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1 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; and WHEREAS, 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); and WHEREAS, 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; and WHEREAS, 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; and WHEREAS, 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 Ⅰ Amount, Purpose and Availability of the Loan The 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 Ⅱ Repayment of the Loan, Promissory Notes Repayment: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 subsequentsemi-annual installments shall be based on the actual dateof completion of the project. (2) Interest. The Borrower shall pay interest to the Lender on──── the principal amount of the Loan disbursed and outstandingfrom time to time.Such interest payment shall be made on Ja-nuary 10 and July 10 of each year commencing with the firstsuch date subsequent to the initial disbursements by the Le-nder, computed at the rate of seven (7％) percent per annumon basis of actual number of days using a 360 day factor. Interest shall not be charged on the principal payment forthe date on which such payment is made. Interest accruing andisbursements made by the Lender within thirty (30) calendardays prior to any interest payment date shall not be payableon 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) payablein U.s. Dollar currency; and (c) printed in English languageon a sheet of safety paper. Such a Note shall be valid andenforceable only to the extent of: (1) The agregate amountof all the disbursements under the Loan; (2) the Interest t-hereon. although the Note shall bear interest from the datethereof, 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, toexchange for the outstanding Note a new Note in a principalamoount equal to the principal amount of Note surrendered l-ess (a) the aggregate of any repayments of principal amountof 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) ofthis paragraph A. (5) Prepayments. Upon one month's prior notice from the Borrower────── to the Lender, the Borrower shall have the right to repay atany time in advance of maturity, without premium or penalty,all or part of the outstanding principal amounts of the Loanand the Note. And such prepayments shall be applied to theoutstanding installments of principal of the Loan and Notesin the inverse order of their maturity. ARTICLE Ⅲ A 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 paymentof all indebtedness of the Borrower to the Lender under or asthe 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 orendorsees 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 ofthe indebtness of the Borrower under this Agreement or the No-te. This quarantee will not be discharqed of affected by anycircumstance (other than complete payment by the Borrower orthe 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 inthe form specified in Annex “A” to this Agreement. ARTICLEⅣ Disbursement Procedure A Compliance with Condition Precedent. When all conditions prec-────────────────── edent to the utilization of the Loan (as provided in ArticleVI hereof) have been complied with, the Loan may be utilizedfrom 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 thereofshall not exceed the amount of loan under this Loan Agreement,will be issued to a Bank designated by the Government of theRepublic of China in favor of the Contractor. Procedure for p-ayment application shall be as follows: (1) Pursuant to the construction contract executed between theBorrower and the Contractor for SafiAqaba Highway Project,application for contract advance payment, monthly progresspayments 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 paidunder the letters of credit from the Loan proceed. Approvedpayment certificate by the Borrower shall be submitted by t-he Borrower to the designated Authority of the Government ofthe 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 bythe designated representative of the Contractor for the amo-unt to be paid to the Bank designated by the Government ofthe Republic of China. Payment under the letters of creditby the Bank through reimbursement form the Loan proceed willindicate the date of principal disbursement for the amountrequested 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 July10 each year from the date of disbursement of the principaland 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％ and40％ ratio respectively withdrawn.The remaining portion contract cost shall be the obligationand responsibility of the Borrower for making payment to theContractor according to the stipulations of the constructioncontract between the Ministry of Public Works and the Contr-actor. ARTICLE Ⅴ Representations, Warranties and Covenants A 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 theconstruction 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 andprovisions 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 legalor 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 exceptas 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 implementationstatus 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 Projectand to record the physical progress of the Project includingcost 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 Borrowershall 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, agencyor instrumentality of the Hashemite Kingdom of Jordan whichmay be necessary for the Borrower to fulfill its obligationsunder this Agreement and Note. (6) Completion of the Project. The Borrower shall prosecte the───────────── Project to completion and shall provide funds from its ownresourses, or obtain from other sources on a basis satisfac-tory to the Lender, such funds including local and foreigncurrency as may be required by the Borrower to complete theentire 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 thisAgreement, to endorse guarantee on the Notes, and to performand observe the terms and provisions of this Agrement and t-he Note.This Agreement does, and the Note when endorsed bythe 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 orother le-gal or contractual obligation binding on the Guarantor whichwould be violated by its exectution and delivery of the Gua-rantee and this Agreement or the performance or observanceof 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, theGuarantor 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 ofthe Borrower contained in this Agreement and shall take orcause to be taken all actions necessary or appropriate to e-nable the Borrower to perform such covenants, agreements andobligations. (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, norin anyway affect the right of the Lender to enforce repayme-nt to the extent that the whole or a portion of the debt isstill left unpaid. ARTICLE Ⅵ Conditions Precedent As 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 andwarranties of the Guarantor set forth in subparagraphs (1)through (3) of paragraph C of Article V hereof; and (c) tothe 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 ofthe Borrower incurred under this Agreement or on any Notesevidencing such indebtedness or on the Lender with respectto 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 theremittance 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 ofthe Borrower; (d) has executed or will execute the guaranteeof the Guarantor on the Note; (e) will sign the statement,reports, certificates, and other documents required by thisAgreement, and will otherwise act as a representative of theBorrower 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 ofthe 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 foreigncurrency resources are available to meet the project requir-ement which is in excess of the Loan provided under this Ag-reement. ARTICLE Ⅶ Cancellation and Suspension The 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 Ⅷ Events of Default If 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 amountdue under this Agreement or the Note; (2) Any representation or warranty made in or in connection withthe execution and delivery of this Agreement, any Note, orany 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 whichin 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 ofwhich 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 Ⅸ Miscellaneous A 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 registrationof this Agreement or the Note of the payment of prinicipal orinterest 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 issuedto the Lender, its new Note or Notes in such denomination asthe Lender may specify, dated the date to which interest shallhave been paid on the Note or Notes surrendered, an in an agg-regate principal amount equal to the unpaid principal on theNote or Notes surrendered. Any such new Notes shall conform tothe requirements of this Agreement and shall be substantiallyin the form of Annex “A” to this Agreement, except for suchmodifications as the Lender may specify to give effect to anyof the provisions of this paragraph. D Language. All notice, communications, reports, opinions and o-──── ther documents given under this Agreement, unless submitted inthe 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 ofconflict. 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 underthis 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 underthe Agreement shall be supplied by the Borrower or the Guaran-tor without cose to the Lender. Further, the Borrower or theGuarantor 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 theLender in connection with the preparation, establishment, ope-ration, and enforcement of this Agreement or the protection orpresentation of any right or claim of the Lender in connectionwith 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 andthe 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 Borrowerhereby waives such right of sovereign immunity in respect ofits obligations under this Agreement and the Notes, and thatany legal action or proceedings with respect to this Agreementor the Note against either or them may be brought in the courtin the Republic of China, in Hashemite Kingdom of Jordan or inany appropriate jurisdiction in a third country determined bythe Lender. H Notice. All notices and other communications hereunder shall─── be given in writing and shall be addressed set forth below, orat such other places as such party may designate in writing:Ministry of Finance, Taipei, Republic of China National Planning Council, amman, Hashemite kingdom of JordanIN WITNESS WHEREOF, the parties hereto have caused this Agree-ment to be duly executed in Amman, on the date first mentionedabove. For the Government of the Republic of China Ambassador Shu-ming Wang On behalf of the Ministry of Finance of the Republic of China For the Government of the hashemite kingdom of Jordan Dr. khalil Salim President, National Planning council