Mali - Second Railway Project : Credit 0384 - Credit Agreement - Conformed

CONFORMED COPY CREDIT NUMBER 384 MLI Development Credit Agreement (Second Railway Project) BETWEEN REPUBLIC OF MALI AND INTERNATIONAL DEVELOPMENT ASSOCIATION DATED MAY 23, 1973 CONFORMED COPY CREDIT NUMBER 384 MLI Development Credit Agreement (Second Railway Project) BETWEEN REPUBLIC OF MALI AND INTEPNATIONAL DEVELOPMENT ASSOCIATION DATED MAY 23, 1973 DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated May 23, 1973, between the REPUBLIC OF MALI (hereinafter called the Borrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION (hereinafter called the Association). WHEREAS (A) The Borrower has requested the Association to assist in the financing of the foreign exchange cost of the Project, described in Schedule 2 to this Agreement, by extending the Credit as hereinafter provided; (B) The Project will be carried out by the R6gie du Chemin de Fer du Mali (hereinafter called the R6gie) with the Borrower's assistance and, as part of such assistance, the Borrower will make available to the Rdgie the proceeds of the Credit as hereinafter provided; and (C) The Association is willing to make the Credit available upon the terms and conditions set forth hereinafter and in a project agreement of even date herewith between the Association and the R6gie; NOW THEREFORE the parties hereto 'iereby agree as follows: ARTICLE I General Conditions; Definitions Section 1.01. The parties to this Agreement accept all the provisions of the General Conditions Applicable to Development Credit Agreements of the Association, dated January 31, 1969, with the same force and effect as if they were fully set forth herein, subject, however, to the deletion of Sections 5.01 and 6.02(h) thereof and to the renumbering of Section 6.02(i) into 6.02(h) thereof (said General Conditions Applicable to Development Credit Agreements of the Association, as so modified, being hereinafter called the General Conditions). Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions have -he respective meanings therein set forth and the following additional terms have the following meanings: (a) "Project Agreement" means the agreement between the Association and the Rdgie of even date herewith, as the same may be amended from time to time, and such term includes any schedules to the Project Agreement; 4 (b) "Subsidiary Loan Agreement" means the agreement to be entered into between the Borrower and the R6gie pursuant to Section 3.01(b) of this Agreement, as the same may be amended from time to time, and such term includes any schedules to the Subsidiary Loan Agreement; (c) "Railways" means the railways owned, operated or administered by the Rdgie and includes all railway property, equipment and materials owned, operated or administered by the R6gie; (d) "International Traffic Agreement" means the agreement dated June 8, 1963, between the Borrower and the Republic of Senegal relating to international railway traffic, as the same may from time to time be amended by agreement of the parties thereto; (e) "Customs Agreement" means the Accord douanier dated June 8, 1963, between the Borrower and the Republic of Senegal, as the same may from time to time be amended by agreement of the parties thereto; (f) "Railway Convention" means the Convention dated June 8, 1963, between the R6gie and the R6gie des Chemins de Fer du Senegal, as the same may from time to time be amended by agreement of the parties thereto; and (g) "Statutes" means Ordonnance No. 62 bis PGP/RM of November 29, 1960, published in Journal Officiel No. 78 of February 23, 1961, of the Borrower, relating to the establishment of the R6gie, and includes the Statutes attached as a schedule to such Ordonnance. ARTICLE H The Credit Section 2.01. The Association agrees to lend to the Borrower, on the terms and conditions in the Development Credit Agreement set forth or referred to, an amount in various currencies equivalent to six million seven hundred thousand dollars ($6,700,000). Section 2.02. The amount of the Credit may be withdrawn from the Credit Account in accordance with the provisions of Schedule 1 to this Agreement, as such Schedule shall be amended from time to time, for expenditures made (or, if the Association shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Project and to be financed under the * 5 Development Credit Agreement; provided, however, that, except as the Association shall otherwise agree, no withdrawal shall be made on account of expenditures in the territories of any country which is not a member of the Bank (other than Switzerland) or for goods produced in, or services supplied from, such territories. Section 2.03. Except as the Association shall otherwise agree, the goods and services required for the Project and to be financed out of the proceeds of the Credit shall be procured pursuant to the provisions set forth or referred to in Section 2.04 of the Project Agreement. Section 2.04. The Closing Date shall be June 30, 1978 or such other date as shall be ag..-d between the Borrower and the Association. Section 2.05. The Borrower shall pay to the Association a service charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal amount of the Credit withdrawn and outstanding from time to time. Section 2.06. Service charges shall be payable semi-annually on January 15 and July 15 in each year. Section 2.07. The Borrower shall repay the principal amount of the Credit in semi-annual installm: ts payable on each January 15 and July 15 commencing July 15, 1983, and ending January 15, 2023, each installment to and including the installment payable on January 15, 1993, to be one-half of one poer cent (1/2 of 1%) of such principal amount, and each installment tO -eafter to be one and one-Italf per cent (1-1/2%) of such principal amount. Section 2.08. The currency of the French Republic is hereby specified for the purposes of Section 4.02 of the General Conditions. Section 2.09. The Rdgie is irrevocably designated as representative of the Borrower for the purposes of taking any action required or permitted to be taken under the provisions of Section 2.02 of this Agreement and Article V of the General Conditions. ARTICLE III Execution of the Project Section 3.01. (a) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause 6 the Rdgie to perform in accordance with the provisions of the Project Agreement and the Subsidiary Loan Agreement all the obligations of the R6gie therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable the R6gie to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. (b) The Borrower shall relend the proceeds of the Credit to the R6gie under a Subsidiary Loan Agreement to be entered into between the Borrower and the R6gie under terms and conditions which shall have been approved by the Association including a term of 25 years with four years of grace and a rate of interest of 7-1/4% per annum. (c) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, nor amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. The Borrower shall use its best efforts to ensure that the number of experts being provided to the Rdgie through technical assistance be maintained at the level required to ensure compliance by the R6gie with Section 3.01 of the Project Agreement. Section 3.03. The Borrower shall, promptly as required, take all steps necessary on its part to enable the Rdgie to set and maintain its tariffs at the levels required under Section 4.04 of the Project Agreement. Section 3.04. The Borrower shall take or cause the Rdgie to take such action as shall be reasonable in the circumstances to facilitate railway operations between its territories and the territories of the Republic of Senegal, in accordance with the International Traffic Agreement, the Customs Agreement and the Railway Convention. ARTICLE IV Consultation, Information and Inspection Section 4.01. The Borrower and the Association shall cooperate fully to assure that the purposes of the Credit will be accomplished. To that end, the Borrower and the Association shall from time to time, at the request of either party: 7 (a) exchange views through their representatives with regard to the performance of their respective obligations under the Development Credit Agreement, the performance by the Rdgie of its obligations under the Project Agreement and the Subsidiary Loan Agreement, the administration, operations and financial condition of the R6gie and, in respect of the Project, of the departments or agencies of the Borrower responsible for carrying out any part of the Project, and other matters relating to the purposes of the Credit; and (b) furnish to the other all such information as it shall reasonably request with regard to the general status of the Credit. On the part of the Borrower, such information shall include information with respect to financial and economic conditions in the territories of the Borrower, including its balance of payments, and the external debt of the Borrower, of any of its political subdivisions and of any agency of the Borrower or of any such political subdivision. Section 4.02. (a) The Borrower shall furnish or cause to be furnished to the Association all such information as the Association shall reasonably request concerning the administration, operations and financial condition of the Rdgic and, in respect of the Project, of the departments or agencies of the Borrower responsible for carrying out any part of the Project. (b) The Borrower and the Association shall promptly inform each other of any condition which interferes with, or threatens to interfere with, the accomplishment of the purposes of the Credit, the maintenance of the service thereof, the performance by either of them of its obligations under the Development Credit Agreement or the performance by the Rgie of its obligations under the Project Agreement and the Subsidiary Loan Agreement. Section 4.03. The Borrower shall afford all reasonable opportunity for accredited representatives of the Association to visit any part of the territories of the Borrower for purposes related to the Credit. ARTICLE V Taxes and Restrictions Section 5.01. The principal of, and service charges on, the Credit shall be paid without deduction for, and free from, any taxes imposed under the laws of the Borrower or laws in effect in its territories. Section 5.02. The Development Credit Agreement, the Project Agreement and the Subsidiary Loan Agreement shall be free from any taxes on or in connection 9 8 with the execution, delivery or registration thereof, imposed under the laws of the Borrower or laws in effect in its territories. Section 5.03. The payment of the principal of, and service charges on, the Credit shall be free from all restrictions, regulations, controls and moratoria of any nature imposed under the laws of the Borrower or laws in effect in its territories. ARTICLE VI Remedies of the Association Section 6.01. If any event specified in Section 7.01 of the General Conditions or in Section 6.03 of this Agreement shall occur and shall continue for the period, if any, therein set forth, then at any subsequent time during the continuance thereof, the Association, at its option, may by notice to the Borrower declare the principal of the Credit then outstanding to be due and payable immediately together with the service charges thereon and upon any such declaration such principal and service charges shall become due and payable immediately, anything to the contrary in the Development Credit Agreement notwithstanding. Section 6.02. For the purposes of Section 6.02 of the General Conditions, the following additional events are specified: (a) The R6gie shall have failed to perform any covenant, agreement or obligation of the R6gie under the Project Agreement or the project agreement between the Association and the R6gie dated September 29, 1966. (b) The Statutes shall have been amended, suspended, abrogated, repealed or waived, without the approval of the Association, in such a way as materially and adversely to affect the conduct of the Rgie's operations or its financial condition, or the ability of the Borrower or the R6gie to carry out their respective covenants or agreements set forth in this Agreement, the Project Agreement, the development credit agreement between the Borrower and the Association dated September 29, 1966 or the project agreement of the same date between the Association and the Rgie. (c) Railway traffic between the territories of the Borrower and the territories of the Republic of Senegal shall have been substantially interrupted for other than technical reasons, unless such reasons shall be manifestly beyond the Borrower's control. 9 (d) Any part of the principal amount of any loan to the R6gie having an original maturity of one year or more shall, in accordance with its terms, have become due and payable in advance of maturity as provided in the relative contractual instruments, or any security for any such loan shall have become enforceable. (e) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of the R6gie or for the suspension of its operations. (f) An extraordinary situation shall have arisen which shall make it improbable that the R6gie will be able to perform its obligations under the Projec: Agreement or the Subsidiary Loan Agreement. Section 6.03. For the purposes of Section 7.01 of the General Conditions, the following additional events are specified: (a) the event specified in paragraph (a) of Section 6.02 of this Agreement shall occur and shall continue fcr a period of 60 days after notice thereof shall have been given by the Association to the Borrower and the R6gie. (b) any event specified in paragraph (b), (c), (d), or (e) of Section 6.02 of this Agreement shall occur. ARTICLE VII Effective Date; Termination Section 7.01. The following events are specified as additional conditions to the effectiveness of the Development Credit Agreement within the meaning of Section 10.01(b) of the General Conditions: (a) The execution and delivery of the Project Agreement on behalf of the R6gie have been duly authorized or ratified by all necessary administrative and governmental action; and (b) The execution and delivery of the Subsidiary Loan Agreement on behalf of the Borrower and the Rgie, respectively, have been duly authorized or ratified by all necessary corporate and governmental action. 10 Section 7.02, The following are specified as additional matters, within the meaning of Section 10.02(b) of the General Conditions, to be included in the opinion or opinions to be furnished to the Association: (a) That the Project Agreement has been duly authorized or ratified by, and executed and delivered on behalf of, the R6gie, and constitutes a valid and binding obligation of the R6gie in accordance with its terms; and (b) That the Subsidiary Loan Agreement has been duly authorized or ratified by, and executed and delivered on behalf of, the Borrower and the Rdgie, respectively, and constitutes valid and binding obligations of the Borrower and of the R6gie in accordance with its terms. Section 7.03. The date August 20, 1973 is hereby specified for the purposes of Section 10.04 of the General Conditions. Section 7.04. The obligations of the Borrower under Sections 3.03 and 3.04 of this Agreement and the provisions of paragraphs (b), (c), (d) and (e) of Section 6.02 of this Agreement and those of paragraph (b) of Section 6.03 of this Agreement shall cease and determine on the date on which the Development Credit Agreement shall terminate or on a date twenty-six years after the date of this Agreement, whichever shall be the earlier. ARTICLE VIII Representative of the Borrower; Addresses Section 8.01. Except as provided in Section 2.09 of this Agreement, the Minister responsible for Finance of the Borrower is designated as representative of the Borrower for the purposes of Section 9.03 of the General Conditions. Section 8.02. The following addresses are specified for the purposes of Section 9.01 of the General Conditions: For the Borrower: Ministry of Finance Bamako, Koulouba Republic of Mali Cable address: MINIFINANCES Barnako Telex: 522 11 For the Association: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: INDEVAS Telex: 440098 (ITT) or Washington, D.C. 24423 (RCA) IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agreement to be signed in their respective names and to be delivered in the District of Columbia, United States of America, as of the day and year first above written. REPUBLIC OF MALI By /s / Seydou Traore Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By /s / Roger Chaufournier Regional Vice President Western Africa 12 SCHEDULE 1 Withdrawal of the Proceeds of the Credit 1. The table below sets forth the Categories of imported items to be financed out of the proceeds of the Credit and the allocation of amounts of the Credit to each Category: Amount of the Credit Allocated (Expressed in Category Dollar Equivalent) 1. Equipment and materials 1,800,000 for track maintenance and renewal and bridges; equipment for marshalling yard; II. Shunting locomotives; 3,700,000 railcars; trailers; freight cars; spare parts; III. Consultants' services 600,000 and training; office equipment; IV. Unallocated 600,000 TOTAL 6,700,000 2. Notwithstanding the provisions of paragraph I above, no withdrawals shall be made in respect of: (a) expenditures in the currency of the Borrower, or for goods produced in, or services supplied from, the territories of the Borrower; (b) expenditures prior to the date of this Agreement; and 13 (c) payments for taxes imposed under the laws of the Borrower or laws in effect in its territories on goods or services, or on the importation, manufacture, procurement or supply thereof. 3. Notwithstanding the allocation of an amount of the Credit set forth in the second column of the table in paragraph I above: (a) if the estimate of the expenditures under any Category shall decrease, the amount of the Credit then allocated to such Category and no longer required therefor will be reallocated by the Association by increasing correspondingly the unallocated amount of the Credit; (b) if the estimate of the expenditures under any Category shall increase, a corresponding amount will be allocated by the Association, at the request of the Borrower, to such Category from the unallocated amount of the Credit, subject, however, to the requirements for contingencies, as determined by the Association, in respect of any other expenditures; and (c) if the Association shall have reasonably determined that the procurement of any item in any Category is inconsistent with the procedures set forth or referred to in Section 2.04 of the Project Agreement, no expenditures for such item shall be financed out of the proceeds of the Credit and the Association may, without in any way restricting or limiting any other right, power or remedy of the Association under the Development Credit Agreement, by notice to the Borrower, cancel such amount of the Credit as in the Association's reasonable opinion, represents the amount of such expenditures which would otherwise have been eligible for financing out of the proceeds of the Credit. 14 SCHEDULE 2 Description of the Project The Project comprises the investment plan of the R6gie for the period 1973-1976 and covers specifically the following Parts: Part A. Track renewal, bridge repairs and strengthening, construction of a new traffic yard at Bamako, and miscellaneous works. Part B. The procurement of track-maintenance equipment and materials and of rolling stock and spare parts therefor, including mainline locomotives, shunting locomotives, railcars, trailers and freight and passenger wagons. Part C. The employment of consultants to assist the management of the R6gie. The procurement of office equipment. Part D. The training abroad of personnel of the R6gie. The Project is expected to be completed by December 31, 1977.