Conformed Copy - C2326 - Lobito Benguela Urban Environment Rehabilitation Project - Norwegian Grant Agreement

Page 1 CONFORMED COPY NORWEGIAN GRANT RELATED TO CREDIT NUMBER 2326 ANG Norwegian Grant Agreement (Lobito-Benguela Urban Environmental Rehabilitation Project) between REPUBLIC OF ANGOLA and INTERNATIONAL DEVELOPMENT ASSOCIATION as Administrator of development aid funds provided by The Kingdom of Norway Dated December 22, 1994 NORWEGIAN GRANT RELATED TO CREDIT NUMBER 2326 ANG NORWEGIAN GRANT AGREEMENT AGREEMENT, dated December 22, 1994, between REPUBLIC OF ANGOLA (Angola) and INTERNATIONAL DEVELOPMENT ASSOCIATION acting as Administrator (the Administrator) of the Grant (as hereinafter defined) provided by The Kingdom of Norway (Norway). WHEREAS Angola has requested the assistance of the International Development Association (the Association) and Norway in the financing of its Lobito-Benguela Urban Environmental Rehabilitation Project (the Project) described in Schedule 2 to the Development Credit Agreement (Credit No. 2326 ANG) dated February 13, 1992, between the Republic of Angola and the Association; WHEREAS the Association has extended a Credit for the Project on the terms and conditions set forth in the above-mentioned Development Credit Agreement, and Norway has authorized the Administrator to extend to Angola for the same purposes a grant out of Norway's development aid funds (the Grant) to assist Angola on the terms and conditions hereinafter set forth; WHEREAS by an agreement of even date herewith between Norway and the Association (the Administration Agreement), Norway has requested the Association, and the Association has accepted, to administer the Grant in accordance with the provisions of that agreement; WHEREAS Angola acknowledges that the financial assistance extended to Angola under this Agreement shall be considered as part of the bilateral development aid extended by Norway to Angola; and WHEREAS the Administrator has agreed, on the basis inter alia of the foregoing, to extend the Grant to Angola in support of the Project, upon the terms and conditions Page 2 set forth in this Agreement; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I General Conditions; Definitions Section 1.01. The General Conditions Applicable to Development Credit Agreements of the Association, dated January 1, 1985, with the modifications set forth below (the General Conditions) constitute an integral part of this Agreement: (a) the term "Association," whenever used in the General Conditions, means the International Development Association acting as Administrator of the Grant pursuant to the agreement of even date herewith between Norway and the Association, except in the provisions "member(s) of the Association" occurring in Section 2.01 (5), 4.02 (b) and 6.02 (e); (b) the term "Borrower," whenever used in the General Conditions, means Angola; (c) the term "Development Credit Agreement," whenever used in the General Conditions, means this Agreement; (d) the term "Credit," whenever used in the General Conditions, means the Grant extended to Angola under this Agreement; (e) the term "Credit Account," whenever used in the General Conditions, means the Trust Account opened by the Administrator in its books in the name of Angola to which the amount of the Norwegian Grant is credited; (f) in Section 6.02 the term "Association" shall also include the International Development Association acting in its own capacity; (g) in Section 9.06 (c) the term "Closing Date" means the closing date set forth in Section 2.03 of the Development Credit Agreement; and (h) Sections 3.02, 3.03, 3.04, 3.05, 4.01, 4.02, 4.03, 4.04, 4.06, 6.05, 7.01, 8.01 (a), 12.02 and 12.05 are deleted. Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions, in the Preamble to this Agreement and in the Development Credit Agreement have the respective meanings therein set forth, and the following additional terms have the following meanings: (a) "Development Credit Agreement" means the agreement dated March 23, 1988 between the Republic of Angola and the Association for the Project, as such agreement may be amended from time to time, and such term includes the "General Conditions Applicable to Development Credit Agreements" of the Association, dated January 1, 1985, as applied to such agreement, and all schedules and agreements supplemental to the Development Credit Agreement; and (b) Norwegian Kroner" and "NOK" mean the currency of Norway. Section 1.03. In all Articles, Sections and Schedules of the Development Credit Agreement explicitly incorporated into this Agreement, the references to the "Borrower," the "Association," the "Credit," and the "Credit Account" shall be deemed to be references to Angola, the Administrator, the Grant, and the Trust Account and 2.02 (b) of this Agreement, respectively. ARTICLE II The Grant Section 2.01. The Administrator agrees to extend to Angola, on the terms and conditions herein set forth or referred to, a grant in an amount of twenty-two million Norwegian Kroner (NOK 22,000,000) together with interest thereon (if any), or such other amount as shall have been made available by Norway to the Administrator for this purpose pursuant to the Administration Agreement. Section 2.02. The amount of the Grant may be withdrawn from the Trust Account in accordance with the Schedule to this Agreement for expenditures made (or if the Page 3 Administrator shall so agree, to be made) in respect of the reasonable cost of the services required for Part A of the Project. Section 2.03. The Closing Date shall be September 30, 1998, or such later date as the Administrator shall establish. The Administrator shall promptly notify Angola of such later date. ARTICLE III Execution of the Project; Other Covenants Section 3.01. Article III, Article IV and Section 5.01 of the Development Credit Agreement and Schedules 2 and 3 thereto are hereby incorporated into this Agreement with the same force and effect as if they were fully set forth herein. Section 3.02. Procurement of any office and associated equipment shall be undertaken by the consultants selected by Angola to assist in carrying out the Project. Section 3.03. (a) Angola shall maintain, or cause to be maintained, records and accounts adequate to reflect, in accordance with sound accounting practices, its operations, resources and expenditures in respect of the Project of the departments or agencies of Angola responsible for carrying out the Project or any part thereof. (b) Angola shall: (i) have the records and accounts referred to in paragraph (a) of this Section for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Administrator; (ii) furnish to the Administrator, as soon as available, but in any case not later than six months after the end of each such year, a certified copy of the report of such audit by said auditors, of such scope and in such detail as the Administrator shall have reasonably requested; and (iii) furnish to the Administrator such other information concerning said records, accounts and the audit thereof as the Administrator shall from time to time reasonably request. ARTICLE IV Termination; Transfer of Rights and Obligations Section 4.01. This Agreement and all obligations of the parties thereunder shall terminate on the date, following the final disbursement under this Agreement, on which Angola shall have fulfilled all its obligations under this Agreement. Section 4.02. In accordance with the Administration Agreement, the rights and obligations of the Administrator under this Agreement may be transferred to Norway. Angola accepts and agrees that, upon notice by the Administrator to Angola to that effect, Norway shall, ipso facto, from the date specified in such notice, be substituted in all rights and obligations of the Administrator under this Agreement as if Norway had been an original party to this Agreement, without any further action or formality required on the part of any party, and from such date the Administrator shall cease to have any rights or obligations as a party under this Agreement. ARTICLE V Representative of Angola; Addresses Section 5.01. The Minister of Angola responsible for Finance is designated as representative of Angola 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 Angola: Provincial Government of Benguela Pal