Conformed Copy - TF028652 - Oil Pollution Management Project for the Southwest Mediterranean Sea - Global Environment Trust Fund Grant Agreement

Page 1 CONFORMED COPY GET GRANT NUMBER TF028652 TUN Global Environment Trust Fund Grant Agreement (Oil Pollution Management Project for the Southwest Mediterranean Sea) between REPUBLIC OF TUNISIA and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT acting as Trustee of the Global Environment Trust Fund Dated May 20, 1994 GET GRANT NUMBER TF028652 TUN GLOBAL ENVIRONMENT TRUST FUND GRANT AGREEMENT AGREEMENT, dated May 20, 1994, between the REPUBLIC OF TUNISIA (the Recipient) and the INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT acting as Trustee of grant funds provided by Participants of the Global Environment Facility into the Global Environment Trust Fund (GET) (the Trustee). WHEREAS (A) the International Bank for Reconstruction and Development (the Bank) pursuant to Resolution No. 91-5 of March 14, 1991, of the Executive Directors of the Bank (the Resolution), established the Global Environment Facility consisting of the GET, Cofinancing Arrangements with the GET and the Ozone Projects Trust Fund, to assist in the protection of the global environment and promote thereby environmentally sound and sustainable economic development; WHEREAS (B) certain members of the Bank (the Participants) have provided resources by way of grant into the GET and the Participants have requested and the Bank has agreed, to administer such grant funds as Trustee, for the purposes of, and in accordance with, provisions of the Resolution; WHEREAS (C) the Recipient, having satisfied itself as to the feasibility and priority of the Project described in Schedule 2 to this Agreement, has requested assistance from the resources of the GET in the financing of the Project, and the Trustee has determined that such assistance would be in accordance with the provisions of the Resolution; WHEREAS (D) the Project will be carried out by the Office des Ports Nationaux Tunisiens (OPNT) with the Recipient's assistance and, as part of such assistance, the Recipient will make available to OPNT the proceeds of the GET Grant as provided in Page 2 this Agreement; WHEREAS (E) by a Letter of Agreement of even date herewith between the Kingdom of Morocco (the "Kingdom") and the Trustee, and a GET Grant Agreement of even date herewith between the Trustee and ODEP (as hereinafter defined), the Trustee has agreed to make available to ODEP a GET Grant in an amount equivalent to SDR 4,100,000 to assist in the financing of the Project; WHEREAS (F) by a GET Grant Agreement of even date herewith between the Democratic and Popular Republic of Algeria ("Algeria") and the Trustee, the Trustee has agreed to make available to Algeria a GET Grant in an amount equivalent to SDR 5,000,000 to assist in the financing of the Project; and WHEREAS the Trustee has agreed, on the basis, inter alia, of the foregoing, to extend the GET Grant to the Recipient upon the terms and conditions set forth in this Agreement; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I General Conditions; Definitions Section 1.01. (a) The following provisions of the General Conditions Applicable to Loan and Guarantee Agreements of the Bank, dated January 1, 1985, with the modifications set forth in paragraph (b) of this Section (the General Conditions) constitute an integral part of this Agreement: (i) Article I; (ii) Sections 2.01 (1), (2), (3), (4), (6), (8), (9), (10), (11), (15), (18) and (20), 2.02 and 2.03; (iii) Section 3.01; (iv) Section 4.01 and the first sentence of Section 4.09; (v) Article V; (vi) Sections 6.01, 6.02 (a), (c), (d), (e), (f), (i) and (k), 6.03, 6.04 and 6.06; (vii) Section 8.01 (b); (viii)Sections 9.01 (a) and (c), 9.04, 9.05, 9.06, 9.07, 9.08 and 9.09; (ix) Sections 10.01, 10.03 and 10.04; (x) Article XI; and (xi) Section 12.04. (b) The General Conditions shall be modified as follows: (i) a new paragraph shall be added to the end of Section 2.01 to read as follows: "the term "Special Drawing Rights" and the symbol "SDR" mean special drawing rights as valued by the International Monetary Fund in accordance with its Articles of Agreement"; (ii) the term "Bank", wherever used in the General Conditions, other than in Sections 2.01 (8) and 6.02 (f) thereof and the last use of such term in Section 5.01 thereof, means the Trustee; (iii) the term "Borrower", wherever used in the General Conditions, means the Recipient; (iv) the term "Loan Agreement", wherever used in the General Conditions, means this Agreement; (v) the term "Loan" and "loan" wherever used in the General Page 3 Conditions, means the GET Grant; (vi) the term "Loan Account" wherever used in the General Conditions, means the GET Grant Account; and (vii) a new sub-paragraph shall be added after sub-paragraph (j) in Section 6.02 of the General Conditions, as follows: "An extraordinary situation shall have arisen in which any further disbursement under the GET Grant would exceed the resources available for disbursement from the GET". Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions and in the Recitals to this Agreement have the respective meanings therein set forth, and the following additional terms have the following meanings: (a) "Algerian Port Enterprises" means the Port Enterprise of Algiers (EPAL), the Port Enterprise of Arzew (EPAZ), the Port Enterprise of Bejaia (EPB) and the Port Enterprise of Skikda (EPS); (b) "Algeria GET Grant Agreement" means the agreement of even date herewith between Algeria and the Trustee for 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 January 1, 1985, as applied to such agreement, and all schedules and agree-ments supplemental to the Algeria GET Grant Agreement; (c) "Barcelona Convention" means the Convention for the Protection of the Mediterranean against Pollution, signed in Barcelona, Spain, on February 16, 1976, as amended from time to time, and that the Recipient has ratified; (d) "Basic Legislation" means the Law of the Recipient No. 72-05, dated February 15, 1972, pursuant to which OPNT has been established and is operating as an industrial and commercial public institution; (e) "Category" means a category of items to be financed out of the proceeds of the GET Grant as set forth in the table in paragraph 1 of Schedule 1 to this Agreement, and the term "Categories" means more than one Category collectively; (f) "Central Bank" means the Central Bank of Tunisia (Banque Centrale de Tunisie), established and operating pursuant to the Recipient's Law No. 58-90, dated September 19, 1958, as the same may be amended from time to time; (g) "Cooperative Agreement" means the agreement to be concluded among OPNT, the Algerian Port Enterprises and ODEP (as hereinafter defined), in accordance with the principles on cooperation in the area of pollution control, setting forth, on a permanent basis, the institutional arrangements necessary for, and the conditions and procedures applicable to, the use of personnel and equipment to combat accidental oil spills, as said use is to be devised in the regional contingency plan to be implemented by the Recipient pursuant to Part B.1 of the Project; (h) "CRCP" means the Regional Project Coordination Committee ( Comit