the Project in acco-rdance with the provisions of this Agreement. Section 2.03. The specific goods to be financed out of the proc-eeds of the Loan and the methods and procedures for procurementof such goods shall be determined by agreement between the Borr-ower and the Fund, subject to modification by further agreementbetween them. Section 2.04. The allocation of the proceeds of the loan, willbe agrred upon between the Borrower and the Fund in a supplemen-tary loan agreement, to be concluded at a later date. The parti-es do hereby accept all the provisions, terms and conditions ofsaid Agreement, with the same force and effect as if they willfully set forth herein. Section 2.05. Except as the Fund shall otherwise agree, prior a-pproval from the Fund shall be required before the Borrower sig-ns any contract for the purchase of goods or for civil works tobe financed out of the proceeds of the Loan. The methods and pr-ocedures for procurement of such goods and services shall be de-termined by agreement between the Borrower and the Fund, subjectto modification by further agreement between them. Section 2.06. The closing date shall be December 31st, 1980 orsuch later date as may be agreed upon between the Borrower andthe Fund. Section 2.07. The Borrower shall pay to the Fund a loan chargeat the rate of (4％) four per cent per annum on the principal a-mount of the loan withdrawn and outstanding from time to time.Section 2.08. The cost of the loan, the loan charges and any ot-her charges shall be payable semiannually on April 30 and Octob-er 31 in each year. Section 2.09. The term of the loan shall be twenty years includ-ing a grace period of five years. The Borrower shall repay theprincipal of the loan in accordance with the Amortization Sched-ule set forthe in Schedule (Ⅰ) or this Agreement. Article Ⅲ Execution of the Project Section 3.01. The Borrower shall carry out the Project throughits Taiwan Railway Administration (hereinafter called the Amdin-istraction) with due diligence and efficiency and in conformitywith appropriate engineering, technical, administrative and fin-ancial practices and shall provide or cause to be provided need-ed the funds, facilities and other resources required for the c-arrying out of the Project. Section 3.02. The Borrower shall furnish or cause the administr-ation to furnish to the Fund, promptly upon their preparation,the plans, specifications, reports, contract documents and cons-truction and procurement schedules for the Project, and shall p-rovide the Fund with any future material modifications theretoin such detail as the Fund shall request. Section 3.03. In order to assist in the supervision of executionof the Project the Borrower shall cause the Administration to e-mploy Consultants acceptable to the Fund upon terms and conditi-ons satisfactory to the Fund. Section 3.04. The Borrower shall cause the Administration to em-ploy contractors acceptable to the Fund under the terms and con-dtions acceptable to the Fund. Section 3.05. The Borrower shall insure the imported goods to befinanced out of the proceeds of the Loan against hazards incide-nt to the acquisition, transportation and delivery thereof to t-he place of use or installation, and for such insurance, any in-demnity shall be payable in a currency freely by the Borrower toreplace or repair such good. Section 3.06. The Borrower shall cause all goods and services f-inanced out of the proceeds of the Loan to be used exclusivelyin the carrying out of the Project. Section 3.07. The Borrower undertakes: i) to cause the Administration to maintain records adequate torecord the progress of the Project (including the cost there-of), to identify the goods and services financed out of theproceeds of the Loan, to disclose the use thereof in the Pro-ject and to reflect all the operations, resources and expend-itures in respect of the Project; ii) to afford all reasonable opportunity for the accredited rep-resentatives of the Fund to make visits for purposes related to the Loan, to examine the Project, the goods and servicesand any relevant records and documents; iii) to furnish to the Fund all such information as the Fund sh-all reasonably request concerning the expenditure of the p-roceeds of the Loan, the Project, the goods and services f-inanced out of the proceeds of the Loan. Section 3.08. The Borrower shall cause the Administration to ta-ke all such actions as shall be necessary to acquire as and whenneeded such land and rights in respect of land as shall be requ-ired for carrying out of the Project. Section 3.09. (a) The Borrower shall cause the Administration to take all st-eps necessary to acquire, maintain and renew all rights, p-owers, privileges and franchises which are necessary or us-eful in the conduct of its business. (b) Except in the normal course of business, the Borrower shallcause the Administration not to sell, lease, transfer or o-therwise dispose of any of its Railway Assets without the prior approval of the Fund. (c) The Borrower shall cause the Administration to operate, ma-intain and repair its plants, equipment and property in ac-cordance with sound engineering and transportation practic-es. Article Ⅳ Other Covenants Section 4.01. (a) The Borrower and the Fund confirm their agreement that noother external debt shall enjoy and priority over the Loan by way of a lien created on governmental assets. To that e-nd, the Borrower undertakes that, if any lien shall be cre-ated on any assets of the Borrower as security for any ext-ernal debt, such lien will ipso facto and at no cost to theFund, equally and ratably secure the payment of the princi-pal of the Loan, the Loan Charge and other charges, and th-at in the creation of any such lien express provision will be made to that effect. (b) The undertaking provided for in paragraph (a) shall not ap-ply to: i) any lien created on property, at the time of purchase t-hereof, solely as security for the payment of the purch- ase price of such property; ii) any lien on commercial goods to secure a debt maturing not more than one year after the date on which it is o- riginally incurred and to be paid out of the proceeds of the sale of such commercial goods; or iii) any lien arising in the ordinary course of banking tr-ansactions and securing a debt maturing not more than one year after its date. (c) As used in this Section, the term ″governmental assets″means assets of the Borrower, of any political or administ-rative subdivision thereof and of any entity owned or cont-rolled by, or operating for the account or benefit of, the Borrower or any such subdivision, including gold and forei-gn exchange assets held by any institution performing the functions of a central bank or exchange stabilization fund,or similar functions for the Borrower. Section 4.02. The Borrower shall maintain or cause to be mainta-ined records adequate to reflect in accordance with sound accou-nting practices, the operation, resources and expenditures in r-espect of the Project, of the Administration and any other Depa-rtments／Agencies of the Borrower responsible for the carryingout of the Project or any part there. Section 4.03. The Borrower shall take all necessary measures toensure at all times that the dimensions and axle loads of the R-ailroad vehicles using its network do not exceed limits consist-ant with the structural and geometric design standards of suchroads. Section 4.04. The Borrower shall make available to the Administ-ration the proceeds of the Loan on terms and conditions accepta-ble to the Fund and shall cause the Administration to comply wi-th all the oblijations and covenants which the Borrower underta-kes by virtue of the provisions of this Agreement. Article Ⅴ Termination Section 5.01. The date March 22,1977 is hereby specified for thepurposes of the Section 12.04 of the General Conditions. Article Ⅵ Representative of the Borrower; Addresses. Section 6.01. The Minister of Finance of the Borrower is design-ated as representative of the Borrower for the purposes of Sect-ion 11.03 of the General Conditions. Section 6.02. The following addresses are specified for the pur-poses of Section 11.01 of the General Conditions. For the Saudi Fund for Development: The Saudi Fund for Development P. O. Box 5711 Riyadh Kingdom of Saudi Arabia Cable Address: SAUDI FUND FOR DEVELOPMENT RIYADH KINGDOM OF SAUDI ARABIA Telex Address: 20145 SUNDOQ SJ For the Borrower: Ministry of Finance 2 AI Kuo West Road Taipei, Taiwan 107 Republic of China Telex: 11840 TAIPEI IN WITNESS WHEREOF, the hereto, acting through their representa-tives there-unto duly authorized, have caused this agreement tobe signed in their respective names and delivered in Riyadh asof the day and year first above written, in two counterparts inthe Arabia language, each of which sahll be an original. FOR THE SAUDI FUND FOR DEVELOPMENT (Signed) Dr. Mahsoun B. Jalal Vice Chairman and Managing Director FOR THE REPUBLIC OF CHINA (Signed) Hsueh Yu-Chi Ambassador to the Kingdom of Saudi Arabia SCHEDULE (1) Amortization Schedule Installment Date of Payment Payment of Principal No.(Expressed in Saudi Riyals)──────────────────────────── 1 April 30,1982 3,530,000 2 October 31,1982 3,530,000 3 April 30,1983 3,530,000 4 October 31,1983 3,530,000 5 April 30,1984 3,530,000 6 October 31,1984 3,530,000 7 April 30,1985 3,530,000 8 October 31,1985 3,530,000 9 April 30,1986 3,530,000 10October 31,1986 3,530,000 11April 30,1987 3,530,000 12October 31,1987 3,530,000 13April 30,1988 3,530,000 14October 31,1988 3,530,000 15April 30,1989 3,530,000 16October 31,1989 3,530,000 17April 30,1990 3,530,000 18October 31,1990 3,530,000 19April 30,1991 3,530,000 20October 31,1991 3,530,000 21April 30,1992 3,530,000 22October 31,1992 3,530,000 23April 30,1993 3,530,000 24October 31,1993 3,530,000 25April 30,1994 3,530,000 26October 31,1994 3,530,000 27April 30,1995 3,530,000 28October 31,1995 3,530,000 29April 30,1996 3,530,000 30October 31,1996 3,530,000 ────── 105,900,000 SCHEDULE (2) Project Description Project consists of the following: Part A: Mechanical Works ─── ──────── 1-Kaohsiung Loco & Car Shed Adaptation. 2-Taipei Workshop Adaptation. 3-Nankang Loco & Shed. 4-Procurement of Looos with Spares and Tool. 5-Procurement of equipments. Part B:Civil Works ─── ────── 1-Track strengthening coast line between Chunan and Chan- ghua. 2-Track strengthening Changhua to Kaohsiung. 3-Track strengthening, Keelung to Changhua. 4-Line extention, Nanshih (north) to Pai-Sha-Tuen. 5-Procurement of Machineries for strengthening track. 6-Clearance Improvement for tunnels. 7-Clearnace Improvement for Highway Over-bridge. 8-Clearance Improvement for Over-bridge and Construction of Subways. 9-Clearance Improvement for platform canopy. 10-Improvement of Station Yard. 11-Nankang Coach Yard. 12-Construction of Service Line. 13-Miscellaneous. Part C:Electrical Works ─── ──────── 1-Equipments. 2-Substation & Remote Control. 3-Telecommunication. 4-Interference Immunization. 5-Improvement of Illumination. 6-Modification to existing signals. Part D:Others. ─── ─── 1-Taipei Sungshau house & cranes. 2-Computer Equipment & Trucks. SCHEDULE (3) Financiing Plan (1) ┌───────┬───────┬──────┬───────┐ │Financing Ins-│Loan Agreement│Date Signed │Amount (expre-│ │ttution │││ssed In US Do-│ ││││llars)│ ├───────┼───────┼──────┼───────┤ │A) Group led││││ │ by Eximbank││││ │ & composed ││││ │ of:││││ │ 1 Bank of│1 Loan agreem-│Jan. 10,1975│ 7,333,333.34 │ │ America│ent group (A││E$ (2)│ │ national │) │││ │ Trust and│2 Loan agreem-│Jan. 10,1975│ 7,333,333.34 │ │ Savings│ment group (││E$ (3)│ │ Associat-│B)│││ │ ion││││ │ 2 Morgan G-│1 Loan agreem-│Jan. 10,1975│ 7,333,333.34 │ │ uaranty│ent group (A││E$│ │ Trust Co-│) │││ │ mpany of │2 Loan agreem-│Jan. 10,1975│ 7,333,333.34 │ │ New York │ment group (││& │ ││B)│││ │││││ │ 3 Republic │1 Loan agreem-│Jan. 10,1975│ 7,333,333.34 │ │ National │ent group (A││E$│ │ Bank of│) │││ │ DAllas │2 Loan agreem-│Jan. 10,1975│ 7,333,333.34 │ ││ment group (││& │ ││B)│││ │││││ │ 4 Export-I-│Loan Agreemen-│Jan. 10,1975│44,000,000.00 │ │ mport ba-│t ││& │ │ nk of the│││───────│ │ United S-│││88,000,000.00 │ │ tates (E-│││& │ │ ximbank) ││││ │ Sub-Taot-││││ │ al:││││ │││││ │B) Group led││││ │ by Industr-││││ │ ial Nation-││││ │ al Bank of ││││ │ Rhode Isla-││││ │ nd & ││││ │ composed o-││││ │ f: ││││ │ 1 Industri-│Loan Agreemen-│March 15,197│ 2,000,000.00 │ │ al Natio-│t │5 ││ │ nal Bank ││││ │ of Rhode ││││ │ Island ││││ │ 2 Commerce │Loan Agreemen-│March 15,197│ 2,000,000.00 │ │ Union Ba-│t │5 ││ │ nk ││││ │ 3 State St-│Loan Agreemen-│March 15,197│ 2,000,000.00 │ │ reet Bank│t │5 ││ │ and Trus-││││ │ t Company││││ │ 4 City Nat-│Loan Agreemen-│March 15,197│ 2,000,000.00 │ │ ional Ba-│t │5 ││ │ nk of De-││││ │ troit││││ │ Sub-Tota-│││ 8,000,000.00 │ │ l: ││││ │││││ │C) Chemical B-││││ │ ank Intern-││││ │ ational of ││││ │ San││││ │ Francisco││││ │ as agent to││││ │ the follow-││││ │ ing: ││││ │ 1 Chemical │Loan Agreemen-│Nov. 14,1975│10,000,000.00 │ │ Bank │t │││ │ 2 First Pe-│Loan Agreemen-│Nov. 14,1975│ 4,000,000.00 │ │ nnsylvan-│t ││───────│ │ ia Bank│││14,000,000.00 │ │ Sub-Total││││ │││││ │D) Svenska Ha-││││ │ndelsbanken │Loan Agreement│March 18,197│15,000,000.00 │ │││4 ││ │E) Group led b│Loan Agreement│March 15,197│165,000,000.00│ │ yLazard Bro││4 ││ │-thers & Co.││││ │with the pa-││││ │rticipation ││││ │of Barclays ││││ │Bank Intern-││││ │ational, Mi-││││ │dland Bank││││ │Limited, Na-││││ │tional West-││││ │minster Lim-││││ │ited, Amex││││ │Internation-││││ │al Limited. ││││ └───────┴───────┴──────┴───────┘ (1) Excluding the participation of the Borrower, the Associati-on and the Saudi Fund. (2) E$ means European Dollars. (3) $ means Dometic Dollars.