Tunisia - Sixth Development Finance Company Project : Loan 1189 - Loan Agreement - Conformed

CONFORMED COPY LOAN NUMBER 1189 TUN Loan Agreement (Sixth Development Finance Company Project) BETWEEN INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND BANQUE DE DEVELOPPEMENT ECONOMIQUE DE TUNISIE DATED JANUARY 26, 1976 CONFORMED COPY LOAN NUMBER 1189 TUN Loan Agreement (Sixth Development Finance Company Project) BETWEEN INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT AND BANQUE DE DEVELOPPEMENT ECONOMIQUE DE TUNISIE DATED JANUARY 26, 1976 LOAN AGREEMENT AGREEMENT, dated January 26, 1976, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank) and BANQUE DE DEVELOPPEMENT ECONOMIQUE DE TUNISIE (hereinafter called the Borrower), a SocietM Anonyme established and operating under the laws of Republic of Tunisia. ARTICLE I General Conditions; Definitions Section 1.01. The parties to this Agreement accept all the provisions of the General Conditions Applicable to Loan and Guarantee Agreements of the Bank dated March 15, 1974, with the same force and effect as if they were fully set forth herein, subject, however, to the modifications thereof set forth in Schedule 2 to this Agreement (said General Conditions Applicable to Loan and Guarantee Agreements of the Bank, as so modified, being hereinafter called the General Conditions). Section 1.02. Wherever used in the Loan Agreement, unless the context otherwise requires, the several terms defined in the General Conditions have the respective meanings therein set forth, and the following additional terms have the following meanings: (a) "sub-loan" means a loan or credit made or proposed to be mac by the Borrower out of the proceeds of the Loan to an Investment Enterprise for an Investment Project and "free-limit sub-loan" means a sub-loan, as so defined, which qualifies as a free-limit sub-loan pursuant to the provisions of Section 2.02(b) of this Agreement. (b) "investment" means an investment other than a sub-loan made or proposed to be made by the Borrower out of the proceeds of the Loan in an Investment Enterprise for an Investment Project. (c) "Investment Enterprise" means an enterprise to which the Borrower proposes to make or has made a sub-loan or in which it proposes to make or has made an investment. (d) "Private Investment Enterprise" means an Investment Enterprise which is controlled by private investors. 4 (e) "Investment Project" means a specific industrial development project (excluding, but without limitation, investments in hotels, vacation villages or other tourism or rezreational facilities) to be carried out by an Investment Enterprise utilizing the proceeds of a sub-loan or investment. (f) "Dinars" and "D" mean the currency of the Guarantor. (g) "foreign currency" means any currency other than the currency of the Guarantor. (h) "Statuts" means the Articles of Incorporation of the Borrower as the same may be amended from time to time with the approval of the Bank. (i) "Statement of Policy" means the statement of lending and investment policy of the Borrower approved by the Directors of the Borrower on July 4, 1966, as the same may be amended from time to time with the approval of the Bank. (j) "Prior Loan Agreement" means any outstanding loan agreement between the Bank and the Borrower dated before the date of this Agreement and "Prior Loan" means any loan provided for therein. (k) "subsidiary" means any company of which a majority of the outstanding voting stock or other proprietary interest is owned or effectively controlled by the Borrower or by any one or more subsidiaries of the Borrower or by the Borrower and one or more of its subsidiaries. (1) "Government Agreement" means, collectively and separately, Convention No. I and No. 2 dated November 16, 1965, and No. 3 dated March 23, 1966, between the Guarantor and the Borrower as the same may be amended from time to time. (m) "Special Procedure Transaction" means a transaction to obtain a loan or an investment whether such loan or investment is made or is to be made by the Borrower out of the proceeds of the Loan or not, between on the one hand the Borrower and on the other hand (i) a Director of the Borrower, either directly or indirectly through a third person or entity, or (ii) an enterprise owned by a Director of the Borrower or in which such Director is a partner, a manager, a Director or a Managing Director. (n) "An enterprise owned by a Director" means an enterprise in which a Director of the Borrower owns or controls, directly or indirectly one third or more of the capital. 5 (o) "Commissaire aux Comptes" means the person referred to under Title V, Article 30 of the Statuts. (p) "Director" means a member of the Board of Directors of the Borrower referred to under Title III of the Statuts. (q) "Board of Directors" means the Board of Directors of the Borrower referred to under Title III of the Statuts. (r) "Commercial Code" means the Guarantor's Code de Commerce as promulgated by the Guarantor's Law No. 59-129 of October 5, 1959, as the same may be amended from time to time. ARTICLE II The Loan Section 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions in the Loan Agreement set forth or referred to. an amount in various currencies equivalent to twenty million dollars ($20,000,000). Section 2.02. (a) The Borrower may withdraw from the Loan Account: (i) amounts expended (or if the Bank shall so agree, required to meet expenditures to be made) by the Borrower under a sub-loan or investment to finance the reasonable cost of goods (other than of goods referred to in clause (ii) of this paragraph) and services required for the Investment Project in respect of which the withdrawal is requested; and (ii) the equivalent of seventy per cent (70%) of amounts expended (or, if the Bank shall so agree, required to meet expenditures to be made) by the Borrower under a sub-loan or investment to finance the reasonable cost of goods purchased as set forth in paragraph (c) of this Section; provided, however, that no withdrawal shall be made in respect of a sub-loan or investment unless; (A) the sub-loan or investment shall have been approved by the Bank; or (B) the sub-loan shall be a free-limit sub-loan for which the Bank shall have authorized withdrawals from the Loan Account. (b) A free-limit sub-loan shall be a sub-loan to a Private Investment Enterprise for an Investment Project in an amount to be financed out of the 6 proceeds of the Loan which shall not exceed the sum of (i) D200,000 equivalent, when added to any other outstanding amounts financed or proposed to be financed out of the proceeds of the Loan or of any Prior Loan for such Investment Project or (ii) $5,000,000 equivalent, when added to all other free-limit sub-loans financed or proposed to be financed out of the proceeds of the Loan, the foregoing amounts being subject to change from time to time as determined by the Bank. (c) It is hereby agreed, pursuant to Section 5.01 of the General Conditions, that withdrawals from the Loan Account may be made on account of expenditures in the currency of the Guarantor, but only for goods previously imported into Tunisia through normal trade channels, or goods produced in Tunisia to a substantial extent from components or raw materials so imported, and purchased by an Investment Enterprise to carry out an Investment Project. (d) Except as the Bank and the Borrower shall otherwise agree, no withdrawals shall be made on account of expenditures made in respect of a sub-loan subject to the Bank's approval, or in respect of an investment, if such expenditures shall have been made (i) by an Investment Enterprise before the date of this Agreement or more than ninety days prior to the date on which the Bank shall have received in respect of such sub-loan or investment the application and information required by Section 2.03(a) of this Agreement or, (ii) by a Private Investment Enterprise under a free-limit sub-loan, before the date of this Agreement or more than ninety days prior to the date on which the Bank shall have received in respect of such free-limit sub-loan the request and information required by Section 2.03(b). Section 2.03. (a) When submitting a sub-loan (other than a free-limit sub-loan) or an investment to the Bank for approval, the Borrower shall furnish to the Bank an application, in form satisfactory to the Bank, together with a description of the Investment Enterprise and an appraisal of the Investment Project (including a description of the expenditures proposed to be financed out of the proceeds of the Loan) and the proposed terms and conditions of the sub-loan or investment, including the schedule of amortization of the sub-loan or of repayment to the Bank of the amount of the Loan to be used for the investment, and such other information as the Bank shall reasonably request. (b) Each request by the Borrower for authorization to make withdrawals from the Loan Account in respect of a free-limit sub-loan shall contain a summary description of the Investment Enterprise and the Investment Project (including a description of the expenditures proposed to be financed out of the proceeds of the Loan) and the terms and conditions of such free-limit sub-loan, including the schedule of amortization therefor. 7 (c) Except as the Bank and the Borrower shall otherwise agree, applications and requests made pursuant to the provisions of paragraphs (a) and (b) of this Section shall be submitted to the Bank on or before June 30, 1977. Section 2.04. The Closing Date shall be June 30, 1980 or such later date as the Bank shall establish. The Bank shall promptly notify the Borrower and the Guarantor of such later date. Section 2.05. The Borrower shall pay to the Bank a commitment charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal amount of the Loan not withdrawn from time to time. Section 2.06. The Borrower shall pay interest at the rate of eight and on-half per cent (8-1/2%) per annum on the principal amount of the Loan withdrawn and outstanding from time to time. Section 2.07. Interest and other charges shall be payable semi-annually on May I and November I in each year. Section 2.08. (a) The Borrower shall repay the principal amount of the Loan in accordance with the amortization schedule set forth in Schedule I to this Agreement as such Schedule shall be amended from time to time by the Bank to the extent required to: (i) conform in relevant part substantially to the aggregate of the amortization schedules applicable to sub-loans and the schedules of repayment to the Bank in respect of investments, which have been approved or authorized for withdrawals from the Loan Account under Section 2.02 of this Agreement and; (ii) take into account any cancellation pursuant to Article VI of the General Conditions and any repayments made by the Borrower under Section 2.09 of this Agreement; provided that repayments due hereunder shall be made on May I and November 1 in each year. Such amendments of said Schedule I shall include amendments to the table of premiums on prepayments and redemption, if necessary. (b) The amortization schedule applicable to each sub-loan and the schedule of repayment to the Bank in respect of each investment (A) shall provide for an appropriate period of grace, and (B) unless the Bank and the Borrower shall otherwise agree (i) shall not extend beyond fifteen years in respect of any sub-loan or investment from the date of approval by the Bank of such sub-loan or investment or in the case of a free-limit sub-loan, of authorization by the Bank to make withdrawals from the Loan Account in respect thereof, and (ii) shall provide for approximately equal semi-annual, or more frequent, aggregate payments of principal and interest or approximately equal semi-annual, or more frequent, payments of principal. 8 Section 2.09. Unless the Bank and the Borrower shall otherwise agree: (a) If a sub-loan or any part thereof shall be repaid to the Borrower in advance of maturity or if a sub-loan or an investment or any part thereof shall be sold, transferred, assigned or otherwise disposed of for value by the Borrower, the Borrower shall promptly notify the Bank and shall repay to the Bank on the next following interest payment date, together with the premiums specified in Schedule 1 to this Agreement or in any amendment thereof under Section 2.08(a) of this Agreement, the amount withdrawn from the Loan Account in respect of such sub-loan or investment or part thereof and not theretofore repaid to the Bank. (b) Any amount so repaid by the Borrower shall be applied by the Bank as follows: (i) in the case of a sub-loan, to the maturity or maturities of the Loan in amounts corresponding to the outstanding amounts of the maturity or maturities of the sub-loan so repaid or disposed of, and (ii) in the case of an investment, pro rata to the maturity or maturities of the Loan reflecting amounts to be repaid on account of such investment. (c) Paragraph (b) of Section 3.05 of the General Conditions shall not apply to any repayment made under paragraph (a) of this Section. ARTICLE III The Project; Management and Operations of the Borrower Section 3.01. (a) The purpose of the Project is to assist the Borrower in financing such productive facilities and resources in Tunisia as will contribute to the economic and social development of the country. The Project consists in the financing of specific development projects through loans to and investments in enterprises in Tunisia, in accordance with the Statuts and the Statement of Policy of the Borrower and in furtherance of the corporate purposes of the Borrower as therein set forth. (b) The Borrower shall carry out the Project and conduct its operations and affairs (i) in accordance with sound financial standards and practices, with qualified management and personnel, and (ii) in accordance with (A) the Statuts and (B) the Statement of Policy. Section 3.02. (a) The Borrower undertakes that, unless the Bank shall otherwise agree, any sub-loan or investment will be made on terms whereby the Borrower shall obtain, by written contract with the Investment Enterprise or by 9 other appropriate legal means, rights adequate to protect the interests of the Bank and the Borrower, including, in the case of any sub-loan and to the extent that it shall be appropriate in the case of any investment, the right of the Borrower to: (i) require the Investment Enterprise to carry out and operate the Investment Project with due diligence and efficiency and in accordance with sound technical, financial and managerial standards and to maintain adequate records; (ii) require that (1) the goods and services to be financed out of the proceeds of the Loan shall be purchased at a reasonable price, account being taken also of other relevant factors such as time of delivery and efficiency and reliability of the goods and availability of maintenance facilities and spare parts therefor, and, in the case of services, of their quality and the competence of the parties rendering them and (2) such goods and services shall be used exclusively in the carrying out of the Investment Project; (iii) inspect, by itself or jointly with representatives of the Bank if the Bank shall so request, such goods and the sites, works, plants and construction included in the Investment Project, the operation thereof, and any relevant records and documents; (iv) require that: (1) the Investment Enterprise shall take out and maintain with responsible insurers such insurance, against such risks and in such amounts, as shall be consistent with sound business practice; and (2) without any limitation upon the foregoing, such insurance shall cover marine, transit and other hazards incident to the acquisition, transportation and delivery of goods financed out of the proceeds of the Loan to the place of use or installaion, any indemnity thereunder to be made payable in a currency freely usable by the Investment Enterprise to replace or repair such goods; (v) obtain all such information as the Bank or the Borrower shall reasonably request relating to the foregoing and to the administration, operations and financial condition of the Investment Enterprise; and (vi) suspend or terminate the right of the Investment Enterprise to the use of the proceeds of the Loan upon failure by such Investment Enterprise to perform its obligations under its contract with the Borrower. (b) The Borrower (i) shall exercise its rights in relation to each Investment Project in such manner as to: (A) protect the interests of the Bank and the Borrower, (B) comply with its obligations under this Agreement, and (C) achieve the purposes of the Project, and (ii) except as the Bank shall otherwise agree, the Borrower shall not abrogate or waive any of its rights with respect to a sub-loan or investment. (c) The Borrower shall submit to the Bank, for its prior approval, any substantial changes proposed to be made by the Borrower in respect of the repayment provisions of any sub-loan. Section 3.03. Without limitation or restriction on the generality of the provisions of Section 3.02 of this Agreement, the Borrower undertakes that, unless 10 the Bank shall otherwise agree: (a) any sub-loan or investment (which terms shall, for the purpose of this Section also include sub-loans or investment which are not made out of the proceeds of the Loan) will be made on terms whereby the Borrower shall obtain, by written contract with the Investment Enterprise or by other appropriate legal means, rights adequate to: (i) require the Investment Enterprise (including, but without limitation, a newly established Investment Enterprise) to furnish the Borrower as soon as available but in any case no later than March 31 in each year, copies of its provisional financial statements to be prepared in accordance with sound accounting principles consistently applied, and to be in such detail as the Borrower shall have reasonably requested; and (ii) require the Investment Enterprise (including but without limitation a newly established Investment Enterprise) to furnish the Borrower as soon as available but in any case no later than June 30 in each year, copies of its financial statements as certified in accordance with the provisions of the Commercial Code; and (b) it shall not abrogate or waive any of its rights with respect to a sub-loan or investment referred to under paragraph (a) of this Section. Section 3.04. The Borrower shall furnish to the Bank all such information as the Bank shall reasonably request concerning the expenditure of the proceeds of the Loan, the Project, the Investment Enterprises, the Investment Projects, and the sub-loans and investments. Section 3.05. The Borrower shall duly perform all its obligations under the Government Agreement and under agreements under which funds have been lent or otherwise put at the disposal of the Borrower by the Guarantor or its agencies or others for relending, investment or management. The Borrower shall promptly inform the Bank of any action which would have the effect of assigning, or of amending, abrogating or waiving any material provision of, any such agreement. Section 3.06. If the Borrower establishes or acquires any subsidiary, the Borrower shall cause such subsidiary to observe and perform the obligations of the Borrower hereunder to the extent to which such obligations shall or can be applicable thereto, as though such obligations were binding upon such subsidiary. Section 3.07. (a) The Borrower undertakes that it shall not make a sub-loan (which term shall, for the purpose of this Section, also include sub-loans which are not made out of the proceeds of the Loan) unless the Borrower has obtained adequate security to secure such sub-loan. (b) Without limitation or restriction on the generality of the provisions of the foregoing paragraph (a) of this Section, the Borrower undertakes that: 11 (i) it shall not make a sub-loan for hotels, vacation villages or other tourism or recr(-ational facilities unless such sub-loan has been secured by a valid mortgage, or, by such other adequate security as shall be approved by the Board of Directors; and (ii) it shall take all such action as may be necessary to validate mortgages on all its outstanding sub-loans for hotels, vacation villages or other tourism or recreational facilities, in accordance with a timetable and a plan of action all to be acceptable to the Bank. Section 3.08. Without limitation or restriction on the generality of the provisions of Section 3.01(b)(ii)B of this Agreement the Borrower specifically undertakes: (a) that a Special Procedure Transaction shall only be made (i) after unanimous approval of such transaction by the members of the Board of Directors, present or represented, at a meeting at which not less than a majority of all Directors are present, and (ii) after the Commissaire aux Comptes has been notified of such transaction. (b) that all transactions referred to under paragraph (a) of this Section shall be reported by the Commissaire aux Compres each fiscal year to the Borrower's stockholders at their annual meeting. ARTICLE IV Financial Covenants Section 4.01. The Borrower shall maintain records adequate to record the progress of the Project and of each Investment Project (including the cost thereof) and to reflect in accordance with consistently maintained sound accounting practices the operations and financial condition of the Borrower. Section 4.02. The Borrower shall: (i) have its accounts and financial statements (balance sheets, statements of income and expenses and related statements) for each fiscal year audited in accordance with sound auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank and to all members of the Board of Directors, as soon as available but in any case not later than five months after the end of each such year, (A) certified copies of its financial statements for such year as so audited and (B) the report of such audit by said auditors, of such scope and in such detail as 12 the Bank shall have reasonably requested; and (iii) furnish to the Bank such other information concerning the accounts and financial statements of the Borrower and the audit thereof as the Bank shall from time to time reasonably request. Section 4.03. (a) The Borrower represents that at the date of this Agreement no lien exists on any of its assets as security for any debt, except as otherwise currently reported or disclosed in writing by the Borrower to the Bank. (b) The Borrower undertakes that, except as the Bank shall otherwise agree: (i) if any lien shall be created on any assets of the Borrower or any subsidiary as security for any debt, such lien will equally and ratably secure the payment of the principal of, and interest and other charges on the Loan and that in the creation of any such lien express provision will be made to that effect at no cost to the Bank; and (ii) if any statutory lien shall be created on any assets of the Borrower or of any subsidiary as security for any debt, the Borrower shall grant, at no cost to the Bank, an equivalent lien satisfactory to the Bank to secure the payment of the principal of, and interest and other charges on the Loan; provided, however, that the foregoing provisions of this paragraph shall not apply to: (A) any lien created on property, at the time of purchase thereof, solely as security for the payment of the purchase price of such property; or (B) any lien arising in the ordinary course of banking transactions and securing a debt maturing not more than one year after the date on which it is originally incurred. Section 4.04. Except as the Bank shall otherwise agree, the Borrower shall: (i) conduct its operations and affairs in such manner as shall be necessary to maintain, at all times, its debt/equity ratio within the limit provided in Section 4.06 of this Agreement; and (ii) if such ratio shall, for reasons beyond the Borrower's control, be temporarily exceeded, promptly take all such reasonable action as shall be necessary or advisable to bring such ratio within such limit. Section 4.05. The Borrower shall not make any repayment in advance of maturity in respect of any outstanding debt of the Borrower which, in the judgment of the Bank, would materially affect the Borrower's ability to meet its financial obligations. Section 4.06. Except as shall be otherwise agreed between the Bank and the Borrower, the Borrower shall not incur or permit any subsidiary to incur any debt if, after the incurring of such debt, the consolidated debt of the Borrower and all subsidiaries then incurred and outstanding would be greater than five times the consolidated capital and surplus of the Borrower and all subsidiaries. For the purposes of this Section: 13 (a) "debt" means any debt incurred by the Borrower or any subsidiary maturing more than one year after the date on which it is originally incurred. (b) Debt shall be deemed to be incurred: (i) under a loan contract or agreement (including the Loan Agreement) on the date and to the extent the amount of the loan is drawn down and outstanding pursuant to such loan or agreement, and (ii) under a guarantee agreement, on the date the agreement providing for such guarantee has been entered into but only to the extent that the guaranteed debt is outstanding. (c) Whenever in connection with this Section it shall be necessary to value in terms of Dinars debt payable in foreign currency, such valuation shall be made at the prevailing lawful rate of exchange at which such foreign currency is, at the time of such valuation, obtainable by the Borrower for the purposes of servicing such debt. (d) "consolidated debt of the Borrower and all subsidiaries" means the total amount of debt of the Borrower and the subsidiaries, excluding: (i) any debt owed by the Borrower to any subsidiary or by any subsidiary to the Borrower or to any other subsidiary, and (ii) the amounts referred to in paragraph (e)(iv) of this Section. (e) "consolidated capital and surplus of the Borrower and all subsidiaries" means the aggregate of: (i) the unimpaired paid-up capital, surplus and free reserves (excluding the funds referred to under Section 4.10 of this Agreement) of the Borrower and subsidiaries after excluding therefrom such amounts as shall represent equity interests of the Borrower in any subsidiary or of any subsidiary in the Borrower or any other subsidiary, (ii) the amount of the grant made by the Guarantor pursuant to the Government Agreement, (iii) the amount of the advances made and to be made to the Borrower by the Guarantor in 1975 and 1976, respectively, on account of payments due to the Borrower by the Guarantor on account of subscriptions by the Guarantor to the capital of the Borrower, and (iv) such amounts of the loan from the Guarantor made pursuant to the Government Agreement as shall be repayable after the latest of the dates of all outstanding maturities of the sub-loans, of the schedules of repayment to the Bank in respect of the investments and of any sub-loans or investments made by the Borrower out of the proceeds of any Prior Loan. Section 4.07. The Borrower shall take such steps satisfactory to the Bank as shall be necessary to protect itself against risk of loss resulting from changes 14 in the rates of exchange between the currencies (including Dinars) used in its operations. Section 4.08. The Bank and the Borrower shall from time to time, at the request of either party, exchange views through their representatives with regard to the administration, operations and financial condition of the Borrower and the subsidiaries, and the Borrower shall furnish to the Bank all such information as the Bank shall reasonably request concerning the administration, operations and financial condition of the Borrower and the subsidiaries, and the progress of the Project. Section 4.09. The Borrower shall enable the Bank's representatives to inspect the records referred to in Section 4.01 of this Agreement and any relevant documents. Section 4. 10. (a) The Borrower shall make adequate provision to cover fully its possible losses on account of any of its operations (including, but without limitation, sub-loans and investments), and shall maintain at all times its provisions for such possible losses at levels sufficient to meet any such loss, all in accordance with sound financial practices. (b) The Borrower shall not declare or pay any dividends or make any other distribution with respect to its capital shares unless the Borrower has met the requirements set forth in paragraph (a) of this Section. Section 4.11. Except as the Bank shall otherwise agree, the Borrower undertakes that it shall not make a sub-loan or investment for an Investment Enterprise (which terms shall for the purpose of this paragraph (b) of this Section also include sub-loans or investments which are not made out of the proceeds of the Loan) if the aggregate amount of any such sub-loan or investment for such Investment Project shall exceed 20% of the consolidated capital and surplus (as those terms are defined in paragraph (e) of Section 4.06 of this Agreement) of the Borrower and all the subsidiaries. Section 4.12. Except as the Bank shall otherwise agree, the Borrower undertakes that the annual rate of interest to be charged by the Borrower on its lending operations (including without limitation sub-loans) shall be set by the Borrower (A) at a level sufficient to provide the Borrower with revenues (i) ensuring the Borrower a reasonable profit and (ii) enabling the Borrower to build adequate reserves and, as provided in paragraph (a) of Section 4.10 of this Agreement, adequate provisions, and to distribute, subject to the provisions of paragraph (b) 15 of Section 4.10 of this Agreement a reasonable dividend, and (B) with due regard to the risks involved in each individual operation. ARTICLE V Remedies of the Bank Section 5.01. For the purposes of Section 6.02 of the General Conditions the following additional events are specified: (a) any part of the principal amount of any loan to the Borrower 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; (b) a change shall have been made in the Statuts or in the Statement of Policy without the Bank's consent; (c) a resolution shall have been passed for the dissolution or liquidation of the Borrower; and (d) a subsidiary or any other entity shall have been created or acquired or taken over by the Borrower, if such creation, acquisition or taking over would adversely affect the conduct of the Borrower's business or the Borrower's financial situation or the efficiency of the Borrower's management and personnel or the carrying out of the Project. Section 5.02. For the purposes of Section 7.01 of the General Conditions the following additional events are specified: (a) the event specified in paragraph (d) of Section 5.01 shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Bank to the Borrower; and (b) the event specified in paragraph (a) or paragraph (b) or paragraph (c) of Section 5.01 shall occur. ARTICLE VI Effective Date; Termination Section 6.01. The following events are specified as additional conditions to the effectiveness of the Loan Agreement within the meaning of Section 12.01(c) 16 of the General Conditions, namely that, the Borrower has submitted to the Bank the timetable and the plan of action, all to be acceptable to the Bank as provided under subparagraph (ii) of paragraph (b) of Section 3.07 of this Agreement. Section 6.02. The date April 26, 1976 is hereby specified for the purposes of Section 12.04 of the General Conditions. ARTICLE VII Amendments of Prior Loan Agreements Section 7.01. The parties to this Agreement hereby agree that the provisions of Sections 3.03, 3.07, 3.08, 4.10, 4.11 and 4.12 of this Agreement shall be applicable to any Prior Loan Agreement, with the same force and effect as if they were fully set forth therein. ARTICLE VIII Miscellaneous Section 8.01. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INTBAFRAD 440098 (ITT), Washington, D.C. 248423 (RCA) or 64145 (WUI) For the Borrower: Banque de D6veloppement Economique de Tunisie 68, Avenue Habib Bourguiba Tunis, Tunisia 17 Cable address: SNITUN Tunis IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agreement 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. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s / Willi A. Wapenhans Regional Vice President Europe, Middle East and North Africa BANQUE DE DEVELOPPEMENT ECONOMIQUE DE TUNISIE By /s I Habib Bourguiba, Jr. Authorized Representative 18 SCHEDULE 1 Amortization Schedule* Payment of Principal Date Payment Due (expressed in dollars)** May 1, 1977 385,000 November 1, 1977 400,000 May 1, 1978 420,000 November 1, 1978 435,000 May 1, 1979 455,000 November 1, 1979 475,000 May 1, 1980 495,000 November 1, 1980 515,000 May 1, 1981 535,000 November 1, 1981 560,000 May 1, 1982 585,000 November 1, 1982 610,000 May 1, 1983 635,000 November 1, 1983 660,000 May 1, 1984 690,000 November 1, 1984 720,000 May 1, 1985 750,000 November 1, 1985 780,000 May 1, 1986 815,000 November 1, 1986 850,000 May 1, 1987 885,000 November 1, 1987 925,000 May 1, 1988 960,000 November 1, 1988 1,005,000 May 1, 1989 1,045,000 November 1, 1989 1,090,000 May 1, 1990 1,135,000 November 1, 1990 1,185,000 * The Amortization Schedule is subject to amendment pursuant to the provisions of Section 2.08 of the Loan Agreement. ** To the extent that any portion of the Loan is repayable in a currency other than dollars (see General Conditions, Section 4.02), the figures in this column represent dollar equivalents determined as for purposes of withdrawal. 19 Premiums on Prepayment The following percentages are specified as the premiums payable on repayment in advance of maturity of any portion of the principal amount of the Loan pursuant to Section 3.05(b) of the General Conditions or to Section 2.09(a) of the Loan Agreement: Time of Prepayment Premium Not more than three years 1-1/2% before maturity More than three years but not 2-3/4% more than six years before maturity More than six years but not 5-3/4% more than eleven years before maturity More than eleven years but not 7% more than thirteen years before maturity More than thirteen years 8-1/2% before maturity 20 SCHEDULE 2 Modifications of the General Conditions For the purposes of the Loan Agreement, the provisions of the General Conditions are modified as follows: (1) The following subparagraph (d) is added to Section 3.05: "(d) The Bank and the Borrower may from time to time agree upon arrangements for prepayment of the Loan and the application of such prepayment in addition to, or in substitution for, those set forth in paragraph (b) of Section 3.05." (2) The words "Investment Projects" are substituted for the words "the Project" at the end of Section 5.03. (3) Section 6.03 is deleted and replaced by the following new Section: "Section 6.03. Cancellation by the Bank. If (a) the right of the Borrower to make withdrawals from the Loan Account shall have been suspended with respect to any amount of the Loan for a continuous period of thirty days or (b) by the date specified in paragraph (c) of Section 2.03 of the Loan Agreement no applications or requests permitted under paragraph (a) or paragraph (b) of such Section shall have been received by the Bank in respect of any portion of the Loan, or having been so received, shall have been denied, (c) after the Closing Date an amount of the Loan shall remain unwithdrawn from the Loan Account, or (d) the Bank shall have received notice from the Guarantor pursuant to Section 6.07 with respect to an amount of the Loan, the Bank may by notice to the Borrower and the Guarantor terminate the right of the Borrower to make withdrawals with respect to such amount. Upon the giving of such notice such amount of the Loan shall be cancelled."