Cameroon - Camdev Project : Credit 0100 - Credit Agreement - Conformed

CREDIT NUMBER 100 CM Development Credit Agreement (CAMDEV Project) BETWEEN FEDERAL REPUBLIC OF CAMEROON AND INTERNATIONAL DEVELOPMENT ASSOCIATION DATED MARCH 28, 1967 CREDIT NUMBER 100 CM Development Credit Agreement (CAMDEV Project) BETWEEN FEDERAL REPUBLIC OF CAMEROON AND INTERNATIONAL DEVELOPMENT ASSOCIATION DATED MARCH 28, 1967 AGREEMENT, dated March 28, 1967, between FED- ERAL REPUBLIC OF CAMEROON (hereinafter called Cameroon) and the INTERNATIONAL DEVELOPMENT AssoCIATION (herein- after called the Association). WHEREAS on the basis of the considerations described in the Racitals to the agreement of even date herewith (here- inafter called the Loan Agreement) between the Inter- national Bank for Reconstruction and Development (here- inafter called the Bank) and the Cameroons Development Corporation (hereinafter called the Corporation), the Asso- ciation has agreed to make a credit to Cameroon in an amount in various currencies equivalent to eleven million dollars ($11,000,000) on the terms and conditions herein- after set forth; Now THEREFORE the parties hereto hereby agree as follows: ARTICLE I Credit Regulations; Special Definitions SECTION 1.01. The parties to this Development Credit Agreement accept all the provisions of Development Credit Regulations No. 1 of the Association dated June 1, 1961, with the same force and effect as if they were fully set forth herein, subject, however, to the following modifica- tions thereof (said Development Credit Regulations No. 1 as so modified being hereinafter called the Regulations): (a) The term "Cameroon" is substituted for the term "Borrower" wherever used in the Regulations. (b) The second sentence of Section 2.02 is amended by deleting the words "at the same rate" and substituting 4 therefor the words "at the rate of one-half of one percent (1/2%) per annum". (c) Section 3.01 is deleted and the following new Section is substituted therefor: "Section 3.01. Currencies in which Cost of Goods is to be Paid and Proceeds of the Credit (re to be Withdrawn. (a) Except as Cameroon and the Association shall other- wise agree, the cost of goods financed out of the pro- ceeds of the Credit shall be paid in the respective currencies of the countries from which such goods are acquired. (b) The proceeds of the Credit shall be withdrawn from the Credit Account: (i) on account of expenditures for goods pro- duced in (including services supplied from) the territories of Cameroon, in such currency or currencies as the Association shall from time to time reasonably select; (ii) in all other cases, in the currency in which the cost of goods financed out of such pro- ceeds has been paid or is payable. (c) Cameroon and the Association may from time to time agree on any other currency in which with- drawals shall be made.'' (d) A new Section 3.04 is inserted after Section 3.03 as follows: "Section 3.04. Purchase of Currency of Witfhdrawal with Other Currency. If withdrawal shall be made in any currency which the Association shall have purchased with another currency for the purpose of such with- drawal, the portion of the Credit so withdrawn shall be 0 5 deemed to have been withdrawn from the Credit Account in such other currency for the purposes of Section 3.03." (e) Section 3.04 is re-numbered Section 3.05. (f) Section 4.01 is deleted. (g) The words "or the Project Agreement" are inserted in Section 6.02 after the words "the Development Credit Agreement". (h) Section 8.04 is deleted. (i) Paragraph 9 of Section 9.01 is deleted and the follow- ing paragraph is substituted therefor: "9. The term "Project" means the project for which the Credit is granted, as described in the Loan Agreement and as the description thereof shall be amended from time to time by agreement between Cameroon, the Bank, the Association and the Corporation." SECTION 1.02. Except where the context otherwise re- quires, the terms defined in the Loan Agreement have the same meanings as in such Loan Agreement wherever used in this Agreement. ARTICLE II The Credit SECTION 2.01. The Association agrees to make available to Cameroon, on the terms and conditions in this Develop- ment Credit Agreement set forth or referred to, a develop- ment credit in an amount in various currencies equivalent to eleven million dollars ($11,000,000). SECTION 2.02. The Association shall open a Credit Ac- count on its books in the name of Cameroon and shall credit to such Credit Account the amount of the Credit. Cameroon shall be entitled, subject to the provisions of this Develop- 6 ment Credit Agreement, to withdraw from the Credit Account: (a) such amounts as shall have been expended, or, if the Association shall so agree, such amounts as shall be re- quired to meet payments, for the reasonable foreign cur- rency cost of goods to be financed under this Agreement; and (b) the equivalent of a percentage or percentages to be established from time to time by agreement between Cameroon and the Association of such amounts as shall have been expended for the reasonable cost of goods to be financed under this Agreement and not included in the foregoing; provided, however, that except as shall be otherwise agreed between Cameroon and the Association, no withdrawal shall be made on account of (i) expenditures prior to the date of this Agreement; and (ii) expenditures in the territories of any country which is not a member of the Bank (other than Switzerland) or for goods produced in (including services supplied from) such territories. SECTION 2.03. Cameroon 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 2.04. Service charges shall be payable semi- annually on January 1 and July 1 in each year. SECTION 2.05. Cameroon shall repay the principal of the Credit withdrawn from the Credit Account in semiannual instalments payable on each January 1 and July 1 commencing July 1, 1977, and ending January 1, 2017, each instalment to and including the instalment payable on January 1, 1987, to be one half of one per cent (1/2 of 1%) of such priicipal amount, and each instalment thereafter to be one and one-half (1 %) of such principal amount. 7 ARTICLE III Use of Proceeds of the Credit SECTION 3.01. Cameroon shall cause the proceeds of the Credit to be applied exclusively to financing the cost of goods required to carry out the Project described in Sched- ule 2 to the Loan Agreement. Cameroon and the Associa- tion shall determine by agreement, subject to modification by further agreement between them: (a) on the basis of annual reviews of the progress of the Program, the specific goods to be financed out of the proceeds of the Credit; and (b) the methods and procedures for the procurement of such goods. SECTION 3.02. Except as Cameroon and the Association shall otherwise agree, Cameroon shall cause all goods financed out of the proceeds of the Credit to be used in the territories of Cameroon exclusively in the carrying out of the Project. ARTICLE IV Particular Covenants SECTION 4.01. Without limitation or restriction upon any of the other covenants on its part in this Agreement contained, Cameroon hereby unconditionally guarantees punctual performance of all the covenants and agreements of the Corporation as set forth in the Project Agreement. SECTION 4.02. Without limitation or restriction upon the provisions of Section 2.01 of this Agreement, Cameroon specifically undertakes, whenever there is reasonable cause to believe that the funds available to the Corporation will be inadequate to meet the estimated expenditures required for carrying out the Program, to make arrangements, satis- factory to the Association, promptly to provide the Cor- poration or cause the Corporation to be provided with such funds as are needed to meet such expenditures. 8 SECTION 4.03. Cameroon shall make available to the Corporation the proceeds of the Credit or the equivalent thereof and any amount withdrawn from the Credit Ac- count or the equivalent thereof shall be treated as part of the Corporation's capital. SECTION 4.04. Cameroon shall not take, cause or permit to be taken, any action to amend the Ordinance, or adopt or amend any decrees or regulations pursuant thereto, or in implementation thereof, except after consultation with the Association. SECTION 4.05. (a) Cameroon and the Association shall cooperate fully to assure that the purposes of the Credit will be accomplished. To that end, each of them shall fur- nish to the other all such information as it shall reasonably request with regard to the general status of the Credit. On the part of Cameroon, such information shall include infor- mation with respect to financial and economic conditions in the territories of Cameroon and the international balance of payments position of Cameroon. (b) Cameroon and the Association shall from time to time exchange views through their representatives with regard to matters relating to the purposes of tha Credit and the maintenance of the service thereof. Cameroon shall promptly inform the Association of any condition which interferes with, or threatens to interfere with, the accom- plishment of the purposes of the Credit or the maintenance of the service thereof. (c) Cameroon shall afford all reasonable opportunity for accredited representatives of the Association to visit any part of the territories of Cameroon for purposes re- lated to the Credit. SECTION 4.06. The principal of, and service charges on, the Credit shall be paid without deduction for, and free 9 from, any taxes, and free from all restrictions imposed under the laws of Cameroon or laws in effect in its terri- tories. SECTION 4.07. This Development Credit Agreement and the Project Agreement shall be free from any taxes that shall be imposed under the laws of Cameroon or laws in effect in its territories on or in connection with the execu- tion, delivery or registration thereof. ARTICLE V Remedies of the Association SECTION 5.01. (i) If any event specified in paragraph (c) of Section 5.02 of this Agreement shall occur, or (ii) if any event specified in paragraphs (a) or (c) of Section 5.02 of the Regulations shall occur and shall continue for a period of thirty days, or (iii) if any event specified in para- graph (b) of Section 5.02 of the Regulations or in para- graphs (a), (d), (e) or (g) of Section 5.02 of this Agree- ment shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Asso- ciation to Cameroon, then at any subsequent time during the continuance thereof, the Association, at its option, may declare the principal of the Credit then outstanding to be due and payable immediately, and upon any such declara- tion such principal shall become due and payable immedi- ately, anything in this Development Credit Agreement to the contrary notwithstanding. SECTION 5.02. Pursuant to paragraph (j) of Section 5.02 of the Regulations, the following are specified as additional events for the purposes of said Section: (a) Subject to the provision of paragraph (c) of this Section the EEC Loan Agreement, the CDC Loan Agree- ment, the Loan Agreement, the Project Agreement or the Lease shall have been terminated (otherwise than in accord- 10 ance with the terms thereof), or in any material respect amended, suspended, waived or assigned without the prior approval of the Association; (b) Any event shall have occurred which shall have operated to suspend the right of Cameroon or the Cor- poration, respectively, to withdraw amounts under the EEC Loan Agreement or the Loan Agreement, respectively; (c) The EEC, the CDC, the Bank or any other creditor, respectively, shall, in accordance with the terms of the EEC Loan Agreement, the CDC Loan Agreement, the Loan Agreement or any other loan or credit agreement, respectively, demand payment from Cameroon or the Cor- poration, as the case may be, of moneys lent or made avail- able to the Corporation prior to the agreed maturity thereof; (d) A deia-lt shall have occurred in the performance of any covenant or agreement of Cameroon or the Corpora- tion, as the case may be, under the Loan Agreement, the Guarantee Agreement or the Project Agreement; (e) The Ordinance shall have been amended, suspended, terminated or repealed without the approval of the Asso- ciation; (f) Failure by Cameroon to fulfill an obligation to make payment of principal or interest or any other payment required under the Development Credit Agreement or under any other development credit agreement between Cameroon and the Association or under any loan agree- ment or guarantee agreement between Cameroon and the Bank or under any bond delivered pursuant to any such agreement even though such payment has been made by other person; (g) The resolution of the Commission of the EEC ap- proving the EEC Loan shall have been rescinded or amended in any material respect. 11 ARTICLE VI Effective Date; Termination SECTION 6.01. The following events are specified as additional conditions to the effectiveness of this Agreement within the meaning of Section 8.01(b) of the Regulations: (a) That the execution and delivery of the Project Agree- ment on behalf of the Corporation shall have been duly authorized or ratified by all necessary corporate and governmental action; and (b) That the Loan Agreement shall have become effective in accordance with its terms. SECTION 6.02. The folIowing are specified as additional matters within the meaning of Section 8.02(b) of the Regu- lations, to be included in the opinion or opinions to be furnished to the Association, namely: that the Project Agreement has been duly authorized or ratified by, and executed and delivered on behalf of, the Corporation; that all acts, consents and approvals necessary therefor have been duly and validly performed or given; and, that such Project Agreement constitutes a valid and binding obliga- tion of the Corporation in accordance with its terms. SECTION 6.03. If this Development Credit Agreement shall not have come into force and effect by June 15, 1967, this Development Credit Agreement and all obliga- tions of the parties hereunder shall terminate, unless the Association, after consideration of the reasons for the delay, establishes a later date for purposes of this Section. The Association shall promptly notify Cameroon and the Corporation of such later date. SECTION 6.04. Upon termination of the Project Agree- ment in accordance with its terms, the obligations of the Corporation under Sections 4.01, 4.02 and 4.03 of this Agreement shall forthwith terminate. 12 ARTICLE VII Miscellaneous SECTION 7.01. The Closing Date shall be June 30, 1972, or such other date as may from time to time be agreed be- tween Cameroon and the Association. SECTION 7.02. The following addresses are specified for the purposes of Section 7.01 of the Regulations: For Cameroon: Ministere des Affaires Economiques et du Plan Yaound6 Federal Republic of Cameroon Alternative address for cablegrams and radiograms: Minae Plan Yaound6 Federal Republic of Cameroon For the Association: International Development Association 181.8 H Street, N.W. Washington, D.C. 20433 United States of America Alternative address for cablegrams and radiograms: Indevas Washington, D.C. SECTION 7.03. The Ministre des Affaires Economiques et du Plan of Cameroon is designated for the purposes of Section 7.03 of the Regulations. IN WITNESS WHEREOF, the parties hereto acting through their representatives thereunto duly authorized, have 13 caused this Development Credit Agreement to be signed in their respective names and delivered in the District of Columbia, United States of America, as of the day and year first above written. FEDERAL REPUBLIC OF CAMEROON By /s/ D. MASUKE Authorized Representative INTERNATIONAL DEVELOPMENT AsSOCIATION By /s/ GEORGE D. WOODS President