LOAN NUMBER 3772 CRG GUARANTEE CRG/TT-1 Guarantee Agreement (Sixth Caribbean Development Bank Project) between REPUBLIC OF TRINIDAD AND TOBAGO and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated , 1996 LOAN NUMBER 3772 CRG GUARANTEE CRG/TT-1 GUARANTEE AGREEMENT AGREEMENT, dated PZ tot Cj , 1996, between REPUBLIC OF TRINIDAD AND TOBAGO (the Guarantbr) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the Bank). WHEREAS (A) by the Loan Agreement, dated October 4, 1994, between the Bank and Caribbean Development Bank (hereinafter called the Borrower) the Bank has agreed to make the Borrower a loan in various currencies equivalent to twenty million dollars ($20,000,000), on the terms and conditions set forth in the Loan Agreement, the proceeds whereof are to be used for IBRD Sub-loans (as defined in the Loan Agreement) to finance Investment Projects and Regional Investment Projects (as defined pursuant to the Loan Agreement) located in the states and territories of the Borrower's regional members; (B) the Loan Agreement provides, inter alia, that no proceeds of the Loan may be withdrawn in respect of an IBRD Sub-loan unless there shall have been provided to the Bank a guarantee or guarantees satisfactory to the Bank for repayment by the Borrower to the Bank of the part of the Loan equivalent to the full amount of such IBRD Sub-loan together with all interest and other charges thereon; and (C) the Guarantor, in consideration of the Bank's entering into the Loan Agreement with the Borrower, has agreed to provide for such purposes a guarantee in respect of IBRD Sub-loans as hereinafter provided; 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 January 1, 1985, with the same force and effect as if they were fully set forth herein, subject, however, to the modifications thereof set forth in Schedule 7 to the Loan Agreement except for paragraph 15 of said Schedule (said General Conditions Applicable to Loan and Guarantee Agreements, as so modified, being hereinafter called the General Conditions). -2- Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions and in, or pursuant to, Section 1.02 of the Loan Agreement have the respective meaning therein set forth. ARTICLE H Guarantee Section 2.01. (a) The Guarantor hereby unconditionally 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, all as set forth in the Loan Agreement, to the extent of the amounts of the Loan withdrawn from the Loan Account to be applied to IBRD Sub-loans made to the Guarantor or, with the guarantee or approval of, the Guarantor, to any agencies or instrumentalities thereof, and, additionally, to all IBRD Sub-loans for the Investment Project or Investment Projects described in Schedule 1 to this Agreement, if any, as such Schedule may be amended from time to time by agreement between the Guarantor and the Bank, to the extent part or all of the aforesaid amounts of the Loan have not been repaid to the Bank, and together with any interest and other charges, including any premium on advanced repayment outstanding thereon. (b) The Guarantor also hereby unconditionally and in proportion to the proprietary interest of nationals of the Guarantor in the Investment Enterprise carrying out the Investment Project for which the IBRD Sub-loan shall have been made or in such other proportion as may be agreed between the Guarantor and the Bank, guarantees, as primary obligor and not as surety merely, the due and punctual payment of the appropriate portion of the principal of, and interest and other charges on, the Loan and of the premium, if any, on the advanced repayment of the Loan, all as set forth in the Loan Agreement, in respect of the amounts of the Loan withdrawn for all IBRD Sub- loans for Regional Investment Projects located in the territories of the Guarantor or from which the Guarantor shall be likely to benefit, and which, if any, shall be described in Schedule 2 to this Agreement, as such Schedule may be amended from time to time by agreement between the Guarantor and the Bank, to the extent part or all of the aforesaid amounts have not been repaid to the Bank, and together with any interest, other charges and premium outstanding thereon. -3- ARTICLE M Other Covenants Section 3.01. The Guarantor covenants that it will not take, or cause or permit any of its political subdivisions or any of its agencies or any agency of any such political subdivision to take, any action which would prevent or interfere with the performance by the Borrower of its obligations contained in the Loan Agreement or in any Sub-loan Agreement providing for an IBRD Sub-loan and will take or cause to be taken all reasonable action necessary or appropriate to enable the Borrower to perform such obligations. ARTICLE IV Effective Date; Termination Section 4.01. This Guarantee Agreement shall not become effective until: (a) evidence satisfactory to the Bank shall have been furnished to the Bank that the execution and delivery of the Guarantee Agreement on behalf of the Guarantor have been duly authorized or ratified by all necessary governmental action; and (b) the Bank has dispatched, in respect of the Loan Agreement, the notice referred to in Section 12.03 (a) of the General Conditions. Section 4.02. As part of the evidence to be furnished pursuant to Section 4.01, there shall be furnished to the Bank an opinion satisfactory to the Bank of counsel acceptable to the Bank showing, on behalf of the Guarantor, that the Guarantee Agreement has been duly authorized or ratified by, and executed and delivered on behalf of, the Guarantor and is legally binding upon the Guarantor in accordance with its terms, and such other matters as shall be reasonably requested by the Bank in connection therewith. Section 4.03. (a) Except as the Bank and the Guarantor shall otherwise agree, the Guarantee Agreement shall enter into effect on the date upon which the Bank dispatches to the Guarantor notice of its acceptance of the evidence required by Section 4.01 of this Guarantee Agreement. (b) If before the date referred to in (a) above, any event shall have occurred which would have entitled the Bank to suspend the right of the Borrower to make withdrawals from the Loan Account under the Loan Agreement, or the General -4- Conditions, the Bank may postpone the dispatch of the notice referred to in paragraph (a) of this Section until such event or events shall have ceased to exist. Section 4.04. If the Guarantee Agreement shall not have entered into effect by i Oj ,, all the obligations of the parties hereunder shall terminate, unless the Blhk, after consideration of the reasons for the delay, shall establish a later date for the purposes of this Section. The Bank shall promptly notify the Guarantor and the Borrower of such later date. ARTICLE V Representative of the Guarantor; Addresses Section 5.01. The Minister of Finance in the Government of the Guarantor is designated as representative of the Guarantor for the purposes of Section 11.03 of the General Conditions. Section 5.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Guarantor: Ministry of Finance Eric Williams Financial Complex Independence Square Port of Spain Trinidad For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INTBAFRAD 197688 (TRT) Washington, D.C. 248423 (RCA) 64145 (WUI) or 82987 (FTCC) -6- IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agreement to be executed in the District of Columbia, United States of America, and delivered in said District of Columbia, in their respective names and as of the day and year first above written. REPUBLIC OF TRINIDAD AND TOBAGO Isl By Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Act 614ud Y6lt-1 4LAU41 By Regional Vice President Latin America and the Caribbean -7- SCHEDULE 1 Additional Investment Projects 8- SCHEDULE 2 Regional Investment Projects INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the International Bank for Reconstruction and Development. FOR SECRETARY