Niger - Telecommunications Project : Credit 0634 - Credit Agreement - Conformed

I-7 CONFORMED COPY CREDIT NUMBER 634 NIR DEVELOPMENT CREDIT AGREEMENT (Telecommunications Project) between REPUBLIC OF NIGER and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated June 11, 1976 DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated June 11, 1976, between REPUBLIC OF NIGER (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 Borrower intends to enter into agreements with the Fonds d'Aide et de Cooperation (FAC) (hereinafter called the FAC Agreements) for the purpose of obtaining annual grants (herein- after called the FAC Grants) to assist in the financing of the construction of the microwave link Dosso-Zinder; (C) The Office des Postes et Telecommunications du Ni er (hereinafter called OPTN) intends to enter into an agreement (hereinafter called the CCCE Agreement) with the Caisse Centrale de Cooperation Economigue (hereinafter called CCCE) for the purpose of obtaining a loan (hereinafter called the CCCE Loan) to assist in the financing of the construction of the microwave link Dosso- Zinder; (D) The Project will be carried out by OPTN with the Borrower's assistance and, as part of such assistance, the Borrower will make available to OPTN the proceeds of the Credit as hereinafter pro- vided; and -2- (E) The Association is willing to make the Credit available upon the terms and conditions set forth hereinafter and in a proj- ect agreement of even date herewith between the Association and OPTN; NOW THEREFORE the parties hereto hereby agree as follows: w -3- ARTICLE I General Conditions; Definitions Section 1.01. The parties to this Agreer-nt accept all the provisions of the General Conditions Applicable to Development Credit Agreements of the Association, dated March 15, 1974, with the same force and effect as if they were fully set forth herein (said General Conditions Applicable to Development Credit Agree- ments of the Association being hereinaftei called the General Conditions). Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the Gen- eral Conditions and in the Preamble to this Agreement have the respective meanings therein set forth and the following additional terms have the following meanings: (a) "OPTN" means the Office des Postes et T9lcommunications du Niger, established by Law No. 70-18 of August 27, 1970, of the Borrower, and operating under Decree No. 71-195/PRN/MPT of Decem- ber 30, 1971, of the Borrower, as such Law and Decree may be amended from time to time; (b) "Project Agreement" means the agreement between the Association and OPTN of even date herewith, as the same may be amended from time to time, and such term includes all schedules to the Project Agreement and all agreements supplemental to the Project Agreement; -4- (c) "Subsidiary Loan Agreement" means the agreement to be entered into between the Borrower and OPTN pursuant to Section 3.01 (b) of this Agreement, as the same may be amended from time to time, and such term includes all schedules to the Subsidiary Loan Agreement; and (d) "OPTN Investment Program" means OPTN's telecommunications investment program for the period 1976-1979, consisting of the Project, the construction of microwave links on the routes Dosso- Zinder, Niamey-Upper Volta and Dosso-Benin, and on-going works to be commissioned during 1976 (including particularly the construction of the microwave link Niamey-Dosso). -5- 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 equiva- lent to five million two hundred thousand dollars ($5,200,000). 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 may be amended from time to time by agreement between the Borrower and the Association, for expenditures made (or, if the Association shall so agree, to be made) in respect of the reasonable cost of goods and services re- quired for the Project and to be financed out of the proceeds of the Credit. Section 2.03. Except as the Association shall otherwise agree, the goods and works for the Project to be financed out of the pro- ceeds of the Credit, shall be 'procured in accordance with the provisions set forth or referred to in Section 2.04 of the Project Agreement. Section 2.04. The Closing Date shall be June 30, 1980 or such later date as the AssociU:tion shall establish. The Association shall promptly notify the Borrower of such later date. -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 January 15 and July 15 in each year. Section 2.07. The Borrower shall repay the principal amount of the Credit in semi-annual installments payable on each Janu- ary 15 and July 15 commencing July 15, 1986 and ending January 15, 2026, each installment to and including the installment payable on January 15, 1996 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 French Republic is hereby specified for the purposes of Section 4.02 of the General Condi- tions. Section 2.09. The Director General of OPTN and his alternate are designated as representatives 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. -7- ARTICLE III Execution of the Project Section 3.01. (a) Without any limitation or restriction upon any of its other obligations under the Development Credit Agree- ment, the Borrower shall cause OPTN 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 OPTN 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 relend the proceeds of the Credit to OPTN under a subsidiary loan agreement to be entered into be- tween the Borrower and OPTN under terms and conditions which shall have been approved by the Association. Except as the Association shall otherwise agree, such subsidiary loan agreement shall provide, inter alia, Ci) that the proceeds of the Credit be so relent to OPTN for a term of twenty years (including four years of grace) at an interest rate of eight and one-half per cent (8-1/2%) per annum; and (ii) that interest on the subsidiary loan during the grace period shall be capitalized and be repaid, thereafter, over sixteen years. (c) The Borrower shall exercise its rights under the Subsid- iary 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. *9 ARTICLE IV Other Covenants Section 4.01. (a) The Borrower shall pay and shall cause its ministries, departments and agencies to pay to OPTN, not later than December 31, 1976, all outstanding dues, charges, and unpaid bal- ances of debts owed to OPTN, as of June 30, 1976, by the Borrower and its ministries, departments and agencies for telecommunications services rendered by OPTN. (b) The Borrower shall pay, and shall cause its ministries, departments and agencies to pay, within two months after the bill- ing date all dues and charges owed to OPTN for telecommunications services rendered by OPTN after June 30, 1976. Section 4.02. The Borrower shall at all times maintain, and ensure the implementation of, arrangements satisfactory to the Association providing for the sharing of the cost of investment (including amortization thereof) and operation of the common fa- cilities of the Niamey-Zinder microwave route between OPTN and other users of said facilities. Section 4.03. Without any limitation upon any of its obliga- tions under Section 3.01 (a) of this Agreement, the Borrower shall not take or permit to be taken any action which would prevent OPTN from performing the obligations set forth in Section 4.08 of the Project Agreement. - 10 - ARTICLE V Remedies of the Association Section 5.01. For the purposes of Section 6.02 of the General Conditions the following additional events are specified pursuant to paragraph (h) thereof: (a) OPTN shall have failed to perform any covenants, agree- ment or obligation of OPTN under the Project Agreement. (b) Law No. 70-18 of August 27, 1970, or Decree No. 71-195/ PRN/MPT of December 30, 1971, of the Borrower shall have been amended, suspended, abrogated, repealed or waived in such a way as to materially and adversely affect the ability of OPTN to carry - out the covenants, agreements and obligations set forth in the Project Agreement. (c) The structure, organization, powers, responsibilities, or financial resources of OPTN shall have been changed so as to ma- terially and adversely affect the ability of OPTN 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 disestablish- ment of OPTN or for the suspension of its operations. (e) (i) Subject to subparagraph (ii) of this paragraph: - 11 - (A) the right of the Borrower or OPTN, as the case may be, to withdraw the proceeds of the FAC Grants or the CCCE Loan made to the Borrower for the financing of the construction of the microwave link Dosso-Zinder shall have been suspended, cancelled or terminated in whole or in part, pursuant to the terms of the FAC Agreements or the CCCE Agreement, as the case may be; or (B) the CCCE Loan shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Borrower or OPTN establishes to the satis- faction of the Association that: (A) such suspension, cancellation, termination or prematuring is not caused by the fail- ure of the Borrower or OPTN, as the case may be, to perform any of their obligations under the FAC Agreements or the CCCE Agreement, res- pectively; and (B) adequate funds for the construction of the microwave link Dosso-Zinder are available to the Borrower or OPTN from other sources on terms and conditions consistent with the ob- ligations of the Borrower under this Agreement and of OPTN under the Project Agreement. - 12 - Section 5.02. For the purposes of Section 7.01 of the General Conditions, the following events are specified pursuant to para- graph (d) thereof: (a) any event specified in paragraph (a) of Section 5.01 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 (i) paragraphs (b), (c) and (d), or (ii) paragraph (e) (i) (B) of Section 5.01 of this Agreement shall occur. - 13 - ARTICLE VI Effective Date; Termination Section 6.01. The following events are specified as additional conditions to the effectiveness of the Development Credit Agreement within the meaning of Section 12.01 (b) of the General Conditions: (a) the execution of the Project Agreement on behalf of OPTN has been duly authorized or ratified by all necessary corporate and governmental action; (b) the execution of the Subsidiary Loan Agreement on behalf O of the Borrover and OPTN, respectively, has been duly authorized or ratified by all necessary corporate and governmental action; and (c) the Borrover and OPTN, respectively, have obtained from FAC and CCCE assurances satisfactory to the Association for the financing of the construction of the microwave link Dosso-Zinder. Section 6.02. The following are specified as additional mat- ters, within the meaning of Section 12.02 (b) of the General Con- ditions, 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 on behalf of, OPTN, and is legally bind- ing upon OPTN in accordance with its terms; and 14 - Is (b) That the Subsidiary Loan Agreement has been duly author- ized or ratified by, and executed on behalf of, the Borrower and OPTN, and is legally binding upon the Borrower and OPTN in accor- dance with its terms. Section 6.03. The date September 9, 1976 is hereby specified for the purposes of Section 12.04 of the General Conditions. Section 6.04. The obligations of the Borrower under Sections 4.01 and 4.02 of this Agreement and the provisions of paragraph (b) (i) of Section 5.02 of this Agreement shall cease and determine on the date on which the Development Credit Agreement shall ter- minate or on a date twenty years after the date of this Agree- ment, whichever shall be the earlier. - 15 - ARTICLE VII Representative of the Borrower; Addresses Section 7.01. The Minister of Planning of the Borrower is des- ignated as representative of the Borrower for the purposes of Sec- tion 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: Minist re du Plan Niamey Republique du Niger Cable address: MINISTERE DU PLAN Niamey 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. - 16 - 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 the District of Columbia, United States of America, as of the day and year first above written. REPUBLIC OF NIGER By /s/ Illa Salifou Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By Is/ Roger Chaufournier Regional Vice President Western Africa -17- SCHEDULE 1 Withdrawal of the Proceeds of the Credit 1. The table below sets forth the Categories of items to be fi- nanced out of the proceeds of the Credit, the allocation of the amounts of the Credit to each Category and the percentage of ex- penditures for items so to be financed in each Category: Amount of the Credit Allocated % of (Expressed in Expenditures Category Dollar Equivalent) to be Financed (1) Automatic tele- 2,270,000 100% of foreign phone exchange expenditures equipment and trunk switching equipment (in- cluding instal- lation thereof) for Part A of the Project (2) Cables, ducts, sub- 810,000 100% of foreign scriber apparatus expenditures and other equip- ment for Part B of the Project (3) VHF/HF radio equip- 660,000 100% of foreign ment (including in- expenditures stallation thereof) for Part C, and ma- terial for overhead lines and carrier equipment for Part D, of the Project - 18 - Amount of the Credit Allocated % of (Expressed in Expenditures Category Dollar Equivalent) to be Financed (4) Equipment, ve- 180,000 100% of foreign hicles and tools expenditures or for Part E of 60% the Project (5) consultants' ser- 260,000 100% of foreign vices expenditures (6) Unallocated 1,020,000 TOTAL 5,200,000 - 19 - 2. For the purposes of this Schedule, the term "foreign expendi- tures" means expenditures in the currency of any country other than the Borrower and for goods or services supplied from the territory of any country other than the Borrower; provided, however, that if the currency of the Borrower is also that of another country f:7om the territory of which goods or services are supplied, expenditures in such currency for such goods or services shall be deemed to be "foreign expenditures". 3. The disbursement percentages have been calculated in compliance with the policy of the Association that no proceeds of the Credit shall be disbursed on account of payments for taxes levied by, or in the territory of, the Borrower on goods or services, or on the im- portation, manufacture, procurement or supply thereof; to that end, if the amount of any such taxes levied on or in respect of any item to be financed out of the proceeds of the Credit decreases or in- creases, the Association may, by notice to the Borrower, increase or decrease the disbursement percentage then applicable to such item as required to be consistent with the aforementioned policy of the Asso- ciation. 4. Notwithstanding the allocation of an amount of the Credit or the disbursement percentages set forth in the table in paragraph 1 above, if the Association has reasonably estimated that the amount of the Credit then allocated to any Category will be insufficient to finance the agreed percentage of all expenditures in that Cate- gory, the Association may, by notice to the Borrower: (i) real- locate to such Category, to the extent required to meet the es- timated shortfall, proceeds of the Credit which are then allocated to another Category and which in the opinion of the Association - 20 - are not needed to meet other expenditures, and (ii) if such real- location cannot fully meet the estimated shortfall, reduce the disbursement percentage then applicable to such expenditures in order that further withdrawals under such Category may continue until all expenditures thereunder shall have been made. 5. If the Association shall have reasonably determined that the procurement of any item in any Category is inconsistent with the procedures set forth or referred to in this Agreement, no expendi- tures 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. 6. Notwithstanding the provisions of paragraph 1 above, no with- drawals shall be made in respect of payments made for expenditures prior to the date of this Agreement. - 21 - SCHEDULE 2 Description of the Project The Project is part of OPTN's 1976-1979 telecommunications expansion program and consists of the following Parts: Part A: (i) Installation of about 1,400 lines of local automatic switching equipment together with associated long- distance switching equipment in Dosso, Tahoua and Zinder. (ii) Expansion of existing telephone exchanges in Niamey and Maradi by about 2,400 lines of local switching equipment together with associated long-distance switching equipment, and signalling system conversion of said existing exchanges. Part B: Expansion of local telephone distribution networks, particularly in Niamey, Agadez, Dosso, Maradi, Tahoua and Zinder. Part C: Installation of VHF radio links on the routes Maradi- Dakoro, Ouallam-Banibangou and Zinder-Tanout, and in- - 22 - stallation of an HF radio link on the route Niamey- Agadez-Arlit. Part D: (i) Construction of an overhead telephone line between Tgra and the Upper Volta border to establish a telephone link with Dori, Upper Volta. (ii) Expansion of capacity of overhead telephone lines through installation of carrier equipment on the routes Zinder-Maine, Niamey-Loga, and Tahoua-Keita. Part E: Provision of equipment, vehicles and tools for OPTN's operations. Part F: Review and reorganization of OPTN's accounting system, billing procedures, planning activities, tariff system and staffing. * * e The Project is expected to be completed by December 31, 1979.