Public Disclosure Authorized LOAN IUMBER 2157 TUN DOCV13 Loan Agreement Public Disclosure Authorized (Nedjerda-Nebhana Irrigation Development Project) between REPUBLIC OF TUNISIA and Public Disclosure Authorized INTERNATIONAL BANK FOR RECONSTRUCTION AND IEVELOPMENT Dated , 1982 Public Disclosure Authorized LOAN NMBER 2157 TUN LOAN AGREEMENT AGREEMENT, dated , 1982, between REPUBLIC OF TUNISIA (hereinafter called the Borrower) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank). WHEREAS (A) the Borrower has requested the Bank to assist in the financing of the foreign exchange cost of the Project described in Schedule 2 to this Agreement by making the Loan as hereinafter provided; (B) the Project will be carried out by Office de la Mise en Valeur de la Vall&e de la Medjerda and Office de Mise en Valeur de Nebhana with the Borrower's assistance and, as part of such assistance, the Borrower will make available to Office de la Mise en Valeur de la Vallee de la Medjerda and Office de Mise en Valeur de Nebhana the proceeds of the Loan as hereinafter provided; and WHEREAS the Bank has agreed, on the basis inter alia of the 7oregoing, to make the Loan available to the Borrower upon the arms and conditions set forth hereinafter and in the 'Project ;reements of even date herewith between the Bank and Office de a Mise en Valeur de la Vallge de la Medjerda and Office de Mise en Valeur de Nebhana; 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, October 27, 1980, with the same force and effect as if they were fully set forth herein (said General Conditions Applicable to Loan and Guarantee Agreements of the Bank 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 addi- tional terms have the following meanings: -2- (a) "OMVVM" means Office de la Mise en Valeur de la Vallfe de la Medjerda, an etablissement a caract&re industriel et commercial established and operating pursuant to the Borrower's Laws No. 58/63 of June 11, 1958 and No. 58/76 of July 9, 1958, and Law No. 80/27 of May 26, 19fU, as amended; (b) "OMIVAN" means Office de Mise en Valeur de Nebhana, an etablissement public a caractere industriel et commercial established and operating pursuant to the Borrower's Law No. 73/28 of May 7, 1973 and Law No. 80/29 of May 26, 1980, as amended; (c) "DEGTH" means the Direction des Etudes et Grands Travaux Hydrauliques, a directorate in the Borrower's Ministry of Agriculture; (d) "Dinar" or the sign "DT" means the currency of the Borrower; (e) "M4edjerda Valley perimeter" means the areas served by OMVVM in the Tunis, Bizerte, Zaghouan and Beja Governorates of the Borrower; (f) "Nebhana perimeter" means the perimeters served by OMIVAN, through the Sidi Messaoud Dam pipeline, in the Sousse, Monastir, Mahdia, Sfax and Kairouan Governorates of the Borrower; (g) "BNT" means Banque Nationale de Tunisie, a Societ6 Anonyme incorporated and operating under the Borrower's Code de Commerce promulgated by Law No. 58/129 of October 5, 1959, as amended, and under its Statuts filed with the Registre du Commerce at Tunis, as amended; (h) "OMVVM Project Agreement" means the Project agreement between the Bank and OMVVM of even date herewith, as the same may be amended from time to time, and such term includes all schedules to the OMVVM Project Agreement; and (i) "OMIVAN Project Agreement" means the Project agreement between the Bank and OMIVAN of even date herewith, as the same may be amended from time to time, and such term includes all schedules to the OMIVAN Project Agreement. -3- ARTICLE II The Loan Section 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions in the Loan Agreement set forth or referred to, an amount in various currencies equivalent to twenty-two million dollars ($22,000,000). Section 2.02. The amount of the Loan may be withdrawn from the Loan 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 Bank, for expenditures made (or, if the Bank shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Project described in Schedule 2 to this Agreement and to be financed out of the proceeds of the Loan.. Section 2.03. Except cs the Bank shall otherwise agree, pro- curement of the goods and civil works required for the Project and to be financed out of the proceeds of the Loan shall be gov- erned by the provisions of Schedule 4 to this Agreement. Section 2.04. The Closing Date shall be December 31, 1988 or such later date as the Bank shall establish. The Bank shall promptly notify the Borrower of such later date. Section 2.05. Not later than the Effective Date, the Borrower shall pay to the Bank a fee equivalent to three hundred twenty-five thousand one hundred twenty-three dollars ($325,123). The fee shall be payable in such currency or curren- cies as the Bank shall specify. In the event that the Bank shall not have received full payment of the fee by the Effective Date, the Bank shall, on behalf of the Borrower, withdraw from the Loan Account and pay to itself the amount required for the full payment of the fee in the currency or currencies specified for the purpose. Section 2.06. The Borrower shall pay to the Bank a commit- ment charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal amount of the Loan not withdrawn from time to time. Section 2.07. The Borrower shall pay interest at the rate of eleven and three-fifths per cent (11-3/5%) per annum on the -4- principal amount of the Loan withdrawn and outstanding from time to time. Section 2.08. Interest and other charges shall be payable semiannually on May 1 and November 1 in each year. Section 2.09. The Borrower shall repay the principal amount of the Loan in accordance with the amortization schedule set forth in Schedule 3 to this Agreement. ARTICLE III Execution of the Project Section 3.01. (a) Without any limitation or restriction upon any of its other obligation under the Loan Agreement, the Borrower shall cause OMVVM and OMIVAN to perform in accordance with the provisions of the OMVVM Project Agreement and the OMIVAN Project Agreement, respectively, all the obligations of OMVVM and OMIVAN respectively therein set forth, shall take or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable OMVVM and OMIVAN to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. (b) Without any limitation or restriction upon its obligations under paragraph (a) of this Section, the Borrower shall: (i) make available to OMVVM, by way of grant, out of the proceeds of the Loan, for the purposes of carrying out Part A of the Project, the amounts allocated under Categories (1), (2) and (3) of the table set forth in paragraph I of Schedule 1 of this Agreement; and (ii) make available to OMIVAN, by way of grant, out of the proceeds of the Loan, for the purpose of carrying out Part B of the Project, the amounts allocated under Categories (4), (5), (6) and (7) of the table set forth in paragraph 1 of Schedule 1 of this Agreement. Section 3.02. The Borrower shall cause DEGTH to transfer to OMIVAN, progressively in accordance with a timetable agreed upon with the Bank, the responsibilities in the Nebhana perimeter for the operation of main and secondary pipelines, and for the operation and maintenance of pumping stations at Ain Kebrite, Bled Sisseb and Oued Aich and of all tubewells. Section 3.03. The Borrower shall cause BNT to provide under terms and conditions satisfactory to the Borrower and the Bank, agricultural credit: (i) to farmers in the Medjerda Valley perineter under Part A (9) of the Project; and (ii) to farmers and agricultural service cooperatives, respectively, in the Nebhana Valley perimeter under Part B (4) and (5) of the Project. Section 3.04. The Borrower shall: (a) by December 31, 1984 or such later date as the Bank may agree, take all measures or cause all measures to be taken to complete, in the Medjerda Valley perimeter, the furnishing of provisional titles to individuals for land distributed pursuant to Law No. 69/56 of September 22, 1969; and (b) by June 30, 1983 or such later date as the Bank may agree, take all measures or cause all measures to be taken to complete, in the Nebhana Valley perimeter, land consolidation and the furnishing of provisional titles to individuals for land dis- tributed pursuant to Law No. 63/18 of May 27, 1963 and Law No. 71/9 of February 16, 1971. Section 3.05. The Borrower shall take all measures, and cause all measures to be taken, to reserve for farmers suitable space at the Tunis wholesale market.