Source document: https://docs-lawep.s3.us-east-2.amazonaws.com/1698837853176.pdf (Sierra Leone)
LOAN AGREEMENT RICE VALUE CHAIN DEVELOPMENT PROJECT BETWEEN THE REPUBLIC OF SIERRA LEONE AND THE ARAB BANK FOR ECOI{OMIC DEVELOPMENT IN AFRICA DArED?J.
(1212022 ,, j)l-r I ,t r- 1,.3j,E I LOAN-AGREEM-ENT AGREEMENT dated 2j.Decemb er 2022 between the Republic of the Sierra lcone (hcrcinafter called "The Borrower") ancl the Arab Bank for Fconomic Developrnent in Africa (hereinafter called "BADEA") WI{EREAS: (A) The Borrower has requested BADEA to assist in financing the Project described in Anncx "lI" to this Agreemen!
@) The Borrower has uested the Islamic Development Bank (heleinalter called the Islamic Bank) to assist in financing the said Project and the Islamic Bank has agreed to provide a Loan in an amount equivalent to about h^/erty-two million three hundred thousand dollars ($ 22"300,000) for this purpose; (C) The Borrower has agreed to contribute an amormt equivalent to about one million eight hr:ndred and ttri*y thousand dollars ($1,830,000) for this purpose; (D) The purpose of BADEA is to fuflher the economic development of African Cor:ntries within the framework of solidarity and mutual interest and thus to strengthen the ties between African States and the Arab Nation; (E) BADEA is convinced oI tre irnportance and use.fulness of the said Project in developing thc economy of the Borrower; and (F) BADEA has agreed, il view of the foregoing, to grant llrt: u1 1S Agreement.
NOW, therefore, the parties hereto agree as follows: ARTiELE T Section 1.01 The parties to this Agreement accept all the provisions of the attached General Conditions Applicable t-o Loan and Guarantee Agreements of BADEA, dated October 28,1979, as amended up to the date of this Agreement (hereinafter called the "General Conditions") widr the same force and effect as if they were fully set forth hereir.
Section 1.02 \fherever used in this Agreement, unless the context'otherwise requires, the several terms defined in the General Conditions and in the Preamble to this Agreement have the respective meanings set forth and the following additional terms have the following meanings: (A) "The Agreement " means the Agreement referred to in Preamble (B) of this Agreement; (B) "The Ministqr" means the Borrower's Ministry of Agriculture and Forestry, which will supervise the implementation of the Projec!
(C) 'PMU' means the Project Management Unit, whicl-r will be responsible for the prolect implementation; (D) "PIU"s rneans the Project lmplementation Units established pursuant to the provision of Section (3.02) of this Agreement and rvill be directly responsible of the project implementation.

i-.

ir it -r.i. 3 ABTIELEI TI{L LOAN Section 2.01 BADEA agrees to lend to the Borrower the sum of ten million US Dollars ($ 10, 000,000) on terms and conditions set forth or referred to, in this Agreement.
Section 2.02 The amount of the Loan may be withdrawn from the Loan Account in accordance with the provisions of Annex "A" to this Agreemen!

or as such Annex may be amended from time to time by Agreement between the Borrower and BADEA, for expenditures made (or if BADEA shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Project and to be financed out of the proceeds of the Loan.
Section 2.03 Except as BADEA shall otherwise agree, goods and services required to carry out the Project and financed out of the proceeds of the l-oan shall be procured in accordance with the procedure specified in Annex "8" to this Agreernent.

Section 2.04 The closing date shall be 30c June 2027 or any other later date approved by BADEA and promptly notified to the Borrower.
Section 2.05 The Borror,r,er shall pay interest at the rate of one per cent and half (1.5%) per annum on the principal amount of the Loan withdrawn and outstanding from time to time.

Section 2.06 Interest and other eventual charges shall be payable semi annually.

The dates of payments will bc fixed on the basis of the first day of the month following the first withdrawal from the Loan Account.
Section 2.07 The Borrower shall repay the principal of the Loan in Jorty (40) semiannual installments, as sPecified in -{nnex !

!IrL -to -tl{s --- Agreen'rent, after a grace period of five (5) ycars to be calculated from Lhe filst day of the month following the first withdrawal from the Loan Account.
,1 AR:UEIE IU EXECUTION OFTHE PR Section 3.01 The Borrower shall cause the Project to be carried out by the Minishy (PMI, with due diligence and efficiency and in conlormity with appropriate financial, administrative and technical practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for this purpose.
Section 3.02 The Borrower shall cause the Ministry to establisl"r t'wo (PIU)s within the PMU, which will be located at "Torma Boom" in soutlem r-egion and Kambia in the north-western region and each of them consists of a project coordinator, irrigation engineer , accountant, procurement employee, youth and gender exper!
expert in agdcultuai affairs, monitoring and erraluation expert, social support officer, business development expert, in addition to secretary, tlvo drivers, two cleaning officers and two guards.

Section 3.03 The Borrou'er shall submit to BADEA for approval the draft programme of implementation of the Project and any material modifications subsequently made therein, in such detail as BADEA shall reasonably request.
Section 3.04 ln order to assist the Borrower in the day-to-day supewision of execution of the Projec!

the Borrower shall employ consultants, whose terms of reference and conditions of employment shall be acceptable to BADEA.
Section 3.05 In addition to the Loan proceeds, and dre proceeds of the Agreement , the Borrower shall make available, promptly as needed, all other fr-rads which shall be required for carrying out the Project (u) the estimated cost of the Project at the time of signing this Agreement), all such funds arc to be made available on terms and conditions satisfactory to BADEA.
(b) The Borrower shall make adequate annual budgetary allocations to meet its share of the Project's cost as stated in Prea-rnble (C) lo this Agreeuretr[ ar.rd sl'rall suluri!

!o BADj4] evitlenl'e !o tha!

eflect.

I ll Section 3.06 The Borrower shall (1) maintain, or cause the Ministry, to maintain records adequate to identify the goods financed out of the proceeds of the Loary to disclose the use thereof in the execution of the Projec!
to record the progress of the execution of the Project and the cost thereof and to reflect in accordance with consistently maintained sound accounting practices, the operations, resources and expenditures, in respect of the Projecf of the departrnents or agencies of the Borrower responsibie for carrying out the Project or any part thereof; (2) afford all reasonable opporhrnity for accredited representatives of BADEA to make visits for purposes related to the Loan, and to inspect the Project, the goods and any relevant records and documents; and (3) fumish to BADEA all such information as BADEA shall reasonably request concerning the expenditures out of the proceeds of the Loan, the Project , and the goods financed out of such proceeds.
Section 3.07 The Borrower shall irsure, or cause to be insured with reputable insurers, or shall make adequate provisions for the insurance of, ali imported goods financed out of the proceeds of the Loan against hazards incidental to the acquisition, transportation and delivery thereof to the place of use or installation.

'lhis insurance shall be (or such amounts, as shall be consistent with sound commercial practices.
For such insurance, any indemnity shall be payable in a currency freely usable by the Borrower to replace or repair such goods.
Section 3.08 (a) The Borrower shall furnish, or cause Ministry furnish BADEA with quarterly reports, not later than (45) days after the end of every quarter of each calendar year, of such scope and in such detail as BADEA shall request on the progress of the execution of the Project, including the technical ,financial position and delays in the implementation of Project if any, and mitigation measures for the delays.
OJ Wifl1in si- (6) months I6ll6wing tFeda of completion of the Project, the Borrou,er shall prepare and fumish, or cause the Ministry to prepare and fumish BADEA with a repor!

of sucl'r scope and in such detail as BADEA shall request, on the execution and initial operation of the Project, its cost and the benefits derived and to be derived from i!

and on the aecqmplighqreqt olthe purposesg{ the],oqr.
_ EAEEA v 6 ABTIELE I]I RC VEN Section 4.01 The Borrower shall, or cause the Ministry to, in respect of the Project, (i) keep separate accounts for the Project, (ii) have these separate accounts for each fiscal year audited in accordance with sound auditing principles consistently applied, by independent auditors acceptable to BADEA, (iii) furnish to BADEA, as soon as available but in any case not Iater than six months after the end of each such year, (A) certified copies of the said financial statemcnts as so audited and (B) the report of such audit by said auditors, of such scope and in such detail as BADEA shall have reasonably requested, and (iv) fumish to BADEA such other information conceming the Projects' accounts and the Borrower financial statements and the audit thereof as BADEA shall from time to time reasonably request.
Section 4.02 The Borrower undertakes to make available in its budget the financial funds necessary for the maintenance of the civil works of the Project after the completion of its execution.

Section 4.03 'fhe Borrower undertakes to cause tl-re Ministy to continue its efforts to train its staff with emphasis on the construction and maintenance of the civil works of the Project.
Section 4.04 The Borrower undertakes to cause the Ministry to take all necessary mitigation measures for maintaining a sourd environment in the Project's are;r during the implementation, operation and maintcnancc of the Projecq and to provide proof of its compliance with applicable environmental laws and procedures; and, provision of environmental licenses required for the implementation of dre Project and annual environmental monitor reports on the Project.
Section 4.05 The Borrou'er urdertakes, during the execution stages of the project, to respect the common principles and practices in the field of transparency and good govemance and confirms the application of laws related to combating money laundering and terrorist financing.

E==;i t !
7 ABTIELE Y SUSPENSION AN.P:ACCELERAIO_N AT MA'zuRIIY Section 5.01 For the purposes of Section (8.02) of the General Conditions the following additional events are specified pursuant to paragraph (i) (g) thereof: (a) A material change shall have been made in the nature of the Ministry or its management or the law establishing it, which is likely to have a substantial adverse effect on its ability to carry out the Proiect or operate the facilities included therein; (b) The Borrower, or another authority having jurisdiction, shall have taken any action for the dissolution of the Ministry or for the suspension of its operations; G) (i) Subject to sub-paragraph (ii) of this paragraph: (A) the nght of the Borrower or the Ministry to withdraw the proceeds of any loan or grant made to the Borrower or the Ministry for financing the Project shall have been suspended, cancelled or terminated in whoie or in par!
pursuant to the terms of the agreement providing thereof, or (B) any such loan shall have become due and payable prior to the agreed maturity thereof; (i') Sub-paragraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of BADEA that (A) such suspension, cancellation, termination or prematuring is lrot caused by the failure of the Borrower or the Ministry to perform any of its obligaLions under such agreement, and (B) adequate funds for the Project are available to the Borrower or the Ministry the obligations of the Borrower or the Mi-uish1, uldsr that Agreement il I t t : I rl :i _lJ 8 Section 5.02 For the purposes of Section (9.01) of the General ( irnditions, the following two additional evenB are specified pursuant to l)irragraPh (g) thereof: (u) the events specified in paragraphs (a) and (b) of Section (5.01) of this Agreement shall occur and shall continue for a period of 60 days after notice hereof shall have been given by BADEA to the ' Borrower; (b) subject to sub-paragraph (ii) of paragraph (c) of Section (5.01) of this Agreement, the event specified in Paragraph (c-i-B) of the said section shall occur.
i I I I i i H !

I i 9 AKIIELE ]II E DATE - EFFE Section 6.01 This [.oan Agreement shal] come into force and effect on the date upon which BADEA dispatches by fax or e-mail to the Borrower notice of its acceptance of the evidence required by Section (12.01) oI the General Conditions.

Section 6.02 No withdrawal from the Loan Account shall take place unless :- a) The "PIU"s have been duly established, in accordance with Section (3.02) of this Agreemen!
and an evidence to that effect has been provided to BADEA.

b) The Borrower has provided BADEA with a copy of the signed agreement between the l-andowners and the Government permitting the Govemment to use the land for project development.

Section 6.03 The date 31't March 2023 is hereby specified for the purposes of Section (12.04) of the General Conditions. '

-- 9.'-',r..:;.

!j l.' I i .-,,' !

-'.


:,1 \ li: il ir ii il I rl :i I I I t I : t0 4BTIeLE_\ru REPRESENTATIVES OF Section 7.01 The Ministry of Finance is designated as tr(epresentative of the Borrower for the PurPoses of Section (11.03) of the General Conditions.
Section 7.02 The following addresses are specified for the purposes of Section (11.01) of the General Conditions: For the Borrower': Thc Ministry of Finance Treasury Building, George Street Freetown-Repub lic of Sierra Leone Tel: (233) 222277 / 22s826 Fax: (23 3) 22847 2 / 225826 E-Maii: iirafl a(alyalrtlo.co.uk For BADEA: The Arab Bank for Economic Development in Africa (BADEA) P. O.

Box 264'0 Post Code Khartoum 11111, Republic of Sudan Fax: (249-183) 770498 -170600 Tel.
: (249-183) 773109 -173646 E-mail: badea@badea.org ,t !.i c { lJltt Lt4 & c 1l ,r-^-^^1N.

WTNESS whereof, the parties heret ;Jffilffi?$.ni:y,1*."..*"r.

i";.'.:[.

", acting through rheir ramesinKharto;;ff:i this Agreement to be w,nen.

e day and year first above THIS AGREEMEN conrorms *,*il;;;:;:: *'*" rn Arabic and r ext.
rhe o*0,. i,,ll,i::r,ff1;ITlngrish rcxt The Republic of Sierra Leone By: Dennis K. Vandi Minister of Finance The Arab Bank for Eco nomic tn Africa t) -o 4 By i DR. sidiOutd TAH Director General 12 AI{NEXtll AMORTIZATION SCHE THE REPUBLIC OF SIE INSl'ALLMI]NT S PA}']\4ENT OF PRIN CIPAL EDINU 1.

2.

J- 4.

5.

6.

7.

8.

9.

10.

11.

'12.

13.

1.4.

15.

76.

17.

18.

79.

20.

21,.

22.

23.

24.

25.

26.

27.

28.

29.

-30.. 31 32.

JJ.

u.

35.

36.

3/.- 38.

39.
40. i1i\rlC 5. t EtfiEEt l/ 215,000.00 277,000.00 219,000.00 220,000.00 222,000.00 223,000.00 225,000.00 227,000.00 229,000.00 230,000.00 232,000.00 234,000.00 235,000.00 237,000.00 239,000.00 241,000.00 243,000.00 244,000.00 246,000.00 248,000.00 2s0,000.00 2s2000.00 254,000.00 256,000.00 258,000.00 260,000.00 261,000.00 263,000.00 265,000.00 267,000n0 269,000.00 271,000.00 273,000.00 275,000.00 278,000.00 280000J0 282000.00 284,000.00 286,000.00 290,000.00 l3 ANNEX "II" D CRIPTION O o ECT The General objective of the proiect: The project aims to contribute to the achievement of Goal No.
I of the Sustainable Development Goals related to the eradication of poverty and Goal No.

2 related to ending hunger, this is to improve the social and economic conditions of the population.

lt also contributes to the achievement of Goal No.

B related to decent work and inclusive economic growth for all.
Specific Project Obiectives: The project specifically aims to increase agricultural productivity in the project area from 1 ton/ha to 3 ton/ha, irnprove incomes for farmers, develop rural areas, improve efficiency of irrigation systems and access agricultural inputs and technology.

The project also aims to increase income in the project ar eaby 25%, establish 9 small and medium enterprises, and create about 2000 new jobs.
The project will improve rice production and productivity in the project area by investing in irrigation infrastruchrre and other production and productivity related activities.

It will also help improve market access by investing in rural roads and some market-related infrastructure.

In the upstream links of the value chain, the project contributes to support institutions for seed research, seed production and certification.
'l he project also contributes to providing access to financing along the chain, especially at the farm level.

'l'he project includes the following components: L. Improving production and productivity: This component will cover the cost of activities related to improving the factors that directly affect the increase in rice production, including: a.

Construction, supply and installation of small irrigation systems b.
Preparing the lands before the planting season: Through this activity, agricujhrral machinery will be used to prepare the lands for the agricultural season, in order to educate farmers about farming mechanisms that will save time and effort and increase productivity.

c. Supplying high qualityagricultural inputsincluding irnproved seed varieti er high quality fertilizers and agrochemicals d. Facilitating farmers' access to microfinance for thc purposc of purchasing agricultural inputs.

lc a c { ETIFEA }.
lc a c { ETIFEA }.

6 l4 e. Support extension services including farmer training, field demonstrations and plant health activities.

2.

Strengthening market connectivity: The component focuses on strengthening the linkages of farmers and offtakers to markets and includes: a. Rehabilitating two local markets and supplying two boats to cross the river.

b.
b.

Rehabilitation of storage and processing facilities including: 3 storage buildings and their drying floors, one of the existing peeling facilities, and the supply of one boiling machine and 9 dehusking equipment.

c. Construction/rehabilitation of 35 km of rural roads.

d. Facilitating access to finance for 70 small and medium enterprises (women and youth) 3.

Project management and coordination support, including: a.
Consulting services for preparing detailed designs for civil engineering works and tender documents, supervising their implementation, studying the market, studying soil fertility, and preparing proiect completion report.

b.

Supporting the project implementation units, including: salaries, vehicles, construction of offices in Freetown, Torma Boom and Kambia, and supplyirg fumiture and equipment.

c. Operational costs of project implementation units and proiect audit costs.
d. Workshops and regional activities including the start-up workshop, annual monitoring and evaluation workshops, mid- teln evaluation wor-kshop and technical support for thc national and regional steering committees and covering their exPenses.

e. Establishment of a Micro{furance Support and Consulting Unit: It will be established under the roof of "Apcx Bank" to monitor the technical dgv,glgp-mqnJ of ?3!qe1 fgqlqi1!
ir,rClfg!_olqgr cleveloping and impr-oving their linancial produets that a1'e compatible rvith the provisions of Islamic Sharia.

4.

Institutional and Policy Support This component will providc technical support to farmers and institutions working in the field and will also contribute to the agricultural census to help establish an accurate and sould apgicultural database to facilitate sound plalning, s tudies ari d lnf ormetl d ecisi-on-mhkirg.
It inffi lbs : ] Support institutions involved in secd rcsearch, multiplication and certification, which include the Sierra Leone Agricultural Research Institute (SLARI), the Seed Multiplication Projecr a * $AUhA , l5 (SMP) and the Sierra Leone Seed Certification Agency (SLeSCA) under the Ministry of Agriculture and Forestry.

b.

Capacity development, including the formation and strengthening of farmers' groups, training of women's and youth groups, and agricultural study tours.

i.
i.

Introducing advanced digital solutions to provide real- time information to farmers about weather, agricultural extension and the market ii.

lnformation technology-based monitoring and evaluation systems, including a geo-database system.

It is expected that the preparation of detailed studies, the tendering of works and the selection of the contractor will take about 10 months to end by be selected by October 2023.
It is expected that the actual implementation of the works financed by BADEA will take about 27 months to be completed in January 2026.

.ir':'/ r,',:i :i I 'i.J!

i)[ L, ?)

.L .

{ iirt+r+.


+NL!Cji l6 ANNEX"A" GOODS AND SERVICES TO BE FINANCED AND ALLOCANON OF PROCEEDS OF BADEA LOAN 1- The following table shows the goods and services to be financed out of the proceeds of the loan and the loan amount allocated to each category: Category L. Improving production and productivily DDIv ,nd SU all lrrlgatron sm landi bEfore the 1-1 ConsEuction, installation systems 1-2 Preparing the plantrnq season of 1-3 Support extension servrces 2.
Skengthening market connectivity 2-1 Constrffi of rural roads 3.

Project uranagemenl and coordination support 3-1 Suoportine thc PlUs (construchon and'equipf,ing of .offices' in Freetown and I orma tsoom) 3-2 Workshops and reeional acfivities (proiect ldunchin g w"orkshop) 4.
Unallocated Total o/o of Expenditures of Total Cost to be Financed o/o37 .0 %100 %100 %100 %100 %100 Amount Allocated (expressed in uS $) 6.870.000 5.910.000 240.000 720.000 1.7s0.000 1.7s0.000 520.000 470.000 s0.000 1601000 ] 10.000.000 )_ Unless otherwise agreed by BADEA, the financed percentage of the mentione-d clteg-o_ries shail not exceg{ th€ percentage show-n 3b_ove.. opposite each of those calegories.
3- BADEA may, by notice to the Borrower (i) reallocate any amount from catcgory [4] (Unallocatcd) to any other of the categories [1] to [3] to the extent that such amount is required to meet expenditures under such other cate2Sory; and (ii) reallocate any amount from any of the categories Jlltol3l+o ger required to meet expenditurcs undcr such catcgory brrt is to meet expenditures under that other category.
't1 ANNEX"B" PROCUREMENT OF GOODS AND SERVICES A) Unless otherwise agreed by BADEA, the goods and services to be financed from the proceeds of the Loan shall be procured as follows: .

Civil engineering works and their ancillaries for the construction and installation of irrigation systems will be carried out through tenders limited to Arab and AJrican compalies, or a coaiition oI Arab/African companies and companies from member cormtries of the Islamic Development Bank.

.
.

The land preparation component will be implemented through local tender.

.

Civil engineering works and their ancillaries related to the construction and rehabilitation of earth roads will be carried out through tenders limited to Arab and African companies, or a coalition of Arab/African companies and companies from member courrtries of the Islamic Development Bank.

.
.

The consultant will be selected to prepare agricultural extension programs and train extension agents through tenders limited to Arab and African consultants and the alliance of joint Arab-African consultants.

.

The insfitutional support component for the construction and equipping of the PIUs offices in "Freetown" and "Torma Boom" will be implemented through local tendering.

, .

The project launch workshop wiil be implemented by specialized local companies.
B) The Borrovver shall submit for BADEA's prior approval all proposed contracts ald orders for items to be procured out of tl"re proceeds of the Loan.

c) The Borrower shall furnish to BADEAco ies of the biddin documents and shall make such modifications in the said documents as may be requested by BADEA.

In all such cascs whcrc biddcrs shall be pre- qualified and in the case of the short list, the Borrower shall supply BADEA with a list of those pre-qualilied bidders for BADEA's review and approval.
After receipt and evaluation of the bids., a detailed report ariso!

of the bids leceived, together wigl on thc evaluation and the recommendation for award, s or presente to BA proval.
TH' ARAB BANK FOR ECONOUIC DEWLOPUENT IN ATRICA UNOFFICIAL TRANSLATION OF TIIE ORIGINAi, ARABIC TEXT IJH]CH 15 .THE ONLI AUTHENI]IC VERSION GEIIERAL CONDI.TTONS APPL1CABLE TO LCAN ANU GUAFJNTEE AGREEUENTS j: octobc; 2A, 1979 THE ARAB BA}IK FOR ICONO}TIC DEVELOPUENT 1N AFRICA GENERAL CONDITIONS A?PLICA3LE .fO IOAN AND GUARANTtrE AGREE}q,NTS TABLE OF CONTENTS TlTLE PAGE APPLICATION OE GENERAL CINDITIONS Application of General Cond i r ions Eo Loan and GuaranEee Agreements Inconsistency with Loan and GuaranEee Agreement s DEE'INITIONS........ Definitions.
...

., .. References.

Headings of Ehe Articles and Sect ions.

TOAN ACCOTJNT- INTEREST AND OTHT,R CHARGES_REPAYUENT -PLACE OF TAYMENT Loan AccounE lnterest.

CommiEment Charge.

na CommiEment Charge.

ComputaEion of lnEerest and Charges Rep a)nrenE 1 1 1 1 1 3 3 3 3 4 4 4 ARTICLE ARTICLE I SecIion I.01 Section 1.O2 ARTICLE 11 Secrion 2.

O1 Section 2.

02 Section 2.

03 ARTICLE III Section 3.

01 Section 3,O2 Section 3.


O3 Section 3 .o4 tion 3.O5 tion 3.O6 ..i )ea ARTlCLE Section 3.O7 A.R.TICLE IV Section 4.

O1 tt TITLE Place oI payment CUREENCI PROVI,SIONS Currencies in which Finaoc ia I Dealing5 are to be made SecE ion 4.

02 Valuation of Currencies Section 5.

O1 SecEion 5.

O2 Section 5.

O3 Seccion 5.

04 Sec c ion 5,05 Secrion 5.

06 Section 5, 07 Sec r ion 5.

OB ARTICLE VI SccEion 6.

02 cion 6.


03 ect.ion 6.04 IfITI{DBAWAI, AND USE OT PROCEEDS OF TnE LOAn..... tlithdrawal from Ehe Loan Accouut .... Special ConmiEmenr by BADEA Applicarion for Wichdrar.ral.

or [or: Special Corruni tment ..... SupporEing Ev i dence Sufficiency of Applicarions and Supporting Documents Application of che proceeds of tlre Loan and procuremenE of Goods Use of goods Payment Anounts s by BADEA of withdrawn DEGREE OF PRIO&ITY OF flTE LOAN _ T&(ES ,AND .
RESII,IGrIONS BADEA' S IUUT'NITIES AND PRIVILEGES ree of prioriEy o[ the Loan Taxes Restrictions BADEA ' S lrnrnunit i-es and Privi lcges PACE 4 4 4 5 5 6 6 6 6 6 6 1 J- 7 8 .

:i. "

,.8, ;:: i rd 8 rr1 ARTICLE TlTLE ARTICLE VlI Section ?.

01 COOPETATION AND EXC}IiNGE O!'

:...... ]NFORMATION Cooperat.


ion and Exchange of lnfornratiorl APJ1CLE V1I GAN CELI,ATION AND SUSPENSION Section 8.oI Cancellat ion by the Dorrower Section 8.02 Suspension by BADEA Section 8.O3 Cancellation by BADEA Section 8.04 Effecr of Cancellatj.on or Suspen- sion oy BADEA on turounts Subjecc to Special Connnitment Sect.ion 8.o5 Effect of Gancellation on l,laLuri- t ies o[ the Loan ARTICLE IX ACCELERATIOI.I OI' T,IA1URIfi Section 9.

01 Events of Accele raE ion ARTICLE X - S€ction -lb.
01 EN FORCEASII,I.TY OF IOAN AGREEUENT AND GUALANIEE AGREEMFTIT; TAILURE TO EXERCISE B.IGIITS; ARB1TRATION ..... Ef fectiveness ot Provisions of Loan A8,reement and Guarant ee Agreement after Suspension or Cancellation or AcceleraEion of llaturity SecLlon 1 v ect lon 10.

03 Tailure to Exercise Right s ection 10.
04 ArbiEration A PAGE I 8 9 9 9 9 11 11 11 11 !z TI 13 ARTlCLE ARTICLE Xl Sec r ion ll.Ol Section 11 .O2 1V TlTLE UISCELIANEOUS PROVISIONS Not ices and Requests Evidence of Authority to Acr on behalf of Ehe Borrot er or Cuara .o3 -\c t ion on Guarantor behalf ot Ehe Borroner or EFFECTIVE DATE; TERMINATIOI.I Condit ions precedenc to ness of Loan Agre ernen t Agreement Ef fcc r ive_ ilnd Ggl;31ggg Lega I Opinion or CerrificaLes Ef fective Da ce Terrnination of Loan Agreement and Cuarantee Agreernent for Failure to become E.f fective Termination o[ Loan Agreemeut and Guarantec Agreernent on tull l,ay_ ment ...
ARTICLE XII Secrion 12.

01 Seccion 12.

O2 Secrion 12.03 Secrion 12.04 Section 12.05 L €z1pg-F PACE 15 .

t) Ib 16 16 l1 17 t1 GMERAL CONDITIONS IfPLICABLE T0 LOAN AND CUARIIITIIE AGREEMENTS DaLcd Occober 28, l9 79 ARTICLE 1 AfPLICATION OF GENDRAI COND1TIONS Section 1.01 APPL1CATION OF CENERAL CONDITlONS TO LOAN AND GUARANTEE- AGREEMEIiTS: These General Conditions settorrh condit.ions which shall be appficable to }oans made by BADEA.

They shall ap'ply to all loan aBreemencs and guara:rtee aB!
:eemen!s made for Ioans referred Lo and subject ro such rroditicalions as shaII be provided in such agreeoentsi .provided, however, that in rhe case where Ehe loan is made co a sLare, these Ceneral CondiLions shall not be applicable in so far as Ehey refer to fhe "Guaranteeing State", "Guarantor" and "Guarantee Agreenent".
Section 1.o2 INCoNSISTENCY WITH LOAN AND CUARANTEE AGREEMENTS; 1f any provision of a loan aBreernent or guaranlee agreement is inconsistent with a provision oI these Gcneral CondiLions, Ehe provision of thc loan aBreement or Buarantee agreenEnt, as the case may be, shall govern.

ARTICLE.

11 DEI'INITlONS Seccion 2 .01 'DEFINITIONS: the follo-'ving tcrris have the General Condi t ions.

1.

The term "BADEA" means l6rica.


Excepr as the context otheruisc tollowing meanings wherever used requr.res, in these The Arab Bank for Economic DevelopmeaL :iii 1 the Eerm rll,oan Agrecmentt' means the Loan ABreemenE Eo which chese General Conditions sjrall have been made applicable, as such agreemenE nay be amended from Lime to tiDe; and such term'also Teans these General Condirions as thus made applicable, aII agreements supplemen- EaI to lhe Loan AgreemenE and.all- The term ',Loan,.
means the Loan provided for The term or "Borrowe r,, Agreernenc is made.

'rBorror.ring SEaEe,, ro trh ich the Loan 1n the Loan Agreement.

roeans Che party to the Loan th" a"a, ,,Guarantec .

Agreement'' means t he .. agreenrcnt gLrarantee of the LOa n made bet ween BADIA and a stace or such agreement na) be amende General Condit io ns are apP I General Condi E io ns as Lhus tal Agreement.
d from tirne to E icable and such cerm aIso means Eh made applicable, al vidinBi tor che inst itution as co lrhich these rantee Agreene to Ehe Cua rrne and Pro I s supp lemen_ annexes to the Guarantee a 3 4 5 6. or ,,Gua rantor,, means the GuaranEee o*.."."aa.

Lrrc state or.

insti- sign,,5', means che currency of the United ]l:_ :".-.,,cuaranreeinB srare,, eucron which is a parfy co the '' Il:,^*"- "Dollar" and rhe JEates of America- 8.
The te rm "Projecc,, rs tranEed and Ehe Loan Agre t ime to t ime emen t means the project or programrne for w the services and stud s.elaLed to it Le and as the descr tion thereof rp by agr eenent beEween BADEA and the Bor rolre r. hich the Loan , as described in may be amended from 9.

The Eerm qhich are cost of ar.rY good rmPort ing territorie 'rcoods!, means equi pment, supP I ies require d for the p roject.
Uherev sr SUch gg5 t shall be de such goods into t he territorie s of th e state in t hich the proj rneans the date o t shaLl come int "Effectivp p2g.,, uarantee Agreemen Seccion 1 2.$.

1O.

The term and [he c vi ded i.n works and.

qther services er reference is made fo the to include the emed cost of s of the Borror.ri ng State or ttl t" to be turpl emented.

n which the Loan Agreement o force and effect as pro_ 11.

The Eerm ,,Loan the name of ln credi t ed.


Acc ouncl the ' means the a Eort oh,er to 12.

The rerm rrTaxesi, of au mearls ether in effect ranEee Agreement or theteaffer ccount opened b which the arno y BADEA on iEs boo ks unt of the Loan l5 vres r fees qg3 irr" at che .dale of lmposed.

E serviccs and duE ies the Loan Agr"emenc or s<oeF * J 13.

The term "iien" means mortgages' pledges' charges' privileges and Priorities of anY- ki'nd' 14.
.fhe term "Cl.osino, Date" means the date specified Aqrcement as of which BADDA nray by notice to tJi-mlnate the right of the Borrower to withdraw Ac!

:<iunt any amount theretofore unwithdrawn ' .


Section 2.02 REFERENCES: References in these General Conditions to Articles or Sections shall, without any other sPecification, be to Articles and Sections of these General Conditions' the Loan Borrov/er the Loan 1n the from Section 2.03 HEADINGS OF THE ARTICLES AND headin-qs of the Articles and Sect.ions and the Table inserted fo;: convenience of reference only and are not General Conditions.
SECTlONS: The of Contents are a part of these ARTICLE IlI LOAN ACCOUNT - II'ITERES'I AND OTHER CI{ARGDS - REPAYMENT - PIACE OF PAYMENT Section 3.01 LOAN ACCOUNT: The amount of the Loan shall be credited to the Loan Account and may be withdrawn therefrom by the Borrower as provided in the Loan Agreement and in thesc General Conditions and in accordance with the procedure laid down by BADEA.

Section 3.02 rate specified .in withdrawn from the !.ccrue flom itre, withdr awn.
INTEREST: The Borrower shall pay interest at the the Loan A.greement on the amount of the Loan Loan Account and still outstanding.

lnterest shall respective dates on which amoUrits shall be so Section 3.03 COMhIITMEIIT CHARGE: * $lc z I o<oetr Commitment charge has been cancelled by virtue of the ResoLution of the Board of Directors No.

13 dated 19th july 1989.

I, shall one p spec ia pursu 4 Secti on 3.o PaY an additio er cent (i of I commi tm ent ent ant to Sec tion 5.
Secti on and charges s tv/elve 3Q_day months o Secti la IJ rrncipa mount of accorda nce with the Am CHARGE: ?he Borrower the rate ofoneh alf of principal at the request of mount.

of any the Borrower di n.g .

COMMITMENT ADD ITIONAL nal commi nt charge at tme 1%) per an num on the ered into Y BADEA b 02 and sti Il outstan 3.05 COMPUTAT ION OF INT EREST AND hall be compu ted on the basis of for any period less than a ye (a) The Borrowe r from the the Loan Agreement.
the Loan vi ortization thdrawn Sc hedule to CHARGDS: shall rgpaY the oan Accou nt in a 360-day year of I n terest ENT: ar.

a L right, rePay i Loan w amo unt such ma tur and oth shall re (b) upon payrnent of all accrued inte n advanceof maturity: ( ithdrawn i) all and still outs ta of uny o nding; ne of more matu rities, prepayment there s hall not be outst rn.g aft er thc portio ntobe prepaid.

Sect i on 3 .07 PLACE OF PA YMENT: The er charges on, the Lo asonably request.

an shall be paid The Borrower .


.rrt hav rest and all other 65a1 e the of the pri ses, to lPal amount of the or (ii) all of the.

pri provided ncipal that on th e date of a nd in.g q ny portion of the loan NC principal at such , and i nterest of Dl ACCS AS BADEA .,*.$L1j:.*:,II.,o".

Sect lon 4.o1 (a) BEM ADE; Loan A o Account Sh a r.ges CUR RENC I ES Acco unr of dll Il bu rnud" of the reement .

sha , repaymen t shall be made in dol.lars- IN }',HICH FINANCIAL anci al deal in .Bs In co in do llars.
Withdraw principal of the Loan and a t fin DEALINGS ARE TN nnection with t;; ;:"j::lJ; ff:: ure to be fi ccordancc wi thdrawa lina or.shall be payable in a the reque st of the Borrow Ur chase with d ollars t t such he expenditure and nanced out of the th the Loan Ag reem t r", currency other than er and bein Its a s amount of s uch oth er the amoun t in dolla puich ase shall be de emed to have been with drawn from the Loan Procceds of a ent shal I have dollars, .g ent for that currency re rt Pa id by BADEA particular been paid maY,.. at pu Fpose, quired to BADEA fqt oetr 5 .
(c) BADEA may aL che request of the Borroeer purchase the dollars required by .the Borrowet to repay the principal of the Loan or interest and other charBes accruiug in accordance with the Loan Agreement, provided rhat the Borrolrer pays Eo B-q.DEA the money nseded for this purchase in a currency .or currencies accepcable to BADEA; and this repayment or Payment shall noc be consider:ed as being made in sccorgance r.rith the Provisions of t.he Loan Agreeroent :e*cept on the Cate in which BADEA has acEuall), received these dqllars and Eo the ext.ent of the amount received.
ln ?urchasing the currencies requir.ed BADEA shall.be acting as agent of the Borrouer.

.Section 4.01 VALUATIoN OI CURRENCIES: llhenever it .shall be necessary for the purposes o[ the Loar, AgreenEnL or the Guarantee Agreement to deLer- mine the value of one currency in terms o[ anotherr such value shaLl be determined by BADEA in accordance with Ehe prevailing rate of exchange at the dat.e o[ this valuation.
ARTICLE V HITEDRA}IAL AND USE OF PROCEEDS OF THE IOAN Section 5.01 r.llTHDRAl.lAL rROM TilE LOAN ACCoINT.

(a) The Borrower shall be enEitled to lrithdraw from the L,oan Account dmounrs expended tor the project or - if BADEA shall so aBree - necessary anount s to set.tle expeoses t.o be expended for this purpose, in accordance ulth the provisions of the Loan Agreement, of these General Conditions and of rules and procedure to be laid doh'n by BADEA.
(b) No tithdrallal from the Loan shall be madc to tinance: (i) except as DADEA r0ay ocherwise a8ree, expenditure prior to the date of the Loan Agreer€nt; (ii) except as BADEA may oEher$lse agreel goods c.o be boughL with the --t+re--?roJe-ct-113 9taLe or the state cur.rency of che Borrowtng ".

- lEPlemeffadi -{r" ' - (ii1) direct or indirect taxes levied by lhe Borrowing State or the Guarant.eeirg Siate or to be paiC ii.
its terrttory or in the state of sidence of the Borrower or t.he GuaranEor or in rhe stat.e in which the implemented, or goods or services' or on the exPorraGLon, c ls cture , Procurement or impolLati P. sao€ * b 800 sub and 89r pay Section 5- BADEA:Upon che Borrower,s reque s t shall be agreed upon berlveen che special corrurticrnents in r.rriting to others in respect of the cost of Agreeoenc oo!

r,ri t.hst a nd ing any BADEA or thc Borrowcr.
Sec t ion 5.o2 SPECIAL COMHITI.IENT BY upon such Lerms and conditions as rouer and BADEA, BADEA rnay ent.er inco celrIain amounts to the Borro!,rer or ds Eo be financed under the Loan sequenl suspension or cancelLation bv 03 APPLI CATION FOR IIITHDRAWAL OR FOR SPEC lAL COI,IMITMENT: t'rhen the Borro wer shall desire Eo $rithdraw any amount from E or to request BADEA t.o e nEer inEo a special c the Borrower shdl 5.02 I fo aining such s t.atement s and ably reques t. Appl icat ions for,rithdralra as hereinaf ter in Borrower may o r.herwise agree, be made $ith to expendi tures he Loan Acco uant to Sec L ion DEA a irritEen applicaCion in such a8reements, as BADEA shall reaso n- I wiLh Ehe necessary documenrati on this Arricle provided , shalI, cxiepc as BADEa and c he out delay and promptly in relation o for the project.
Sgcr.ion 5.o4 SUppoRTING EVIDENCE: The Bor _ such do.,r,n".tl-"r,0 ort".

wirhdra*aI as BADEA sha:: s ha r r ha ve p";;;; # -;;;":::"'._' e Dorrouer shall furnish ro BADEA evidence in supporr oI rhe applicaEio.

to, ;';; ;;;;; "u^ru^ t",:"."..

:::1, r. " ;:: :: : :,, :r: ;:":rfi fi Sec t ion 5.

05 SUFF ICIENCY OF .


{PPLICATIONS AND SUPPORTING DOCUMENTS: Applicacions foi wiEhdrawal and the accompanying docum enEs and other eviden_ ce must be sufficient i n form and substancc co satis fy BADEA char Ehe Bor_ rolrer is entiEled to rri rhdraw from [he LoaD Account the amounE applied for and that this amount is Loan Agreemenc .

in the to be used only for the purposes spec ified Sect ion l. 06 A!
GOO fin Exc acc PLICAT1ON OF THE PROCEEDS OF THE LOAN AlD PXOCU REMENT OF DS: The Borrowe r shal I apply Ehe proceeds oE ihe Loan exclusively ro ancing the -reasonable cost of goods required to carry ouE Lhe pro Ject.

ept as BADEA may othe ,rl',ise agree, procuretlleRt o[ such goods shal I be in ordance with rules and procerture determined by BADEA.
Sect ion 5.o7 rrower shal I cause used exclusiweLy i Exccpt as BADEA shall ot herqise agrce, financed ouc of Lhe US Bo b; s<oetr l Sec t ion 5.08 the amount s which only ro or cn tho PAYMENT By BADEA CF i.ltT[DRAr.lN ANOUNTS: BADEA shall pay rhe Borrower is cntitled to r.ithdraw frorn the f.oai oaaourra order of t.he Borroue r. .
ARTICLE VI DEGREE OF PRIORITT OF TIIE LOAN - TAXES AND RESTRICTIONS _ BADEA T s IlrlruNITIES AND PRMLEGES .o,infffi+3.n.ou:::t oF PRloRrrY oF rHE L.AN: (a) BADEa and rne Bor- : :: :, "tl*' i:::'*xiii: :: :' :*r :' ,"'"'x : J: 1: T r::',::: : :: : : Guaranteeinf ,..." ,"i..llill";,,,J1 llllrl.l',"k,:le Borrowing r.".. ..-.i" if any lien .t.tt orherwise agree, i" ...rted on any o, ,a" ,]to.shaIl as security for any external debt, such li.en witl ipso fac[p arrd .g not"ul" r"r;l]i..::.jr:.i:: rarably secure Ehc poyrnenr.
o[.

rhe princi.pal ;,""::.

charges on rhe Loan, and.
thaE ,n ai" ..Jr*on' provision will be provislons of this section shall not apply co: ^"0" - that effgcc; provided, no' "t, such Iien express ouever' lhal the foregoing "1T;' ..rny Iien created solely as security property; on propert)i, at for bhc paynenL rhe of t. ime of purchase thereot, the purchase price of such any lien on commercial goods to one year after the date on which paid out o[ the proceeds pf Ehe any lien arising in che securing a debt naturin8 secure .a debt maturing nor nDre Lhan rt rs orjginally lncurred and to be sale of such commercial goodsi or ordit-rary course of banking transactions not more than one year atter its date_ and (b) As used in thic Secrlou , the tecm "Governrnental Assets" means as.Sets oI the Borrowi.ng SC.ate or Gua rantee ln8 state, !f.
any polirical or admini- st IqE!\ae subdivision rhereof and of anY entity o\rned or concrolled operating for the accounE or benetir o[ Ehe Borrolring State or Guar antee ing by, or State or any such subdi vis ion inc 1udiFg any ins r it uE ion performing the functions of a central bank or exc[4nge sEabilization fund or s inllar ncti ons .f or such State.

(i) .
(i) .

(ii) (iii) s{ OEtr * cha rge t ton for a the Guaran Sec t ion s on the 6.o 2 Loa nI taxq5 tee ing S 6 TA)(ES: n shal l be levied by, tate - (a) The free from or ln the ",,.

::l;-: +l: il:m";t.:rt I shall or reg l"Y t.y a.r" tstration of s on the ;ju:I*i..T;:iT "iJ.il,:^:,, :.nr eeinE scace t""., State rhe ant ee ^a.."r"",,'u',iJ".

;, 1., (i) Ehe .l.aws of the Bor (ii ) the laws of the laws in effect in s ecc in its ter any count r v rn whose cu uch country.

rrtori .
rrtori .

""::.tn" cuaranreein* statd or rhe rrency the Loan is payable 6p Sec t ion 6.0 3 charges on the Loa n the laws of the Borr rn its te rritories.
R[STRICTIONS; shall be paid owin8 stags .. .04 occ c ion6 ments, r ecords, the Borrori.g st shall be tqrritorie accorded s BADEA ,S I!,MUNITI correspo ndence and ace or IulI and othe r mPosed un6ga ws in e f fect The priuci pal of , and interest free from aIl r estrict ions i Ehe Gua ran teein8 State ep 1u S AND PRIVILE s rmi lar maler iaI sha che Gua rant eeing Stare as conf i rmmun i ty from censors hip and tn the terri to CES: ( a) E exo neraced from EA assets a nd income sha ll Guaranteein t State, be ure and seq uestration.
.AIl B ADEA doc u_ ll be con s idered by denc ia I m at.ters and rnspec t i on in its rres of the Bor nationali.zatio n, (b) All aAD rowinI Stals .. conf i scacion, se iz coopEeArroN *ffir.Hli.rF rr{Fonr,rArroN Bo Sec t ion 7.O 1 rl'olrer a nd the G ua ran tor of che Loan wi l1 c COOPERATION a Lre shall coo at the request of an ws thro the pro e u8h theis ag Ject, che be respeccive ob reernent and of their rantee the Loan; and exchange vie progress of pe rfo rrnance and the Gua Purposes of (r) 6aoB AI{D EX CIIA{GE OF INFOR&TT ION: To that en d BADEA, one of t hern v 5trg o assure thac the the P urpo5 p" Iorrowe r and the preseaCat ives nefits de rive d the re I iga c ions under the Lo any other maCter rela tin8 to.
r.,rth reI ard to .the roo and the an Agreemen t the (ii) furnish co the other parEy aII such informacion reasonably reque" the benefits derivc.l red r.rith regarC Lo the progress of rhe Projecc ' therefrorn and the general scaErts o{ Ehe Loan' .
(b) The BoFrosrer and che $uararlcor shall PromPtly i-nform BADEA of any condition which interferes or threatens to inEerfere eith' lhe progress of the Project., f,he accomplishment of the Purposes of the Loan (includi'ng substanrial increase i-n Ehe cost of the project) or che maintenance of the serwice Ehereof or Ehe perforpance by any one of them oI iLs obli8ations under the Loan A8reencnE and che Cuarantee A8reenent.
(c) The Borrouing SEate or the Guaranteeing State reasonable opportunity for accrecired rePresentatives of parr of iLs terriLory for purposes re]ared to the Loan.
shaIL af ford alL DADEA to visit any A&TICLE V1II CANCEIJ.ATION AND SUSPENS1ON Section 8.O1 CANqELLATION BY THE BoP&OIiER: The Bor rower may by notice to BADEA cancel any amounc of the Loan which the Borrower shall not have withdrawn prior to the giving of such notice, except that the Borrower may noL so cancel any amounL of chc Loan in respecL of shich BADEA shall have enLered inLo a special com[litmenr pursuant to Sect.ion 5.O2.

Section 8.02 SUSPENS1ON BY BADE.


{: shall have occurred and be continuing, and the Cuarantor suspend in whole or make withdrawals from the Loan AccouoE: (i) If any of the fo).lowing ewenrs BADItA may by not.ice to rhe Borrower in part the right.

of Ehe Borrower Eo (a) A default shall have occqrred on the part o[ the Borrower in Ehe payrnent of principal or i-ntereFt or any other pa)rrDent required under Ehe Loan Agreement or qny olher ]qqq _q.
guatantee agreement tlttrEe BADEA and the Borrouer, - (b) The guaranr.or shall have failed to make payment of principal or interest or any othcr paymelE rcquired under Lhe buaranE.ee AgreemenE.

or any olher loan or guarantee agreetnenc beE.ween BADEA and Ehe GuaranCor.

ii I 10 (c I The Borrower or the Cua o che r ob r t i;.

- ;;;' :l:'"r',":t1'j X",:.:i:,.1r.


:J# ";: ::; other loan or guaranlee agreement between BADEA and rhe Borro,rer or between BADEA and the GuaranEor- (d) The right of the Borrower co r.ri thdraw .che proceeds oI any other 'sa loan or credi t or grant made to the Borrower for che the Project shall have been suspended or cancelled i part and the financing of rom ocher sources on conditions satisfacrory to BADEA.

Borrower shaIl.
Borrower shaIl.

have tailed co arr f i.nanc ing of n $rho le or in e terns and (et An exrraordinary siEuaEi.on shalI hive ari.sen whrch shall make it improbable Ehat the Dro c.;r..;;;-,;;i-o.

""oij"it^"t,be execuLed or thar rhe Borrower or Eo Perform irs obligations under the Loan or GuaranEee Agreement.

(f) Any event specified in paragraphs (e) and (f) of Sectton 9.01 .

(g) Any other evenE of Ehis Section.


specified in r.he Loan AgreemenE tor che purposes (ii) The right of the gorrower to make wichdralrals under the Loan Account sharr conrinue to be suspended i" .1,;i; J.'::t:T:,r.

-under be, until rhe event or € :;;:'.""',.

;:'::fi .

:',I1ml*"11";;i::i:,:::';$,'J#'.

"11..n: restored; provided, however, rt"t i" rn" case of any ;I:t':"" j'r"",'.'.1.""il'r"'n:'":::::'1'J"",*[..
':l' j:::::r:i:::'*::i ".r"n ,,oai^lts-been the L Sec t ion 8.03 CANCELLAT1ON 8Y BADEA: rf (a) the righE ot the Borror,er Eo make wichdrawa I s 6rom Ehe Loan Account shall- have been suspended with respect to any arDo unE of the Loan for a continuous peri.od of Ehirty da Ys, or (b) afrer th e Closing Date an a the Loan shall unwithdrawu from t.he Loan AccounE, BADEA may by notice ro the B_o L rolre the Guarancor ter minate Ehe r ig\r of res Loan shal I be cancelle withdrawals wi th Pon the giving of such noEice s uch amounc o[ Ehe mounc of re ma ln d, DI n €ao9 * li Sect-ion 8.o4 EFFECT OF CANCELLATiON OR SUSPENS1ON BY EADEA ON SUBJECT TO SPECIAL CO}IM1TMENT: No cancellation or suspensron shal1 apply to antounts subject to any special commiEmenL entered BADEA pursuant to Section 5.02 except as exPressly Provi'ded cotluoitmenL.
AMOU}iT5 bv BADEA inEo by in such SectionS.05EFFECToFc.qNcELLAtloNoNt.lATURlTlESoFTHELoANt Except as otherwise agreed between BADEA and rhe Borrower, any cance Ilat ion shatl be applied pro rata to the several maturiEies of the principal amount of the Loan matirtint afEer the date of such cancellaE'ion' as such maLuri- tii- aie set.
forth in che Amortization Schedule Lo the Loan Agreement' ARTICLE IX ACCSLERATION OF UATI'RITY Section 9.o1 E\'ENTS oF ACCELERATIoN: 1f any of the following events shall occur and shall continue for the period specified beIow, if anyt BADEA, at its option, may, so long as such event is continuing, by notice to the Borrorder and the Guarantor declare the Principal of che Loan then outst andlng to be due and payable irmnediately co8ether wit.h Lhe inLeresr and other charges thereon and upon any such declaraciori such principal, together with the intcrest and other char8es thereonr shall become due and payable inmedialely i (a) A detault shail have occcured on the part of the Borrower in Ehe pa)rment of principal or interes!
or any oEher paynenE required under Ehe Loan Agreement or any other loan or guarantee agreement betneen BADEA and the Borrower and such defaulE shall conrinue for a period of LhirLy days after notice thereof shall have been glven by BADEA to the Borroeer.

\b A def auI shall ]ave occured on the paEt.


o[ Lhe Guarantor in rhe Payment of principal or interest or any other payment required under the Guarantee Agreement or any other loan or guarantee agreement bec\ieen BADEA and the Guarant.cr and such a default shall continue for a period of thircy days after not.ice thereof shall havc been given by BADEA to the Guaranror.

.L tr EA r?

(c) A detault shaII have occurred rn th, ::::fi :i:"..'".#"."::::.

:l ;;;- ;;;"."

.

:" .

;:" fi::",'.:";J;':i.


":,::: menr beE!,een uoouo "* .-n'""r:::'"il:.:..;":::":.::.

loan or *"o.",,.".

'"*l"u_ and rhe Guaianror.

and such defaurc st"tl co.,cinrc for a irriod rit ..,r*.,nuo* n"".

been given i, oorro .o .n"-ro.ro*;;':: :j::.il::.",'.:;:..:::.

;i ;::r, (d).

an extraordinary siEuacion improbable rhat Ehe project be exec Eo perform i ons period under the Loern o( sixty davs a been continue for a given by BADEA ro (e) An acEion shall have been caken for .
shemenE of the Borrower (other than a scare) operations.

Lhe Bo rror.re r. shal I irave arisen whi L e ir e Borrower r.riII be able AgrecmcnL, ancl such situaL ion aIrer noti.ce Ehereof shall have the dissolut ion or Aisestabl i_ [or the suspension of iLs or -(l) The Borrover (other than a srare) shal .

irs debLs as Ehey ,,";.;"--;:^,:.,':^:.::'::,_:hatI.

:ave becoue unable ro pay or any action or procceding shall have u.

"n-i"r..n by the Borror.;-'.


;'*;;'" "i.r, ..,", i"'.;;.."rrr":::";"JJ"r1?:,#.o..,,..n.

assers or *"-;;.;;,".

(gt Any other evenc specified _ of this SecEion shal 1. have occured any, specified in rhe Loan Agreemenc.

the Loan Agreement for thc purposes shall concinue tor the period, it in and ARTICLE X .

OF LOAN ACREEU.ENT AND CUARAI.ITEE AGREETENT; FA1LURE To ExERcIsE RIGHTS; ARBITRATI0N -ENFORCEABILITY Section 10.01 GUARANTEE EFFECTIVENESS OF PROVISlONS O F LOAN AGREE!
{ENT AND ACREEMENT AFTER SUSPENSION OR CANCELLA TION OR ACCULNRAT MATURITy r NoE!ri rhst anding any canccl la maEurity, a11 Ehe t ided in Articles (VIII) and (IX).
conEinue in ful l force DT a r acceleration of Loan Agreement and Lhe CuaLantee and ef Iect excep c as s pec i f ical lv o o ea99 1_l Section 10.02 ENFORCEASILITY: The rights and obliSarions of BADEA' the Borror.rer and the GuaranEor under the Loan Agreenrent and Lhe Guarantee AgreemenL shall be valid and er,forceable in accordance with their terms noLwifhstanding any provision applied to Lhe Borrouer or Guarantor or in cheLah,ofanyStateorsubdivisionthereo[.Neir.herBADEAhorLhe Borrower nor Elre Cuarantor shall be cntiEled under any circumstanccs ro assert any claim thar any provision oI these :n' Loan, Agreementr or.
rhe GuaranLee Agreernent is invalid or unenforceable for bny reason whaLsoevtsr'.

Conditions "t.:t ".
""u:11 Section.1O.O3 rAILURE T0 EXERCISE RICHTS: No delay in exercising, or omission to exercise, .any ri8ht' power or remedy accruing to either party under the Loan Agreement or Cuarantee Agreement uPon any default by the or.her parry shall impair any such righc, power or remedy or be construed !o be a waiver thereof or an acquiescence in such default, nor shaIl any action of such party in resPecc of any detault' or any acquiescence by it in any default, affect or impair any righr, Pouer or remedy of such Parry in respect of any ocher or subsequent deIault-.
Section 10.o4 ARBITRATION: Any controversy be[.ween the Parties to the Loan Agreement.
or the parr-ies to che Guarantee Agreement' and any clain by any such party against Ehe oEher arising under the Loan A8reement or Cuarant.ee Agreement shall be determined by agreement of the parcies, and failing this the controversy or claim shalI be submitted to arbitrat.ion by an A^rbitral Tribunal as hereinafter: provided: (a) The parties to such arbitration chull be BAITEA on che one side and Lhe Borrower and Ehe Guarantor on the oLher side.

3 (b) The Arbirral.
3 (b) The Arbirral.

Tribunal shall consisr of three arbiErarors appoin- red as follows: one arbitratcr shalI be appointed by BADEA; a second arbiE- rator shail be appoinEed by t.he Dorrower and the GuaranEor or, if rhey shall not.

aBree, by Ehe Guarantor; and the th er I bc appointed by agreement of rhe parcies some e or, if they shall not agree, y the President of the IncernaLi-onal Court of Justice at t.hc reques!

of ei-Eher parLy.
of ei-Eher parLy.

1f either side shall to appoint an arbitrator, such arbitrauor shall be appointed by the Presidenc of t.hc lnLernatlonal Court of Justice at t.hc requesE of the other parEy.

ln case any arbitrator appointed in accordance ;ith t.his Section shaIL EesiBn, die or become unable f o_a_e!, e manner as herein prescribed for t.he appoinrment of the origi-nal arbitrator and such succcssor uhall have all the powers and duties ot such original arbitrator.
fail a b 14 (c) tn arbiErarion proceeding may be insLiruted under this secEion upon noEice bv rhe party insriruring such proceedi"* .. .i" ;;;;.:;;..r.

Such notlce shaIl" contaln a statement setting forth the naLure of the controversy or claim to be submitted to arbitrarian and che naEure of che, rclicf sourhr u.d Ltrc n;.rre u( Ehc arbiEEaEo.

.uu.r".

"u-o; il ;:;-r,r"rara"_ tin8 such proceedi.ng.

l.rithin rhirty days afre.


the giving of such nbtice, the oIher pait.y shaLl notify the parry insr.iruting rtre proceeding of rhe name of the arbirrator appointed iry (d) 1f wirhin sixry da ".r.t ot.her party.

lng rh proceeding Ehe parcies shall noE party may requesc the appointment of an Umpire as of this Sec cion.

oI such not i.ce instituting agree upon an Umpire, any provided in paragraph (b) (e) The Arbirral Tribunal shall be fixed by Ehe.

Umpire.

determine where and when it shall shaII convene .


aE Therea f ter , che sit.

(f) Subject to Ehe provisions o[ this Sect.ion and except as ties shall otherwise agree, the Arbitral Tribuna} shall decide aII relacing Eo its comperence and shall determine its procedure.

AtI of Ehe ArbiEral.

Tribunal shatl be by maloriry vote.


such time and pLace as Arbirral Tribunal shall che par- quest ions dec is ions (g) The Arbitral Tribunal shatl afford to aIl parr.ies a fair hearing and shall render lEs awarrl in writing.

Such award may be rendered even in detaulE of appearance by either party.

An award signed by a majority of the Arbitral Tribunal shalr consEitute the award of such Tribunal.

A signed counterparc of Lhe award shall be transmi'tLed to each par.y.
Any such award rendered in accordance rrith the provisions of thi.s Secrion shalI be final and binding upon the parries ro the Loan Agreement and the Guarancee Agreernent.

Ea!!

!ar!J, shaLl ebide O, a"o ";.ari wirh any such award.

Arbirral Tribunal shalr- appry Ehe Generar.

principres ot Law (h) rhe and Justice.


(i) rhc tors and such arbiEfaEioo parE ies shall other persons the amount shall be fix as t e parEies shaII not agrec o[ remuneration ot fhe a conduct on such e of the arrounE 15 before rhe Arbitral Tribunal shali convene, Lhe -{rbiLraI Tribunal shaII tix such amount as shall be reaso abl'c under Ehc circumstances' BADEA' the Borrolrer and [he Cuarantor shall each defray ics o!

'rn expenses in the arbiEratj.on proceedings.


The coscs of rhe Arbicral Tribunal shaII be divi- ded beEr.reen and borne equally by BADEA on the one side and rhe Borrower and the Guarancor on the other.

Any quesrion concerniDg t'he division of the cosrs of Lhe ArbiLral Tribunal or Lhe procedure Iot paymenl oI such cosrs shall be decdrmined by the Arbitral TribunaI.
(j) The provisions for arbit.ration set forth in lhis Section shall be lieu of.any.other piocedure for the setLler€nt of controversies betr",een to the Loan Agreement and Guarantee A8reemenr or any claim by parties such party aBainst any other such party arising thereunder' ln the any (k) Services of any not.ice or process in connection r.rith any proceed- under this Section may be made in the manner provided in Section 11.01 .

parties to the Loan Agreement and the Cuarantet!


Agreement waive any and other requiremenc.s for the service of any such norice or process.

anB rne aIl ABTICLE XI UISCELI-ANEOUS PROVIS1ONS Section 11.01 I{oTICES AND REQUESTS; Any noCice or request requtred or permitEed to be givcn or made u[der t.he Loan Agreement or Guarant.ee Agreement shall be in rdriting.

ExcepE as otherwise provided in Seclion 12.03, such notice or request shall be deemcd Eo have been duly given or made when it.
shalI be delivered by hand or by rnail, relegram, cable or radio8ram or Lelex to Ehe parc.y Lo vhich it is requi-red or permitted to be Biven or made at such parry's address specified in rhe Loan Aqre Guarant.ee Agreernent or AL such oLher addr€Ss as such part y .
shall have destgnat€il by not.iae to the party giv:ng such notice or maki rig such request, r Section 11.O2 EV1DENCE OF AT,THOITITY TO ACT ON BEHALF OF TIIE BORROWER OR GUARANTOR: The Borrower and the Cuaranror shall firrnish Eo BADEA sufti- cien!

evidence of the auEhority of t.he person or persons of the Borrower' or t-[re c on or execuLe.
any ot.her requ ired or pernriEEed co be t.aken or executed by Lhe Boirowcr under the Loan A8recme-nt lricludiug applications provided for in Arcicle,y.or by heCuaranlor under che Guarantee Agleement.

The Borrower and the Cuaraneor also furnish to BADEA the auLhenticated specimen signarure ot each II Per son .

Lou 6?
Lou 6?

Bt 16 I Sec t ion 11.03 ACT1ON ON BIHALF OF TH required.or p;rmic E BORROWER OR CUARANTOR: Any dc t ion ted to be taken, and Lo be execut ed any documents requiqed or pe rniE ted pursuant co the Loan on beha I t ot rhe reenent or Lhe Guarantee Agreement, Borrower or the Cuar anLor, ma ).
be t:rken or execuced by the rcprescntaE ive of the Dur:ror.rcr or t hc Cua riinLor dcs i AgreemenE or the Cuarantec Agreement I gnaced in thc Lod n or the purposes 6[ Person thereirnto authorised in uri this Section or any amplification of rhe provisions o[ t ing by him.

ny modifi.cation or A Ehe t eqn Agreemen AgreernerrE may be a t or Ehe Guaraht ee Ereed ro on beha I f of Ehe B rrritten inst ranEor by the repre senca c ive r",e r or t he Gua rancor by so des igna Ee d ot iny p".
"on thereunto auLhorised in wrlring by him; Provided that, i n the opinion of such representa E ive , suc h lnodificat ion or amplificat ion is reasonable ir) th not substantia l l e circumstances and viti Y increase the ob Iigat ions of rhe Agreernent or oI Borrower under the Lo arr the.

Cua r.ancor un der Ehe Gud rantee accept che execut Ap reement.
BADEA may lon bla such re Presentative or oCh ln s E rumenE as coDc lus.ive evidence er Person of any such tnat in the opinion o any nodification o r amp 1i f icat ion f such representaL ive of the provisions of the Guarantee Agr9-f,men t cifected rhe Loan Agreement or by such i ns t rumcnE IS c lrcumstances and wi l1 nor subst reasonable in Ehe antially Borrower or dt Che increase the obligat ions of Ehe Cua rantor the reunde r .
ehal f of the Borro n ARTICLE XII IITFECTIVE DATE; TERUINATION CUARANTEE AND sha I been Sec f ion 12.

01 co AGREEMEN I rrot b ecome ef fec furnis hed Eo BADEA that: (a) The AgreeDent on authorised or this respec t.

.

'"".1',[.

"j j NDI'1.IONS PRECEDEN T TO UFFECTIVENESS T: The _l,oan A Sreement rnd the Guaia t rve until evidence saCisfact ory ro BA OF LOAN ACREEI,IENT ntee Agreeme nt DEA shall have tr'"i[::: j "::t.#ffJ::i"i the CuaranE ve been du ee ly 7 SaoE i?
(b) That all other events spcci[ied in che Loan Ag,reemenE 3s condi- Lions Eo effecciveness have occured' Section 1?.02 LDCr\L OIINION OR CERTI F I c^'t't'S: As ParL o[ Llte evidence f ur ni.s h ro Lo be Eurni-shed .pursuanr to Section 12'01 the Borrower shall BADEA an opinidn or opinions sarisfaccory to BADEA of counsel accepLable to BADEA.or, if BADEA shaII so request' a certiticate satisfactory to BADEA of a competenL official of the Borrower or GuaranLor, showing rhat: (a) lhe Loan Agreernent has been duly authorised or rarified and execu- red.
and delivered on behalt of, che Borrouer and consriLuEes a valid and binding obligac.ion on t.he Borrower in accordance.uith its terms; (b) , the Guarantee Agreement has been duly authorised or ratified and execut.ed and delivered on behalt of lhe Guarantor'and constit.uLes a valid and binding obligation on the Guarantor in accord.t"" lrirh its terms.

(c) as shal l Such other matler as shall.

be specitied in tHe Loan ABreemen!

or be reasonably requested by BADEA in connection therewith.
Section 12.03 EFEECTIVE DATE: (a) Except as shall be oLherflise agreed by BADEA and the Borrower, t.he Loan ABreenenE and rhe Guarantee Agreernent shall come into force and effect on the daEe upon vhich BADEA dispaE.ches by cable to the Borrower and the Guarantor noticc of iLs acce-PEance of the evidence required by SecEion 12.01 .
(b) 1f, before Ehe Effective Date, any event shall have occurred which would have entirled BADEA to s.rspead rhe right of the Borrouer to roake lrithdralrals from Ehe Loan AccounE if the Loan AgrcemenL had been effective, d -to 1n BADEA may posEpone the dispatch Sl Lbe _.notice- paragraph(a) of this SeLtion until such event shaII hav e ceased Eo exist.
Section 12.o4 TERMINATION Ot' LOAN AGREEMENT AND GUARANTEE AGREEI4ENT FOR FAILURE TO BEC0!lE EFFECTIVE: -rf all acts requircd co be perfoimed pursuanL t.o Section 12,01 shall noE have been pcrformed by the daLe speci- fied in the Loan .

{greement tor the pri,rposes of this Section or such lat.er daee as shall be deEermlned ,tly BADLA, SADEA md at eemer.f bt noLice to t.he Borrolrer.
n QaoE t8 Upon rhe menc and naEe- Eiwing Dt such all obligaLions nOt rce :he Loan oI Lhe parLies -\Breement .lnd the Cuaranfee -{gree_ chereunder shal I forchwrLh !crmi_ FULL I rom acc ru Gua ra Sec L ion 12.05 TERMIIiATION OII LOAN AGREEI.'

PAYMENT:1f an<l when Ehe ent ire principal the Loan Accou ed on the Loa ntee ARreeme nr nE and aII inLeresc un; oc her charges Nhi n shaII have been paid L the Loan Aere ENT .

{ND GUARANTEE ACREEI.IENT ON amourrt of Ehc Loan vich d rawn ch shaII ha ve DE BA T