Conformed Copy - L2999 CM - Second Urban Project - Project Agreement 1

Page 1 CONFORMED COPY LOAN NUMBER 2999 CM (Second Urban Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and MISSION D'AMENAGEMENT ET D'EQUIPEMENT DES TERRAINS URBAINS ET RURAUX Dated January 25, 1989 LOAN NUMBER 2999 CM MAETUR PROJECT AGREEMENT AGREEMENT, dated January 25, 1989, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the Bank) and MISSION D'AMENAGEMENT ET D'EQUIPEMENT DES TERRAINS URBAINS ET RURAUX (MAETUR). WHEREAS (A) by the Loan Agreement of even date herewith between Republic of Cameroon (the Borrower) and the Bank, the Bank has agreed to make available to the Borrower an amount in various currencies equivalent to one hundred forty-six million dollars ($146,000,000) on the terms and conditions set forth in the Loan Agreement, but only on condition that MAETUR agree to undertake such obligations toward the Bank as are set forth in this Agreement; and (B) by a financing agreement to be entered into between CFC and MAETUR, part of the proceeds of the Loan provided for under the Loan Agreement will be made available to MAETUR on the terms and conditions set forth in said MAETUR Financing Agreement; and Page 2 WHEREAS MAETUR, in consideration of the Bank's entering into the 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 the General Conditions (as so defined) have the respective meanings therein set forth. ARTICLE II Execution of the Project Section 2.01. MAETUR declares its commitment to the objectives of the Project as set forth in Schedule 2 to the Loan Agreement and, to this end, shall carry out Part B.1 (d)(i) and (ii) and B.1 (e)(ii) of the Project, through ARAN, and cooperate with, and assist, CFC in the carrying out of Parts B.1 (d)(iii) and B.1 (e)(iii) of the Project, with due diligence and efficiency and in conformity with appropriate administrative, financial, engineering and urban development practices, and shall provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for said Parts of the Project. Secton 2.02. Except as the Bank shall otherwise agree, MAETUR shall, in carrying out Parts B.1 (d)(ii) and B.1 (e)(ii) of the Project, ensure that the sale price of lots to beneficiaries shall cover at least the aggregate costs to MAETUR of: (a) land acquisition; (b) design, supervision and overhead cost for construction of on-site infrastructure; and (c) the cost of such construction (including interest paid by MAETUR on sums borrowed therefor). A portion of said costs in respect of certain items of on-site infrastructure, to be determined by agreement between the Borrower, the Bank and MAETUR, shall not be required to be so covered for beneficiaries. Section 2.03. Except as the Bank shall otherwise agree, procurement of the goods, works and consultants' services required for the Project and to be financed out of the proceeds of the Loan shall be governed by the provisions of Section 3.03 of the Loan Agreement. Section 2.04. MAETUR, shall carry out the obligations set forth in Sections 9.04, 9.05, 9.06, 9.07, 9.08 and 9.09 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of the MAETUR Project Agreement and Parts B.1 (d)(i) and (ii) and B.1 (e)(ii) of the Project. Section 2.05. MAETUR shall duly perform all its obligations under the MAETUR Financing Agreement. Except as the Bank shall otherwise agree, MAETUR shall not take or concur in any action which would have the effect of amending, abrogating, assigning or waiving the MAETUR Financing Agreement or any provision thereof. Section 2.06. (a) MAETUR shall, at the request of the Bank, exchange views with the Bank with regard to the progress of Part B.1 (d) and (e) of the Project, the performance of its obligations under this Agreement and under the MAETUR Financing Agreement and other matters relating to the purposes of the Loan. (b) MAETUR shall promptly inform the Bank of any condition which interferes or threatens to interfere with the progress of Part B.1 (d) and (e) of the Project, the accomplishment of the purposes of the Loan, or the performance by MAETUR of its obligations under this Agreement and under the MAETUR Financing Agreement. ARTICLE III Management and Operations of MAETUR Page 3 Section 3.01. MAETUR shall carry on its operations and conduct its affairs in accordance with sound administrative, economic, financial and urban development practices under the supervision of qualified and experienced management assisted by competent staff in adequate numbers. Section 3.02. MAETUR shall at all times operate and maintain its equipment and other property and, from time to time, promptly as needed, make all necessary repairs and renewals thereof, all in accordance with sound engineering, financial and management practices. Section 3.03. MAETUR shall take out and maintain with responsible insurers, or make other provision satisfactory to the Bank for, insurance against such risks and in such amounts as shall be consistent with appropriate practice. Section 3.04. Except as the Bank may otherwise agree, MAETUR shall at all times take all steps necessary to maintain its right to carry on its operations, and to acquire and to retain such interest in land and properties, and to acquire, maintain and renew such concessions, licenses, consents, franchises or other rights, as may be necessary or useful for the execution and operation of the Parts of the Project for which it is responsible. ARTICLE IV Financial Covenants Section 4.01. (a) MAETUR shall maintain records and accounts adequate to reflect in accordance with sound accounting practices its operations and financial condition. (b) MAETUR shall: (i) have its records, accounts and financial statements (balance sheets, statements of income and expenses and related statements) for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six months after the end of each such year: (A) certified copies of its financial statements for such year as so audited,and (B) the report of such audit by said auditors of such scope and in such detail as the Bank shall have reasonably requested; and (iii) furnish to the Bank such other information concerning said records, accounts and financial statements as well as the audit thereof as the Bank shall from time to time reasonably request. ARTICLE V Effective Date; Termination; Cancellation and Suspension Section 5.01. This Agreement shall come into force and effect on the date upon which the Loan Agreement becomes effective. Section 5.O2. This Agreement and all obligations of the Bank and of MAETUR thereunder shall terminate on the date on which the Loan Agreement shall terminate in accordance with its terms, and the Bank shall promptly notify MAETUR thereof. Section 5.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancellation or suspension under the General Conditions. ARTICLE VI Miscellaneous Provisions Page 4 Section 6.01. Any notice or request required or permitted to be given or made under this Agreement and any agreement between the parties contemplated by this Agreement shall be in writing. Such notice or request shall be deemed to have been duly given or made when it shall be delivered by hand or by mail, telegram, cable, telex or radiogram to the party to which it is required or permitted to be given or made at such party's address hereinafter specified or at such other address as such party shall have designated by notice to the party giving such notice or making such request. The addresses so specified are: 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) For MAETUR: Mission d'Amenagement et d'Equipement des Terrains Urbains et Ruraux (MAETUR) Bo