Conformed Copy - L4402 - Fes Rehabilitation Project - Project Agreement

Page 1 CONFORMED COPY LOAN NUMBER 4402-MOR Project Agreement (Fes Rehabilitation Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and AGENCE POUR LA DEDENSIFICATION ET LA REHABILITATION DE LA MEDINA DE FES Dated December 10, 1998 LOAN NUMBER 4402-MOR PROJECT AGREEMENT AGREEMENT, dated December 10, 1998, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the Bank) and AGENCE POUR LA DEDENSIFICATION ET LA REHABILITATION DE LA MEDINA DE FES (ADER-Fes). WHEREAS (A) by the Loan Agreement of even date herewith between Kingdom of Morocco and the Bank (the Kingdom Loan Agreement), the Bank has agreed to lend to the Kingdom of Morocco an amount equal to forty million nine hundred thousand French Francs (FRF40,900,000), on the terms and conditions set forth in the Loan Agreement, but only on condition that ADER-Fes agree to undertake such obligations toward the Bank as are set forth in this Agreement; (B) by a convention (the Convention) entered into between the Ministries in charge of the Interior, Culture and Finance of the Kingdom of Morocco, the Commune Urbaine of Fes-Medina, the Commune Urbaine of Mechouar Fes-Jedid and ADER-Fes, the proceeds of the Loans provided for under the Kingdom Loan Agreement will be made available to ADER-Fes on terms and conditions set forth in said Convention to assist ADER-Fes to carry out Parts A; B.1(a); C.2; E 1; E.3 and E.4 of the Project; (C) by a Loan Agreement of even date herewith between the Bank and the Commune Urbaine of Fes Medina (the Commune Urbaine Loan Agreement), the Bank has Page 2 agreed to lend to the Commune Urbaine of Fes Medina an amount equal to forty million nine hundred thousand French Francs (FRF40,900,000), on the terms and conditions set forth in the Loan Agreement, for the execution of Parts B.1(c), (d), and (e); B.2; C.1; D; and E.2 of the Project, with the assistance of ADER-Fes, under the terms of the Convention; and WHEREAS ADER-Fes, in consideration of the Bank's entering into the Kingdom Loan Agreement with the Borrower, has agreed to undertake the obligations set forth in this Agreement; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I Definitions Section 1.01. Unless the context otherwise requires, the several terms defined in the Loan Agreement, the Preamble to this Agreement and in the General Conditions (as so defined) have the respective meanings therein set forth, and the following additional terms have the following meaning: (a)