Ivory Coast - Cimao Regional Clinker Project : Loan 1297 - Loan Agreement - Conformed

CONFORMED COPY LOAN NUMBER 1297 IVC LOAN AGREEMENT (CIMAO Regional Clinker Project) between REPUBLIC OF THE IVORY COAST and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated June 28, 1976 LOAN AGREEMENT AGREEMENT, dated June 28, 1976, between REPUBLIC OF THE IVORY COAST (hereinafter called the Borrower) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank). WHEREAS (A) By a loan agreement of even date herewith between the Bank and Ciments de l'Afrique de l'Ouest (CIMAO) (hereinafter called CIMAO) (such loan agreement hereinafter called the CIMAO Loan Agreement), the Bank has agreed to make a loan to CIMAO in various currencies equivalent to forty-nine million five hundred thousand dollars ($49,500,000) (hereinafter called the CIMAO Loan) to assist CIMAO in the financing of the Project described in Sched- ule 2 to the CIMAO Loan Agreement; (B) The CIMAO Loan will be guaranteed by the Borrower, the Republic of Togo (hereinafter called Togo) and the Republic of Ghana (hereinafter called Ghana) upon terms and conditions set forth in a Guarantee Agreement of even date herewith between the Borrower and the Bank, a Guarantee Agreement of even date herewith between Togo and the Bank and a Guarantee Agreement of even date herewith between Ghana and the Bank; (C) Each of the Borrower, Togo and Ghana has requested the Bank to provide additional assistance towards the financing of the Project by assisting it in financing its subscription of addi- tional shares to be issued by CIMAO, and the Bank is agreeing to -2- provide surh additional assistance (1) by making the Loan herein- after provided, (2) by making a loan in an aggregate principal amount equivalent to three million five hundred thousand dollars ($3,500,000) to Togo (hereinafter called the Togo Loan) as provided by a loan agreement of even date herewith between Togo and the Bank (hereinafter called the Togo Loan Agreement), and (3) by making a loan in an aggregate principal amount equivalent to three million five hundred thousand dollars ($3,500,000) to Ghana (hereinafter called the Ghana Loan) as provided by a loan agreement of even date herewith between Ghana and the Bank (hereinafter called the Ghana Loan Agreement); (D) The Borrower, Togo, Ghana, the Bank and CIMAO intend that, to the extent practicable, the proceeds of the Loan, the pro- ceeds of the Togo Loan and the proceeds of the Ghana Loan be dis- bursed on account of expenditures on the Project (1) pro rata on the basis of a 1:1:1 ratio and (2) before disbursements of the CIMAO Loan are made; NOW THEREFORE the parties hereto hereby agree as follows: -3- 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 Guar- antee Agreements of the Bank, dated March 15, 1974, with the same force and effect as if they were fully set forth herein (said General Conditions Applicable to Loan and Guarantee Agreements of the Bank 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, in the Preamble to this Agreement and in the CIMAO Loan Agreement (including the Preamble thereto) have the respective meanings therein set forth. -4- 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 re- ferred to, an amount in various currencies equivalent to three million five hundred thousand dollars ($3,500,000). Section 2.02. The amount of the Loan may be withdrawn from the Loan Account in accordance with the provisions of Schedule 1 to the CIMAO Loan Agreement, as such Schedule may be amended from time to time by agreement between the Bank and CIMAO, for expendi- tures made (or, if the Bank shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Project and to be financed out of the proceeds of the Loan. Section 2.03. Except as the Bank shall otherwise agree, contracts for the purchase of goods or for civil works to be fi- nanced out of the proceeds of the Loan, shall be procured in accor- dance with the provisions of Schedule 5 to the CIMAO Loan Agreement. Section 2.04. The Closing Date shall be December 31, 1980 or such later date as the Bank shall establish. The Bank shall promptly notify the Borrowers 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. -5- Section 2.06. The Borrower shall pay interest at the rate of eight and eighty-five hundredths per cent (8.85%) 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 February 15 and August 15 in each year. Section 2.08. The Borrower shall repay the principal amount of the Loan in accordance with the amortization schedule set forth in Schedule 1 to this Agreement. -6- ARTICLE III Execution of the Project Section 3.01. (a) Without any limitation or restriction upon any of its other obligations under the Loan Agreement, the Bor- rower shall exercise its rights and powers as signatory to the Treaty and as shareholder of CIMA0 and every other right, power or remedy available to it to cause CIMAO to perform in accordance with the provisions of the CIMAO 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 CIMAO to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. (b) The Borrower shall make the proceeds of the Loan avail- able to CIMAO under arrangements satisfactory to the Bank pro- viding for the use of such proceeds to finance part of the Bor- rower's subscription of CIMAO's share capital. Such arrangements shall without limitation provide for CIMAO (i) to use such pro- ceeds for the purposes, and in the manner, provided for the use of the CIMAO Loan in the CIMA0 Loan Agreement, and (ii) to credit the equivalent in CFA Francs of any disbursement from the Loan Account against the Borrower's obligations to meet CIMAO's calls upon the Borrower to pay in the Borrower's subscriptions of CIMAO's share capital or any part thereof. ARTICLE IV Other Covenants Section 4.01. (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, special 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 for- eign 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 Borrower, in Creating or per- mitting 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 adminis- trative subdivisions, the Borrower 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 satis- factory 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; -8- and (ii) any lien arising in the ordinary course of banking trans- actions 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 Borrower, of any political or administrative subdi- vision thereof and of any entity owned or controlled by, or oper- ating for the account or benefit of, the Borrower or any such sub- division, including gold and other foreign exchange assets held by any institution performing the functions of a central bank or exchange stabilization fund, or similar functions, for the Bor- rower; provided, however, that for the purposes of this Section, the term "entity" shall not apply to Ivory Coast State Companies which are organized as business corporations in accordance with laws and regulations applicable to private companies and whose activities are not reflected in the Borrower's budget, except that the provisions of this Section shall apply to any such entity to the extent that it shall hold gold and other foreign exchange assets on behalf of the Borrower. -9- ARTICLE V Remedies of the Bank Section 5.01. For the purposes of Section 6.02 of the General Conditions, the following additional event is specified pursuant to paragraph (k) thereof: The right of CIMAO to withdraw the proceeds of the CIMAO Loan shall have been suspended, cancelled or terminated pursuant to the terms of the CIMAO Loan Agreement, or the CIMAO Loan shall have become due and payable prior to the agreed maturity thereof. Section 5.02. For the purposes of Section 7.01 of the General Conditions, the following additional event is specified pursuant to paragraph (h) thereof: The CIMAO Loan shall have become due and payable prior to the agreed maturity thereof. - 10 - ARTICLE VI Effective Date; Termination Section 6.01. The following event is specified as an addi- tional condition to the effectiveness of the Loan Agreement within the meaning of Section 12.01 (c) of the General Conditions, namely, that all conditions precedent to the effectiveness of the CIMAO Loan Agreement shall have been fulfilled. Section 6.02. The date December 31, 1976, is hereby specified for the purposes of Section 12.04 of the General Conditions. ) - 11 - ARTICLE VII Representative of the Borrower; Addresses Section 7.01. The Ministre de 1'Economie et des Finances of the Borrower is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions. Section 7.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Borrower: Minist4re de 1'Economie et des Finances B.P. 1766 Abidjan, Ivory Coast Cable address: Telex: MINIFIN MINIFIN 747 Abidjan Abidjan 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 6145 (WUI) - 12 - IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agree- ment to be signed in their respective names in Lomg, Republic of Togo, as of the day and year first above written. REPUBLIC OF THE IVORY COAST By /s/ Paul Gui Dibo Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s/ R. Chaufournier Regional Vice President Western Africa - 13 - SCHEDULE 1 Amortization Schedule Payment of Principal Date Payment Due (expressed in dollars)* August 15, 1981 110,000 February 15, 1982 115,000 August 15, 1982 125,000 February 15, 1983 130,000 August 15, 1983 130,000 February 15, 1984 140,000 August 15, 1984 145,000 February 15, 1985 155,000 August 15, 1985 155,000 February 15, 1986 170,000 August 15, 1986 170,000 February 15, 1987 180,000 August 15, 1987 190,000 February 15, 1988 200,000 August 15, 1988 205,000 February 15, 1989 215,000 August 15, 1989 225,000 February 15, 1990 235,000 August 15, 1990 245,000 February 15, 1991 260,000 * 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 equiva- lents determined as for purposes of withdrawal. - 14- Premiums on Prepayment The following percentages are specified as the premiums pay- able 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: Time of Prepayment Premium Not more than three years 1.75% before maturity More than three years but not 3.55% more than six years before maturity - More than six years but not 6.50% more than eleven years before maturity More than eleven years but not 7.65% more than thirteen years before maturity More than thirteen years 8.85% before maturity