Honduras - Third Port Project : Loan 1395 - Loan Agreement - Conformed

CONFORMED COPY LOAN NUMBER 1395 1-HO Loan Agreement (Third Port Project) between REPUBLIC OF HONDURAS and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated April 22, 1977 LOAN AGREEMENT AGREEMENT, dated April 22, 1977, between REPUBLIC OF HONDURAS (hereinafter called the Borrower) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank). WHEREAS (A) by a loan agreement (hereinafter called the First Loan Agreement) of even date herewith between the Bank and Empresa Nacional Portuaria (hereinafter called ENP), the Bank has agreed to assist in the financing of the Project described in Schedule 2 to the First Loan Agreement (hereinafter called the Project) by making a loan (hereinafter called the First Loan) in an amount in various currencies equivalent to seven million dollars ($7,000,000); (B) by the Development Credit Agreement of even date herewith between Republic of Honduras and the International Development Association (hereinafter called the Development Credit Agreement), the Association has agreed to lend to the Republic of Honduras a credit (hereinafter called the Credit) in an amount in various currencies equivalent to five million dollars ($5,000,000) to assist in the financing of the Project on the terms and conditions set forth in the Development Credit Agreement; - 2 - (C) the Borrower has also requested the Bank to provide additional financial assistance towards the financing of the foreign exchange cost of the Project by making the present loan (hereinafter called the Loan) as hereinafter provided; (D) the Bank has determined that the Borrower is eligible to receive this Loan as an intermediate term loan, as that term is defined in Resolution No. 75-111 of the Executive Directors of the Bank establishing an Interest Subsidy Fund for the Third Window (hereinafter called the Fund) and upon the terms and conditions set forth in such Resolution; (E) the Administrator of the Fund (hereinafter called the Administrator), subject to the terms and conditions set forth in the Resolution referred to in (D) above, is obligated to pay to the Bank semi-annually from the resources of the Fund an amount equal to four per cent (4%) per annum of the outstanding amounts of principal on intermediate term loans, of which this Loan is one; (F) the Borrower and the Bank intend that the proceeds of the Credit be disbursed on account of expenditures on the Project before disbursements of the proceeds of the Loan provided for in this Agreement are made; - 3 - (G) the Borrower and the Bank intend that the proceeds of the First Loan and of this Loan be disbursed pro rata on the basis of a 7:5 ratio; (H) the Project will be carried out by ENP with the Borrower's assistance and, as part of such assistance, the Borrower will make available to ENP the proceeds of the Loan as hereinafter provided; and WHEREAS the Bank has agreed, on the basis inter alia of the foregoing, to make the Loan to the Borrower upon the terms and conditions hereinafter set forth; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE 1 General Conditions; Definitions Section 1.01. The parties to this Agreement accept all the provisions of the General Conditions Applicable to Loan and Guarantee 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 and in the Preamble to this Agreement have the respective meanings therein set forth and the term "Subsidiary Loan Agreement" means the agreement to be entered into between the Borrower and ENP pursuant to Section 3.01 (b) of this Agreement, as the same may be amended from time to time. -5- 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 referred to, an amount in various currencies equivalent to five million dollars ($5,000,000). 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 First Loan Agreement, as such Schedule may be amended from time to time by agreement between the Borrower, the Bank and ENP, for expenditures 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 financed out of the proceeds of the Loan, shall be procured in accordance with the provisions of Schedule 4 to the First Loan Agreement. Section 2.04. The Closing Date shall be December 31, 1980 or such later date as the Bank shall otherwise establish. The Bank shall promptly notify the Borrower of such later date. - 6 - 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. Section 2.06. The Borrower shall pay interest at the rate of four and one-half per cent (4.50%) per annum on the principal amount of the Loan withdrawn and outstanding from time to time; provided, however, that if the Administrator shall at any time determine that the resources of the Fund shall not be sufficient to pay to the Bank at the next succeeding semi-annual interest payment date of the Loan the amount scheduled to be paid by the Administrator at that interest payment date as specified in paragraph (C) of the Preamble to this Agreement, the Borrower shall, upon notification by the Administrator of such determination and the amount of the resulting shortfall, pay additional interest on such principal amount of the Loan equal to such shortfall. Section 2.07. Interest and other charges shall be payable semi-annually on January 15 and July 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. -7- Section 2.09. ENP 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. - 8 - ARTICLE III Execution of the Project Section 3.01. (a) Without any limitation or restriction upon any of its other obligations under this Agreement, the Borrower shall cause ENP to perform in accordance with the provisions of the First Loan 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 ENP 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 Loan to ENP under a subsidiary loan agreement to be entered into between the Borrower and ENP under terms and conditions which shall have been approved by the Bank and which shall include repayment within 20 years, including a 4-1/2-year grace period, and an interest rate of 8.50% per annum. (c) The Borrower shall exercise its rights under the Subsidiary Loan Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan, and except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. 9 ARTICLE IV Other Covenants Section 4.01. The Borrower and the Bank accept all the provisions of Article III of the Guarantee Agreement (Third Port Project) between them, of even date herewith, with the same force and effect as if they were fully set forth herein. - 10 - ARTICLE V Remedies of the Bank Section 5.01. The events specified in Sections 6.01 and 6.02 of the First Loan Agreement are specified as additional events for purposes of Sections 6.02 and 7.01 of the General Conditions, respectively; provided, however, that the references made in the First Loan Agreement to the Borrower and the Guarantor will, in this Agreement, be deemed to be references to ENP and the Borrower, respectively. - 11 - ARTICLE VI Effective Date; Termination Section 6.01. The following events are specified as additional conditions to the effectiveness of the Loan Agreement within the meaning of Section 12.01 (c) of the General Conditions: (a) that all conditions precedent to the effectiveness of the Development Credit Agreement and of the First Loan Agreement have been fulfilled; and (b) the execution of the Subsidiary Loan Agreement on behalf of the Borrower and ENP has been duly authorized or ratified by all necessary corporate and governmental action. Section 6.02. The following is specified as an additional matter, within the meaning of Section 12.02 (c) of the General Conditions, to be included in the opinion or opinions to be furnished to the Bank, namely, that the Subsidiary --oan Agreement has been duly authorized or ratified by the Borrower and ENP and is legally binding upon the Borrower and ENP in accordance with its terms. Section 6.03. The date July 21, 1977, is hereby specified for the purposes of Section 12.04 of the General Conditions. - 12 - ARTICLE VII Representative of the Borrower; Addresses Section 7.01. The Ministro de Hacienda y Cr6dito Piblico 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: Ministerio de Hacienda y Cr6dito Pfiblico Tegucigalpa Honduras Cable address: MINHACIENDA Tegucigalpa For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: INTBAFRAD Washington, D.C. - 13 - IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agreement 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 HONDURAS By Is/ Porfirio Zavala Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s/ E. Lerdau Acting Regional Vice President Latin America and the Caribbean - 14 - SCHEDULE Amortization Schedule Payment of Principal Date Payment Due (expressed in dollars) January 15, 1983 90,000.00 July 15, 1983 90,000.00 January 15, 1984 90,000.00 July 15, 1984 95,000.00 January 15, 1985 95,000.00 July 15, 1985 100,000.00 January 15, 1986 100,000.00 July 15, 1986 105,000.00 January 15, 1987 105,000.00 July 15, 1987 110,000.00 January 15, 1988 110,000.00 July 15, 1988 115,000.00 January 15, 1989 115,000.00 July 15, 1989 120,000.00 January 15, 1990 120,000.00 July 15, 1990 125,000.00 January 15, 1991 125,000.00 July 15, 1991 130,000.00 January 15, 1992 130,000.00 July 15, 1992 135,000.00 January 15, 1993 140,000.00 July 15, 1993 140,000.00 January 15, 1994 145,000.00 July 15, 1994 145,000.00 January 15, 1995 150,000.00 July 15, 1995 155,000.00 January 15, 1996 155,000.00 July 15, 1996 160,000.00 January 15, 1997 165,000.00 July 15, 1997 170,000.00 January 15, 1998 170,000.00 July 15, 1998 175,000.00 January 15, 1999 180,000.00 July 15, 1999 185,000.00 January 15, 2000 190,000.00 July 15, 2000 190,000.00 January 15, 2001 180,000.00 - 15 - Premiums on Prepayment The following percentages are specified as the premiums payable 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 before maturity 1.05% More than three years but not more than six years before maturity 2.15% More than six years but not more than eleven years before maturity 3.90% More than eleven years but not more than sixteen years before maturity 5.65% More than sixteen years but not more than twenty years before maturity 7.10% More than twenty years but not more than twenty-two years before maturity 7.80% More than twenty-two years before maturity 8.50%