CONFORMED COPY CREDIT NUMBER 447 SU Development Credit Agreement (IBS Project) BETWEEN THE DEMOCRATIC REPUBLIC OF THE SUDAN AND INTERNATIONAL DEVELOPMENT ASSOCIATION DATED DECEMBER 14, 1973 CONFORMED COPY CREDIT NUMBER 447 SU Development Credit Agreement (IBS Project) BETWEEN THE DEMOCRATIC REPUBLIC OF THE SUDAN AND INTERNATIONAL DEVELOPMENT ASSOCIATION DATED DECEMBER 14, 1973 DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated December 14, 1973, between THE DEMOCRATIC REPUBLIC OF THE SUDAN (hereinafter cal.-u the Borrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION (hereinafter called the Association). ARTICLE I General Conditions; Definitions Section 1.01. The parties to this Agreement accept all the provisions of the General Conditions Applicable to Development Credit Agreements of the Association, dated January 31, 1969, with the same force and effect as if they were fully set forth herein, subject, however, to the modifications thereof set forth in the Schedule to this Agreement (said General Conditions Applicable to Development Credit Agreements of the Association, as so modified, 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 have the respective meanings therein set forth, and the following additional terms have the following meanings: (a) "The Industrial Bank of Sudan" or "IBS" means the Industrial Bank of Sudan established under the Industrial Bank of Sudan Act 1961 of the Borrower and operating under the laws of the Borrower; (b) "Project Agreement" means the agreement between the Association and the Industrial Bank of Sudan of even date herewith, as the same may be amended from time to time; (c) "Subsidiary Loan Agreement" means the agreement to be entered into between the Borrower and IBS pursuant to Section 3.02 of this Agreement, as the same may be amended from time to time; (d) "sub-loan" means a loan or credit made or proposed to be made by IBS to an Investment Enterprise for an Investment Project out of the proceeds of the Credit relent to IBS under the Subsidiary Loan Agreement and "free-limit sub-loan" means a sub-loan, as so defined, which qualifies as a free-limit sub-loan pursuant to the provisions of Section 2.02(b) of this Agreement; 4 (e) "investment" means an investment other than a sub-loan made or proposed to be made by IBS out of the proceeds of the Credit relent to IBS under the Subsidiary Loan Agreement in an Investment Enterprise for an Investment Project; (f) "Investment Enterprise" means an enterprise to which IBS proposes to make or has made a sub-loan or in which it proposes to make or has made an investment; (g) "Investment Project" means a specific development project to be carried out by an Investment Enterprise utilizing the proceeds of a sub-loan or investment; (h) "Sudanese Pound" and "ZS" mean the currency of the Borrower; (i) "foreign currency" means any currency other than the currency of the Borrower; and (k) "subsidiary" means any company of which a majority of the outstanding voting stock or other proprietary interest is owned or effectively controlled by IBS or by any one or more subsidiaries of IBS or by IBS and one or more of its subsidiaries. ARTICLE II The Credit Section 2.01. The Association agrees to lend to the Borrower, on the terms and conditions in this Agreement set forth or referred to, an amount in various currencies equivalent to four million dollars ($4,000,000). Section 2.02. (a) Pursuant to Section 2.08 of this Agreement, IBS may withdraw from the Credit Account in respect of a sub-loan or investment to finance the reasonable cost of goods and services required for the Investment Project in respect of which the withdrawal is requested, such amounts as shall have been expended (or, if the Association shall so agree, as shall be required to meet expenditures to be made) in a currency other than the currency of the Borrower for goods procured, or services supplied, from outside the territories of the Borrower; provided, however, that no withdrawal shall be made in respect of a sub-loan or investment unless (A) the sub-loan or investment shall have been approved by the Association; or (B) the sub-loan shall be a free-limit sub-loan for which the Association shall have authorized withdrawals from the Credit 5 Account; and provided, further, that withdrawals from the Credit Account may be made on account of expenditures in the currency of the Borrower with respect to: (i) the c.i.f. (Sudan port of entry) value of goods produced outside Sudan and purchased from suppliers in Sudan and invoiced and paid for in the currency of the Borrower, or (ii) the equivalent of sixty per cent (60%) or such other percentage (representing the estimated foreign expenditure component) as the Association and the Borrower may establish of total expenditures for goods described in (i) above where the c.i.f. price cannot be established. (b) A free-limit sub-loan shall be a sub-loan for an Investment Project in an amount to be financed out of the proceeds of the Credit which shall not exceed the sum of: (i) $75,000 equivalent, when added to any other outstanding amounts financed or proposed i be financed out of the proceeds of the Credit for any other project directly and materially related to such Investment Project; and (ii) $1,000,000 equivalent, when added to all other free-limit sub-loans financed or proposed to be financed out of the proceeds of the Credit, the foregoing amounts being subject to change from time to time as determined by the Association. (c) Except as the Borrower and the Association shall otherwise agree and subject to the limitation contained in Section 5.01(a) of the General Conditions, no withdrawals shall be made on account of expenditures made by an Investment Enterprise in respect of a sub-loan subject to the Association's approval, or in respect of an investment, more than ninety days prior to the date on which the Association shall have received in respect of such sub-loan or investment the application and information required by Section 2.02 (b) of the Project Agreement or, under a free-limit sub-loan, more than ninety days prior to the date on which the Association shall have received in respect of such free-limit sub-loan the request and information required by Section 2.02(c) of the Project Agreement. Section 2.03. The Closing Date shall be December 31, 1977 or such other date as shall be determined by the Association. Section 2.04. 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 2.05. Service charges shall be payable semi-annually on January 15 and July 15 in each year. Section 2.06. The Borrower shall repay the principal amount of the Credit in semi-annual installments payable on each January 15 and July 15 commencing January 15, 1984, and ending July 15, 2023, each installment to and including 6 the installment payable on July 15, 1993, 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 2.07. The currency of the United States of America is hereby specified for the purposes of Section 4.02 of the General Conditions. Section 2.08. The Borrower hereby designates IBS as its representative for the purpose of taking any action required or permitted under Section 2.02 of this Agreement and Article V of the General Conditions. ARTICLE III Description of the Project; Use of Proceeds of the Credit Section 3.01. The purpose of the Credit is to assist IBS in financing the development of productive facilities and resources in the Sudan. The Project consists in the financing by IBS of specific development projects through loans to and investments in productive enterprises in the Sudan, in furtherance of the corporate purposes of IBS. Section 3.02. (a) The Borrower shall relend the proceeds of the Credit to IBS under a subsidiary loan agreement to be entered into between the Borrower and IBS under terms and conditions satisfactory to the Association. (b) The Borrower shall exercise its rights under the Subsidiary Loan 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 Borrower and the Association shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Loan Agreement or any provision thereof. (c) The Borrower shall take and cause all its agencies to take all action which shall be necessary on their part to enable IBS to perform all of its obligations under the Project Agreement and the Subsidiary Loan Agreement and shall not take or permit to be taken any action which might interfere with such performance. ARTICLE IV Consultation, Information and Inspection Section 4.01. The Borrower and the Association shall cooperate fully to assure that the purposes of the Credit will be accomplished. To that end, the 7 Borrower and the Association shall from time to time, at the request of either party: (a) exchange views through their representatives with regard to the performance of the respective obligations of any party under this Agreement, the Project Agreement or the Subsidiary Loan Agreement, the administration, operations, and financial position of IBS and its subsidiaries and other matters relating to the purposes of the Credit; and (b) furnish to the other all such information as it shall reasonably request with regard to the general status of the Credit. On the part of the Borrower, such information shall include information with respect to financial and economic conditions in the territories of the Borrower, including its balance of payments, and the external debt of the Borrower. Section 4.02. (a) The Borrower shall furnish or cause to be furnished to the Association all such information as the Association shall reasonably request concerning the administration, operations and financial condition of IBS. (b) The Borrower and the Association shall promptly inform each other of any condition which interferes with, or threatens to interfere with, the accomplishment of the purposes of the Credit, the maintenance of the service thereof or the performance by any party of its obligations under this Agreement, the Project Agreement or the Subsidiary Loan Agreement. Section 4.03. The Borrower shall afford all reasonable opportunity for accredited representatives of the Association to visit any part of the territories of the Borrower for purposes related to the Credit. ARTICLE V Taxes and Restrictions Section 5.01. The principal of, and service charges on, the Credit shall be paid without deduction for, and free from, any taxes imposed under the laws of the Borrower or laws in effect in its territories. Section 5.02. This Agreement, the Project Agreement and the Subsidiary Loan Agreement shall be free from any taxes on or in connection with the execution, delivery or registration thereof, imposed under the laws of the Borrower or laws in effect in its territories. 8 Section 5.03. The payment of the principal of, and service charges on, the Credit shall be free from all restrictions, regulations, controls and moratoria of any nature imposed under the laws of the Borrower or laws in effect in its territories. ARTICLE VI Remedies of the Association Section 6.01. If any event specified in Section 7.01 of the General Conditions or in Section 6.02 of this Agreement shall occur and shall continue for the period, if any, therein set forth, then at any subsequent time during the continuance thereof, the Association, at its option, may by notice to the Borrower declare the principal of the Credit then outstanding to be due and payable immediately together with the service charges thereon, and upon any such declaration such principal and service charges shall become due and payable immediately, anything to the contrary in this Agreement notwithstanding. Section 6.02. For the purposes of Section 6.02 of the General Conditions, the following additional events are specified: (a) IBS shall have failed to perform any of its obligations under the Project Agreement; (b) the Borrower or IBS shall have failed to perform any of its obligations under the Subsidiary Loan Agreement; (c) any part of the principal amount of any loan to IBS having an original maturity of one year or more shall, in accordance with its terms, have become due and payable in advance of maturity as provided in the relative contractual instruments, or any security for any such loan shall have become enforceable; (d) a change shall have been made in the Industrial Bank of Sudan Act, 1961 as amended or in the By-laws of IBS so as, in the judgement of the Association, to affect materially and adversely the carrying out of the Project or the objectives, operations or financial condition of IBS; (e) a resolution shall have been passed for the dissolution or liquidation of IBS; and (f) a subsidiary or any other entity shall have been created or acquired or taken over by IBS, if such creation, acquisition or taking over would adversely 9 affect the conduct of IBS's business or IBS's financial position or the efficiency of IBS's management and personnel or the carrying out of the Project. Section 6.03. For the purposes of Section 7.01 of the General Conditions the following additional events are specified: (a) the event specified in paragraph (a), (b) or (f) of Section 6.02 hereof 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 (b) the event specified in paragraph (c), (d), or (e) of said Section shall occur. ARTICLE VII Effective Date; Termination Section 7.01. The following events are specified as additional conditions to the effectiveness of this Agreement within the meaning of Section 10.01(b) of the General Conditions: (a) that the Project Agreement has been duly executed and delivered on behalf of IBS or ratified by all necessary corporate and governmental action; and (b) that the Subsidiary Loan Agreement has been duly executed and delivered on behalf of the Borrower and IBS or ratified by all necessary corporate and governmental action. Section 7.02. The following are specified as additional matters, within the meaning of Section 10.02(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, and executed and delivered on behalf of, IBS and constitutes a valid and binding obligation of IBS in accordance with its terms; and (b) that the Subsidiary Loan Agreement has been duly authorized or ratified by, and executed and delivered on behalf of, the Borrower and IBS and constitutes a valid and binding obligation of the Borrower and IBS in accordance with its terms. Section 7.03. The date March 15, 1974 is hereby specified for the purposes of Section 10.04 of the General Conditions. 10 b ARTICLE VIII Representative of the Borrower; Addresses Section 8.01. The Commissioner General for Development of the Borrower is designated as representative of the Borrower for the purposes of Section 9.03 of the General Conditions. Section 8.02. The following addresses are specified for the purposes of Section 9.01 of the General Conditions: For the Borrower: National Planning Commission The Democratic Republic of the Sudan P.O. Box 2092 Khartoum, Sudan Cable address: EIMAR Khartoum, Sudan For the Association: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: INDEVAS Washington, D.C. IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agreement to be signed 11 in their respective names and to be delivered in the District of Columbia, United States of America, as of the day and year first above written. THE DEMOCRATIC REPUBLIC OF THE SUDAN By /s / Abdel Azis Al Nasri Hamza Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By /s/ Bernard R. Bell Regional Vice President Eastern Africa 12 SCHEDULE Modifications of the General Conditions For the purposes of this Agreement, the provisions of the General Conditions are modified as follows: (1) The following subparagraph is added to Section 2.01: "13. The term 'Project Agreement' has the meaning set forth in Section 1.02(b) of the Development Credit Agreement." (2) The words "Investment Projects" are substituted for the words "the Project" at the end of Section 5.03. (3) Section 6.02(h) is deleted and Section 6.02(i) is renumbered as Section 6.02(h). (4) Section 6.03 is deleted and replaced by the following new Section: "Section 6.03. Cancellation by the Association. If (a) the right of the Borrower to make withdrawals from the Credit Account shall have been suspended with respect to any amount of the Credit for a continuous period of thirty days or (b) by the date specified in paragraph (e) of Section 2.02 of the Project Agreement no applications or requests permitted under paragraph (a) or paragraph (b) of such Section shall have been received by the Association in respect of any portion of the Credit, or having been so received, shall have been denied, or (c) after the Closing Date an amount of the Credit shall remain unwithdrawn from the Credit Account, the Association may by notice to the Borrower terminate the right of the Borrower to submit such applications or requests or to make withdrawals from the Credit Account, as the case may be, with respect to such amount or portion of the Credit. Upon the giving of such notice such amount or portion of the Credit shall be cancelled." (5) The words "The Project Agreement" are added after the words "the Development Credit Agreement" in Section 6.06. (6) The words "or the Project Agreement" are added after the words "the Development Credit Agreement" in Section 8.02.