Cameroon - Second Socapalm Project : Loan 1391 - Loan Agreement - Conformed

CONFORMED COPY LOAN NUMBER 1391 T-CM Loan Agreement (Second SOCAPALM Project) between UNITED REPUBLIC OF CAMEROON and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated August 25, 1977 LOAN AGREEMENT AGREEMENT, dated August 25, 1977, between UNITED REPUBLIC OF CAMEROON (hereinafter called the Borrower) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank). WHEREAS (A) by an agreement (hereinafter called the First Loan Agreement) of even date herewith between the Borrower and the Bank, the Bank is agreeing to assist in the financing of the Project described in Schedule 2 to the said First Loan Agreement by making a loan (hereinafter called the First Loan) in an amount in various currencies equivalent to eighteen million dollars ($18,000,000); (B) 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; (C) the Bank has determined that the Borrower is eligible to receive the 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; -2- (D) the Administrator of the Fund (hereinafter called the Administrator), subject to the terms and conditions set forth in the Resolution referred to in (C) 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 the Loan is one; (E) 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 18:7 ratio; (F) Parts A and B of the Project will be carried out by the Socift6 Camerounaise de Palmeraies (hereinafter called SOCAPALM), and Part C of the Project will be carried out jointly by SOCAPALM and the Fonds National de D6veloppement Rural (hereinafter called FONADER), all with the Borrower's assistance and, as part of such assistance, the Borrower will make available to SOCAPALM the proceeds of the Loan allocated to said Parts of the Project as hereinafter provided; (G) Part D of the Project will be carried out by the Coastal Estates Center (hereinafter called CEC) and, for this purpose, the Borrower will make available to CEC the proceeds of the Loan allocated to said Part of the Project as hereinafter provided; -3- (H) pursuant to a loan agreement and a supplemental loan agreement dated April 15, 1969, and April 9, 1973, respectively, the Bank has made available to SOCAPALM two loans (Nos. 593 CM and 886 CM, respectively) for the purpose of assisting SOCAPALM in financing a first oil palm project; and WHEREAS the Bank has agreed, on the basis inter alia of the foregoing, to make the Loan available to the Borrower upon the terms and conditions hereinafter set forth and in a project agreement of even date herewith between the Bank and SOCAPALM; NOW THEREFORE the parties hereto hereby agree as follows: S 4- ARTICLE I General Conditions; Definitions Section 1.01. The parties to th"s 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, subject, however, to the following modification thereof, namely, the word "First" is added before the words "Loan Agreement" in paragraph 11 of Section 2.01 (said General Conditions Applicable to Loan and Guarantee Agreements of the Bank, as so modified, 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 paragraphs (a) through (h) of Section 1.02 of the First Loan Agreement have the respective meanings therein set forth. -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 seven million dollars ($7,000,000). 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 and the Bank, 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 June 30, 1982, or such later date as the Bank shall establish. The Bank shall promptly notify the ',orrower 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 (4-1/2%) 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. -7- Section 2.08. The Borrower shall repay the principal amount of the Loan in accordance with the amortization schedule set forth in the Schedule to this Agreement. -8- ARTICLE III Execution of the Project Section 3.01. The provisions of Article III of the First 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 for the purposes of this Agreement all references to the Loan in such provisions shall be deemed to be references to this Loan. -9- ARTICLE IV Other Covenants Section 4.01. The provisions of Article IV of the First 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 for the purposes of this Agreement all references to the Loan in such provisions shall be deemed to be references to this Loan. - 10 - ARTICLE V Remedies of the Bank Section 5.01. The provisions of Article V of the First Loan Agreement are hereby incorporated into this Agreement with the same force and effect as if they were fully set forth herein. - 11 - ARTICLE VI Effective Date; Termination Section 6.01. The following event is specified as an additional condition to the effectiveness of the Loan Agrement within the meaning of Section 12.01 (c) of the General Conditions, namely, that all conditions precedent to the effectiveness of the First Loan Agreement, except for the effectiveness of this Agreement, have been fulfilled. Section 6.02. The date November 23, 1977, is hereby specified for the purposes of Section 12.04 of the G.neral Conditions. -12- ARTICLE VII Representatives of the Borrower; Addresses Section 7.01. The Minister of the Borrower responsible for planning 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: Ministry of Economic Affairs and Planning YaoundS United Republic of Cameroon Cable address: Telex: MINEP 8268 KN Yaoundf 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 64145 (WUI) - 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. UNITED REPUBLIC OF CAMEROON By /s/ Benoit Bindzi Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s/ Roger Chaufournier Regional.Vice President Western Africa -14- SCHEDULE Amortization Schedule Payment of Principal Date Payment Due (expressed in dollars) January 15, 1983 125,000.00 July 15, 1983 125,000.00 January 15, 1984 130,000.00 July 15, 1984 130,000.00 January 15, 1985 135,000.00 July 15, 1985 140,000.00 January 15, 1986 140,000.00 July 15, 1986 145,000.00 January 15, 1987 145,000.00 July 15, 1987 150,000.00 January 15, 1988 155,000.00 July 15, 1988 155,000.00 January 15, 1989 160,000.00 July 15, 1989 165,000.00 January 15, 1990 170,000.00 July 15, 1990 170,000.00 January 15, 1991 175,000.00 July 15, 1991 180,000.00 January 15, 1992 185,000.00 July 15, 1992 190,000.00 January 15, 1993 190,000.00 July 15, 1993 195,000.00 January 15, 1994 200,000.00 Juli 15, 1994 205,000.00 January 15, 1995 210,000.00 July 15, 1995 215,000.00 January 15, 1996 220,000.00 July 15, 1996 225,000.00 January 15, 1997 230,000.00 July 15, 1997 235,000.00 January 15, 1998 240,000.00 July 15, 1998 245,000.00 - 15 - Payment of Principal Date Payment Due (expressed in dollars) January 15, 1999 250,000.00 July 15, 1999 255,000.00 January 15, 2000 265,000.00 July 15, 2000 270,000.00 January 15, 2001 280,000.00 -16- 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%