Upper Volta - Second Telecommunications Project : Credit 0431 - Credit Agreement - Conformed

CONFORMED COPY CREDIT NUMBER 431 UV Development Credit Agreement (Second Telecommunications Project) BETWEEN REPUBLIC OF UPPER VOLTA AND INTERNATIONAL DEVELOPMENT ASSOCIATION DATED SEPTEMBER 28, 1973 CONFORMED COPY CREDIT NUMBER 431 UV Development Credit Agreement (Second Telecommunications Project) BETWEEN REPUBLIC OF UPPER VOLTA AND INTERNATIONAL DEVELOPMENT ASSOCIATION DATED SEPTEMBER 28, 1973 DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated September 28, 1973, between the REPUBLIC OF UPPER VOLTA (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 foreign exchange cost of the Project described in Schedule 2 to this Agreement by extending the Credit as hereinafter provided; (B) The Project will be carried out by the Office des Postes et T9lecommunications de Haute Volta with the Borrower's assistance and, as part of such assistance, the Borrower will make available to said Office the proceeds of the Credit as hereinafter provided; (C) By a development credit agreement No. 141 UV dated February 18, 1969 (hereinafter called the First Development Credit Agreement) between the Borrower and the Association, the Association granted to the Borrower a credit (hereinafter called the First Credit) in various currencies equivalent to eight hundred thousand dollars ($800,000) to assist in financing of a telecommunications project; (D) The Office and the Association have entered into a project agreement dated February 18, 1969 (hereinafter called the First Project Agreement) for the purpose of the First Development Credit Agreement; and (E) The Association is willing to make the Credit available upon the terms and conditions set forth hereinafter and in a project agreement of even date herewith between the Association and said Office; 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 4 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 Project Agreement" after the words "the Development Credit Agreement" (d) Section 8.02 is amended by inserting the words ", the Project Agreement" after the words "the Development Credit Agreement"; (e) Section 6.02 (h) is amended by inserting the words ", or in the First Development Credit Agreement" after the words "the Development Credit Agreement"; (f) Section 7.01(c) is amended by inserting the words "or under the First Development Credit Agreement" after the words "the Development Credit Agreement"; (g) The following sub-paragraph is added to Section 2.01: "13. The term 'Project Agreement' shall have the meaning set forth in the Development Credit Agreement."; and (h) The following sub-paragraph is adIed to Section 2.01: "14. The term "First Development Credit Agreement" shall have the meaning set forth in the Development Credit Agreement. Section 1.02. Wherever used in this 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) "Office" means the Office des Postes et Telcommunications de Haute Volta of the Borrower established under the laws of the Borrower pursuant to Ordonnance No. 68-23/PRES/INFO/PT of June 10, 1968 as the same may be amended from time to time; 5 (b) "Project Agreement" means the agreement between the Association and the Office of even date herewith, as the same may be amended from time to time; and (c) "Subsidiary Loan Agreement" means the agreement entered into between the Borrower and the Office pursuant to Section 3.01(c) of this Agreement, as the same may be amended from time to time. Section 1.03. Whenever reference is made in this Agreement and the Project Agreement to any of the documents herein defined and to the First Development Credit Agreement or to the First Project Agreement such reference includes all schedules to any such document and any amendment or any agreement supplemental thereto. 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 four million and five hundred thousand dollars ($4,500,000). Section 2.02. The amount of the Credit may be withdrawn from the Credit Account in accordance with the provisions of Schedule 1 to 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 requ;r(,j for the i roject 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 2.05 of the Project Agreement. Section 2.04. The Closing Date shall be June 30, 1978 or such date as shall be agreed between the Borrower and the Association. 6 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 April 15 and October 15 in each year. Section 2.07. The Borrower shall repay the principal amount of the Credit in semi-annual installments payable on each April 15 and October 15 commencing October 15, 1983 and ending April 15, 2023, each installment to and including the installment payable on April 15, 1993 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 Conditions. Section 2.09. The Office 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 Ill Execution of the Project Section 3.01. (a) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause the Office to perform in accordance with the provisions of the Project Agreement and the Subsidiary Loan Agreement all the obligations therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable the Office to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. (b) Without limiting or restricting the Borrower's obligations under paragraph (a) of this Section, the Borrower specifically undertakes to take all necessary action (including if need be, administrative or legislative action) to enable the Office (i) to establish and thereafter maintain telecommunications tariffs at such levels as may be necessary for the Office to fulfill the requirements of Section 4.05 of the Project Agreement and (ii) to institute -new budgeting procedures as provided in Section 4.04 of the Project Agreement. I 7 (c) The Borrower shall relend the proceeds of the Credit to the Office under a subsidiary loan agreement to be entered into between the Borrower and the Office under terms and conditions which shall have been approved by the Association. (d) The Borrower shall exercise its rights under the Subsidiary Loan 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 Subsidiary Loan Agreement or any provision thereof. Section 3.02. (a) The Borrower shall take all measures, and provide, promptly as needed, all funds, necessary to ensure that the postal operations of the Office shall be carried out efficiently and that the resources, property or assets necessary to the efficient operation of the Office's telecommunications facilities shall in no way be utilized to support or finance any part of such postal operations. (b) The Borrower shall promptly pay to the Office, on a current basis, all charges incurred by the Borrower in respect of telecommunications services billed to the Borrower by the Office; such charges shall be computed on the basis of the telecommunications tariffs in effect at the tine such services were furnished. ARTICLE IV Consultation, Information and Inspection Section 4.01. The Borrower and the Association shall cooperate fully to assure that the purposes of the Credit will be accomplished. To that end, the Borrower and the Association shall from time to time, at the request of either party: (a) exchange views through their representatives with regard to the performance of their respective obligations under the Development Credit Agreement, the performance by the Office of its obligations under the Project Agreement, the administration, operations and financial condition, resources and expenditures of the Office and, in respect of the Project, of the departments or agencies of the Borrower responsible for carrying out any part of the Project, and other matters relating to the purposes of the Credit; and (b) furnish to the other all such information as it shall reasonably request with regard to the general status of the Credit. On the part of the Borrower, such information shall include information with respect to financial and economic 8 conditions in the territories of the Borrower, including its balance of payments, and the external uebt of the Borrower, of any of its political subdivisions and of any agency of the Borrower or of any such political subdivision. Section 4.02. (a) The Borrower shall furnish or cause to be furnished to the Association all such information as the Association shall reasonably request concerning the administration, operations and financial condition, resources and expenditures of the Office and, in respect of the Project, of the departments or agencies of the Borrower responsible for carrying out any part of the Project. (b) The Borrower and the Association shall promptly inform each other of any condition which interferes with, or threatens to interfere with, the accomplishment of the purposes of the Credit, the maintenance of the service thereof, the performance by either of them of its obligations under the Development Credit Agreement or the performance by the Office of its obligations under the Project Agreement and the Subsidiary Loan Agreement. Section 4.03. The Borrower shall afford all reasonable opportunity for accredited representatives of the Association to visit any part of the territories of the Borrower for purposes related to the Credit. ARTICLE V Taxes and Restrictions Section 5.01. 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 5.02. 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. Section 5.03. 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 VI Remedies of the Association Section 6.01. If any event specified in Section 7.01 of the General Conditions or in Section 6.03 of this Agreement shall occur and shall continue for the period, 9 if any, therein set forth, then at any subsequent time during the continuance th,reof, 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 6.02. For the purposes of Section 6.02 .of the General Conditions, the following additional events are specified: (a) The Office shall have failed to perform any covenant, agreement or obligation of the Office under the Project Agreement or under the First Project Agreement. (b) An extraordinary situation shall have arisen which shall make it improbable that the Office will be able to perform its obligations under the Project Agreement. (c) Ordonnance No. 68-23/PRES/INFO/PT of June 10, 1968 or any legislation passed for the purpose of implementing said Ordonnance shall have been amended, suspended, abrogated, repealed or waived in such a way as to materially and adversely affect the ability of the Office to carry out the covenants, agreements and obligations set forth in the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of the Office or for the suspension of its operations. (e) Any loan to the Office having an original maturity of one year or more shall have become due and payable prior to its agreed maturity pursuant to the terms thereof. Section 6.03. For the purposes of Section 7.01 of the General Conditions, the following additional events are specified: (a) the event specified in paragraph (a) of Section 6.02 of this Agreement shall occur and shall continue for a period of 60 days after notice thereof shall have been given by the Association to the Borrower; and (b) any event specified in paragraphs (c), (d) and (e) of Section 6.02 of this Agreement shall occur. 10 ARTICLE VII Effective Date; Termination Section 7.01. The following events are specified as additional conditions to the effectiveness of the Development Credit Agreement within the meaning of Section 10.01(b) of the General Conditions: (a) The execution and delivery of the Project Agreement on behalf of the Office have been duly authorized or ratified by all necessary corporate and governmetal action. (b) The execution and delivery of the Subsidiary Loan Agreement on behalf of the Borrower and the Office, respectively, have been duly authorized or ratified by all necessary corporate and governmental action. (c) The Office has certified in writing to the Association that, as of a date to be agreed upon between the Association and the Office (which shall be prior to the Effective Date) that there has been no material adverse change in its condition since the date of this Agreement. Section 7.02. The following are specified as additional matters, within the meaning of Section 10.02(b) of the General Conditions, to be included in the opinion or opinions to be furnished to the Association: (a) That the Project Agreement has been duly authorized or ratified by, and executed and delivered on behalf of the Office, and constitutes a valid and binding obligation of the Office in accordance with its terms. (b) That the Subsidiary Loan Agreement has been duly authorized or ratified by, and executed and delivered on behalf of the Borrower and the Office, respectively, and constitutes a valid and binding obligation of the Borrower and the Office in accordance with its terms. Section 7.03. The date December 27, 1973 is hereby specified for the purposes of Section 10.04 of the General Conditions. Section 7.04. The obligations of the Borrower under Sections 3.01 and 3.02 of this Agreement and the provisions of paragraphs (a), (b), (c), (d) and (e) of Sect:on 6.02 of this Agreement and those of paragraphs (a) and (b) of Section 6.03 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. 11 ARTICLE VIII Amendments to the First Development Credit Agreement Section 8.01. For the purposes of the First Development Credit Agreement: (a) Paragraph (b) of Section 5.02 of the Development Regulations No. 1 of the Association dated June 1, 1961 as amended February 9, 1967 applicable thereto is hereby amended to read as follows: "(b) A default shall have occurred in the performance of any other covenant or agreement on the part of the Borrower under the Development Credit Agreement, or under the Development Credit Agreement dated September 28, 1973, between the Borrower and the Association.' (b) Section 5.01 of the First Development Credit Agreement is hereby amended to read as follows: "Section 5.01. (i) If any event specified in paragraph (a) or paragraph (c) of Section 5.02 of the Credit Regulations or in paragraph (b), paragraph (c) or paragraph (d) of Section 5.02 of the Development Credit Agreement shall occur and shall continue for a period of thirty days, or (ii) if any event specified in paragraph (b) of Section 5.02 of the Credit Regulations or in paragraph (a) of Section 5.02 of the Developm'nt Credit Agreement shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Association to the Borrower, then, at any subsequent time during the continuance thereof, the Association, at its option, may declare the principal of the Credit then outstanding to be due and payable immediately, and upon any such declaration such principal shall become due and payable immediately, anything in the Development Credit Agreement to the contrary notwithstanding." (c) Paragraph (a) of Section 5.02 of the First Development Credit Agreement is hereby amended to read as follows: "(a) The Office shall have failed to perform any covenant or agreement under the Project Agreement, or under the Project Agreement dated September 28, 1973 between the Office and the Association." (d) Section 5.02 of the First Development Credit Agreement is hereby amended by adding after paragraph (c) thereof a paragraph (d) which is to read as follows: 12 "(d) Any loan to the Office having an original maturity of one year or more shall have become due and payable prior to its agreed maturity pursuant to the terms thereof." ARTICLE IX Representative of the Borrower; Addresses Section 9.01. The Minister of the Borrower responsible for finance is designated as representative of the Borrower for the purposes of Section 9.03 of the General Conditions. Section 9.02. The following addresses are specified for the purposes of Section 9.01 of the General Conditions: For the Borrower: Minist6re des Finances Ouagadougou Upper Volta Cable address: MINIFINANCE Ouagadougou 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 13 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 UPPER VOLTA By /s / T6lesphore Yaguibou Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By /s / Wilfried Thalwitz Director, Regional Projects Department Western Africa Regional Office 14 SCHEDULE 1 Withdrawal of the Proceeds of the Credit 1. The table below sets forth the Categories of items to be financed out of the proceeds of the Credit, the allocation of amounts of the Credit to each Category and the percentage of eligible expenditures so to be financed in each Category: Amount of the Credit Allocated % of (Expressed in Expenditures Category Dollar Equivalent) to be Financed I. Equipment and 1,480,000 100% of foreign installation expenditures costs for Part A of the Project II. Equipment and 780,000 100% of foreign installation expenditures costs for Part B of the Project III. Equipment and 1,280,000 100% of foreign installation expenditures costs for Parts C and D of the Project IV. Equipment and 220,000 100% of foreign installation expenditures costs for Part F of the Project V. Consultants' and 110,000 100% of foreign Specialists' expenditures Services included in Parts G and H of the Project VI. Training costs 40,000 100% of foreign included in expenditures Part I of the Proiect VII. Unallocated 590,000 TOTAL 4,500,000 15 2. For the purposes of this Schedule 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; provided, however, that if the currency of the Borrower is also that of another country in the territories of which goods are produced or from the territories of which services are supplied, expenditures in such currency for such goods or services- shall be deemed to be "foreign expenditures" 3. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of: (a) expenditures prior to the date of this Agreement; and (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 such as, but without limiting the application of the foregoing, "droit fiscal", "taxe de statistique", "taxe forfaitaire", or any other such taxes or duties as are applicable or which may be subsequently established in the territories of the Borrower. 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 will be withdrawn on account of payments for such taxes. 4. Notwithstanding the allocation of an amount of the Credit set forth in the second column of the table in paragraph 1 above: (a) if the estimate of the expenditures under any Category shall decrease, the amount of the Credit then allocated to such Category and no longer required therefor will be reallocated by the Association by increasing correspondingly the unallocated amount of the Credit; and (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, and a corresponding amount will be allocated by the Association, at the request of the Borrower, to such Category from the unallocated amount of the Credit, subject, however, to the requirements for contingencies, as determined by the Association, in respect of any other expenditures; and (c) if the Association shall have reasonably determined that the procurement of any item in any Category is inconsistent with the procedures set 16 forth or referred to in Section 2.05 of the Project Agreement, no expenditures for such item shall be financed out of the proceeds of the Credit and the Association may, without in any way restricting or limiting any other right, power or remedy of the Association under the Development Credit Agreement, by notice to the Borrower, cancel such amount of the Credit as in the Association's reasonable opinion, represents the amount of such expenditures which would otherwise have been eligible for financing out of the proceeds of the Credit. 17 SCHEDULE 2 Description of the Project The Project is part of the Office's 1974-1977 telecommunications expansion program. The parts of the Project are: Part A Automatic switching equipment for about 4,800 exchange lines, about 4,000 of which will be in Ouagadougou and about 800 in the provincial towns of Banfora, Fada N'Gourma, Koudougou and Ouahigouya; local distribution networks and subscriber's apparatus in the above named towns and Bobo-Dioulasso; Part B Microwave links between Ouagadougou and Koudougou and between Bobo-Dioulasso and Banfora; Part C Trunk switching equipment in Ouagadougou, Banfora, Ouahigouya, Fada N'Gourma and Koudougou; Part D Reconstruction of about 600 km of existing interurban overhead lines, the construction of about 600 km of new overhead lines between regional centers and rural communities; and installation of new carrier equipment; Part E New buildings in Ouagadougou, Banfora and Fada N'Gourma; Part F Power plant in the Ouagadougou exchange, and miscellaneous technical equipment, vehicles and materials; Part G Consultants' services to cover the detailed engineering and construction supervision of the Project; Part H Studies of tariffs and of budgetting and related financial procedures; Part I Training abroad of telecommunications technical and administrative personnel. The Project is expected to be completed by December 31, 1977.