Mexico - Deconcentration Prog. - Mexico City Region : Loan 2194 - Loan Agreement - Conformed

LOAN NUMBER 2194 NE Loan Agreement (Deconcentration Program for the Mexico City Region Preparation Project) between INTERFATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and BANCO NACIONAL DE OBRAS Y SERVICIOS PUBLICOS, S.A. Dated / , 1982 LOAN NUMBER 2194 HE LOAN AGREEMENT AGREEMENT, dated le C , 1982, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (herein- after called the Bank) and BANCO NACIONAL DE OBRAS Y SERVICIOS PUBLICOS, S.A. (hereinafter called the Borrower). ARTICLE I 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 October 27, 1980, 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 have the respective meanings therein set forth and the following additional terms have the following meanings: (a) "Comisi6n" means Comisi'n de Conurbacion del Centro del Pals of the Guarantor established by Presidential Decree of October 5, 1976, as the same may be amended from time to time; (b) "Central Conurbation Zone" means an area encompassing the Federal District and portions of the states of Hidalgo, Mexico, Morelos, Puebla and Tlaxcala as set forth in the Guarantor's Presidential Decree of October 5, 1976; and (c) "Project Agreement" means the agreement between the Bank and the Comisi6n 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. 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 -2- referred to, an amount in various currencies equivalent to nine million two hundred thousand dollars ($9,200,000). Section 2.02. The amount of the Loan may be withdrawn from the Loan Account in accordance with the provisions of Schedule 1 to this Agreement, as such Schedule may be amended from time to time by agreement between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 described in Schedule 2 to this Agreement and to be financed out of the proceeds of the Loan. Section 2.03. The Closing Date shall be December 31, 1985 or such later date as the Bank shall establish. The Bank shall promptly notify the Borrower and the Guarantor of such later date. Section 2.04. Not later than the Effective Date, the Borrower shall pay to the Bank a fee equivalent to one hundred thirty-five thousand nine hundred sixty-one dollars ($135,961). The fee shall be payable in such currency or currencies as the Bank shall specify. In the event that the Bank shall not have received full payment of the fee by the Effective Date, the Bank shall, on behalf of the Borrower, withdraw from the Loan Account and pay to itself the amount required for the full payment of the fee in the currency or currencies specified for the purpose. Section 2.05. The Borrower shall pay to the Bank a commit- ment 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 eleven and three-fifths per cent (11-3/5%) per annum on the principal amount of the Loan withdrawn and outstanding from time to time. Section 2.07. Interest and other charges shall be payable semiannually on February 15 and August 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 3 to this Agreement. -3- ARTICLE III Transfer of Loan Proceeds Section 3.01. The Borrower shall make contractual arrange- ments with the Comisi6n, satisfactory to the Bank, providing, inter alia, for the transfer to the Comision of the proceeds of the Loan for the purpose of carrying out the Project. Except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive any provision of such arrangements. ARTICLE IV Financial Covenants Section 4.01. (a) The Borrower represents that at the date of this Agreement no lien exists on any of its assets as security for any external debt. (b) The Borrower undertakes that, except as the Bank shall otherwise agree, if any lien shall be created on any assets of the Borrower as security for any external debt, such lien will ipso facto equally and ratably secure the payment of the princi- pal of, and interest and other charges on, the Loan, and in the creation of any such lien express provision will be made to that effect, at no cost to the Bank, provided, however, that the foregoing provisions of this paragraph shall not apply to: (A) any lien created on property, at the time of purchase thereof, solely as security for the payment of the purchase price of such property; or (B) any lien arising in the ordinary course of banking transactions and securing a debt maturing not more than one year after the date on which it is originally incurred. ARTICLE V Remedies of the Bank Section 5.01. For the purposes of Section 6.02 of the General Conditions, the following additional events are specified pursuant to paragraph (k) thereof: (a) the Comisi6n shall have failed to perform any of its obligations under the Project Agreement; and -4- (b) a change shall have been made in the Presidential Decree of October 5, 1976 which shall materially and adversely affect the ability of the Comisi6n to perform any of its obligations under the Project Agreement. Section 5.02. For the purposes of Section 7.01 of the General Conditions, the following additional event is specified pursuant to paragraph (h) thereof: (a) the event speci.ied 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 Bank to the Guarantor, the Borrower and the Comisi6n; and (b) the event specified in paragraph (b) of Section 5.01 of this Agreement shall occur. ARTICLE VI Effective Date; Termination Section 6.01. The following event is specified as an additional condition to the effectiveness of this Agreement within the meaning of Section 12.01 (c) of the General Condi- tions, namely, that the Borrower and the Comisi6n have entered into the contractual arrangements referred to in Section 3.01 of this Agreement. Section 6.02. The following are specified as additional matters, 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: (a) that the Project Agreement has been duly authorized or ratified by the Comisi6n, and is legally binding upon the Comisi6n in accordance with its terms; (b) that the contractual arrangements referred to in Section 6.01 of this Agreement are legally binding upon the parties thereto; and (c) that all necessary acts, consents and approvals to be performed or given by the Guarantor, its political subdivisions or agencies or by any agency of any political subdivision or otherwise to be performed or given in order to authorize the -5- carrying out of the Project and to enable the Comisibn to perform all of the covenants, agreements and obligations of the Comision in the Project Agreement contained, together with all necessary powers and rights in connection thereith, have been duly and validly performed or given and no other such acts, consents and approvals are required to be performed or given for said purpose. Section 6.03. The date r 4-9'52, is hereby specified for the purposes of Section 12.04 of the General Conditions. ARTICLE VII Addresses Section 7.01. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: 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) For the Borrower: Banco Nacional de Obras y Servicios Publicos, S.A. Insurgentes Norte 423 Mexico, D.F. 06900 Mfxico Cable address: Telex: BANTECARIO BNOSME Mexico City 01772619 -6- 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. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By ' Regional Vice President Latin America and the Caribbean BANCO NACIONAL DE OBRAS Y SERVICIOS PUBLICOS, S.A. By Authorized Representative -7- SCHEDULE 1 Withdrawal of the Proceeds of the Loan 1. The table below sets forth the Categories of items to be financed out of the proceeds of the Loan, the allocation of the amounts of the Loan to each Category and the percentage of expenditures for items so to be financed in each Category: Amount of the Loan Allocated % of (Expressed in Expenditures Category Dollar Equivalent) to be Financed (1) Studies under 3,570,000 72% Part A of the Project (2) Studies under 3,570,000 72% Part B of the Project (3) Fee 135,961 Amount due (4) Unallocated 1,924,039 TOTAL 9,200,000 2. The disbursement percentages have been calculated in compliance with the policy of the Bank that no proceeds of the Loan shall be disbursed on account of payments for taxes levied by, or in the territory of, the Guarantor on goods or services or on the importation, 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 Loan decreases or increases, the Bank 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 Bank. 3. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of payments made for expenditures prior to the date of this Agreement, except that -8- withdrawals, in an aggregate amount not exceeding the equivalent of $920,000 may be made on account of payments made before that date but after March 1, 1982. 4. Notwithstanding the allocation of an amount of the Loan or the disbursement percentages set forth in the table in paragraph I above, if the Bank has reasonably estimated that the amount of the Loan then allocated to any Category will be insufficient to finance the agreed percentage of all expenditures in that Category, the Bank may, by notice to the Borrower: (i) reallocate to such Category, to the extent required to meet the estimated shortfall, proceeds of the Loan which are then allocated to another Category and which in the opinion of the Bank and the Borrower are not needed to meet other expenditures; and (ii) if such reallocation 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, after consultation with the Borrower, the Bank 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 expenditures for such item shall be financed out of the proceeds of the Loan and the Bank may, without in any way restricting or limiting any other right, power or remedy of the Bank under the Loan Agreement, by notice to the Borrower, cancel such amount of the Loan as, in the Bank's reasonable opinion, represents the amount of such expenditures which would otherwise have been eligible for financing out of the proceeds of the Loan. -9- SCHEDULE 2 Description of the Project The Project consists of policy evaluation and engineering and feasibility studies for prepararion of the deconcentration program for the Central Conurbation Zone. These include compre- hensive studies for program formulation and design, and specific studies for individual program components, including detailed engineering and economic and financial analysis. The Project consists of the following parts: Part A: Policy Evaluation Studies (1) Administrative, financial and budgetary framework of the deconcentration program. (2) Urban development, covering land, infrastructure, com- munity facilities and housing. (3) Regional and urban transport development, consisting of studies of inter-modal transportation wiLhin the Central Conurbation Zone. (4) Industrial development, consisting of an examination of location, design, construction and operation of parks and distribution centers, and a review 'f the relevant regional incentives and credit policies. (5) Water resource management, including the treatment and recycling of effluents. (6) Rural development of suitable areas of the Central Conurbation Zone, including the identification and planning of rainfed and irrigated projects to enhance local production and employment. Part B: Specific Engineering and Feasibility Studies (1) Urbanization, including land-use, site planning, archi- tectural design of housing, community facilities and urban infra- structure and services in selected growth centers or upgrading areas. - 10 - (2) Transportation facilities, including engineering design of urban roads, transit systems, freight yards and other transport facilities. (3) Industrial parks and distribution centers, including land-use, site planning, engineering and architectural design of selected facilities. (4) Water resources, including engineering of supply and distribution systems, treatment plants, pumping stations, reser- voirs and other facilities. (5) Rural development, including engineering design of agricultural projects and complementary facilities. The Project is expected to be completed on June 30, 1985. - 11 - SCHEDULE 3 Amortization Schedule Payment of Principal Date Payment Due (expressed in dollars)* On each February 15 and August 15 beginning February 15, 1986 through February 15, 1997 385,000 On August 15, 1997 345,000 * The figures in this column represent dollar equivalents determined as of the respective dates of withdrawal; see General Conditions, Section 3.04. - 12 - 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 3.04 (b) of the General Conditions: Time of Prepayment Premium Not more than three years before maturity 2.30% More than three years but not more than six years before maturity 4.65% More than six years but not more than eleven years before maturity 8.50% More than eleven years but not more than thirteen years before maturity 10.05% More than thirteen years before maturity 11.60% INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Bank for Reconstruction and Develop- ment. In witness whereof I have signed this Certifi- cate and affixed the Seal of the Bank thereunto this 9 day of ., 198 &. FOR SECRETARY