Cameroon - Fourth Railway Project : Credit 0936 - Credit Agreement - 2 - Conformed

CONFORMED COPY CREDIT NUMBER 936 CM Development Credit Agreement (Fourth Railway Project) between UNITED REPUBLIC OF CAMEROON and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated August 23, 1979 CREDIT NUMBER 936 CM DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated August 23, 1979, between UNITED REPUBLIC OF CAMEROON (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 the Loan Agreement referred to in Recital (C) of this Preamble by extending the Credit as herein- after provided; (B) the Project will be carried out by Rggie Nationale des Chemins de Fer du Cameroun (hereinafter called REGIFERCAM) with the Borrower's assistance and, as part of such assistance, the Borrower will make available to REGIFERCAM the proceeds of the Credit as hereinafter provided; (C) REGIFERCAM has also requested the International Bank for Reconstruction and Development (hereinafter called the Bank) to provide additional assistance towards the financing of the Project and by an agreement of even date herewith between REGIFERCAM and the Bank (hereinafter called the Loan Agreement), the Bank is agreeing to provide such assistance in an aggregate principal amount equivalent to twenty seven million dollars ($27,000,000) (hereinafter called the Loan); (D) by an agreement of even date herewith between the Borrower and the Bank (hereinafter called the Guarantee Agree- ment), the Borrower has agreed to guarantee the Loan and to undertake certain obligations with respect to the Project; (E) the Borrower and the Association intend, to the extent practicable, that the proceeds of the Credit provided for in this Agreement be disbursed on account of expenditures on the Project before disbursements of the proceeds of the Loan provided for in the Loan Agreement are made; and WHEREAS the Association has agreed, on the basis inter alia of the foregoing and of the other considerations set forth in the Preamble to the Loan Agreement, to extend the Credit to the Borrower upon the terms and conditions hereinafter set forth, but only on condition that REGIFERCAM undertake the obligations set forth in the Loan Agreement; NOW THEREFORE the parties hereto hereby agree as follows: - 2 - 2- ARTICLE I General Conditions; Definitions Section 1.01. The parties to this Agreement 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, subject, however, to the following modification thereof (said General Conditions Applicable to Development Credit Agreements of the Association, as so modified, being hereinafter called the General Conditions), namely, that paragraph 9 of Section 2.01 is deleted and the following is substituted therefor: "9. The term Project means the project for which the Credit is granted, as described in the Loan Agree- ment (as such term is defined in the Development Credit Agreement) and as the description thereof may be amended from time to time by agreement between the Bank and REGIFERCAM (as such term is defined in the Development Credit Agreement)." 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 following additional terms have the following meanings: (a) "Loan Agreement" means the agreement of even date herewith between the Bank and REGIFERCAM for the purpose of the Project, as such agreement may be amended from time to time; and such term includes the General Conditions Applicable to Loan and Guarantee Agreements of the Bank, dated March 15, 1974, as made applicable to such agreement, all agreements supplemental to the Loan Agreement and all schedules to the Loan Agreement; (b) "Guarantee Agreement" means the agreement of even date herewith between the Borrower and the Bank for the purpose of the Project, as such agreement may be amended from time to time; and such term includes the General Conditions Applicable to Loan and Guarantee Agreements of the Bank, dated March 15, 1974, as made applicable to such agreement, and any agreement supplemental to the Guarantee Agreement; -3- (c) "Loan" means the loan provided for in the Loan Agree- ment; and (d) "Subsidiary Loan Agreement" means the agreement to be entered into between the Borrower and REGIFERCAM pursuant to Section 3.01 (b) of this Agreement, as the same may be amended from time to time, and such term includes any schedule to the Subsidiary Loan Agreement. 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 twenty million dollars ($20,000,000). Section 2.02. The amount of the Credit may be withdrawn from the Credit Account in accordance with the provisions of Schedule 1 to the Loan Agreement, as such Schedule may be amended from time to time by agreement between the Bank and REGIFERCAM, for expendi- tures made (or, if the Association 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 Credit. Section 2.03. Except as the Association shall otherwise agree, procurement of the.goods and civil works to be financed out of the proceeds of the Credit, shall be governed by the provisions of Schedule 4 to the Loan Agreement, as such Schedule may be amended from time to time by agreement between the Bank and REGIFERCAM; provided, however, that for the purposes of this Agreement: (i) all references in said Schedule to the Bank and the Loan Account shall be deemed to be references to the Association and the Credit Account, respectively; and (ii) all action taken, including approvals given, by the Bank pursuant to the provisions of said Schedule shall be deemed to be taken or given in the name and on behalf of both the Bank and the Association and all infor- mation furnished by REGIFERCAM to the Bank pursuant to such provisions shall be deemed to be furnished to both the Bank and the Association. Section 2.04. The Closing Date shall be June 30, 1981, or such later date as the Association shall establish. The Associa- tion shall promptly notify the Borrower of such later date. -4- 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 semiannually on March 1 and September 1 in each year. Section 2.07. The Borrower shall repay the principal amount of the Credit in semiannual installments payable on each March 1 and September 1 commencing September 1, 1989, and ending March 1, 2029, each installment to and including the installment payable on March 1, 1999, 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 Republic of France is hereby specified for the purposes of Section 4.02 of the General Conditions. Section 2.09. Except as the Borrower and the Association may otherwise agree, if REGIFERCAM shall repay in advance of maturity any part of its indebtedness under the Loan Agreement, the Bor- rower shall simultaneously repay a proportionate amount of the Credit then outstanding. Any repayment pursuant to this Section shall be applied to the repayment of a proportionate amount of each maturity of the Credit then outstanding, unless the Borrower shall specify, at the time of such repayment, other maturities of the Credit to which such repayment should be applied. ARTICLE III Execution of the Project; Other Covenants Section 3.01. (a) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause REGIFERCAM to perform in accordance wi,h the provisions of the Loan Agreement all the obligations therein set forth 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 REGIFERCAM under a subsidiary loan agreement to be entered into -5- between the Borrower and REGIFERCAh on terms and conditions which shall have been approved by the Association. Such terms and conditions shall include, inter alia, that: (i) the proceeds of the Credit shall be relent to REGIFERCAM for a term of twenty years, including a grace period of five years, at an interest rate of seven and nine-tenths per cent (7.90%) per annum; (ii) REGIFERCAM shall pay to the Borrower a commitment charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal amount so relent and not withdrawn by REGIFERCAM from time to time; and (iii) the proceeds of the Credit so relent shall. be used by REGIFERCAM for the purposes of the Project in accor- dance with the provisions of Section 2.03 of this Agreement, and all the provisions of Article III of the Loan Agreement regarding the use of the proceeds of the Loan shall also be complied with by REGIFERCAM in such use of the proceeds of the Credit. (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 Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. Section 3.02. The Borrower shall perform in accordance with the Guarantee Agreement all its obligations therein set forth. ARTICLE IV Remedies of the Association Section 4.01. For the purposes of Section 6.02 of the General Conditions the following additional event is specified pursuant to paragraph (h) thereof, namely, that any event specified in Section 6.01 of the Loan Agreement or in paragraphs (e), (h), (i) or (j) of Section 6.02 of the General Conditions referred to in Section 1.01 of said Agreement shall occur. Section 4.02. For the purposes of Section 7.01 of the General Conditions, the following additional event is specified pursuant to paragraph (d) thereof, namely, that any event specified in Section 6.02 of the Loan Agreement or in Section 7.01 (g) of the General Conditions referred to in Section 1.01 of said Agreement shall occur. -6- ARTICLE V Effective Date; Termination Section 5.01. The following events are specified as addi- tional conditions to the effectiveness of the Development Credit Agreement within the meaning of Section 12.01 (b) of the General Conditions: (a) the Subsidiary Loan Agreement has been executed on behalf of the Borrower and REGIFERCAM; and (b) all conditions precedent to the effectiveness of the Loan Agreement, other than fulfillment of the conditions precedent to the effectiveness of the Development Credit Agreement, have been met. Section 5.02. The following is specified as an additional matter, within the meaning of Section 12.02 (b) of the General Conditions, to be included in the opinion or opinions to be furnished to the Association, namely, that the Subsidiary Loan Agreement has been duly authorized or ratified by the Borrower and REGIFERCAM and is legally binding upon the Borrower and REGIFERCAM in accordance with its terms. Section 5.03. The date October 22, 1979, is hereby speci- fied for the purposes of Section 12.04 of the General Conditions. Section 5.04. The provisions of Section 4.02 of this Agree- ment shall cease and determine on the date on which the Develop- ment Credit Agreement -shall terminate or on a date twenty years after the date of this Agreement, whichever shall be the earlier. ARTICLE VI Representative of the Borrower; Addresses Section 6.01. 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 6.02. The following addresses are specified for the purpose of Section 11.01 of the General Conditions: -7- For the Borrower: Ministry of Economic Affairs and Planning Yaounde, Cameroon Cable address: Telex: MINEP 8268 KN or Yaounde 8203 KN For the Association: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INDEVAS 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) 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/ Michael T. Kima Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By Is/ Roger Chaufournier Regional Vice President Western Africa