Senegal - Port Of Dakar Project : Loan 0493 - Guarantee Agreement - Conformed

LOAN NUMBER 493 SE Guarantee Agreement (Port of Dakar Project) BETWEEN REPUBLIC OF SENEGAL AND INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT DATED MAY 1, 1967 LOAN NUMBER 493 SE Guarantee Agreement (Port of Dakar Project) BETWEEN REPUBLIC OF SENEGAL AND INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT DATED MAY 1, 1967 (uarantu Agroment AGREEMENT, dated May 1, 1967, between REPUBLIC OF SENEGAL (hereinafter called the Guarantor) and INTER- NATIONAL BANK FOR RECONSTRUCTION AND DEVELOP\ENT (hereinafter called the Bank). WH11-EREAs by an agreement of even date herewith between the Bank and the Port Autonome de Dakar (hereinafter called the Borrower), which agreement and the schedules therein referred to are hereinafter called the Loan Agree- ment, the Bank has agreed to make to the Borrower a loan in various currencies equivalent to four million dollars ($4,000,000) 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 as hereinafter provided; and AWIIEREAS the Guarantor, in consideration of the Bank's entering into the Loan Agreement with the Borrower, has agreed so to guarantee such obligations of the Borrower; Now THEREFORE tile parties hereto agree as follows: ARTICLE I SECTION 1.01. The parties to this Guarantee Agreement accept all the provisions of Loan Regulations No. 4 of the Bank dated February 15, 1961 as amended February 9, 1967, subject, however, to the modification thereof set forth in Section 1.01 of the Loan Agreement (said Loan Regu- lations No. 4 as so modified being hereinafter called the Loan Regulations), with the same force and effect as if they were fully set forth herein. SECTION 1.02. Wherever used in this Guarantee Agree- ment, unless the context shall otherwise require, the sev- 4 eral terms defined in the Loan Agreement shall have the respective meanings therein set forth. ARTICLE II SECTION 2.01. Without limitation or restriction upon any of the other covenants on its part in this Guarantee Agree- ment contained, the Guarantor hereby unconditionally guarantees, as primary obligor and not as surety merely, the due and punctual payment of the principal of, and the interest and other charges on, the Loan, the principal of and interest on the Bonds and the premium, if any, on the prepayment of the Loan or the redemption of the Bonds, and the punctual performance of all the covenants and agreements of the Borrower, all as set forth in the Loan Agreement and in the Bonds. SECTION 2.02. Without limitation or restriction upon the provisions of Section 2.01 of this Agreement, the Guarantor specifically undertakes, whenever there is reasonable cause to believe that the funds available to the Borrower will be inadequate to meet the estimated expenditures required for carrying out the Project, to make arrangements, satis- factory to the Bank, promptly to provide the Borrower or cause the Borrower to be provided with such funds as are needed to meet such expenditures. ARTICLE III SECTION 3.01. It is the mutual intention of the Guarantor and the Bank that no other external debt shall enjoy any priority over the Loan by way of a lien on governmental assets. To that end, the Guarantor undertakes that, except as the Bank shall otherwise agree, if any lien shall be created on any assets of the Guarantor as security for any external debt, such lien will ipso facto equally and ratably secure the payment of the principal of, and interest and other charges on, the Loan and the Bonds, and that in the creation of any such lien express provision will be made to 5 that effect; provided, however, that the foregoing pro- visions of this Section shall not apply to: (i) any lien created on property, at the time of purchase thereof, solely as security for the payment of the purchase price of such property; and (ii) any lien arising in the ordinary course of banking transactions and securing a debt maturing not more than one year after its date. The term "asset3 of the Guarantor" as used in this Section includes assets of the Guarantor or of any of its political subdivisions or of any agency of the Guarantor or any of its political subdivisions or of any institution which may be established to perform the functions of a central bank exclusively for the Guarantor, and any participation, share, right or other financial interest which the Guarantor may have in any institution (other than an agency of the Guarantor) performing such functions for the Guarantor. SECTIOx 3.02. (a) The Guarantor and the Bank shall cooperate fully to ensure that the purposes of the Loan will be accomplished. To that end, each of them shall furnish to the other all such information as it shall reasonably request with regard to the general status of the Loan. On the part of the Guarantor, such information shall include informa- tion with respect to the administration, operations and financial condition of the Borrower and to financial and economic conditions in the territories of the Guarantor and the international balance of payments position of the Guarantor. (b) The Guarantor and the Bank shall from time to time exchange views through their representatives with regard to the administration, operations and financial condition of the Borrower and other matters relating to the purposes of the Loan and the maintenance of the service thereof. The Guarantor shall promptly inform the Bank of any condition which interferes with, or threatens to interfere with, the accomplishment of the purposes of the Loan or the main- tenance of the service thereof. 6 (c) The Guarantor shall afford all reasonable opportu- nity for accredited representatives of the Bank to visit any part of the territoiies of the Guarantor for purposes related to the Loan. SECTION 3.03. The principal of, and interest and other charges on, the Loan and the Bonds shall be paid without deduction for, and free from, any taxes, aid free from all restrictions, imposed under the laws of the Guarantor or laws in effect in its territories, provided, however, that the provisions of this Section shall not apply to taxation of payinouts under any Bond to a holder thereof other than the Bank whou such Bond is beneficially owned by an individual or corporate residient of the Guarantor. SEcxiw 3.04. This Guarantoo Agroement, the Loan Agreement and the Bonds shall be free from any taxes that shall be imposed under the laws of the Guarantor or laws in effect in its territories on or in connection with the execution5 issue, deliverv or registration thereof. SECTION 3.05. The Guarantor shall at all times make available to the Borrower, promptly as needed, all funds, facilities, services and other resources which shall be required for carrying out the Project and for the efficient administration and operation of the port; shall take all action necessary on its part to cause and enable the Bor- rower promptly to perform its obligations under the Loan AgrOOment and shall not take or permit any action which would interfere with such performance. SECTION 3.06. The Guarantor shall take such action as shall be reasonable in the circumstances to facilitate passage through its territory of goods going to or coming from the Republic of Mali, in accordance with the International Traffic Agreement, the Customs Agreement, the Railway Agreement and the Free-Zone Agreement. __ 7 SECTION 3.07. The Guarantor shall from time to time take such action as may be necessary or appropriate on its part to ensure prompt compliance by the Borrower of its obligations under Section 5.14 of the Loan Agreement. ARTICLE IV SECTION 4.01. The Guarantor shall endorse, in accordance with the provisions of the Loan Regulatioins, its guarantee on the Bonds to be executed and delivered by the Borrower. The Minister of Finance of the Guarantor and such person or persons as he shall designate in writing are designated as the authorized representatives of the Guarantor for the purposes of Section 6.12 (b) of the Loan Regulations. ARTICLE V SECTION 5.01. The following addresses are specified for the purposes of Section 8.01 of the Loan Regulations: For the Guarantor: Ministry of Finance Dakar, Senegal Alternative address for cablegrams and radiograms: MINISTERE FINANCES DAKAR For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D. C. 20433 United States of America Alternative address for cablegrams and radiograms: INTBAFRAD WASHINGTON, D. C. 8 SECTION 5.02. The Minister of Finance of the Guarantor is designated for the purposes of Section 8.03 of the Loan Regulations. IN WITNESS WHEREOF the parties hereto, acting through their representatives thereunto duly authorized, have caused this Guarantee Agreement to be signed in their respective names and delivered in the District of Columbia, United States of America, as of the day and year first above written. REPUBLIC OF SENEGAL By /s/ F. KANE Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s/ SIMON ALDEWERELD Vice President