Tanzania - Mufindi Pulp And Paper Project Technical Assistance : Credit 1370 - Credit Agreement - Conformed

DO)CU SwCREDIT NUMBER 1370 TA Development Credit Agreement (Mufindi Pulp and Paper Project - Technical Assistance) between UNITED REPUBLIC OF TANZANIA and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated se4"q, 1983 CREDIT NUMBER 1370 TA DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated Sto 144A&r . z , 1983, between UNITED REPUBLIC OF TANZANIA (hereinafter called the Borrower) aad INTERNATIONAL DEVELOPMENT ASSOCIATION (hereinafter called the Association). WHEREAS in 1979 the Borrower has entered into the First Joint Financing Agreement for the financing of the Mufindi Pulp and Paper Project, both as hereinafter defined; WHEREAS (A) the Borrower has requested the Kingdom of Sweden, the Federal Republic of Germany through Kreditanstalt fUr Wiederaufbau and the Association to assist in the financing of the Project as defined hereinafter; (B) the Project will be carried out and the proceeds of the Credit will be applied in accordance with a joint financing agreement of even date herewith (hereinafter called the Joint Financing Agreement) among the Borrower, the Kingdom of Sweden, the Association, the Southern Paper Mills Company Limited (hereinafter called SPM) and the National Development Corporation (hereinafter called NDC); and WHEREAS the Association has agreed, on the basis, inter alia, of the foregoing, to extend the Credit to the Borrower upon the terms and conditions hereinafter set forth and in the Joint Financing Agreement; NOW THEREFORE the parties hereto hereby agree as follows: 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 June 30, 1980, with the same force and effect as if they were fully set forth herein; provided, however, that paragraph 9 of Section 2.01 is modified to read as follows: "The term Project means the project for which the Credit is granted as described in Schedule 1 to the Joint Financing Agreement, concluded for the purpose of the Project between the Borrower, the Kingdom of Sweden, the Association and several other parties of even date with the Development Credit Agreement, and as the description thereof may be amended from - 2 - time to time by agreement among the parties to said joint financ- ing agreement" (said General Conditions Applicable to Development Credit Agreements of the Association, 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 General Conditions and in the Preamble to this Agreement have the respective meanings therein set forth and the following addi- tional terms have the following meanings: (a) "First Joint Financing Agreement" means the joint financing agreement, dated April 6, 1979, among the Borrower, the Kingdom of Sweden, the Bank, the Association, SPM and NDC. (b) "Subsidiary Financing Agreement" means the agreement to be entered into among the Borrower, NDC and SPM pursuant to Section 3.04 of the Joint Financing Agreement, as the same may be amended from time to time, and such term includes all schedules to the Subsidiary Financing Agreement. ARTICLE II The Credit Section 2.01. The Association agrees to lend to the Bor- rower, on the terms and conditions in the Development Credit Agreement set forth or referred to, an amount in various curren- cies equivalent to sixteen million seven hundred thousand Special Drawing Rights (SDR 16,700,000). Section 2.02. The amount of the Credit may be withdrawn from the Credit Account in accordance with the provisions of Schedule 2 to the Joint Financing Agreement, as such Schedule may be amended from time to time by agreement between the parties to that Agreement, for expenditures 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 required for the Project and to be financed out of the proceeds of the Credit shall be governed by Section 3.02 of the Joint Financing Agree- ment. - 3 - Section 2.04. The Closing Date shall be December 31, 1989, or such later date as the Association shall establish. The Association shall promptly notify the Borrower of such later date. Section 2.05. (a) The Borrower shall pay to the Association a commitment charge at the rate of one-half of one per cent (1/2 of 1%) per annum on the principal amount of the Credit not with- drawn from time to time. The commitment charge shall accrue from a date sixty days after the date of the Development Credit Agree- ment to the respective dates on which amounts shall be withdrawn by the Borrower from the Credit Account or shall be cancelled. (b) The commitment charge shall be paid: (i) at such places as the Association shall reasonably request; (ii) without restrictions of any kind imposed by, or in the teriritory of, the Borrower; and (iii) in the currency specified in this Agreement for the purposes of Section 4.02 of the General Conditions or in such other eligible currency or currencies as may from time to time be designated or selected pursuant to the provisions of that Section. Section 2.06. 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 2.07. Commitment charges and service charges shall be payable semiannually on April 15 and October 15 in each year. Section 2.08. The Borrower shall repay the principal amount of the Credit in semiannual installments payable on each April 15 and October 15 commencing October 15, 1993, and ending April 15, 2033, each installment to and including the installment payable on April 15, 2003, 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 2.09. The currency of the United Kingdom is hereby specified for the purposes of Section 4.02 of the General Conditions. Section 2.10. NDC 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. 4- ARTICLE III Remedies of the Association Section 3.01. For the purposes of Section 6.02 of the Gen- eral Conditions the following additional events are specified pursuant to paragraph (h) thereof: (a) the Borrower or SPM or NDC shall have failed to perform any of its respective obligations under the First Joint Financing Agreement or the Joint Financing Agreement; (b) the organization, powers or responsibilities of SPM or NDC shall have been terminated or altered so as to affect mate- rially and adversely the performance by SPM or NDC of any of its respective obligations under the First Joint Financing Agreement or the Joint Financing Agreement; and (c) (i) subject to subparagraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of any grant, loan or credit made to the Borrower for the financing of the Project shall have been suspended, cancelled or terminated in whole or in part, pursuant to the terms of the agreement providing there- for, or (B) any such loan or credit shall have become due and payable prior to the agreed maturity thereof; (ii) subparagraph (i) of this paragraph shall not apply if: - (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obliga- tions under such agreement; and (B) adequate funds for the Project are available to the Borrower or NDC or SPM from other sources on terms and conditions consistent with the obligations of the Borrower under - 5 - this Agreement or with the respective obliga- tions of NDC or SPM under the Joint Financing Agreement. Section 3.02. For the purposes of Section 7.01 of the General Conditions, the following additional events are specified pursuant to paragraph (d) thereof: (a) any event specified in paragraph (a) of Section 3.01 of this Agreement shall occur and shall continue for a period of 60 days after notice thereof shall have been given by the Associa- tion to the Borrower, NDC and SPM; (b) any event specified in paragraph (b) of Section 3.01 of this Agreement shall occur; and (c) any event specified in paragraph (c) (i) (B) of Nec- tion 3.01 of this Agreement shall occur, subject to the proviso of subparagraph (ii) of that paragraph. ARTICLE IV Effective Date; Termination Section 4.01. 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 Financing Agreement has been executed on behalf of the Borrower, SPM and NDC; (b) all conditions precedent to the effectiveness of the development cooperation agreement between the Kingdom of Sweden and the Borrower referred to in the Preamble to the Joint Financ- ing Agreement have been fulfilled save only the effectiveness of this Agreement; (c) the Association has been furnished with evidence satis- factory to the Association showing that financing for Part C of the Project has been made available; and (d) the management consultants referred to in Section 3.02 (c) of the Joint Financing Agreement have been employed in accordance with the provisions of that Section, -6- Section 4.02. The following are specified as additional matters, 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: (a) that the Joint Financing Agreement has been duly authorized or ratified by the Borrower, SPM and NDC, and is legally binding upon the Borrower, SPM and NDC in accordance with its terms; and (b) that the Subsidiary Financing Agreement has been duly authorized or ratified by the P-rrower, SPM and NDC, and is legally binding upon the Borrower, SPM and NDC in accordance with its terms. Section 4.03. The date is hereby specified for the purposes of Section 12.04 of the General Condi- tions. Section 4.04. The provisions of Section 3.02 of this Agree- ment shall cease and determine on the date on which the Develop- ment Credit Agreement shall terminate or on a date 10 years after the date of this Agreement, whichever shall be the earlier. ARTICLE V Representatives of the Borrower; Addresses Section 5.01. The Minister of the Borrower at the time responsible for Finance is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions. Section 5.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Borrower: The Principal Secretary Ministry of Finance P. 0. Box 9111 Dar es Salaam United Republic of Tanzania -7- Cable address: Telex: TREASURY 41329 Dar es Salaam 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 TANZANIA Byf( OL14" "A Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By /s( 49' 9. W 4O t4 ROO4 RegionarVice President Eastern Africa INTERNATIONAL DEVELOPMENT ASSOCIATION CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Development Association. In witness whereof I have signed this Certifi- cate and affixed the Seal of the Association thereunto the " day of 1983 FOR SECRETARY