OFFICIAL - I DOCUMENTS1 LOAN NUMBER 8280-ID Loan Agreement (Second P,)we.r Ti ansmission Development Project/ Scattered Transmision Li nes and Substations in Indonesia Phase II) between REPUltLIC OF INDONESIA and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Date-d f v60sT 2-s , 2013 1 2 of 17 LN-8280 LOAN NUMBER 8280-ID LOAN AGREEMENT Agreement dated Avrv5Tr 28 , 2013, between REPUBLIC OF INDONESIA ("Borrower") and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank"). The Borrower and the Bank hereby agree as follows: ARTICLE I - GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to this Agreement) constitute an integral part of this Agreement 1.02. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the General Conditions or in the Appendix to this Agreement. ARTICLE II - LOAN 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions set forth or referred to in this Agreement, three hundred twenty five million Dollars ($325,000,000), as such amount may be converted from time to time through a Currency Conversion in accordance with the provisions of Section 2.07 of this Agreement ("Loan"), to assist in financing the project described in Schedule 1 to this Agreement ("Project"). 2.02. The Borrower may withdraw the proceeds of the Loan in accordance with Section IV of Schedule 2 to this Agreement. 2.03. The Front-end Fee payable by the Borrower shall be equal to one quarter of one percent (0.25%) of the Loan amount. The Borrower shall pay the Front-end Fee not later than 60 days after the Effective Date. 2.04. The interest payable by the Borrower for each Interest Period shall be at a rate equal to the Reference Rate for the Loan Currency plus the Variable Spread; provided, that upon a Conversion of all or any portion of the principal amount of the Loan, the interest payable by the Borrower during the Conversion Period on such amount shall be determined in accordance with the relevant provisions of Article IV of the General Conditions. Notwithstanding the foregoing, if any amount of the Withdrawn Loan Balance remains unpaid when due and such non-payment continues for a period of thirty days, then the interest payable by the Borrower shall instead be calculated as provided in Section 3.02 (e) of the General Conditions. 2.05. The Payment Dates are March 15 and September 15 in each year. 2.06. The principal amount of the Loan shall be repaid in accordance with the provisions of Schedule 3 to this Agreement. 3 of 17 LN-8280 2.07. (a) The Borrower mey a: an5 time request any of the following Conversions of the terms of the Loan in order to fi cilitate prudent debt management: (i) a change of the Loan Currency of all cr aay p ortion of the principal amount of the Loan, withdrawn or unwithdrawn, to an Approved Currency; (ii) a change of the interest rate basis applicable to: (A) all or - ny portion of the principal amount of the Loan withdrawn and outstanding iom a Variable Rate to a Fixed Rate, or vice versa; or (B) all or any portion of the princ pal amount of the Loan withdrawn and outstanding from a Variable Rate based on a Reference Rate and the Variable Spread to a Variable Rate based on E. Fixed 'Ref,ren:e Rate and the Variable Spread, or vice versa; or (C) all of the principal amount oft ie Loan withdrawn and outstanding from a Variable Rate based on a Variable -prei d to a Variable Rate based on a Fixed Spread; and (iii) the setting of limits on t.e V iriable Rate or the Reference Rate applicable to all or any portion of the principal amount of the Loan withdrawn and outstanding by the establishment of an litere t Rate Cap or Interest Rate Collar on the Variable Rate or the Reference Rate. (b) Any conversion requtsted pursuant to paragraph (a) of this Section that is accepted by the Bank shell )e onsidered a "Conversion", as defined in the General Conditions, and stall be e ffected in accordance with the provisions of Article IV of the General Condil ioni an( of the Conversion Guidelines. ARTICLE III - PROJECT 3.01. The Borrower declares itb cc-m.tnent to the objective of the Project. To this end, the Borrower shall cause the Project to be carried out by the Project Implementing Entity in accordance with the provisions (f Article V of the General Conditions and the Project Agreement. 3.02. Without limitation upon the provit ions of Section 3.01 of this Agreement, and except as the Borrower and the Bank shall othe-wise agree, the Borrower shall ensure that the Project is carried out in accordance with the 1 provisions of Schedule 2 to this Agreement. ARTICLE IV -- REMEDIES OF THE BANK 4.01. The Additional Event of Slispe ision consists of the following, namely, the Project Implementing Entity's Legislatior has been amended, suspended, abrogated, repealed or waived so as to affect materialLy aid adversely the ability of the Project Implementing Entity to perform any of its obligatioms un ier the Project Agreement. 4.02. The Additional Event of Ace..erat on consists of the following, namely, the event specified in Section 4.01 of this Agreemnt o:curs. 4 of 17 LN-8280 ARTICLE V - EFFECTIVENESS; TERMINATION 5.01. The Additional Condition of Effectiveness consists of the following, namely, that the Subsidiary Loan Agreement has been executed on behalf of the Borrower and the Project Implementing Entity. 5.02. The Additional Legal Matter consists of the following, namely, that the Subsidiary Loan Agreement has been duly authorized or ratified by the Borrower and the Project Implementing Entity and is legally binding upon the Borrower and the Project Implementing Entity in accordance with its terms. 5.03. The Effectiveness Deadline is the date ninety (90) days after the date of this Agreement. ARTICLE VI - REPRESENTATIVE; ADDRESSES 6.01. The Borrower's Representative is its minister at the time responsible for finance. 6.02. The Borrower's Address is: Directorate General of Debt Management Ministry of Finance Gedung Frans Seda Jalan Dr. Wahidin No.1 Jakarta 10710 Indonesia Cable: Facsimile: FINMINISTRY 45799 62-21-381-2859 Jakarta 6.03. The Bank's Address is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: Facsimile: INTBAFRAD 248423(MCI) or 1-202-477-6391 Washington, D.C. 64145(MCI) 5 of 17 LN-8280 AGREED at Jakarta, Republic ofIbione 3ia, as of the day and year first above written. REPUBLIC OF INDONESIA Authorized Representative N:une: Robert Pakpahan Title: Epert Staff of Minister of Finance on State Revenue with Full Mandate as Director General of Debt Management IN TERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By uth Representative Name: -oepIirvC PArWs(aTM Title: AVfTV Co00wn4TY PiP-cr-DP 6 of 17 LN-8280 SCHEDULE 1 Project Description The objective of the Project is to meet growing electricity demand and increase access to electricity in the Project Area through strengthening and expanding the capacity of the power transmission networks in the Project Area in a sustainable manner. The Project consists of the following parts: 1. Extension and rehabilitation of selected existing 150/20 kV substations and 70/20 kV substations in the Project Area, including adding one or more new transformers and associated equipment; and/or replacing existing transformers with new transformers and associated equipment with higher capacity. 2. Construction of selected new 150/20 kV substations in the Project Area, including installation of transformers and associated equipment. 7of 17' LN-8280 SCHEDULE 2 Project Execution Section I. Implementation Arrangements A. Subsidiary Loan Agreement 1. To facilitate the carrying out of the Project, the Borrower shall make the proceeds of the Loan available to the PRoject hnplementing Entity under a Subsidiary Loan Agreement between the Borrower and the Project Implementing Entity, in accordance with the regulations of the Borrower in I iis regard and under terms and conditions agreed by the Borrower and the Bank, and wl ich shall include the following obligations of the Project Implementing Ent.ty: (a) to make: (i) payrrent to I ae Borrower of a front-end fee in an amount equal to the Front-end Fee specif ied n Section 2.03 of this Agreement; (ii) repayment to the Borrower of the proceeds of the Loan over a period consistent with Section 2.06 of this Agreement; and (iii) F ayment to the Borrower of interest on the Withdrawn Loan Balance at a variiblo rat: per annum equal to the rate payable by the Borrower pursuant to Sectio: 2.04 cf this Agreement, subject to any request that the Borrower may make. pursuant tD Se:tion 2.07 of this Agreement, plus a maximum of one half of one percent (0.5%) per inumm; and (b) to ensure that the Proj ect i; carried out in accordance with all of the provisions of the Loan Agreement and the Project Agreement applicable to the Project Implementing Entity. 2. -he Borrower shall exerci:;e is ril hts under the Subsidiary Loan Agreement in such manner as to protect the interests of the Bcrrower and the Bank and to accomplish the purposes of the Loan. Except as the Borrower an I the Bank shall otherwise agree in writing, the Borrower shall not assign, amend, abrogate, >r waive, or permit to be assigned, amended, abrogated, or waived, the aforementioned, o, an3 provision thereof. B. Implementation Arrangements 1 . The Borrower shal:: (a) ensure thet the Project is carried out in accordance with the Project Implementation Phn; and I:b) except as the Bank and the Borrower shall otherwise agree in writing, not assign, amend, abrogate, or waive, or permit to be assigned, amended, abrogated, or waived, the aforementio.aed or i ny provision thereof 2. In the event of any conflict betwe en the provisions of the Project Implementation Plan and those of this Agreement, tl e h tter ;hall prevail. C. Anti-Corruption The Borrower shall ensure thal the Project is carried out in accordance with the provisions of the Anti-Corruption Guidel ne and the Governance and Accountability Framework. 8 of 17 LN-8280 D. Safeguards The Borrower shall take all measures necessary to comply with, or measures necessary to enable the Project Implementing Entity to complete the acquisition of land and all rights to use related thereto required for the Project Implementing Entity to carry out the Project and to comply with, the provisions of Section I.D of the Schedule to the Project Agreement. Section H1. Project Monitoring Reporting and Evaluation A. Project Reports The Borrower shall monitor and evaluate the progress of the Project and shall cause the Project Implementing Entity to prepare Project Reports in accordance with the provisions of Section 5.08 of the General Conditions and on the basis of the indicators agreed in writing between the Project Implementing Entity and the Bank. Each such Project Report shall cover the period of one (1) calendar quarter, and shall be furnished to the Bank not later than forty- five (45) days after the end of the period covered by such report. B. Financial Management, Financial Reports and Audits 1. The Borrower shall maintain or cause to be maintained a financial management system in accordance with the provisions of Section 5.09 of the General Conditions. 2. Without limitation on the provisions of Part A of this Section, the Project Implementing Entity shall prepare and furnish to the Bank not later than forty-five (45) days after the end of each calendar quarter, interim unaudited financial reports for the Project covering the quarter, in form and substance satisfactory to the Bank 3. The Borrower shall have or cause to have the Financial Statements audited in accordance with the provisions of Section S.09 (b) of the General Conditions. Each audit of the Financial Statements shall cover the period of one fiscal year of the Project Implementing Entity. The audited Financial Statements for each such period shall be furnished to the Bank not later than six months after the end of such period. Section III. Procurement A. General 1. Goods and Works. All goods and works required for the Project and to be financed out of the proceeds of the Loan shall be procured in accordance with the requirements set forth or referred to in Section I of the Procurement Guidelines, and with the provisions of this Section. 2. Definitions. The capitalized terms used below in this Section to describe particular procurement methods or methods of review by the Bank of particular contracts refer to the corresponding method described in Sections II and M of the Procurement Guidelines. 9 of 17 LN-8280 B. Particular Methods of Procurersent of Goods and Works International Competitive Bid ing. Goods and works shall be procured under contracts awarded on the basis of Ir ten iatio aal Competitive Bidding. C. Review by the Bank of Procurei ient Decisions The Procurement Plan shall set :brth those contracts which shall be subject to the Bank's Prior Review. All othei oti acts shall be subject to Post Review by the Bank. Section IV. Withdrawal of Loan Proceeds A. General 1. The Borrower may withdraw the :roceeds of the Loan in accordance with the provisions of Article II of the General Condit ons, this Section, and such additional instructions as the Bank shall specifr by notict: to the Borrower (including the "World Bank Disbursement Guidelines for Projects" catel M iy 2006, as revised from time to time by the Bank and as made applicable .o this Agreenent pursuant to such instructions), to finance Eligible Expenditures as se: forth in the tat le in paragraph 2 below. 2. The following tab..e speci5es the categories of Eligible Expenditures that may be financed out of the proceeds of the Loan ('Category"), the allocation of the amounts of the Loan to each Category, an< the percertage of expenditures to be financed for Eligible Expenditures in each Category. Amount of the Loan Percentage of Category Allocated Expenditures to be (expressed in USD) Financed (exclusive of Taxes) Goods and works for the Proiect 325,000,000 100% L TOTAL AMOUNT 3259000,000 10 of 17 LN-8280 B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A of this Section, no withdrawal shall be made: (a) until the Bank has received payment in full of the Front-end Fee; or (b) for payments made prior to the date of this Agreement 2. The Closing Date is December 31, 2018. II of 17 LN-8280 SCHEDULE 3 A: nortization Schedule The following table sets 6orth thc Principal Payment Dates of the Loan and the percentage of the total principal amount of the Loan payable on each Principal Payment Date ("Installment Share"). If the -roceed3 of the Loan have been fully withdrawn as of the first Principal Payment Date, the princi"al amo int of the Loan repayable by the Borrower on each Principal Payment Date shall be detennine I by the Bank by multiplying: (a) Withdrawn Loan Balance as of the first Principal PEyment Date; by (b) the Installment Share for each Principal Payment Date, such repayable a nount to be adjusted, as necessary, to deduct any amounts referred to in paragraph 4 of this Schedule, to which a Currency Conversion applies. Principal Payment Date . Installment Share (Expressed as a Percentage) 15 Mar 2021 2.64% 15 Sep 2021 2.71% 15 Mar 2022 . 2.77% 15Sep 2022 2.84% 15 Mar 2023 2.91% 15 Sep 2023 2.99% 15 Mar 2024 3.06 % 15 Sep 2024 3.14% 15 Mar 2025 3.22% 15 Sep 2025 3.30% 15 Mai 2026 3.38% 15 Sep 2026 3.46% 15 Mar 2027 3.55 % 15 Sep 2027 3.64% 15 Mar 2028 3.73 % 15 Sep 2028 3.82% 15 Mar 2029 3.92% 15 Sep 2029 4.02% 15 Mar 2030 4.12% 15 Sep 2030 4.22% 15 Mar 2031 4.33% 15 Sep 2031 4.43% 15 Mar 2032 4.55% 15 Sep 2032 4.66% 15 Mar 2033 4.78% 15 Sep2033 4.89% 15 Mar 2034 4.92% Tot al 100% 12 of 17 LN-8280 2. If the proceeds of the Loan have not been fully withdrawn as of the first Principal Payment Date, the principal amount of the Loan repayable by the Borrower on each Principal Payment Date shall be determined as follows: (a) To the extent that any proceeds of the Loan have been withdrawn as of the first Principal Payment Date, the Borrower shall repay the Withdrawn Loan Balance as of such date in accordance with paragraph I of this Schedule. (b) Any amount withdrawn after the first Principal Payment Date shall be repaid on each Principal Payment Date falling after the date of such withdrawal in amounts determined by the Bank by multiplying the amount of each such withdrawal by a fraction, the numerator of which is the original Installment Share specified in the table in paragraph I of this Schedule for said Principal Payment Date ("Original Installment Share") and the denominator of which is the sum of all remaining Original Installment Shares for Principal Payment Dates falling on or after such date, such amounts repayable to be adjusted, as necessary, to deduct any amounts referred to in paragraph 4 of this Schedule, to which a Currency Conversion applies. 3. (a) Amounts of the Loan withdrawn within two (2) calendar months prior to any Principal Payment Date shall, for the purposes solely of calculating the principal amounts payable on any Principal Payment Date, be treated as withdrawn and outstanding on the second Principal Payment Date following the date of withdrawal and shall be repayable on each Principal Payment Date commencing with the second Principal Payment Date following the date of withdrawal. (b) Notwithstanding the provisions of sub-paragraph (a) of this paragraph, if at any time the Bank adopts a due date billing system under which invoices are issued on or after the respective Principal Payment Date, the provisions of such sub-paragraph shall no longer apply to any withdrawals made after the adoption of such billing system. 4. Notwithstanding the provisions of paragraphs I and 2 of this Schedule, upon a Currency Conversion of all or any portion of the Withdrawn Loan Balance to an Approved Currency, the amount so converted in the Approved Currency that is repayable on any Principal Payment Date occurring during the Conversion Period, shall be determined by the Bank by multiplying such amount in its currency of denomination immediately prior to the Conversion by either: (i) the exchange rate that reflects the amounts of principal in the Approved Currency payable by the Bank under the Currency Hedge Transaction relating to the Conversion; or (ii) if the Bank so determines in accordance with the Conversion Guidelines, the exchange rate component of the Screen Rate. 5. If the Withdrawn Loan Balance is denominated in more than one Loan Currency, the provisions of this Schedule shall apply separately to the amount denominated in each Loan Currency, so as to produce a separate amortization schedule for each such amount. 13 of 17 LN-8280 APPENDIX Section . Definitions 1. "Anti-Corruption Guideline:;" ir eans the "Guidelines on Preventing and Combating Fraud and Corruption in Projeicts Finaaced by IBRD Loans and IDA Credits and Grants", dated October 15, 2006 and revised in . anuary 2011. 2. "Category" mears a category s.t forth in the table in Section IV of Schedule 2 to this Agreement. 3. "Directorate of Finance' nea is the directorate of the Project Implementing Entity responsible for finance, or ary su cessor thereto. 4. "Directorate of P..anning anc. Af1liation Development" means the directorate of the Project Implementing Entity respon ible for planning and affiliation development, or any successor thereto. 5. "Directorate of Strategic Prcur:ment and Primary Energy" means the directorate of the Project Implementing E atit re sponsible for procurement and primary energy, or any successor thereto. 6. "Eligibility Criteria" meaas the c -iteria for Sub-projects set out in paragraph 3(a) of Section I.B of the Schedule to the Project kgreement. 7. "Environmental and Social Management Framework" means the Project Implementing Entity's framework, dated F.bruiry 28, 2013 and adopted by PLN on April 2, 2013 and agreed with the Bank, setting o it mitigation, enhancement monitoring, and institutional measures, includ:.ng capacity uilding through training, to eliminate any adverse environmental and/or social inpa,.ts of activities to be implemented under the Project, offset them, or reduce them to accep able levels, or enhance positive impacts, including the requirements for each Grou) 2 Sub-project for the development of either Site-Specific Provisions to form an attachnen: to the Environmental Management Plan (Extension and Rehabilitation) or an Envion'nenial Management Plan (New Construction), as applicable, as the same may be modified fr>m lime to time with the prior written agreement of the Bank, and such term includes any scaedtles or annexes to such framework. 8. "Environmental Codes of 1rac7 ice" means standard environmental specifications for contractors of PLN, acceptable tc the Bank and included in the Environmental and Social Management Framework, and recuired to be included in bidding documents and contracts and supervised during the implem mtation of civil works for each Sub-Project, together with the procedural and institutont.l mcasures needed to implement such practices, and such term includes any schedules or E=mxes to such codes of practice. 9. "Environmental IV[anagenent Ph n" means either an Environmental Management Plan (Extension and Rehabilittioni), t )gether with applicable Site Specific Provisions, or an Environmental Management Plan (New Construction), as applicable. 14 of 17 LN-8280 10. "Environmental Management Plan (Extension and Rehabilitation)" means the Project Implementing Entity's plan, satisfactory to the Bank, dated February 28, 2013, which: (a) sets out mitigation, enhancement, monitoring, and institutional measures, including capacity building through training, Environmental Codes of Practice (standard environmental specifications) for contractors, and chance finds procedures to eliminate any adverse environmental impacts of activities of extension and rehabilitation to be implemented under the Project, offset them, or reduce them to acceptable levels, or enhance positive impacts; (b) for the purposes of implementation by the Project Implementing Entity of each Sub-project, attaches the relevant Site-Specific Provisions for such Sub-project as approved in writing by the Bank, and (c) includes any modifications to such plan made from time to time with the prior written agreement of the Bank, and any schedules or annexes to such plan. 11. "Environmental Management Plan (New Construction)" means each of the Project Implementing Entity's plans for Group 2 Sub-projects with new construction referred to in paragraph 8 of Section I.D of the Schedule to the Project Agreement, to be developed by the Project Implementing Entity and agreed with the Bank, which sets out mitigation, enhancement, monitoring, and institutional measures, including capacity building through training, Environmental Codes of Practice (standard environmental specifications for contractors) and chance finds procedures, to eliminate any adverse environmental impacts of activities to be implemented under the Project, offset them, or reduce them to acceptable levels, or enhance positive impacts, as the same may be modified from time to time with the prior written agreement of the Bank, and such term includes any schedules or annexes to such plan. 12. "General Conditions" means the "International Bank for Reconstruction and Development General Conditions for Loans", dated March 12, 2012. 13. "Group 1 Sub-projects" means Sub-projects: (a) meeting the Eligibility Criteria, including, without limitation, the criteria set out in paragraph 3(a) of Section I.B of the Schedule to the Project Agreement; (b) expected to begin implementation prior to the first anniversary of the date of signing of this Agreement; and (c) approved in writing by the Bank for inclusion as Group 1 Sub-projects in the Project Implementation Plan as originally adopted by the Project Implementing Entity pursuant to the Project Implementation Plan and paragraph 1(a) of Section I.B of the Schedule to the Project Agreement. 14. "Group 2 Sub-projects" means Sub-projects: (a) meeting the Eligibility Criteria, including, without limitation, the criteria set out in paragraph 3(a) of Section I.B of the Schedule to the Project Agreement; (b) expected to begin implementation on or after the first anniversary of the signing of this Agreement; and (c) approved in writing by the Bank for inclusion as Group 2 Sub-projects in a revisions to the Project Implementation Plan duly adopted by the Project Implementing Entity. 15. "Governance and Accountability Framework" means the Project Implementing Entity's framework, part of the Project Implementation Plan, setting out measures to reinforce Project governance, enhance transparency of Project activities, increase public accountability, and reduce opportunities for corruption, fraud, or collusion, as the same may be modified from time to time with the prior written agreement of the Bank, and such term includes any schedules or annexes to such framework. 15 of 17 LN-8280 16. "Indigenous Peoples" mcam tho ;e social groups in Indonesia that have a distinct social and cultural identity, and tha: art sus-eptible to being disadvantaged in the development process affected by the Project cr any p rt thereof as follows: (a) masyarakat adat (customary law communities) based on kneige .r locality and bound by customary law with characteristics including: (i) self-identification as a distinct indigenous cultural group; (ii) collective attachment to ancestral Lerritorifs and to the natural resources in the territories; and (iii) customary cultural, eco:nonic, social, or political institutions; and (b) Komunitas Adat Terpencil (KAT) (Isolated and Vulnerable communities), a category of customary law communities designated by the Borrower that live in isolated areas with characteristics including: (i) collective attacnnt to ancestral territories and to the natural resources in the territories; (ii) customary cultural, economic, social, or political institutions; (iii) an indigenous language; (iv) having a subsistence economy; (v) using simple tools and technology; (vi) having a high dependence on the environment and local natural resources; and (vii) having rtstricted access to social, economic, and political services. 17. "Indigenous Peoples Plan" iean; each plan referred to in paragraph 10 of Section I.D of the Schedule to the Project Agrueme nt, to be developed by the Project Implementing Entity and agreed with the Bank for each Gi oup 2 Sub-project with respect to which Indigenous Peoples have been identified in accordani;e with the Indigenous Peoples Planning Framework, setting out measures to avoid, and, if ni it possible, minimize cultural, social and economic adverse effects on Indigenous Peo;les, caused or likely to be caused by the Project, by taking appropriate mitigating measares, as the same may be modified from time to time with the prior written agreement cf the Beak, and such term includes any schedules or annexes to such plan. 18. "Indigenous Peoples P.anning Framework" means the Project Implementing Entity's framework, satisfactory to the Bank, dated February 28, 2012, setting out measures to avoid, and, if not possible, mir imize c altural, social and economic adverse effects on Indigenous Peoples, caused or likely to be caused by the Project, as such Indigenous Peoples Planning Framework may be modi fiecd fro: n time to time with the prior written agreement of the Bank, and such term includes a:l schedu les and annexes to such framework. 19. "kV" means kilovolt. 20. "Land Acquisition and R!sett.ement Action Plan" means each land acquisition and resettlement action plan, re:erref to in paragraph 9 of Section I.D of the Schedule to the Project Agreement, to be developed by the Project Implementing Entity and agreed with the Bank for each Group 2 Sub -proj ect which will result in Project Affected People, setting out the arrangements pertaiing to land acquisition and the resettlement, rehabilitation, and compensation of such Pri)je;t Al fected People under the Project in accordance with the Land Acquisition and Resettlemeit Pilicy Framework, as any such plan may be modified from time to time with the prior wr .tten agreement of the Bank, and such term includes any schedules or annexes to a uC. plal . 16 of 17 LN-8280 21. "Land Acquisition and Resettlement Policy Framework" means the land acquisition and resettlement policy framework, satisfactory to the Bank, dated February 28, 2012, setting out the arrangements pertaining to land acquisition and the development of Land Acquisition and Resettlement Action Plans for the compensation, resettlement, and rehabilitation of Projected Affected People, as such Land Acquisition and Resettlement Policy Framework may be modified from time to time with the prior written agreement of the Bank, and such term includes all schedules and annexes to such framework. 22. "Procurement Committee" means the Project Implementing Entity's procurement committee referred to in paragraphs 3 and 5 of Section I.A of the Schedule to the Project Agreement 23. "Procurement Guidelines" means the "Guidelines: Procurement of Goods, Works and Non- consulting Services under IBRD Loans and IDA Credits and Grants by World Bank Borrowers" dated January 2011. 24. "Procurement Plan" means the Borrower's procurement plan for the Project, dated May 3, 2013 and referred to in paragraph 1.18 of the Procurement Guidelines, as the same shall be updated from time to time in accordance with the provisions of such paragraphs. 25. "Project Affected Person" means a person who, on account of implementation of the Project, has experienced or would experience direct economic and social impacts caused by: (i) the involuntary taking of land, resulting in: (A) relocation or loss of shelter; (B) loss of assets or access to assets; or (C) loss of income sources or means of livelihood, whether or not such person must move to another location; or (ii) the involuntary restriction of access to legally designated parks and protected areas, resulting in adverse impacts on the livelihood of such person. 26. "Project Area" means selected parts of the territory of the Borrower as follows: (i) in East Indonesia, the Provinces of South Kalimantan, Central Kalimantan, East Kalimantan, West Kalimantan, South Sulawesi, Central Sulawesi, North Sulawesi, West Sulawesi, South East Sulawesi and Gorontalo; (ii) in Java-Bali, the Provinces of Bali, Banten, Central Java, East Java, Jakarta, West Java, and Yogyakarta; and (iii) in West Indonesia, the Provinces of Aceh, North Sumatra, Bengkulu, Jambi, Lampung, South Sumatra, West Sumatra, Riau, Riau Islands, and Bangka-Belitung, or such other Provinces as may be agreed in writing between PLN and the Bank, and this term includes any future administrative division or reorganization of these territories in these Provinces by the Borrower. 27. "Project Implementation Plan" means the Project Implementing Entity's plan, including the Governance and Accountability Framework and the Procurement Plan, referred to in paragraph I of Section I.B of the Schedule to the Project Agreement, satisfactory to the Bank, as the same may be amended from time to time with the prior written agreement of the Bank, and such term includes any schedules or annexes to such plan. 28. "Project Implementing Entity" and the acronym "PLN" means PT Perusahaan Listrik Negara (Persero). 17 of 17 LN-8280 29. "Project Implementing Enti-y's 'egislation" means the Borrower's Law 19 of 2003, Law 40 of 2007, Law 30 of 2009, Gove nment Regulation 10 of 1989, Government Regulation 3 of 2005, Government RegUlation 23 of 1994, Government Regulation 45 of 2005, the Project Implementing Entity's t:y-laws, and includes any other laws and regulations governing the organization, reorganization, r structuring, and operations of the Project Implementing Entity, as any of them m ity le an iended or supplemented from time to time. 30. "Project Managiment 1Jni:" n eans the Project Implementing Entity's unit, under the Directorate of Planning and Afiliation Development, established and operating pursuant to the Project Implementing Entity s Decree No. 303.K/DIR/2013 of May 14, 2013, and whose responsibilities under thc Projec are set out in paragraph 3 of Section LA of the Schedule to the Project Agreement 31. "Province" means an administra ive sub-division of the Borrower's territory at the first level below the nationid level. 32. "Regional Project Mangemaent Office" means each of the Project Implementing Entity's regional-level offices, establisl ed and operating pursuant to the Project Implementing Entity's Decree Nos. 166..K/D:R/2013 dated February 13, 2013, 167.K/DIR/2013 dated February 13, 2(13, 169.K/DIJ2013 dated February 13, 2013, 171.K/DIR/2013 dated February 13, 2013, 174/)IR/.013 dated February 13, 2013, and 144.K/DIR/2013 dated February 5, 20L 3, respon;ible for regional-level technical supervision of the Project Implementing Entity's activities, as described in paragraphs 7 and 8 of Section I.A of the Schedule to the Project Agrmeme nt. 33. "Site-Specific Provisions" mews the provisions forming one or more attachments to the Environmental Managenien: Plfn (Extension and Rehabilitation) for each Sub-project with extension and rehabilitation acti ities which shall: (a) for Site-Specific Provisions for Group I Sub-projects mean those pr( visions attached to the Environmental Management Plan (Extension and Rehabilitatin) ts adopted by the Project Implementing Entity on April 2, 2013; and (b) for Site-Speci 5c P :ovisions for Group 2 Sub-projects, mean those provisions as have been prepared, approved at d disclosed in accordance with paragraph 7 of Section I.D of the Schedule to the Project Ygre nment. 34. "Sub-project" mians one o: mcare contract packages, for one or more substations, grouped together for procuremeni pu.-pos -s under the Project. 35. "Subsidiary Loan Agre-ment" means the agreement referred to in Section 5.01 of this Agreement and in paragraph I )f Section L.A of Schedule 2 to this Agreement pursuant to which the Borrower shal] mi ke the proceeds of the Loan available to the Project Implementing Entity.