Senegal - Fourth Highway Project : Loan 1810 - Loan Agreement - Conformed

FFICI.AL LOAN NUMBER 1810 SE DOCUMENTS Loan Agreement (Fourth Highway Project) between REPUBLIC OF SENEGAL and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated , 1980 LOAN VUMBER 1810 SE LOAN AGREEMENT AGREEMENT, dated , 1980, between REPUBLIC OF SENEGAL (hereinafter called the Borrower) and INTER- NATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank). WHEREAS (A) the Borrower has requested the Bank to assist in the financing of the Project described in Schedule 2 to the Development Credit Agreement by making the Loan as hereinafter provided; (B) the Borrower has also requested the International Development Association (hereinafter called the Association) to provide additional financial assistance towards the financing of the Project and by an agreement of even date herewith between the Borrower and the Association (hereinafter called the Develop- ment Credit Agreement) the Association is agreeing to provide such assistance in an aggregate principal amount equivalent to twenty-eight million dollars ($28,000,000) (hereinafter called the Credit); (C) the Borrower and the Bank intend, to the extent practi- cable, that the proceeds of the Credit provided for in the Development Credit Agreement be disbursed on account of expendi- tures on the Project before disbursements of the proceeds of the Loan provided for in this Agreement are made; (D) by agreement dated September 7, 1979, (hereinafter called the OECF Loan Agreement), the Overseas Economic Coopera- tion Fund of Japan (hereinafter called OECF) has agreed to make a loan (hereinafter called the OECF Loan) to the Borrower in an aggregate principal amount of two billion and five hundred million Yen (Y2,500,000,000) to assist in financing Part F of the Project on the terms and conditions therein set forth; and WHEREAS the Bank has agreed, on the basis inter alia of the foregoing, to make the Loan to the Borrower upon the terms and conditions hereinafter set forth; NOW THEREFORE the parties hereto hereby agree as follows: -2- 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 Guarantee Agreements of the Bank, dated March 15, 1974, with the same force and effect as if they were fully set forth herein, subject, however, to the following modifications thereof (said General Conditions Applicable to Loan and Guarantee Agree- ments of the Bank, as so modified, being hereinafter called the General Conditions): (a) Paragraph 11 of Section 2.01 is deleted and the follow- ing is substituted therefor: "ll. The term Project means the project for which the Loan is granted, as described in the Development Credit Agreement (as such term is defined in the Loan Agreement) and through incorporation of such descrip- tion by reference in the Loan Agreement, and as the description thereof may be amended from time to time by agreement between the Borrower, the Bank and the Asso- ciation." (b) Paragraph (c) of Section 6.02 is deleted and the follow- ing is substituted therefor: "(c) The Borrower shall have failed to perform any other obligation under the Loan Agreement or the Development Credit Agreement (as such term is defined in the Loan Agreement)." (c) Paragraph (e) of Section 7.01 is deleted and the follow- ing is substituted therefor: "(e) A default shall occur in the performance of any other obligation on the part of the Borrower under the Loan Agreement or the Development Credit Agreement (as such term is defined in the Loan Agreement), and such default shall continue for a period of sixty days after notice thereof shall have been given by the Bank or the Association to the Borrower." Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the -3- General Conditions and in the Development Credit Agreement have the respective meanings therein set forth and the following additional tervy have the following meanings: (a) "Development Credit Agreement" means the agreement of even date herewith between the Borrower and the Association for the purpose of 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 March 15, 1974, as made applicable to such agreement, all agreements supplemental to the Development Credit Agreement and all schedules to the Development Credit Agreement; and (b) "Credit" means the development credit provided for in the Development Credit Agreement. ARTICLE II The Loan Section 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions in the Loan Agreement set forth or referred to, an amount in various currencies equivalent to ten million dollars ($10,000,000). Section 2.02. The amount of the Loan may be withdrawn from the Loan Account in accordance with the provisions of Schedule 1 to the Development Credit Agreement, as such Schedule may be amended from time to time by agreement between the Bor- rower, the Bank and the Association, for expenditures made (or, if the Bank shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Project and to be financed out of the proceeds of the Loan. Section 2.03. Except as the Bank shall otherwise agree, procurement of the goods and civil works to be financed out of the proceeds of the Loan, shall be governed by the provisions of Schedule 3 to the Development Credit Agreement. Section 2.04. The Closing Date shall be June 30, 1984 or such later date as the Bank shall establish. The Bank shall promptly notify the Borrower of such later date. Section 2.05. The Borrower shall pay to the Bank a commitment charge at the rate of three-fourths of one per cent (3/4 of -4- 1%) per annum on the principal amount of the Loan not withdrawn from time to time. Section 2.06. The Borrower shall pay interest at the rate of eight and twenty-five hundredths per cent (8.25%) per annum on the principal amount of the Loan withdrawn and outstanding from time to time. Section 2.07. Interest and other charges shall be payable semiannually on April 15 and October 15 in each year. Section 2.08. The Borrower shall repay the principal amount of the Loan in accordance with the amortization schedule set forth in the Schedule to this Agreement. ARTICLE III Execution of the Project; Other Covenants Section 3.01. The Sections of Articles III and IV of the Development Credit Agreement and Schedules 1, 2 and 3 thereto, as such Sections and Schedules may be amended from time to time, are hereby incorporated into this Agreement with the same force and effect as if they were fully set forth herein; provided, however, that for the purposes of this Agreement: (i) all references to the Association in any such Section and Schedule (except Schedule 1) shall be deemed to be references to the Bank; (ii) all references to the Credit in any such Section shall be deemed to be references to the Loan; and (iii) all references to the Credit Account in said Schedule 3 shall be deemed to be references to the Loan Account. Section 3.02. As long as any part of the Credit shall remain unwithdrawn or outstanding, all action taken, including approvals given, by the Association pursuant to the Sections and Schedules of the Development Credit Agreement referred to in Section 3.01 of this Agreement, Section 2.03 of the Development Credit Agreement, or any agreement supplemental to the Loan Agreement and the Development Credit Agreement, shall be deemed to be taken or given in the name and on behalf of both the Association and the Bank; and all information furnished by the Borrower to the Association pursuant to the provisions of such Sections, Schedules and supple- mental agreements shall be deemed to be furnished to both the Association and the Bank. -5- Section 3.03. (a) It is the policy of the Bank, in making loans to, or with the guarantee of, its members not to seek, in normal circumstances, special security from the member con- cerned but to ensure that no other external debt shall have priority over its loans in the allocation, realization or distri- bution of foreign exchange held under the control or for the benefit of such member. To that end, if any lien shall be created on any public assets (as hereinafter defined), as security for any external debt, which will or might result in a priority for the benefit of the creditor of such external debt in the allo- cation, realization or distribution of foreign exchange, such lien shall, unless the Bank shall otherwise agree, ipso facto and at no cost to the Bank, equally and ratably secure the principal of, and interest and other charges on, the Loan, and the Borrower, in creating or permitting the creation of such lien, shall make express provision to that effect; provided, however, that, if for any constitutional or other legal reason such provision cannot be made with respect to any lien created on assets of any of its political or administrative subdivisions, the Borrower shall promptly and at no cost to the Bank secure the principal of, and interest and other charges on, the Loan by an equiv 7alent lien on other public assets satisfactory to the Bank. (b) The foregoing undertaking shall not apply to: (i) any lien created on property, at the time of purchase thereof, solely as security for 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. (c) As used in this Section, the term "public assets" means assets of the Borrower, of any political or administrative subdivision thereof and of any entity Lwned or controlled by, or operating for the account or benefit of, the Borrower or any such subdivision, including gold and other foreign exchange assets held by any institution performing the functions of a central bank or exchange stabilization fund, or similar functions, for the Borrower. ARTICLE IV Remedies of the Bank Section 4.01. (a) For the purposes of Section 6.02 of the General Conditions, the following additional events are specified -6- pursuant to paragraph (k) thereof, namely, that subject to para-- graph (b) of this Section: (i) the right of the Borrower to withdraw the proceeds of any loan made to the Borrower for the financing of the Project shall have been suspended, cancelled or terminated in whole or in part, pursuant to the terms of the agreement providing therefor, or (ii) any such loan shall have become due and payable prior to the agreed maturity thereof. (b) Paragraph (a) of this Section shall not apply if: (i) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (ii) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 4.02. For the purposes of Section 7.01 of the General Conditions, the following additional event is specified pursuant to paragraph (h) thereof, namely that the event specified in paragraph (a) (ii) of Section 4.01 of this Agreement shall occur. ARTICLE V Effective Date; Termination Section 5.01. The following event is specified as an addi- tional condition to the effectiveness of the Loan Agreement within the meaning of Section 12.01 (c) of the General Conditions, namely, that all conditions precedent to the effectiveness of the Development Credit Agreement, other than the fulfillment of the conditions precedent to the effectiveness of the Loan Agreement, have been met. Section 5.02. The date i kx O , is hereby specified for the purposes of Section 2.04 of the General Condi- tions. Section 5.03. All the provisions of this Agreement, including those incorporated therein by reference to the Development Credit -7- Agreement, shall continue in full force and effect notwithstanding termination of the Development Credit Agreement. ARTICLE VI Representative of the Borrower; Addresses Section 6.01. The Minister responsible for Finance of the Borrower is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions. Section 6.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Borrower: Ministere de 1'Economie et des Finances Rue Charles Latne B.P. 4017 Dakar Senegal Cable address: Telex: MINIFINANCES 512 Dakar, Senegal TRESOR SG 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) 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 -8 - District of Columbia, United States of America, as of the day and year first above written. REPUBLIC OF SENEGAL By Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT 5Lc f LD lQl ?"th By Atc Regional Vice President Western Africa -9- SCHEDULE Amortization Schedule Payment of Principal Date Payment Due (expressed in dollars)* On each April 15 and October 15 beginning October 15, 1985 through October 15, 1999 335,000 On April 15, 2000 285,000 * To the extent that any portion of the Loan is repayable in a currency other than dollars (see General Conditions, Section 4.02), the figures in this column represent dollar equivalents determined as for purposes of withdrawal. - 10 - Premiums on Prepayment The following percentages are specified as the premiums payable on repayment in advance of maturity of any portion of the principal amount of the Loan pursuant to Section 3.05 (b) of the General Conditions: Time of Prepayment Premium Not more than three years before maturity 1.25% More than three years but not more than six years before maturity 2.50% More than six years but not more than eleven years before maturity 4.55% More than eleven years but not more than sixteen years before maturity 6.60% More than sixteen years but not more than eighteen years before maturity 7.40% More than eighteen years before maturity 8.25% 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 2~AdUday of A 9 191L. FOR SECRETARY