Morocco - Fourth Hotel Development : Loan 1943 - Guarantee Agreement - Conformed

OFFIf LOAN NUMBER 1943 MOR DCUMENhTS Guarantee Agreement (Fourth Hotel Development Project) between KINGDOM OF MOROCCO and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated , 1981 LOAN NUMBER 1943 MOR GUARANTEE AGREEMENT AGREEMENT, dated F , 1981, between KINGDOM OF MOROCCO (hereinafter call the Guarantor) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (here- inafter called the Bank). WHEREAS by the Loan Agreement of even date herewith between the Bank and Cr6dit Immobilier et H8telier (hereinafter called the Borrower) the Bank has agreed to make to the Borrower a loan in various currencies equivalent to one hundred million dollars ($100,000,000), on the terms and conditions set forth in the Loan Agreement, but only on condition that the Guarantor agrees to guarantee the obligations of the Borrower in respect of such loan as hereinafter provided; and WHEREAS the Guarantor, in consideration of the Bank's entering into the Loan Agreement with the Borrower, has agreed so to guarantee such obligations of the Borrower; NOW THEREFORE the parties hereto hereby 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 Loan and Guarantee Agreements of the Bank dated October 27, 1980, 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 the Loan Agreement (said General Conditions Applic- able to Loan and Guarantee Agreements, 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 and in Section 1.02 of the Loan Agreement have the respective meanings therein set forth. ARTICLE II Guarantee Section 2.01. Without limitation or restriction upon any of its other obligations under the Guarantee Agreement, the -2- Guarantor hereby unconditionally guarantees, as primary obligor and not as surety merely, the due and punctual payment of the principal of, and interest and other charges on, the Loan, and the premium, if any, on the prepayment of the Loan, all as set forth in the Loan Agreement. ARTICLE III Other Covenants Section 3.01. (a) It is the policy of the Bank, in making loans to, or with the guarantee of, its members not to seek, in normal circumstances, specific security from the member concerned but to ensure that no other external debt shall have priority over its loans in the allocation, realization or distribution of foreign exchange held under the control or for the benefit of such member. To that end, if any lien shall be created on any public assets (as hereinafter defined), as security for any external debt, which will or might result in a priority for the benefit of the creditor of such external debt in the allocation, realization or distribution of foreign exchange, such lien shall, unless the Bank shall otherwise agree, ipso facto, and at no cost to the Bank, equally and ratably secure the principal of, and interest and other charges on, the Loan, and the Guarantor, in creating or permitting the creation of such lien, shall make express provision to that effect; provided, however, that, if for any constitutional or other legal reason such provision cannot be made with respect to any lien created on assets of any of its political or administrative subdivisions, the Guarantor shall promptly and at no cost to the Bank secure the principal of, and interest and other charges on, the Loan by an equivalent lien on other public assets satisfactory to the Bank. (b) The foregoing undertaking shall not apply to: (i) any lien created on property, at the time of purchase thereof, solely as security for payment of the purchase price of such property; and (ii) any lien arising in the ordinary course of banking transactions and securing a debt maturing not more than one year after its date. (c) As used in this Section, the term "public assets" means assets of the Guarantor, of any political or administrative subdivision thereof and of any entity owned or controlled by, or operating for the account or benefit of, the Guarantor or any such subdivision, including gold and foreign exchange assets -3- held by any institution performing the functions of a central bank or exchange stabilization fund, or similar fiinctions, for the Guarantor. Section 3.02. The Guarantor covenants that it will not take, or cause or permit any of its political subdivisions or any of its agencies or any agency of any such political subdivisions or the Banque du Maroc to take, any action which would prevent or interfere with the performance by the Borrower of its obligations contained in the Loan Agreement and will take or cause to be taken all reasonable action necessary or appropriate to enable the Borrower to perform such obligations. Section 3.03. The Guarantor shall make arrangements to protect the Borrower against any loss in connection with the payment of interest or other charges on, or the repayment of principal of, the Loan as a result of a change in the rate of exchange between Dirhams and the currency or currencies in which such payments are made. Section 3.04. (a) The Guarantor shall, by June 30, 1981 (or such other date as the Bank may agree), begin to carry out, and, by December 31, 1982 (or such other date as the Bank may agree), complete the studies referred to in Section 3.01 (a) (iii) of the Loan Agreement with due diligence and efficiency, in conformity with appropriate technical, financial and administrative practices and on terms and conditions satisfactory to the Bank. (b) In order to assist the Guarantor in the preparation and completion of the studies referred to in Section 3.01 (a) (iii) of the Loan Agreement, the Guarantor shall, in a timely fashion, employ consultants and experts whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Bank. (c) The Guarantor shall furnish to the Bank for its review and comments, promptly upon their preparation, the foregoing studies and the reports of the foregoing consultants and experts, as well as any material modifications of or additions to such studies and reports. (d) The Guarantor shall, as and when appropriate, take all action necessary to implement the recommendations emanating from such studies and reports, taking into account the Bank's comments. -4 Section 3.05. Except as the Bank may otherwise agree, the Guarantor shall cause all goods and services financed out of the proceeds of the Loan made available to it by the Borrower to be used exclusively for the execution of the studies referred to in Section 3.01 (a) (iii) of the Loan Agreement. ARTICLE IV Representative of the Guarantor; Addresses Section 4.01. The Minister of the Guarantor at the time responsible for finance is designated as representative of the Guarantor for the purposes of Section 11.03 of the General Conditions. Section 4.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Guarantor: Ministere des Finances Rabat Kingdom of Morocco Cable address: Telex: MINISTERE FINANCES 31936 M Rabat 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) -5- 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. KINGDOM OF MOROCCO By Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By / t.CK Z ~Y' Regional Vice President Europe, Middle East and North Africa INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Bank for Reconstruction and Develop- ment. In witness whereof I have signed this Certifi- cate and affixed the Seal of the Bank thereunto this -day of M*, 198 / FOR SECRETARY