Nigeria - Gas Technical Assistance Project : Loan 2390 - Guarantee Agreement - Conformed

OFFIC[A LOAN NUMBER 2390 UNI Guantee Agreement (Gas Technical Assistance Project) between FEDERAL REPUBLIC OF NIGERIA and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated A 46e, 3 1986 LOAN NUMBER 2390 UNI GUARANTEE AGREEMENT AGREEMENT, dated 79A4-dAG1.3 , 1986, between FEDERAL REPUBLIC OF NIGERIA (hereinafter called the Guarantor) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (here- inafter called the Bank). WHEREAS by the Loan Agreement of even date herewith between the Bank and Nigerian National Petroleum Corporation (hereinafter called the Borrower) the Bank has agreed to make to the Borrower a loan in various currencies equivalent to twenty-five million dollars ($25,000,000), on the terms and conditions set forth in the Loan Agreement, but only on condition that the Guarantor agrees to guarantee the obligations of the Borrower in respect of such loan as hereinafter provided; and WHEREAS the Guarantor, in consideration of the Bank's enter- ing into the Loan Agreement with the Borrower, has agreed so 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 parties to this Agreement accept all the provisions of the General Conditions Applicable to Loan and Gua- rantee Agreements of the Bank dated October 27, 1980, with the same force and effect as if they were fully set forth herein, (said General Conditions Applicable to Loan and Guarantee Agree- ments being hereinafter called the General Conditions). Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions and Section 1.02 of the Loan Agreement have the respective meanings therein set forth. ARTICLE II Guarantee Section 2.01. Without limitation or restriction upon any of its other obligations under the Guarantee Agreement, the Guarantor hereby unconditionally guarantees, as primary obligor -2- 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, all as set forth in the Loan Agreement. ARTICLE III Other Covenants Section 3.01. (a) It is the mutual intention of the Guaran- tor and the Bank that no other external debt shall enjoy any priority over the Loan by way of a lien on governmental assets. (b) To that end the Guarantor: (i) represents that, at the date of this Agreement, no lien exists on any governmental assets as security for any external debt except as otherwise disclosed in writing by the Guarantor to the Bank; (ii) undertakes that, except as the Bank shall otherwise agree, if any such lien shall be created on any assets of the Guarantor or of any agency of the Guarantor (including assets of the Central Bank of Nigeria, or of any other institution performing the functions of a central bank 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 that, in the creation of any such lien, express provision will be made to that effect; and (iii) further undertakes that the Gua- rantor will, within the limits of its constitutional powers, make the foregoing undertaking effective with respect to liens on assets of any of the Guarantor's political subdivisions or of any agency of any such political subdivision, and to the extent that the Guarantor is unable, within the limits of its constitutional powers to make such undertaking effective, the Guarantor will give to the Bank an equivalent lien satisfactory to the Bank. The Guarantor shall promptly inform the Bank of the creation of any such lien. (c) The foregoing representation and undertaking shall not. apply to: (i) any lien created on property, at the time of pur- chase thereof, solely as security for payment of the purchase price of such property or as security for the payment of debt incurred for the purpose of financing the purchase 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. -3- (d) As used in this Section, the term "governmental assets" means assets of the Guarantor or of any of its political subdivi- sions or of any agency of the Guarantor or of any such political subdivision, including the Central Bank of Nigeria or any institution performing the functions of a central bank for the Guarantor. ARTICLE IV Representative of the Guarantor; Addresses Section 4.01. The Minister of Finance of the Guarantor is designated as representative of the Guarantor for the purposes of Section 11.03 of the General Conditions. Section 4.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Guarantor: The Permanent Secretary Federal Ministry of Finance P.M.B. 12591 Federal Secretariat, Ikoyi Lagos, Nigeria Cable address: Telex: PERMFIN 21248 NG Lagos For the Bank International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INTBAFRAD 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) -4- IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agreement to be signed in their respective names in the District of Columbia, United States of America, as of the day and year first above written. FEDERAL REPUBLIC OF NIGERIA By Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By Regional Vice President Western Africa INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Bank for Reconstruction and Develop- ment. In witness whereof I have signed this Certifi- cate and affixed the Seal of the Bank thereunto this ! day ofN 4.91 , 198k. FOR SECRETARY