Development Credit Agreement

Public Disclosure Authorized Public Disclosure Authorized OFFICIAL CREDIT NUMBEV. 1179 COB DOCUMENTS Development Credit Agreement (River Transport Project) Public Disclosure Authorized between THE PEOPLE'S REPUBLIC OF THE CONGO and INTERNATIONAL DEVELOPMENT ASSOCIATION Public Disclosure Authorized Dated ou OCAA-, 1982

CREDIT NUMBER 1179 COB DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated k A, 1982, between THE PEOPLE'S REPUBLIC OF THE CONGO (hereinafter called the Borrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION (hereinafter called the Association). WHEREAS (A) the Borrower and Agence Transcongolaise des Communications (hereinafter called ATC) have requested the Association to assist in the financing of the project described in Schedule 2 to this Agreement by extending the Credit as hereinafter provided; (B) Parts A, B and C of the Project will be carried out by ATC with the Borrower's assistance and, as part of such assistance, the Borrower will make available to ATC part of the proceeds of the Credit as hereinafter provided; and WHEREAS the Association has agreed, on the basis, inter alia, of the foregoing, to extend the Credit to the Borrower upon the terms and conditions hereinafter set forth and in the Project Agreement of even date herewith between the Association and ATC; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I General Coriditions; Definitions Section 1.01. The parties to this Agreement accept all the provisions of *the General Conditions Applicable to Development Credit Agreements of the Associatioa, dated June 30, 1980, with the same force and effect as if they were fully set forth herein (said General Conditions Applicable to Development Credit Agreements of the Association being hereinafter called the General Conditions). Section 1.02. Wherever 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 therein set forth and the following additional terms have the following meanings: (a) "Project Agreement" means the agreement between the Association and ATC of even date herewith, as the same may be

-2- amended from time to time, and such term includes all schedules and all agreements supplemental to the Project Agreement; (b) "Financing Agreement" means the agreement to be entered into between the Borrower and ATC pursuant to Section 3.01 (c) of this Agreement, as the same may be amended from time to time, and such term includes all schedules to the Financing Agreement; (c) "CFA Franc" and "CFAF" mean the currency of the Borrower; (d) "Sections" means ATC's operating sections set forth in Article 3 of the Borrower's Decree No. 70/38 dated February 11, 1970, as such Decree may be amended from time to time regulating ATC; (e) "CFCO Railway" means ATC's Section Chemin de Fer Congo-Ocean; (f) "Port and River Transport Assets" means all present and future property and assets (including any rights, powers, privileges and franchises) of ATC required for the efficient management and operation of the Ports of Pointe Noire and Brazzaville and secondary river ports and for its river transport operations; (g) "Railway Assets" means all present and future property and assets (including any rights, powers, privileges and franchises) of ATC required for the efficient management and operation of the CFCO Railway; (h) "VNPTF" means ATC's Section Voies Navigables, Ports et Transports Fluviaux; and (i) "0CB" means Office Congolais du Bois an agency established by the Borrower's Decree No. 75/191 dated April 18, 1975, as such Decree may be amended from time to time and in charge of the marketing of the Borrower's forestry resources. ARTICLE II The Credit Section 2.01. The Association agrees to lend to the Borrower, on the terms and conditions in the Development Credit Agreement

-3- set forth or referred to, an amount in various currencies equivalent to fourteen million six hundred thousand Special Drawing Rights (SDR 14,600,000). Section 2.02. The amount of the Credit may be withdrawn from the Credit Account in accordance with the provisions of Schedule 1 to this Agreement, as such Schedule may be amended from time to time by agreement between the Borrower and the Association, for expenditures made (or, if the Association 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 Credit. Section 2.03. Except as the Association shall otherwise agree, procurement of the goods and civil works to be financed out of the proceeds of the Credit shall be governed by the provisions set forth or referred to in Section 2.03 of the Project Agreement. Section 2.04. The Closing Date shall be June 30, 1985 or such later date as the Association shall establish. The Association shall promptly notify the Borrower of such later date. Section 2.05. The Borrower 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 2.06. Service charges shall be payable semiannually on May 15 and November 15 in each year. Section 2.07. The Borrower shall repay the principal amount of the Credit in semiannual installments payable on each May 15 and November 15 commencing November 15, 1991, and ending May 15, 2031. each installment to and including the installment payable on May 15, 2001, to be one-half of one per cent (1/2 of 1%) of such principal amount, and each installment thereafter to be one and one-half per cent (1-1/2%) of such principal amount. Section 2.08. The currency of the French Republic is hereby specified for the purposes of Section 4.02 of the General Conditions. Section 2.09. ATC is designated as representative of the Borrower for Parts A, B, C and D of the Project and the Ministere

-4- des Eaux et Forets is designated as representative of the Borrower for Part E of the Project, for the purposes of taking any action required or permitted to be taken under the provisions of Section 2.02 of this Agreement and Article V of the General Conditions. ARTICLE III Execution of the Project Section 3.01. (a) The Borrower shall carry out Parts D and E of the Project with due diligence and efficiency and in conformity with appropriate administrative, financial and planning practices and shall provide, promptly as needed, the funds, facilities, services and other resources required for the purpose. (b) Without any limitation or restriction upon any of its other obligations under the Development Credit Agreement, the Borrower shall cause ATC to perform in accordance with the provisions of the Project Agreement and the Financing Agreement all the obligations therein set forth or referred to, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate, to enable ATC to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. (c) The Borrower shall enter into a Financing Agreement with ATC, acceptable to the Association, providing, inter alia, for an undertaking by the Borrower: (i) to relend to ATC the proceeds of the Credit allocated to Parts A, B and C of the Project at an interest rate of not less than ten per cent (10%) per annum, repayable in twenty (20) years, including a five-year grace period; (ii) to make available as a grant to ATC from its own resources an amount of not less than six million eight hundred fifty thousand US dollars ($6,850,000) equivalent; and (iii) to pay to ATC subsidies for specific traffic categories, where full cost recovery by ATC is not deemed desirable; (d) The Borrower shall exercise its rights under the Financing Agreement in such manner as to protect the interests of the Borrower and the Association and to accomplish the purposes of the Credit, and except as the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Financing Agreement or any provision thereof.

-5- Section 3.02. In order to assist the Borrower in the carrying out of Parts D and E of the Project, the Borrower shall employ consultants, whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Association. ARTICLE IV Other Covenants Section 4.01. Without any limitation or restriction upon the provisions of paragraph (a) of Section 3.01 of this Agreement, the Borrower specifically undertakes: (a) until December 31, 1982 or such other date as the Borrower and the Association may agree, whenever there is reasonable cause to believe that the funds available to ATC will be inadequate to meet ATC's debt service requirements as defined under Section 4.04 of the Project Agreement, to make arrangements satisfactory to the Association promptly to provide ATC or cause ATC to be provided with such funds as are needed to service such debt; and (b) to take all measures as shall be required to ensure that adequate funds are available to ATC to maintain a positive working capital as required under Section 4.39 of the Project Agreement. Section 4.02. The Borrower shall cause ATC to maintain in position at all times a general manager assisted by a technical general manager, and a manager assisted by a technical manager for each of ATC's three operating Sections, all qualified and experienced. Section 4.03. The Borrower shall, not later than March 31, 1982, in consultation with the Association establish and thereafter maintain, within its Ministry of Transport and Aviation, a unit responsible for planning, coordinating and monitoring all activities in the transport sector. Section 4.04. Promptly upon receipt of ATC's proposals on tariff increases referred to in Section 4.06 of the Project Agreement, the Borrower shall review said proposals, taking into account the Association's comments thereon, and thereafter shall take all necessary measures to effect a tariff increase, deemed satisfactory by the Association, on ATC's domestic and international transit traffic, as of January of each year.

-6- ARTICLE V Remedies of the Association Section 5.01. For the purposes of Section 6.02 of the General Conditions the following additional events are specified pursuant to paragraph (h) thereof, namely, that: (a) ATC shall have failed to perform any covenant, agreement or obligation of ATC under the Project Agreement or the Financing Agreement; (b) an extraordinary situation shall have arisen which shall make it improbable that ATC will be able to perform its obligations under the Project Agreement or the Financing Agreement; (c) the Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of ATC or for the suspension of its operations; (d) the Borrower's Ordonnance No. 21/69 dated October 22, 1969 establishing ATC, the Borrower's Decree No. 70/38 dated February 11, 1970 regulating ATC or any other legislation or regulation of the Borrower governing the establishment, organization and powers of ATC shall, without the prior approval of the Association, have been amended, suspended, abrogated, repealed or waived; and (e) ATC shall have been divested of any of the Railway Assets or Port and River Transport Assets or the operation or management thereof. Section 5.02. For the purposes of Section 7.01 of the General Conditions, the following additional events are specified pursuant to paragraph (d) thereof: (a) the event specified in paragraph (a) of Section 5.01 of this Agreement shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Association to the Borrower and ATC; and (b) any event specified in paragraphs (c), (d) and (e) of Section 5.01 of this Agreement shall occur.

-7- ARTICLE VI Effective Date; Termination Section 6.01. The following events are specified as additional conditions to the effectiveness of the Development Credit Agreement within the meaning of Section 12.01 (b) of the General Conditions namely that the Financing Agreement has been executed on behalf of the Borrower and ATC. Section 6.02. The following are specified as additional matters, within the meaning of Section 12.02 (b) of the General Conditions, to be included in the opinion or opinions to be furnished to the Association: (a) that the Project Agreement has been duly authorized or ratified by ATC, and is legally binding upon ATC in accordance with its terms; and (b) that the Financing Agreement has been duly authorized or ratified by the Borrower and ATC and is legally binding upon the Borrower and ATC in accordance with its terms. Section 6.03. The date' -- is hereby specified for the purposes of Section 12.04 of the General Conditions. Section 6.04. The obligations of the Borrower under Sections 4.02 and 4.04 of this Agreement and the provisions of Section 5.02 of this Agreement shall cease and determine on the date on which the Development Credit Agreement shall terminate or on a date fourteen years after the date of this Agreement, whichever shall be the earlier. ARTICLE VII Representative of the Borrower; Addresses Section 7.01. The Minister of Finance of the Borrower is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions. Section 7.02. The following addresses are specified for the purpose of Section 11.01 of the General Conditions:

-8- For the Borrower: Minist&re des Finances de la R4publique Populaire du Congo Brazzaville B.P. 1183 R6publique Populaire du Congo Cable address: MINIFINANCES Brazzaville R6publique Populaire du Congo For the Association: Telex: PRESICONGO 52 10 KG International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: INDEVAS Washington, D.C. Telex: 440098 (ITT) 248423 (RCA) or 64145 (WUI) IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agreement to be signed in their respective names in the District of Columbia, United States of America, as of the day and year first above written. THE PEOPLE'S REPUBLIC OF THE CONGO By Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By Regional Vice President Western Africa

-9- SCHEDULE 1 Withdrawal of the Proceeds of the Credit 1. The table below sets forth the Categories of items to be financed out of the proceeds of the Credit, the allocation of the amounts of the Credit to each Category and the percentage of expenditures for items so to be financed in each Category: Amount of the Credit Allocated % of (Expressed in Expenditures Category SDR Equivalent) to be Financed (1) Equipment for Part 7,150,000 53% A (1) of the Project (2) Equipment for Part 270,000 100% of foreign A (2) of the Project expenditures (3) Civil works for Part 1,380,000 67% B of the Project (4) Consultants' Services 1,550,000 100% of foreign for Part C of the expenditures Project (5) Consultants' Services 860,000 100% of foreign for Part D of the expenditures Project (6) Consultants' Services 650,000 100% of foreign for Part E of the expenditures Project (7) Unallocated 2,740,000 TOTAL 14,600,000 2. For the purposes of this Schedule, the term "foreign expenditures" means expenditures in the currency of any country other than the Borrower and for goods or services supplied from the

- 10 - territory of any country other than the Borrower; provided, however, that if the currency of the Borrower is also that of another country from the territory of which goods or services are supplied, expenditures in such currency for such goods or services shall be deemed to be "foreign expenditures". 3. The disbursement percentages have been calculated in compliance with the policy of the Association that no proceeds of the Credit shall be disbursed on account of payments for taxes levied by, or in the territory of, the Borrower on goods or services, or on the importation, manufacture, procurement or supply thereof; to that end, if the amount of any such taxes levied on or in respect of any item to be financed out of the proceeds of the Credit decreases or increases, the Association may, by notice to the Borrower, increase or decrease the disbursement percentage then applicable to such item as required to be consistent with the aforementioned policy of the Association. 4. Notwithstanding the provisions of paragraph 1 above, no withdrawals sha be made in respect of payments made for expenditures prior to b( - I qg. 5. Disbursements for the civil works under Parts B (3) and B (4) of the Project shall be made on the basis of certificates of expenditure signed by the Director of VNPTF. 6. Notwithstanding the allocation of an amount of the Credit or the disbursement perceitages set forth in the table in paragraph 1 above, if the Association has reasonably estimated that the amount of the Credit then allocated to any Category will be insufficient to finance the agreed percentage of all expenditures in that Category, the Association may, by notice to the Borrower: (i) reallocate to such Category, to the extent required to meet the estimated shortfall, proceeds of the Credit which are then allocated to another Category and which in the opinion of the Association are not needed to meet other expenditures; and (ii) if such reallocation cannot fully meet the estimated shortfall, reduce the disbursement percentage then applicable to such expenditures in order that further withdrawals under such Category may continue until all expenditures thereunder shall have been made. 7. If the Association shall have reasonably determined that the procurement of any item in any Category is inconsistent with the procedures set forth or referred to in this Agreement,

- 11 - no expenditures for such item shall be financed out of the proceeds of the Credit and the Association may, without in any way restricting or limiting any other right, power or - remedy of the Association under the Development Credit Agreement, by notice to the Borrower, cancel such amount of the Credit as, in the Association's reasonable opinion, represents the amount of such expenditures which would otherwise have been eligible for financing out of the proceeds of the Credit.

- 12 - SCHEDULE 2 Description of the Project The objectives of the Project are (i) to ensure that ATC will be able to meet present and future transport demands, with special emphasis on the needs of forestry development, and (ii) to strengthen the Ministry of Transport and Aviation's capability to plan, coordinate and monitor all activities in the transport sector. The project consists of the following Parts: Part A: (1) (i) Expansion and modernization of ATC's fleet through the acquisition of the floating equipment listed in the Annex to this Schedule. (ii) Acquisition and installation of equipment and tools for the ports of Brazzaville, Mossaka and Ouesso and for the VNPTF training center. Part B: Part C: (2) Strengthening of ATC's data processing capability through acquisition and installation of computer equipment. (1) Rehabilitation and upgrading of the port facilities in Brazzaville, Mossaka and Quesso. (2) Expansion of the training center of VNPTF. (3) Construction of dams and groins on the Lower Sangha river to extend the navigational season. (4) Improvement of the access to the Brazzaville log port. (1) Supervision of the construction and assembly of the new floating equipment included in Part A.1 hereof.

- 13 - (2) Studies for and supervision of the construction of dams and groins on the Lower Sangha river and the improvement of the access to the Brazzaville log port. (3) Training of workshop personnel. (4) Studies of VNPTF's organization, administration and technical procedures. (5) Studies for the formulation of a tariff policy for ATC and establishment of accounting and management information systems. Part D: Part E: Establishment within the Ministry of Transport and Aviation of a unit responsible for planning, coordinating and monitoring of all activities in the transport sector. Preparation of a study and the implementation of an action plan to strengthen OCB's organization, operations and procedures. The Project is expected to be completed by December 31, 1984.

- 14 - ANNEX RIVER FLEET EQUIPMENT Items Estimated Number to be purchased Barges: 300 T timber barge 14* 250 T fuel/timber barge 2 Self-propelled pontoon with ramp 1 Control launch 2 400 hp line pusher 2* 400 hp port pusher 1 Self-propelled passenger/pusher 180 seats 1 Outboard motor barges 2 Engines: 140 hp motor 5 200 hp motor 2 300 hp motor 1 Miscellaneous equipment and spare parts: n.a. * At the dte of this Agreement only four timber barges and one 400 hp line pusher are required under Part A (1) of the Project but these numbers may be increased up to 14 and 2, respectively, subject to prior reviews referred to in paragraph A.3 of the Schedule to the Project Agreement.

INTERNATIONAL DEVELOPMENT ASSOCIATION CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the International Development Association. In witness whereof I have signed this Certificate and affixed the Seal of the Association thereunto the day of ua, 198F C FOR SECRETARY