Cameroon - Second Douala Port Project : Credit 0657 - Credit Agreement - Conformed

CONFORMED COPY CREDIT NUMBER 657 CM DEVELOPMENT CREDIT AGREEMENT (Second Douala Port Project) between UNITED REPUBLIC OF CAMEROON and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated September 24, 1976 DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated September 24, 1976, between UNITED REPUBLIC OF CAMEROON (hereinafter called the Borrower) nd INTERNATIONAL DEVELOPMENT ASSOCIATION (hereinafter called the Association). WHEREAS (A) the Borrower and the National Ports Authority of ameroon (hereinafter called NPAC) have requested International Bank for Reconstruction and Development (hereinafter called the Bank), and the Association respectively to assist in the financing of the Project described in Schedule 2 to the loan agreement be- tween the Bank and NPAC referred to hereunder; (B) By an agreement of even date herewith between the Bank and NPAC (hereinafter called the Loan Agreement), the Bank is agree- ing to provide such assistance in an aggregate principal amount equivalent to fifteen million dollars ($15,000,000) (hereinafter called the Loan); (C) The Borrower and NPAC have contracted and intend to con- tract, as the case may be, from the institutions listed in Schedule 5 to the Loan Agreement, grants and loans in an aggregate principal amount equivalent to about $96,000,000 to assist in the financing of the Project substantially as set forth in the said Schedule 5, on terms and conditions set forth in the agreements entered, or to be entered, into between the Borrower, NPAC and such institu- tions; -2- (D) By the Development Credit Agreement dated January 14, 1971 between the Borrower and the Association, the Association granted to the Borrower a development credit in an amount equivalent to $1,500,000 to assist in the financing of a Douala Port Project on terms and conditions set forth in the said Agreement; (E) By the Guarantee Agreement (Second Douala Project) of even date herewith between the Borrower and the Bank, the Borrower has agreed to guarantee the Loan and to undertake certain obliga- tions with respect to the Project; (F) the Borrower and the Association intend, to the extent practicable, that the proceeds of the Credit be disbursed before the proceeds of the Loan; and WHEREAS the Association has agreed, on the basis inter alia of the foregoing, to extend the Credit to the Borrower upon the terms and conditions hereinafter set forth; NOW THEREFORE the parties hereto hereby agree as follows: () -3- 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 March 15, 1974, with the same force and effect as if they were fully set forth herein, subject, however, to the following modification thereof (said General Conditions Applicable to Development Credit Agreements of the Association, as so modified, being hereinafter called the General Conditions), namely, that paragraph (9) of Section 2.01 is deleted and the following is substituted therefore: "9. The term Project means the project or program for which the Credit is granted, as described in the Loan Agreement and as the description thereof may be amended from time to time by agreement between the Borrower, the Bank and the Association." Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the Gen- eral Conditions and in the Preamble to this Agreement have the respective meanings therein set forth and the following additional terms have the following meanings: (a) "Loan Agreement" means the agreement of even date here- with between the Bank and NPAC for the purpose of the Project, as such agreement may be amended from time to time; and such term -4- includes the General Conditions Applicable to Loan and Guarantee Agreements of the Bank, dated March 15, 1974, as made applicable to such agreement, all agreements supplemental to the Loan Agree- ment and all schedules to the Loan Agreement; and (b) "Guarantee Agreement" means the guarantee agreement be- tween the Borrower and the Bank of even date herewith for the pur- pose of the Project, as such agreement may be amended from time to time; and such term includes the General Conditions Applicable to Loan and Guarantee Agreements of the Bank, dated March 15, 1974, as made applicable to such agreement, all agreements supplemental to the Guarantee Agreement. (c) "NPA's Legislation" means Law No. 71-LF-5 of the Borrower dated June 4, 1971, establishing NPAC, Decree No. 72-DF-201 of the Borrower, dated April 17, 1972, defining the organization and functioning of NPAC and any decree or regulation issued in applica- tion of the said Law. * -5- ARTICLE II 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 equiva- lent to ten million dollars ($10,000,000). Section 2.02. The amount of the Credit may be withdrawn from the Credit Account in accordance with the provisions of Schedule 1 to the Loan Agreement, as such Schedule may be amended from time to time by agreement between the Borrower and the Association, 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 out of the proceeds of the Credit. Section 2.03. Except as the Association shall otherwise agree, contracts for the purchase of goods or for civil works to be fi- nanced out of the proceeds of the Credit, shall be procured in accordance with the provisions of Schedule 4 to the Loan Agreement, provided, however, that for the purpose of this Agreement, all references in the said Schedule to the Bank shall be deemed to be references to the Association and all references therein to the Loan shall be deemed to be references to the Credit. Section 2.04. The Closing Date shall be June 30, 1981 or such later date as the Association shall establish. The Association shall promptly notify the Borrower of such later date. -6- Section 2.05. The Borrower shall pay to the Association a service charge at the rate of thee-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 March 15 and September 15 in each year. Section 2.07. The Borrower shall repay the principal amount of the Credit in semi-annual installments payable-on each March 15 and September 15 commencing September 15, 1986, and ending March 15, 2026, each installment to and including the installment payable on March 15, 1996 to be one-half of one per cent (1/2 of 1%) of such principal amount, and each installment thereafter to be one and one-half per cent (1-1/2%) of such principal amount. Section 2.08. The currency of the Republic of France is hereby specified for the purposes of Section 4.02 of the General Condi- tions. Section 2.09. Except as the Borrower and the Association shall otherwise agree, if the Borrower shall repay in advance of matur- ity any part of its indebtedness under any loan made to the Bor- rower for the financing of the Project, the Borrower shall simul- taneously repay a proportionate amount of the Credit then out- standing. All the provisions of the General Conditions relating to repayment in advance of maturity shall be applicable to any repayment by the Borrower in accordance with this Section. * -7- ARTICLE III Execution of the Project; Other Covenants with Respect to NPAC Section 3.01. The Borrower shall cause NPAC to carry out the Project and to perform punctually all the obligations of NPAC as set forth in Article III, IV and V of the Loan Agreement, provided, however, that for the purposes of this Agreement, all references to the Bank therein contained shall be deemed to be references to the Association and all references to the Loan shall be deemed to be references to the Credit. Section 3.02. (a) The Borrower shall relend the proceeds of the Credit to NPAC under a Financing Agreement to be entered into between the Borrower and NPAC under terms and conditions which shall have been approved by the Association, and which shall, with- out limitation, provide that NPAC shall: (i) pay to the Borrower a commitment charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal amount so relent and not withdrawn by NPAC from time to time; (ii) pay to the Borrower in- terest at the rate of eight and ninety-hundredths per cent (8.90%) per annum on the principal amount so relent and withdrawn by NPAC and outstanding from time to time; and (iii) repay to the Borrower the principal amount so relent over a period of 20 years from the date of this Agreement, including therein a period of grace of four and one-half years. -8- (b) The Borrower shall exercise its rights under the Financ- ing 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 Fi- nancing Agreement or any provision thereof. Section 3.03. The provisions of Sections 2.02, 3.02, 3.03, 3.04, 3.05, 3.06 and 3.07 of the Guarantee Agreement are hereby incorporated into this Agreement with the same force and effect as if they were fully set forth herein; provided, however, that for the purpose of this Agreement, all references to the Guarantor and the Borrower in such provisions shall be deemed to be refer- ences to the Borrower and NPAC respectively. () -9- ARTICLE IV Remedies of the Association Section 4.01. For the purposes of Section 6.02 of the General Conditions, the following additional events are specified pursuant to paragraph (h) thereof: (a) NPAC's Legislation, or any part thereof, shall have been amended, repealed, suspended or waived so as to have an adverse effect on the Project or on the operations of the Port of Douala- Bonaberi. (b) (i) Subject to subparagraph (ii) of this paragraph: (A) The right of the Borrower or NPAC to withdraw the proceeds of any grant or loan made to the Borrower or to NPAC for the financing of the Project shall have been suspended, cancelled or terminated in whole or in part, pursuant to the terms of the agreement providing there- for, or (B) any such loan shall have become due and pay- able prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower or NPAC as the case may be estab- lishes to the satisfaction of the Association that: - 10- (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower or NPA to perform any of its obligations under such agreement, and (B) adequate funds for the Project are available from other sources on terms and conditions consistent with the obliga- tions of the Borrower under this Agreement. Section 4.02. For the purposes of Section 7.01 of the General Conditions, the following additional events are specified pursuant to paragraph (d) thereof, namely that any event specified in para- graphs (a) or (b) (i) (B) of Section 4.01 of this Agreement shall occur. - 11 - ARTICLE V Effective Date; Termination Section 5.01. The following events are specified as additional conditions to the effectiveness of the Development Credit Agree- ment within the meaning of Section 12.01 (b) of the General Condi- tions: (a) all conditions precedent to the effectiveness of the Loan Agreement, other than the effectiveness of this Agreement, have been fulfilled; and (b) the execution and delivery of the Financing Agreement on behalf of the Borrower and NPA shall have been duly authorized or ratified by all necessary corporate and governmental action. Section 5.02. The following is specified as an additional matter, within the meaning of Section 12.02 (b) of the General Conditions, to be included in the opinion or opinions to be fur-- nished to the Association, namely, that the Financing Agreement has been duly authorized or ratified by, and executed and delivered on behalf of, the Borrower and NPA, respectively, and constitutes a valid and binding obligation of the Borrower and NPA in accor- dance with it. terms. Section i.03. The date January 24, 1977, is hereby specified for the purposes of Section 12.04 of the General Conditions. -12 0 Section 5.04. The obligations of the Borrower under Sections 3.01, 3.02 and 3.03 of this Agreement and the provisions of Sec- tion 4.02 of this Agreement shall cease and determine on the date on which the Development Credit Agreement shall terminate or on a date 20 years after the date of this Agreement, whichever shall be the earlier. - 13 - ARTICLE VI Representative of the Borrower; Addresses Section 6.01. The Minister of Economic Affairs and Planning of the Borrower is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions. Section 6.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Borrower: Ministry of Economic Affairs and Planning Yaounde United Republic of Cameroon Cable address: Telex: MINEP 8268 KN Yaounde, Cameroon For the Association: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INDEVAS 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (wUI) - 1)4- IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agree- ment to be signed in their respective names in the District of Columbia, United States of America, as of the day and year first above written. UNITED REPUBLIC OF CAMEROON By /s/ Eric D. Quan Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By /s/ Roger Chaufournier Regional Vice President Western Africa