Conformed Copy - L3101 - Water, Women and Development Project - Guarantee Agreement

Page 1 CONFORMED COPY LOAN NUMBER 3101 ME (Water, Women and Development Project) between UNITED MEXICAN STATES and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated September 25, 1989 LOAN NUMBER 3101 ME GUARANTEE AGREEMENT AGREEMENT, dated September 25, 1989, between UNITED MEXICAN STATES (the Guarantor) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the Bank). WHEREAS ( A) the Guarantor and Banco Nacional de Obras y Servicios Publicos, S.N.C. (the Borrower), having been satisfied as to the feasibility and priority of the Project described in Schedule 2 to the Loan Agreement, have requested the Bank to assist in the financing of the Project; (B) by the Loan Agreement of even date herewith between the Bank and the Borrower, the Bank has agreed to extend to the Borrower a loan in various currencies equivalent to twenty million dollars ($20,000,000), on the terms and conditions set forth in the Loan Agreement, but only on condition that the Guarantor agree to guarantee the obligations of the Borrower in respect of such loan and to undertake certain obligations as hereinafter provided; and Page 2 WHEREAS the Guarantor, in consideration of the Bank's entering into the Loan Agreement with the Borrower, has agreed to guarantee such obligations of the Borrower; NOW THEREFORE the parties hereto hereby agree as follows : ARTICLE I General Conditions ; Definitions Section 1.01. The "General Conditions Applicable to Loan and Guarantee Agreements" of the Bank, dated January 1, 1985, with the modifications set forth in Section 1.01 of the Loan Agreement (the General Conditions) constitute an integral part of this Agreement. Section 1.02. Unless the context otherwise requires, the several terms defined in the General Conditions, and in the Preamble to and in Section 1.02 of the Loan Agreement, have the respective meanings therein set forth. ARTICLE II Guarantee; Provision of Funds Section 2.01. The Guarantor declares its commitment to the objectives of the Project as set forth in Schedule 2 to the Loan Agreement, and to this end, without limitation or restriction upon any of its other obligations under the Guarantee Agreement, the Guarantor hereby unconditionally guarantees, as primary obligor and not as surety merely, 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, the punctual performance of all the other obligations of the Borrower as set forth in the Loan Agreement, the punctual performance of the SWAs and the Eligible States under the Subsidiary Loan agreements and the punctual performance of the Financial Intermediaries and the Eligible States under the Participation Agreements. Section 2.02. The Guarantor shall enter into the contractual arrangements referred to in Section 3.02 of the Loan Agreement and, unless the Bank shall otherwise agree, shall not change or fail to enforce any provisions of such contractual arrangements. ARTICLE III Other Covenants Section 3.01. The Guarantor declares its commitment to the objectives of the Project as set forth in Schedule 2 to the Loan Agreement, and to this end shall provide or cause to be provided, in a timely manner as needed, the funds, facilities, services and other resources required for the Project. Section 3.02. The Guarantor shall, by December 30, 1990, through SSA, complete the design and the preparation of materials for the Health Education Program for the purpose of carrying out such Program in a timely manner. Section 3.03. For purposes of Sections 6.02 (c) and (d) and 7.01 (e) of the General Conditions, the obligations of Mexico under the General Interest Rate Agreement are hereby incorporated as obligations of the Guarantor as if they were fully set forth herein. ARTICLE VI Representative of the Guarantor; Addresses Section 4.01. The Director General de Captacion de Credito Externo of the Secretaria de Hacienda y Credito Publico of the Guarantor is designated as representative of the Guarantor for the purposes of Section 11.03 of the General Conditions. Page 3 Section 4.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Guarantor: Secretaria de Hacienda y Credito Publico Direccion General de Captacion de Credito Externo Palacio Nacional Primer Patio Mariano, 4