Morocco - Cior Cement Project : Loan 1383 - Guarantee Agreement - Conformed

)7-7Z CONFORMED COPY LOAN NUMBER 1383 MOR SHAREHOLDER' S GUARANTEE AGREEMENT (CIOR Cement Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and OFFICE POUR LE DEVELOPPEMENT INDUSTRIEL Dated April 29, 1977 SHAREHOLDER'S GUARANTEE AGREEMENT AGREEMENT, dated April 29, 1977, between the INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank), and the OFFICE POUR LE DEVELOPPEMENT INDUSTRIEL (hereinafter called the Guarantor-Shareholder). WHEREAS (A) by the Loan Agreement of even date herewith be- tween the Bank and Cimenterie de l'Oriental (hereinafter called the Borrower), the Bank has agreed to lend to the Borrower an amount in various currencies equivalent to forty-five million dol- lars ($45,000,000) to assist in financing the Project described in Schedule 2 to such Loan Agreement; (B) such Loan of the Bank is guaranteed by the Kingdom of Morocco (hereinafter called Morocco) pursuant to the Guarantee Agreement of even date herewith between Morocco and the Bank; WHEREAS the Guarantor-Shareholder, in consideration of the granting of the above loan, is willing to undertake such obligations as and under the terms and conditions hereinafter set forth; NOW THEREFORE the parties hereto hereby agree as follows: - 2 - ARTICLE I 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, subject, however, to the modifications thereof set forth in Schedule 5 to the Loan Agreement (said General Conditions Applicable to Loan and Guarantee Agreements of the Bank, as so modified, being here- inafter called the General Conditions). Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the Loan Agreement, in the General Conditions and in the Preamble hereto have the respective meanings therein set forth. -3- ARTICLE II Section 2.01. Without limitation or restriction upon any of the other covenants on its part in this Agreement contained, the Guarantor-Shareholder, as primary obligor and not as surety merely, unconditionally guarantees the due and punctual payment of the principal of, and interest and other charges on, the Loan, and the premium, if any, on the prepayment of the Loan, all as set forth in the Loan Agreement. Section 2.02. The Guarantor-Shareholder shall exercise its rights and powers as the controlling shareholder of the Borrower and every other right, power or remedy available to it to permit or cause the Borrower punctually to perform all its obligations under the Loan Agreement and the Investment Convention. Section 2.03. The Guarantor-Shareholder shall promptly sub- scribe, and pay in, as and when required, the increased share capital of the Borrower which may be needed to ensure the avail- ability to the Borrower of sufficient funds to carry out the Project or to meet its obligations under the Loan Agreement, as the case may be; it being understood that such increase in the share capital of the Borrower shall, for the purpose of the exe- crtion and completion of Parts A, B and C of the Project, be at least equal to an aggregate amount of DH35,000,000. Section 2.04. Whenever the Borrower notifies the Guarantor- Shareholder that there is reasonable cause to believe that the funds available to the Borrower will be inadequate to meet the estimated expenditures required for the carrying out of Pmrts A, B and C of the Project or for the carrying out of the operations of the Borrower or for the compliance by the Borrower with its obligations under the Loan Agreement and without limitation or restriction upon the provisions of Sections 2.02 and 2.03 hereof, the Guarantor-Shareholder shall make arrangements satisfactory to the Bank to provide to the Borrower, promptly as needed and inter alia for the timely execution and completion of Parts A, B and C of the Project and for the operation of the facilities provided thereunder, such additional funds as shall be necessary for the purpose. Section 2.05. It is expressly agreed by the Guarantor- Shareholder that the principal and other amounts payable on the outside debt of the Borrower shall first be paid before any pay- ment or repayment is made on account of the funds provided in Section 2.04 hereof in any given fiscal year. -5- ARTICLE III Section 3.01. (a) The Bank and the Guarantor-Shareholder shall cooperate fully to assure that the purposes of the Loan will be accomplished. To that end, the Bank and the Guarantor- Shareholder shall from time to time, at the request of either party, exchange views through their representatives with regard to the performance by the Borrower of its obligations under the Loan Agreement and of the Guarantor-Shareholder under this Agree- ment and to other matters relating to the purposes of the Loan. (b) The Guarantor-Shareholder shall furnish or cause to be furnished to the Bank all such information as shall be reasonably requested concerning the matters specified in paragraph (a) of this Section. (c) The Guarantor-Shareholder shall promptly inform the Bank of any condition which interferes with, or threatens to in- terfere with, the accomplishment of the purposes of the Loan, the maintenance of the service thereof, the performance by the Borrower of its obligations under the Loan Agreement or the performance by the Guarantor-Shareholder of its obligations under this Share- holder's Guarantee Agreement. Section 3.02. Until the Loan Agreement shall have terminated, the Guarantor-Shareholder shall not, without the prior approval of the Bank: - 6 - (a) sell, pledge or otherwise dispose of any of its shares of the Borrower or permit a change in the percentage of its hold- ing of such shares, if such action would reduce its shareholdings to less than 67% of the total shares of the Borrower; or (b) consent to any amendment, abrogation, repeal or waiver of the Statuts of the Borrower, or any provision thernof, which would materially and adversely affect the ability of the Borrower to perform any of its obligations under the Loan Agreement. ARTICLE IV Section 4.01. This Agreement shall come into force and effect on the Effective Date of the Loan Agreement. Section 4.02. This Agreement and the respective obligations of the parties hereunder shtll terminate when the Loan Agreement shall terminate in accordance with its terms. Section 4.03. Any notice or request required or permitted to be given or made under this Agreement and any agreement between any of the parties contemplated by this Agreement shall be in writing. Such notice or request shall be deemed to have been duly given or made when it shall have been delivered by hand or by mail, tmLegram, cable, telex or radiogram to the party to which it is required or permitted to be given or made at such party's address hereinafter specified, or at such other address as such party shall have designated by notice to the party giving such notice or making such request. Section 4.04. The obligations of the Guarantor-Shareholder under this Agreement shall not be discharged except by performance and then only to the extent of such performance. Such obligations shall not be subject to any prior notice to, demand upon or action against the Borrower or Morocco with regard to any default by the Borrower or Morocco, and shall not be impaired by any of the following: any extension of time, forebearance or concession given to the Borrower or Morocco, any assertion of, or failure to assert, or delay in asserting any right, power or remedy against the Borrower or Morocco, or in respect of any security for the Bank's -8- Loan; any modification or amplification of the provisions of the Loan Agreement or of the Guarantee Agreement or of this Agreement contemplated by the terms thereof; or any failure of the Borrower to comply with any requirement of any law, regulation or order of Morocco or of any political subdivision or agency of Morocco. Section 4.05. The Guarantor-Shareholder shall furnish to the Bank sufficient evidence of the authority of the person or persons who will, on behalf of the Guarantor-Shareholder, take any action or execute any documents required or permitted to be taken or executed by the Guarantor-Shareholder under this Agree- ment and the authenticated specimen signature of each such person. Section 4.06. The following addresses are specified for the purposes of Section 4.03 of this Agreement: For the Bank: International Bank for Reconstruction and Development 1818 HI 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) For ODI: Office pour le D6veloppement Industriel 10 rue Ghandi Rabat, Morocco - 9 - IN WITNESS WHEREOF, the parties hereto, acting through their representative thereunto duly authorized, have caused this Share- holder's Guarantee 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. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s/ Munir P. Benjenk Regional Vice President Europe, Middle East and North Africa OFFICE POUR LE DEVELOPPENENT INDUSTRIEL By /s/ Abdelhadi Boutaleb Authorized Representative