CONFORMED COPY
LOAN NUMBER 11Y' "H
Guarantee Agreement
(Telecommunications Project)
BETWEEN
REPUBLIC OF GHANA
AND
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
DATED JUNE 10, 1975


CONFORMED COPY
LOAN NUMBER 1122 GH
Guarantee Agreement
(Telecommunications Project)
BETWEEN
REPUBLIC OF GHANA
AND
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
DATED JUNE 10, 1975


GUARANTEE AGREEMENT
AGREEMENT, dated June 10, 1975, between REPUBLIC OF GHANA
(hereinafter called the Guarantor) and INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank).
WHEREAS by the Loan Agreement of even date herewith between the Bank
and Posts and Telecommunications Corporation (hereinafter called the Borrower)
the Bank has agreed to make to the Borrower a loan in various currencies equivalent
to twenty-three million dollars ($23,000,000), on the terms and conditions set
forth in the Loan Agreement, but only on condition that the Guarantor agree
to guarantee the obligations of the Borrower in respect of such loan as hereinafter
provided; and
WHEREAS the Guarantor, in consideration of the Bank's entering into the
Loan Agreement with the Borrower, has agreed so to guarantee such obligations
of the Borrower;
NOW THEREFORE the parties hereto hereby agree as follows:
ARTICLE I
General Conditions; Definitions
Section 1.01. The parties to this Agreement accept all the provisions of the
General Conditions Applicable to Loan and Guarantee Agreements of the Bank
dated March 15, 1974, with the same force and effect as if they were fully set
forth herein (said General Conditions Applicable to Loan and Guarantee Agreements
being hereinafter called the General Conditions).
Section 1.02. Wherever usfd in this Agreement, unless the context otherwise
requires, the several terms defined in the General Conditions and in Section 1.02
of the Loan Agreement have the respective meanings therein set forth.
ARTICLE H
Guarantee; Provision of Funds
Section 2.01. Without limitation or restriction upon any of its other
obligations under the Guarantee Agreement, the Guarantor hereby unconditionally


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guarantees, as primary obligor and not as surety merely, the due and punctual
payment of the principal of, and interest and other charges on, the Loan, and
the premium, if any, on the prepayment of the Loan and the punctual performance
of all the other obligations of the Borrower, all as set forth in the Loan Agreement.
Section 2.02. Without limitation or restriction upon the provisions of Section
2.01 of this Agreement, the Guarantor specifically undertakes, whenever there is
reasonable cause to believe that the funds available to the Borrower will be
nadequate to meet the estimated expenditures required for the carrying out of
the Project, promptly to cause the Borrower to be provided with such funds as
are needed to meet such expenditures.
ARTICLE III
Other Covenants
Section 3.01. (a) It is the policy of the Bank, in making loans to, or with
the guarantee of, its members not to seek, in normal circumstances, special security
from the member concerned but to ensure that no other external debt shall have
priority over its loans in the allocation, realization or distribution of foreign
exchange held under the control or for the benefit of such member. To that end,
if any lien shall be created on any public assets (as hereinafter defined), as security
for any external debt, which will or might result in a priority for the benefit
of the creditor of such external debt in the allocation, realization or distribution
of foreign exchange, such lien shall, unless the Bank shall otherwise agree, ipso
facto and at no cost to the Bank, equally and ratably secure the principal of,
and interest and other charges on, the Loan, and the Guarantor, in creating or
permitting the creation of such lien, shall make express provision to that effect;
provided, however, that, if for any constitutional or other legal reason such
provision cannot be made with respect to any lien created on assets of any of
its political or administrative subdivisions, the Guarantor shall promptly and at
no cost to the Bank secure the principal of, and interest and other charges on,
the Loan by an equivalent lien on other public assets satisfactory to the Bank.
(b)   The foregoing undertaking shall not apply to: (i) any lien created on
property, at the time of purchase thereof, solely as security for payment of the
purchase price of such property; and (ii) any lien arising in the ordinary course
of banking transactions and securing a debt maturing not more than one year after
its date.
(c)   As used in this Section, the term  "public assets" means assets of the
Guarantor, of any political or administrative subdivision thereof and of any entity


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owned or controlled by, or operating for the account or benefit of, the Guarantor
or any such subdivision, including gold and other foreign exchange assets held by
any institution performing the functions of a central bank or exchange stabilization
fund, or similar functions, for the Guarantor.
Section 3.02. The Guarantor shall discuss with the Bank the qualifications
of the person or persons being considered for appointment to the position of
Director-General or Deputy Director-General of the Borrower.
Section 3.03. The Guarantor shall take all steps necessary to ensure that
the amounts owed to the Borrower from time to time on account of
telecommunications services rendered to any of the Guarantor's departments,
agencies and instrumentalities will be paid to the Borrower promptly when due.
Section 3.04. (a) The Guarantor shall ensure that only such part of the annual
profits (if any) of the Borrower shall be paid to the Guarantor (including its
consolidated fund) as shall remain after a reasonable provision has been made to
cover out of such profits future expenditures for fixed or capital assets.
(b)   For the purposes of this Section, the term   "annual profits" means
gross revenues from all sources accountable to any fiscal year less operating and
administrative expenses (including adequate maintenance and taxes, if any),
adequate provision for depreciation, repayment of debt in excess of depreciation,
interest and other charges on debt, provision for bad and doubtful debts, and
contributions to staff and superannuation funds and for other contingencies,
accountable to the same fiscal year.
Section 3.05. The Guarantor shall ensure that the Borrower operates its postal
service on sound commercial lines. The Guarantor shall cause the Borrower to be
provided with such funds as are needed to meet any deficit incurred by the
Borrower on account of its postal service to the extent that such deficit cannot
be met out of a transfer of funds generated by the Borrower's telecommunications
service permitted under Section 5.06 of the Loan Agreement.
ARTICLE IV
Representative of the Guarantor; Addresses
Section 4.01. The Senior Principal Secretary, Ministry of Finance of the
Guarantor is designated as representative of the Guarantor for the purposes of
Section 11.03 of the General Conditions.


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Section 4.02. The following addresses are specified for the purposes of
Section 11.01 of the General Conditions:
For the Guarantor:
The Principal Secretary
Ministry of Economic Planning
P.O. Box M76
Accra, Ghana
Cable address:
ECONOMICOM
Accra
For the Bank:
International Bank for
Reconstruction and Development
1818 H Street, N.W.
Washington, D.C. 20433
United States of America
Cable address:
INTBAFRAD
Washington, D.C.
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.
REPUBLIC OF GHANA
By /s/ Samuel E. Quarm
Authorized Representative
INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
By /s/ R. Chaufournier
Regional Vice President
Western Africa