Tunisia - Tourism Infrastructure Project : Credit 0329 - Credit Agreement - Conformed

CONFORMED COPY CREDIT NUMBER 329 TUN Development Credit Agreement (Tourism Infrastructure Project) BETWEEN REPUBLIC OF TUNISIA AND INTERNATIONAL DEVELOPMENT ASSOCIATION DATED SEPTEMBER 28, 1972 CONFORMED COPY CREDIT NUMBER 329 TUN Development Credit Agreement (Tourism Infrastructure Project) BETWEEN REPUBLIC OF TUNISIA AND INTERNATIONAL DEVELOPMENT ASSOCIATION DATED SEPTEMBER 28, 1972 DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated September 28, 1972, between REPUBLIC OF TUNISIA (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 Project described in Schedule 1 to the Loan Agreement by extending the Credit as hereinafter provided; (B) The Borrower has also requested the Bank to provide additional financial assistance towards the financing of the Project and by an agreement of even date herewith between the Borrower and the Bank (hereinafter c,lled the Loan Agreement) the Bank is agreeing to provide such assistance in an aggregated principal amount equivalent to fourteen million dollars ($14,000,000); (C) The Borrower intends to contract from Kreditanstalt ffr Wiederaufbau (hereinafter called Kreditanstalt), a Kdrperschaft des Offentlichen Rechts existing under the laws of the Federal Republic of Germany, a loan (hereinafter called the KFW Loan) in an amount not exceeding forty million German Marks (DM 40,000,000) equivalent to about twelve million four hundred thousand dollars ($12,400,000) to assist in financing part of the Project under terms and conditions set forth in an agreement to be entered into between the Borrower and Kreditanstalt; (D) The Project will be carried out: (i) by the Borrower's departments and agencies; (ii) by Office National du Tourisme et du Thermalisme (hereinafter called ONTT), an dtablissement public a caract re industriel et commercial existing under the laws of the Borrower pursuant to Article 32 of the Borrower's Law No. 70/66 of December 31, 1970, with the Borrower's assistance and, as part of such assistance, the Borrower will make available to ONTT the proceeds of the Credit as hereinafter provided; (iii) by Socidtd Nationale d'Exploitation et de Distribution des Eaux (hereinafter called SONEDE), an Jtablissement public a caractWre industriel et commercial, existing under the laws of the Borrower 4 pursuant to Law No. 68/22 of the Borrower of July 2, 1968, as amended by Law No. 72/37 of April 27, 1972; and (iv) by Soci9te Tunisienne de l'Electricitg et du Gaz (hereinafter called STEG) an dtablissement public a caract&re industriel et commercial existing under the laws of the Borrower pursuant to Decree-Law No. 62/8 of April 3, 1962, of the Borrower as amended; (E) The Borrower and the Association intend, to the extent practicable, that the proceeds of this Credit be disbursed in amounts of expenditures in the Project before disbursements of the proceeds of the loan provided for in the Loan Agreement are made; and WHEREAS the Association has agreed, on the basis inter alia of the foregoing, to make the Credit to the Borrower upon the terms and conditions hereinafter set forth and in project agreements of even date herewith between the Bank and the Association on the one hand and, on the other hand, ONTT and SONEDE, respectively; 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 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 following modifications thereof (said General Conditions Applicable to Development Credit Agreements of the Association, as so modified, being hereinafter called the General Conditions): (a) Section 5.01 is deleted; (b) Section 6.02 (h) is deleted and Section 6.02 (i) becomes 6.02 (h); (c) Section 6.06 is amended by inserting the words ", the ONTT Project Agreement, the SONEDE Project Agreement" after the words "the Development Credit Agreement"; (d) Section 8.02 is amended by inserting the words ", the ONTT Project Agreement or the SONEDE Project Agreement" after the words "the Development Credit Agreement"; 5 (e) The following sub-paragraph is added to Section 2.01: "13. The terms 'ONTT Project Agreement' and 'SONEDE Project Agreement' shall have the meanings set forth in the Loan Agreement."; and (f) Section 2.01 (9) is deleted and the following is substituted therefor: "9. The term 'Project' means the project or projects or program or programs for which the Credit is granted, as described in the Loan Agreement and as the description thereof shall be amended from time to time by agreement between the Borrower, the Bank and the Association." (g) Section 6.02 (b) is deleted and the following is substituted therefor: "(b) The Borrower shall have failed to perform any other obligation under the Loan Agreement, the Bonds or the Development Credit Agreement (as such term is defined in the Loan Agreement)." (h) Section 7.01 (c) is amended to read as follows: "(c) A default shall occur in the performance of any other obligation on the part of the Borrower under the Loan Agreement, the Bonds or the Development Credit Agreement (as such term is defined in the Loan Agreement), and such default shall continue for a period 'f 60 days after notice thereof shall have been given by the Bank or the Association to the Borrower. Section 1.02. Wherever used in this Agreement, unless the context otherwise requires: (a) the several terms defined in the General Conditions have the respective meanings therein set forth; (b) the term "Loan Agreement" means the agreement of even date herewith between the Borrower and the Bank for the purpose 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 January 31, 1969, as made applicable to such agreement, all agreements supplemental to the Loan Agreement and all schedules to the Loan Agreement; (c) the term "Loan" means the loan provided for in the Loan Agreement; (d) the term "Loan Account" means the account established pursuant to Section 2.02 of the Loan Agreement; and 6 (e) the several terms defined in the Loan Agreement have the respective meanings therein set forth. 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 equivalent to ten million dollars ($10,000,000). Section 2.02. The amount of the Credit may be withdrawn fiom 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 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 2.11 of the ONTT Project Agreement. Section 2.04. The Closing Date shall be December 31, 1977 or such other date as shall be agreed 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 March 1 and September 1 in each year. Section 2.07. The Borrower shall repay the principal amount of the Credit in semi-annual installments payable on each September 1 and March 1 commencing September 1, 1982 and ending March 1, 2022, each installment to and including the installment payable on March 1, 1992 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. 7 Section 2.08. The currency of the United States of America is hereby specified for the purposes of Section 4.02 of the General Conditions. Section 2.09. ONTT is 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; Consultation, Information and Inspection Section 3.01. Articles III and V and Sections 4.02, 4.03 and 4.04 of the Loan Agreement are hereby incorporated into this Agreement with the same force and effect as if they were fully set forth herein; provided, however, that: (i) all references to the Bank in such Articles or in any of them shall be deemed to be references to the Association, and (ii) all references to the Loan in such Articles or in any of them shall be deemed to be references to the Credit. Section 3.02. So long as any part of the Loan provided for under the Loan Agreement or the Bonds shall remain outstanding and unpaid, all actions taken, including approvals given, by the Bank pursuant to the Artick s of the Loan Agreement enumerated in Section 3.01 of this Agreement, shall be deemed to be taken or given in the name and on behalf of both the Bank and the Association; and all information furnished by the Borrower, ONTT or SONEDE to the Bank pursuant to the provisions of such Articles, shall be deemed to be furnished to both the Bank and the Association. ARTICLE IV Taxes and Restrictions Section 4.01. 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 4.02. The Development Credit Agreement and the Project Agreement shall be free from any taxes on or in connection with the execution, delivery or registration thereof, imposed under the laws of the Borrower or laws in effect in its territories. 8 Section 4.03. 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 V Remedies of the Association Section 5.01. If any event specified in Section 7.01 of the General Conditions or in Section 5.03 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 5.02. For the purposes of Section 6.02 of the General Conditions the additional events specified in Section 7.02 of the Loan Agreement are hereby incorpoiated into this Agreement with the same force and effect as if they were fully set forth herein; provided, however, that: (i) all references to the Bank in such Section shall be deemed to be references to the Association; and (ii) so long as any part of the Loan provided for under the Loan Agreement or the Bonds shall remain oustanding and unpaid, all actions taken, including approvals given by the Bank pursuant to such Section, shall be deemed to be taken or given in the name and on behalf of both the Bank and the Association. Section 5.03. For the purposes of Section 7.01 of the General Conditions the additional events specified in Section 7.03 of the Loan Agreement are hereby incorporated into this Agreement with the same force and effect as if they were fully set forth herein; provided, however, that: (i) all references to the Bank in such Section shall be deemed to be references to the Association; and (ii) so long as any part of the Loan provided for under the Loan Agreement or the Bonds shall remain outstanding and unpaid, all actions taken, including approvals given by the Bank pursuant to such Section, shall be deemed to be taken or given in the name and on behalf of both the Bank and the Association. ARTICLE VI Effective Date; Termination Section 6.01. (a) The following events are specified as additional conditions to the effectiveness of the Development Credit Agreement within the meaning of 9 Section 10.01 (b) of the General Conditions, namely, that the conditions precedent to the effectiveness, except the condition under paragraph (c) of Secticn 8.01, of the Loan Agreement shall have been fulfilled, subject only to the effectiveness of this Agreement. (b) All references to the Bank in Section 8.01 of the Loan Agreement shall be deemed references to the Association. Section 6.02. The date March 1, 1973 is hereby specified for the purposes of Section 10.04 of the General Conditions. Section 6.03. The obligations of the Borrower under Article III of this Agreement and the provisions relating to additional events referred to in Sections 5.02 and 5.03 of this Agreement shall cease and determine on the date on which the Development Credit Agreement shall terminate or on a date 25 years after the date of this Agreement, whichever shall be the earlier. ARTICLE VII Representative of the Borrower; Addresses Section 7.01. The Ministre du Plan of the Borrower is designated as representative of the Borrower for the purposes of Section 9.03 of the General Conditions. Section 7.02. The following addresses are specified for the purposes of Section 9.01 of the General Conditions: For the Borrower: Le Ministre du Plan Ministre du Plan 1 Rue de B6ja Tunis, Tunisia Cable address: Ministre du Plan 1 Rue de B6ja Tunis 10 For the Association: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Indevas Washington, D.C. 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 TUNISIA By /s/ Slaheddine El Goulli Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By /s / S. Aldewereld Vice President 11 SCHEDULE 1 Withdrawal of the Proceeds of the Credit and of the Loan 1. The table below sets forth the Categories of items to be financed out of the proceeds of the Credit and of the Loan, the allocation of amounts of such proceeds to each Category and the percentage of eligible expenditures so to be financed in each Category: Amount of the Credit and of the Loan 90/ of Allocated (Expressed in Expenditures Category Dollar Equivalent) to be Financed I. Civil Works 9,000,000 70% of total under Parts A expenditures and B(3) of the Project II. Equipment 6,500,0 100% of foreign under Parts A expenditures or and B(3) of the 75% of total Project expenditures III. Consultants' Ser- 3,300,0 45% of total vices under Parts expenditures B, C and F of the Project, Project Administration un- der Part F of the Project, Training under Part D of the Project and Promotional Pro- gram under Part E of the Project IV. Unallocated 50 0,000 TOTAL 24,000,000 2. For the purposes of this Schedule: (a) the term "foreign expenditures" means expenditures for goods produced in, or services supplied from, the territories, and in the currency, of any country other than the Borrower; and 12 (b) the term "total expenditures" means the aggregate of foreign expenditures and of expenditures for goods produced in, or services supplied from, the territories of the Borrower. 3. Notwithstanding the provisions of paragraph I above, no withdrawals shall be made in respect of: (a) expenditures prior to the date of this Agreement with the exception of expenditures incurred by the Borrower after January 1, 1972, for an amount not exceeding $100,000 equivalent; (b) 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. To the extent that the amount represented by the percentage set forth in the third column of the table in paragraph I above in respect of any Category would exceed the amount payable net of all such taxes, such percentage shall be reduced to ensure that no proceeds of the Credit or of the Loan will be withdrawn on account of payments for such taxes; (c) expenditures for the Project Zones of Djerba and Zarzis, in respect of Categories I and II, until all amounts of the KFW Loan shall have been withdrawn or committed by Kreditanstalt; and (d) In addition, except as the Borrower, the Association and the Bank shall otherwise agree, and until all amounts of the Credit shall have been withdrawn or committed, no withdrawals shall be made from the Loan Account except under commitments entered into by the Bank pursuant to Section 5.02 of the General Conditions referred to in Section 1.01 of the Loan Agreement. 4. Notwithstanding the allocation of an amount of the proceeds of the Credit and of the Loan 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 proceeds of the Credit and of the Loan then allocated to such Category and no longer required therefor will be reallocated by the Association and by the Bank or, after all proceeds of the Credit shall have been fully withdrawn or committed, by the Bank, by increasing correspondingly the unallocated amount of the proceeds of the Credit and of the Loan; (b) if the estimate of the expenditures under any Category shall increase, the percentage set forth in the third column of the table in paragraph I above in respect of such expenditures shall be applied to the amount of such increase, 13 and a corresponding amount will be allocated by the Association and by the Bank or, after all proceeds of the Credit shall have been fully withdrawn or committed by the Bank, at the request of the Borrower, to such Category from the unallocated amount of the proceeds of the Credit and of the Loan, subject, however, to the requirements for contingencies, as determined by the Association and by the Bank or, after the amounts of the Credit shall have been fully withdrawn or committed, by the Bank, in respect of any other expenditures; and (c) if the Association or the Bank 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 2.11 of the ONTT Project Agreement, no expenditures for such item shall be financed out of the proceeds of the Credit or the Loan and the Association or the Bank may, without in any way restricting or limiting any other right, power or remedy of the Association or the Bank under Lhe Development Credit Agreement or the Loan Agreement, by notice to the Borrower, cancel such amount of the Credit or the Loan as in the Association's or the Bank's reasonable opinion, represents the amount of such expenditures which would otherwise have been eligible for financing out of the proceeds of the Credit or the Loan. 5. Notwithstanding the percentages set forth in the third column of the table set out in paragraph I above, if the estimate of total expenditures under Category I, II or III shall increase and no proceeds of the Credit and of the Loan are available for reallocation to such Category, the Association and the Bank or, after the amounts of the Credit shall have been fully withdrawn or committed, the Bank, may, by notice to the Borrower, adjust the percentage then applicable to such expenditures in order that further withdrawals under any such Category may continue until all expenditures thereunder shall have been made.