Ghana - Second Highway Project : Credit 0594 - Credit Agreement - Conformed

CONFORMED COPY 9 CREDIT NUMBER 594 GH Development Credit Agreement (Second Highway Project) BETWEEN REPUBLIC OF GHANA AND INTERNATIONAL DEVELOPMENT ASSOCIATION DATED DECEMBER 23, 1975 CONFORMED COPY CREDIT NUMBER 594 GH Development Credit Agreement (Second Highway Project) BETWEEN REPUBLIC OF GHANA AND INTERNATIONAL DEVELOPMENT ASSOCIATION DATED DECEMBER 23, 1975 DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated December 23, 1975, between REPUBLIC OF GHANA (hereinafter called the Borrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION (hereinafter called the Association). WHEREAS (A) The Borrower has requested the Association to assist in the financing of the foreign exchange cost of Part A of the Project described in Schedule 2 to the Loan Agreement (Second Highway Project) of even date herewith between the Borrower and the Bank (hereinafter called the Loan Agreement) by extending the Credit as hereinafter provided; (B) The Borrower has also requested the Bank to provide additional financial assistance towards the financing of the Project, and, by the Loan Agreement, the Bank agrees to provide such assistance in an aggregate principal amount equivalent to eighteen million dollars ($18,000,000) (hereinafter called the Loan); (C) Canada, the United Kingdom of Great Britain and Northern Ireland, and the United Nations Development Programme have agreed to contribute towards the financing of technical assistance required for the carrying out of the Project (hereinafter collectively called the Joint Loans); and (D) The Association is willing, on the basis inter alia of the foregoing, to make the Credit available upon the terms and conditions set forth hereinafter; 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 Development Credit Agreements of the Association, dated March 15, 1974, with the same force and effect as if they were fully set forth herein, subject, however, to the following modification thereof (said General Conditions Applicable to Development Credit Agreements of the Association, as so modified, being hereinafter called the General Conditions): Section 2.01, paragraph (a), is amended to read: 4 "The term Project means the project for which the Credit is granted, as described in Part A of Schedule 2 to the Loan Agreement (Second Highway Project) between Republic of Ghana and the Bank and as the description thereof may be amended from time to time." Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions, in the Preamble to this Agreement and in the Loan Agreement have the respective meanings therein set forth, and the term "Loan Agreement" means the agreement of even date herewith between the Borrower and the Bank 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 Loan and Guarantee Agreements of the Bank, dated March 15, 1974, as made applicable to such agreement, all agreements supplemental to the Loan Agreement and all schedules to the Loan Agreement. ARTICLE II The Credit Section 2.01. The Association agrees to lend to the Borrower, on the terms and conditions in the Development Credit 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 Credit may be withdrawn from the Credit Account in accordance with the provisions of Schedule I to the Loan Agreement, as such Schedule may be amended from time to time by agreement between the Borrower, the Association and the Bank, for expenditures made (or, if the Association shall so agree, to be made) in respect of the reasonable cost of goods and services required for Part A of the Project and to be financed out of the proceeds of' the Credit. Section 2.03. Except as the Association shall otherwise agree, the goods, works or services (other than consultants' services) for Part A of the Project to be financed out of the proceeds of the Credit, shall be procured in accordance with the provisions set forth or referred to in Schedule 4 to the Loan Agreement, and any action by the Bank contemplated by such Schedule shall, if and to the extent required for the purposes of this Agreement. be deemed to have been taken simultaneously by the Association, unless such Schedule expressly requires the agreement of the Association. Section 2.04. The Closing Date shall be December 31, 1980, or such later date as the Association shall establish. The Association shall promptly notify the Borrower of such later date. 5 Section 2.05. The Borrower shall pay to the Association a service charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal amount of the Credit withdrawn and outstanding from time to time. Section 2.06. Service charges shall be payable semi-annually on June 15 and December 15 in each year. Section 2.07. The Borrower shall repay the principal amount of the Credit in semi-annual installments payable on each June 15 and December 15 commencing June 15, 1986, and ending December 15, 2025, each installment to and including the installment payable on December 15, 1995, to be one-half of one per cent (1/2 of 1 ) of such principal amount, and each installment thereafter to be one and one-half per cent (1-1/2%) of such principal amount. Section 2.08. The currency of the United States of America is hereby specified for the purposes of Section 4.02 of the General Conditions. ARTICLE III Provisions of the Loan Agreement Section 3.01. The parties to this Agreement accept all the provisions of Sections 3.01, 3.02, 3.04, 3.05, 3.06 and 4.02 through 4.06 of the Loan Agreement with the same force and effect as if they were expressly stipulated between the Borrower and the Association and fully set forth herein, and, except as the Association may otherwise agree, the force and effect of such provisions under this Agreement shall not be affected by the termination of the Loan Agreement in accordance with its terms. Section 3.02. Except as the Association may otherwise agree, the Borrower shall not take or concur in any action which would have the effect of amending, abrogating, assigning or waiving the Loan Agreement or any provision of Sections 1.02, 3.01, 3.02, 3.04, 3.05, 3.06 and 4.02 through 4.06 of, and of Schedules 1, 2 and 4 to, the Loan Agreement. ARTICLE IV Remedies of the Association Section 4.01. For the purposes of Section 6,02 of the General Conditions, the following additional events are specified pursuant to paragraph (h) thereof: 6 (a) The Borrower shall have failed to perform any covenant, agreement or obligation of the Borrower under the Loan Agreement. (b) The Ghana Highway Authority Decree, 1974 (N.R.C.D. 298) shall have been amended, suspended, abrogated, repealed or waived so as to materially and adversely affect the financial condition or the operations of GHA. (c) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of GHA or for the suspension of its operations. (d) The right of the Borrower to use any of the proceeds of the Joint Loans shall have been suspended or terminated due to a default on the part of the Borrower or GHA, unless the Borrower shows to the satisfaction of the Association that adequate financing is available in such form and currency or currencies as shall be required to meet the shortfall resulting from such suspension or termination. Section 4.02. For the purposes of Section 7.01 of the General Conditions, the following additional events are specified pursuant to paragraph (d) thereof, namely, that any event specified in paragraphs (a) through (c) of Section 4.01 of this Agreement shall occur and shall continue for a period of 60 days after notice thereof shall have been given by the Association to the Borrower. ARTICLE V Effective Date; Termination Section 5.01. The following event is specified as an additional condition to the effectiveness of the Development Credit Agreement within the meaning of Section 12.01(b) of the General Conditions, namely, that the execution and delivery of the Loan Agreement on behalf of the Borrower have been duly authorized or ratified by all necessary governmental action. Section 5.02. The following is specified as an additional matter, within the meaning of Section 12.02(b) of the General Conditions, to be included in the opinion or opinions to be furnished to the Association, namely, that the Loan Agreement has been duly authorized or ratified by, and executed and delivered on behalf of, the Borrower, and is legally binding upon the Borrower in accordance with its terms. Section 5.03. The date February 23, 1976 is hereby specified for the purposes of Section 12.04 of the General Conditions. 7 Section 5.04. The obligations of the Borrower under Article III of this Agreement and the provisions of Section 4.02 of this Agreement shall cease and determine on the date on which the Development Credit Agreement shall terminate or on a date twenty-five years after the date of this Agreement, whichever shall be the earlier. ARTICLE VI Representative of the Borrower; Addresses Section 6.0 1. The Senior Principal Secretary, the Principal Secretary, Control Division, and the Director of Budget, Ministry of Finance of the Borrower are each individually 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: The Principal Secretary Ministry of Economic Planning P.O. Box M76 Accra, Ghana Cable address: ECONOMICOM Accra For the Association: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: INDEVAS Washington, D.C. 8 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. REPUBLIC OF GHANA By /s / Samuel E. Quarm Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By /s I E. Peter Wright Acting Regional Vice President Western Africa