Conformed Copy - TF029338 - Transport Sector Rehabilitation Project - Japanese Grant Agreement

Page 1 CONFORMED COPY TF029386 JAPANESE GRANT AGREEMENT Transport Sector Rehabilitation Project between REPUBLIC OF GEORGIA and INTERNATIONAL DEVELOPMENT ASSOCIATION as Administrator of Grant Funds provided by JAPAN Dated November 13, 1995 TF029386 JAPANESE GRANT AGREEMENT AGREEMENT, dated November 13, 1995 between THE REPUBLIC OF GEORGIA (the Recipient) and INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association) acting as Administrator (the Administrator) of grant funds provided by JAPAN (Japan). WHEREAS (A) pursuant to a letter agreement dated July 30, 1990 between Japan and International Bank for Reconstruction and Development (the Bank) and the Association, Japan has requested the Bank and the Association, and the Bank and the Association have agreed, to administer grant funds to be made available by Japan for the financing of certain programs and projects supported by the Bank and the Association, as the case may be, in accordance with the provisions of such letter agreement; WHEREAS (B) Japan has agreed to make available to the Recipient a grant out of said grant funds (the Grant) to finance the cost of carrying out the technical assistance described in Schedule 2 to this Agreement (the Technical Assistance) on the terms and conditions hereinafter set forth; and WHEREAS (C) the Administrator has agreed to carry out any technical assistance as provided in a separate Japanese Grant Agreement, of even date herewith, between the Recipient and the Association acting as Administrator of grant funds provided by Japan; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I Page 2 General Conditions; Definitions Section 1.01. (a) The following provisions of the General Conditions Applicable to Development Credit Agreements of the Association, dated January 1, 1985, with the modifications set forth in paragraph (b) of this Section (the General Conditions) constitute an integral part of this Agreement: (i) Article I; (ii) Sections 2.01 (1), (2), (3), (4), (5), (6), (7), (8), (9), (12), and (13), 2.02 and 2.03; (iii) Section 3.01; (iv) Sections 4.01 and 4.05; (v) Article V; (vi) Sections 6.01, 6.02 (a), (b), (c), (d), (e), (g) and (h), 6.03, 6.04 and 6.06; (vii) Section 8.01 (b); (viii)Sections 9.01, 9.03, 9.04, 9.05, 9.06, 9.07, and 9.08; (ix) Article X; and (x) Article XI. (b) The General Conditions shall be modified as follows: (i) the term "Association," wherever used in the General Conditions, other than in Section 6.02 (e) thereof, means the International Development Association acting as Administrator of the Grant pursuant to the letter agreement between Japan and the Bank and the Association referred to in Recital (A) of this Agreement, except that in Section 6.02, the term "Association" shall also include the International Development Association acting in its own capacity; (ii) the term "Borrower," wherever used in the General Conditions, means the Recipient; (iii) the term "Development Credit Agreement," wherever used in the General Conditions, means this Agreement; (iv) the term "Credit," wherever used in the General Conditions, means the Grant; (v) the term "Credit Account," wherever used in the General Conditions, means the Grant Account, an account opened by the Administrator on its books in the name of the Recipient to which the amount of the Grant is credited; (vi) the term "Project," wherever used in the General Conditions, means the technical assistance described in Schedule 2 to this Agreement; and (vii) Section 4.01 shall be modified to read: "Withdrawals from the Grant Account shall be made in yen; provided, however, that if the expenditures to be financed out of the proceeds of the Grant have been paid or are payable in another currency, the Administrator shall, at the request of the Recipient, purchase such currency with the proceeds of such withdrawal.". Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions and in the Recitals to this Agreement have the respective meanings therein set forth; and the terms "yen" and "