Conformed Copy - TF021924 - Ozone Protection Pilot Recycling and Training Project - Ozone Projects Trust Fund Grant Agreement

Page 1 CONFORMED COPY OTF GRANT NUMBER 21924 ME (Ozone Protection Pilot Recycling and Training Project) among UNITED MEXICAN STATES and NACIONAL FINANCIERA, S.N.C. and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT acting as Trustee of the Ozone Projects Trust Fund Dated April 16, 1992 OTF GRANT NUMBER 21924 ME OZONE PROJECTS TRUST FUND GRANT AGREEMENT AGREEMENT, dated April 16, 1992, among NACIONAL FINANCIERA, S.N.C. (the Recipient), UNITED MEXICAN STATES (the Guarantor) and the INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT, acting as Trustee of grant funds provided by Parties to the Montreal Protocol on Page 2 Substances that Deplete the Ozone Layer into the Ozone Projects Trust Fund (OTF) (the Trustee). WHEREAS (A) the International Bank for Reconstruction and Development (the Bank) pursuant to Resolution No. 91-5 of March 14, 1991, of the Executive Directors of the Bank (the Resolution), established the Global Environment Facility consisting of the Global Environment Trust Fund (GET), the OTF and Cofinancing Arrangements with the GET, to assist in the protection of the global environment and promote thereby environmentally sound and sustainable economic development; WHEREAS (B) the Parties to the Montreal Protocol on Substances that Deplete the Ozone Layer to the Vienna Convention for the Protection of the Ozone Layer have established the Interim Multi-lateral Fund (Fund) for the Implementation of the Montreal Protocol to operate under the authority of the said Parties to provide the financing of agreed incremental costs to enable the Parties operating under paragraph 1 of Article 5 of the Protocol to comply with control measures provided for in the Protocol; WHEREAS (C) the Executive Committee of the Fund and the Bank have entered into an agreement effective on July 9, 1991, pursuant to which the Executive Committee has agreed to provide funds to the OTF to be administered by the Bank as Trustee in accordance with the provisions of the said agreement and the Resolution; WHEREAS (D) the Recipient and the Guarantor, having satisfied themselves as to the feasibility and priority of the Project described in Schedule 2 to this Agreement (at times also referred to as the OTF Grant Agreement), have requested assistance from the resources of the OTF in the financing of the Project, and the Trustee has determined that such assistance would be in accordance with the provisions of the Resolution; WHEREAS (E) the Guarantor, in consideration of the Trustee's entering into this Agreement, has agreed to guarantee the obliga-tions of the Recipient contained in this Agreement; and WHEREAS the Trustee has agreed, on the basis, inter alia, of the foregoing, to extend a grant (the OTF Grant) to the Recipient upon the terms and conditions set forth in this Agreement; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I General Conditions; Definitions Section 1.01. (a) The following provisions of the General Conditions Applicable to Loan and Guarantee Agreements of the Bank, dated January 1, 1985, with the modifications set forth in paragraph (b) of this Section (the General Conditions) constitute an integral part of this Agreement: (i) Article I; (ii) Sections 2.01 (1), (2), (3), (4), (6), (8), (9), (10), (11), (15), (18) and (20), 2.02 and 2.03; (iii) Section 3.01; Page 3 (iv) Section 4.01 and the first sentence of Sec-tion 4.09; (v) Article V; (vi) Sections 6.01, 6.02 (except 6.02 (a) and (b)), 6.03, 6.04 and 6.06; (vii) Section 8.01 (b); (viii) Sections 9.01, 9.04, 9.05, 9.06, 9.07, 9.08 and 9.09; (ix) Article X; (x) Article XI; and (xi) Sections 12.01, 12.03 and 12.04. (b) The General Conditions shall be modified as follows: (i) the term "Bank", wherever used in the General Conditions, other than in Sections 2.01 (8) and 6.02 (f) thereof and the last use of such term in Section 5.01 thereof, means the Trustee except that in Section 6.02, the term "Bank" shall also include the International Bank for Reconstruction and Development acting in its own capacity; (ii) the term "Borrower", wherever used in the General Conditions, means the Recipient; (iii) the term "Loan Agreement", wherever used in the General Conditions, means the OTF Grant Agree-ment; (iv) the term "Loan", wherever used in the General Conditions, means the OTF Grant; (v) the term "Loan Account", wherever used in the General Conditions, means the OTF Grant Account; (vi) the term "Guarantee Agreement", wherever used in the General Conditions, means the OTF Grant Agreement; (vii) the term "Guarantor", wherever used in the Gener-al Conditions, means the United Mexican States; and (viii) the words "the Bank may, by notice to the Borrow-er and the Guarantor, terminate the right of the Borrower to make withdrawals with respect to such amount. Upon the giving of such notice, such amount of the Loan shall be cancelled" set forth at the end of Section 6.03 are deleted and the following is substituted therefor: "or (f) by the date specified in subpara-graph 2 (b) of Sched-ule 4 to the OTF Grant Agreement, the Trustee shall, in respect of any portion of the OTF Grant; (i) have received no applications or requests under sub-paragraph 2 (a) of said Sched-ule; or (ii) have denied any such applications or requests, the Trustee may, by notice to the Recipient and the Guarantor, terminate the right of the Recipient to submit such applications or Page 4 requests or to make withdrawals from the OTF Grant Account, as the case may be, with respect to such amount or portion of the OTF Grant. Upon the giving of such notice, such amount or portion of the OTF Grant shall be cancelled." Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions and in the Recitals to this Agreement have the respective meanings therein set forth, and the following additional terms have the following meanings: (a) "CFC-12" means the fully halogenated chlorofluorocarbon with the chemical formula CF2Cl2; (b) "CFCs" means chlorofluorocarbons; (c) "Investment" means the investment (not to exceed the equivalent of $42,000) proposed to be made by the Recipient out of the proceeds of the OTF Grant in the Investment Enterprise for the Investment Project; (d) "Investment Enterprise" means the mobile air condition-ing system servicing enterprise, chosen in a manner satisfactory to the Trustee, to which the Recipient proposes to make the Investment; (e) "Investment Project" means the purchase, installation, operation, maintenance and demonstration of CFC-12 recycling equipment, to be carried out by the Investment Enterprise utilizing the proceeds of the Investment; and (f) "SEDUE" means the Guarantor's Urban Development and Ecology Secretariat ( Secretar