Ecuador - Second Guayaquil Port Project : Loan 1255 - Amending Agreement to the Loan Agreement and the Guarantee Agreement - Conformed

LOAN NUMBER 1255 EC (AMENDMENT) AMENDING AGREEMENT to the LOAN AGREEMENT (Second Guayaquil Port Project) dated May 24, 1976 and the GUARANTEE AGREEMENT (Second Guayaquil Port Project) dated May 24, 1976 between REPUBLIC OF ECUADOR and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and AUTORIDAD PORTUARIA DE GUAYAQUIL Dated If , 1977 AMENDING AGREEMENT AGREEMENT, dated K\e 4 , 1977, between REPUBLIC OF ECUADOR (hereinafter called the Guarantor), INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank) and AUTORIDAD PORTUARIA DE GUAYAQUIL (hereinafter called the Borrower). WHEREAS (A) the Bank and the Borrower entered into a Loan Agreement (Second Guayaquil Port Project) dated May 24, 19716 (hereinafter called the Loan Agreement), for the purpose of assisting in financing a project in the Port of Guayaquil, as such project is described in Schedule 2 co the Loan Agreement (hereinafter called the Project), and the Guarantor and the Bank entered into a Guaraatee Agreement (Second Guayaquil Port Project) of even date therewith (hereinafter called the Guarantee Agreement), whereby the Guarantor agreed to guarantee the obligations of the Borrower under the Loan Agreement; (B) The Borrower has entered with BNS International (Panama) S.A. (hereinafter called Co-Lender) and Smith Barney, Harris Upham and Co. Incorporated (hereinafter called the Manager) into the contract dated as of December 21, 1976 mentioned in Section 2.01 of this Agreement; (C) The Guarantor has entered with the Co-Lender into a guarantee agreement, dated December 21, 1976, guaranteeing, inter alia, the debt of the Borrower under the loan agreement referred to in (B) above; (D) The Guarantor has undertaken in Section 2.02 of the Guarantee Agreement to assist the Borrower in financing the cost of the Project; (E) The Guarantor, the Borrower and the Co-Lender have requested the Bank to amend the Loan Agreement and the Guarantee Agreement to reflect the execution of the agreements referred to in (B) and (C) above; NOW THEREFORE, the parties hereto hereby agree as follows: -2- ARTICLE I Definitions Section 1.01. Wherever used in this Amending Agreement, unless the context otherwise requires, the several terms defined in the Loan Agreement, in the Preamble to this Agreement and in the General Conditions Applicable to Loan and Guarantee Agreements of the bank, dated March 15, 1974, have the respective meanings therein set forth and the term "Memorandum of Agreement" means the Memorandum of Agreement entered or to be entered into between the Guarantor, the Bank, the Borrower the Co-Lender and the Manager, providing for the handling of matters of mutual interest concerning the Project including, inter alia, disbursement of funds, exchange of information, changes in the Project and other action to be taken under the Loan Agreement and the Co-Lending Contract. ARTICLE II Amendments to the Loan Agreement Section 2.01. Paragraphs (c) and (d) of Section 1.02 of the Loan Agreement are amended to read as follows: "(c) 'Co-Lending Contract' means the contract for a loan in an aggregate amount of $10,000,000 to provide financial assistance to the Borrower in respect of the foreign exchange cost of the Project, entered into between the Borrower and BNS International (Panama) S.A. (hereinafter called 'Co-Lender ') and Smith Barney, Harris Upham and Co. Incorporated (hereinafter called the Manager), dated as of December 21, 1976; any loan made or to be made by such Co-Lender under such Co-Lending Contract to be hereinafter called 'Co-Lender 's Loan ';" and "(d) 'Guarantor's Loan Contract' means a contract satisfactory to the Bank providing for the loan referred to in Section 2.02 (a) of the Guarantee Agreement; such loan to be called hereinafter 'Guarantor 's Loan ;" Sect4on 2.02. Paragraph (b) of Section 3.01 of the Loan Agreement is amended to read as follows: -3- "(b) Unless the Bank shall otherwise &gree, the Borrower shall enter, not later than December 31, 1977, into the Guarantor's Loan Contract, and exercise its rights and comply with its obligations thereunder and under the Co-Lending Contract in such manner as to protect the interests of the Bank and the Borrower, and shall not take or concur in any action which would have the effect of amending, abrogating, assigning, vaiving or failing to enforce such Guarantor 's Loan Contract or Co-Lending Contract, or any provision thereof." Section 2.03. Paragraph (b) of Section 6.01 and paragraph (b) * of Section 6.02, both of the Loan Agreement, are amended by delet- ing the words "First Guarantor's Loan" and "Second Guarantor's Loan" wherever they appear therein and replacing such words by the words "Co-Lender's Loan" and "Guarantor's Loan," respectively. Section 2.04. Paragraph (a) of Section 7.01 of the Loau Agreement is amended to read as follows: "(a) that all conditions precedent to initial disbursements under the Co-Lending Contract except for the conditions set forth in Sections 3.1 (b) and 3.2 (d) of such Co-Lending Contract, have been fulfilled; and" Section 2.05. Paragraph (a) of Section 7.02 of the Loan Agreement is amended to read as follows: "(a) that the execution and delivery of the Co-Lending Contract have been duly authorized or ratified by all necessary corporate and governmental action, and that such Co-Lending Contract is legally binding upon the Borrower and the Co-Lender and the Manager in accordance with its terms; and" ARTICLE III Amendments to the Guarantee Agreement Section 3.01. Sub-paragraph (i) of paragraph (a) of Section 2.02 of the Guarantee Agreement is deleted. Section 3.02. The symbols ";" and "(ii)", and the word "and" between such symbols, are deleted from the seventh line of Section 2.02 of the Guarantee Agreement. -4- ARTICLE IV Effective Date; Termination Section 4.01. This Amending Agreement shall not become effective until evidence satisfactory to the Bank shall have been furnished to the Bank that: (a) the execution and delivery of this Amending Agreement on behalf of, respeitively, the Guarantor and the Borrower, have been duly authorized or ratified by all necessary governmental and corporate action; and (b) the execution and delivery of the Memorandum of Agreement on behalf of the Guarantor and the Borrower have been duly authorized or ratified by all necessary governmental and corporate action. Section 4.02. As part of the evidence to be furnished pursuant to Section 4.01 of this Amending Agreement, there shall be furnished to the Bank an opinion or opinions satisfactory to the Bank of counsel acceptable to the Bank showing: (a) on behalf of the Guarantor, that this Amending Agreement and the Memorandum of Agreement have been duly authorized or ratified by, and executed and delivered on behalf of, the Guarantor, and that this Amending Agreement, the Guarantee Agreement as amended by this Amending Agreement and the Memorandum of Agreement, constitute valid and binding obligations of the Guarantor in accordance with their terms; and (b) on behalf of the 30rrower, that this Amending Agreement and the Memorandum of Agreement have been duly authorized or ratified by, and executed and delivered on behalf of, the Borrower, and that this Amending Agreement, the Loan Agreement as amended by this Amending Agreement, and the Memorandum of Agreement constitute valid and binding obligations of the Borrower in accordance with their terms. Section 4.03. This Amending Agreement shall come into force and effect on Lhe date on which the Bank dispatches to the Guarantor and the Borrower notice of the acceptance by the Bank of the evidence required by Sections 4.01 and 4.02 of this Amending Agreement. Section 4.04. If this Agreement shall not have come into force and effect by March 31, 1977, this Amending Agreement and all obligations of the parties hereunder shall terminate unless the Bank, after consideration of the reasons for the delay, establishes a later date for the purposes of this Section. The Bank shall promptly notify the Guarantor and the Borrower of such later date. If this Amending Agreement shall terminate under the provisions of this Section, the provisions of the Guarantee Agreement and of the Loan Agreement shall continue to read as if this Amending Agreement had not been executed. IN WITNESS WHEREOF, the parties hereto, acting through * their representatives thereunto duly authorized, have caused this Amending Agreement to be signed in their respective names in the District of Columbia, United States of Americr, as of the day and year first above written. REPUBLIC OF ECUADOR By I Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By JS LW Regional Vice President Latin America and the Caribbean AUTORIDAD PORTUARIA DE GUAYAQUIL By 12 Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT CERTIFICATE I hereby certify that the foregoing is a true copy of the original in bhe 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 L day of4 L, 197. * FOR SECRETARY