Loan Agreement - World Bank Documents & Reports

LOAN NUMBER 252 BE

Loan Agreement(OTRACO Project)

BETWEEN

INTERNATIONAL BANK FOR RECONSTRUCTIONAND DEVELOPMENT

AND

OFFICE D'EXPLOITATION DES TRANSPORTS

COLONIAUX

DATED MARCH 30, 1960

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LOAN NUMBER 252 BE

Loan Agreement(OTRACO Project)

BETWEEN

INTERNATIONAL BANK FOR RECONSTRUCTIONAND DEVELOPMENT

AND

OFFICE D'EXPLOITATION DES TRANSPORTSCOLONIAUX

DATED MARCH 30, 1960

E~an AgreementAGREEMENT, dated March 30, 1960, between INTER-

NATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT

(hereinafter called the Bank) and OFFICE D'EXPLOITATIONDES TRANSPORTS COLONIAUX (hereinafter called the Borrow-er), an e5tablissement public created and existing under thelaws of the Kingdom of Belgium.

ARTICLE I

Loan Regulations

SECTION 1.01. The parties to this Loan Agreementaccept all the provisions of Loan Regulations No. 4 of theBank dated June 15, 1956, subject, however, to the modi-fications thereof set forth in Schedule 3 to this Agreement(said Loan Regulations No. 4 as so modified being herein-after called the Loan Regulations), with the same forceand effect as if they were fully set forth herein.

ARTICLE II

The Loan

SECTION 2.01. The Bank agrees to lend to the Borrower,on the terms and conditions in this Agreement set forthor referred to, an amount in various currencies equivalentto five million dollars ($5,000,000).

SECTION 2.02. The Bank shall open a Loan Account onits books in the name of the Borrower and shall credit tosuch Account the amount of the Loan. The amount of theLoan may be withdrawn from the Loan Account as pro-vided in, and subject to the rights of cancellation and sus-pension set forth in, the Loan Regulations.

SECTION 2.03. The Borrower shall pay to the Bank acommitment charge at the rate of three-fourths of one percent (3/4 of 1o) per annum on the principal amount of the

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Loan not so withdrawn from time to time. Such commit-ment charge shall accrue from a date sixty days after thedate of this Agreement to the respective dates on whichamounts shall be withdrawn by the Borrower from theLoan Account as provided in Article IV of the Loan Regu-lations or shall be cancelled pursuant to Article V of theLoan Regulations.

SECTION 2.04. The Borrower shall pay interest at therate of six per cent (6o) per annum on the principalamount of the Loan so withdrawn and outstanding fromtime to time.

SECTION 2.05. Interest and other charges shall be pay-able semi-annually on April 1 and October 1 in each year.

SECTION 2.06. The Borrower shall repay the principal ofthe Loan in accordance with the amortization schedule setforth in Schedule 1 to this Agreement.

ARTICLE III

Use of Proceeds of the Loan

SECTION 3.01. The Borrower shall apply the proceedsof the Loan exclusively to financing the cost of goods re-quired to carry out the Project described in Schedule 2 tothis Agreement. The specific goods to be financed out ofthe proceeds of the Loan shall be determined by agreementbetween the Bank and the Borrower, subject to modificationby further agreement between them, and the methods andprocedures for procurement of such goods shall be satis-factory to the Bank.

SECTION 3.02. The Borrower shall cause all goodsfinanced out of the proceeds of the Loan to be importedinto the territories of The Belgian Congo and there to beused exclusively in the carrying out of the Project.

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ARTICLE IV

Bonds

SECTION 4.01. The Borrower shall execute and deliverBonds representing the principal amount of the Loan asprovided in the Loan Regulations.

SECTION 4.02. Any two administrateurs of the Borroweracting jointly and such person or persons as they shalljointly appoint in writing are designated as authorized rep-resentatives of the Borrower for the purposes of Section6.12(a) of the Loan Regulations.

ARTICLE V

Particular Covenants

SECTION 5.01. (a) The Borrower shall carry out theProject with due diligence and efficiency and in conformitywith sound engineering and financial practices.

(b) The Borrower shall furnish to the Bank, promptlyupon their preparation, the plans and specifications for theProject and any material modifications subsequently madetherein, in such detail as the Bank shall from time to timerequest.

(c) The Borrower shall maintain records adequate toidentify the goods financed out of the proceeds of the Loan,to disclose the use thereof in the Project, to record theprogress of the Project (including the cost thereof) andto reflect in accordance with consistently maintained soundaccounting practices the operations and financial conditionof the Borrower; shall enable the Bank's representatives toinspect the Project, the goods, all facilities operated by theBorrower in The Belgian Congo, and any relevant recordsand documents; and shall furnish to the Bank all such in-formation as th.e Bank shall reasonably request concerningthe expenditure of the proceeds of the Loan, the Project,

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the goods, all facilities operated by the Borrower in TheBelgian Congo, and the operations and financial conditionof the Borrower.

SECTION 5.02. (a) The Bank and the Borrower shall co-operate fully to assure that the purposes of the Loan willbe accomplished. To that end, each of them shall furnish tothe other all such information as it shall reasonably requestwith regard to the general status of the Loan.

(b) The Bank and the Borrower shall from time to timeexchange views through their representatives with regardto matters relating to the purposes of the Loan and themaintenance of the service thereof. The Borrower shallpromptly inform the Bank of any condition which inter-feres with, or threatens to interfere with, the accomplish-ment of the purposes of the Loan or the maintenance ofthe service thereof.

SECTION 5.03. The Borrower undertakes that, except asthe Bank shall otherwise agree: (a) if the Borrower shall JFcreate any lien on any of its assets as security for any debt,such lien will equally and ratably secure the payment ofthe principal of, and interest and other charges on, theLoan and the Bonds, and that in the creation of any suchlien express provision will be made to that effect; and (b) ifany lien shall be created, other than by the Borrower, onany assets of the Borrower as security for any debt, theBorrower shall forthwith grant to the Bank an equivalentlien satisfactory to the Bank. The foregoing provisions ofthis Section shall not apply to: (i) any lien created on prop-erty, at the time of purchase thereof, solely as security forthe payment of the purchase price of such property; or (ii)any lien arising in the ordinary course of banking trans-actions and securing a debt maturing not more than oneyear after its date.

SECTION 5.04. The Borrower shall pay or cause to bepaid all taxes or fees, if any, imposed under the laws ofeither of the Guarantors or laws in effect in the territories

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of either of the Guarantors on or in connection with theexecution, issue, delivery or registration of this Agreement,either of the Guarantee Agreements or the Bonds, or thepayment of principal, interest or other charges thereunder;provided, however, that the provisions of this Section shallnot apply to taxation imposed (a) under the laws in effectin the Kingdom of Belgium, on or in connection with pay-ments under any Bond to a holder thereof other than theBank when such Bond is beneficially owned by an individualor corporate resident of the Kingdom of Belgium or (b)under the laws in effect in The Belgian Congo, on or in con-nection with payments under any Bond to a holder thereofother than the Bank when such Bond is beneficially ownedby an individual or corporate resident of The BelgianCongo.

SECTION 5.05. The Borrower shall pay or cause to bepaid all taxes and fees, if any, imposed under the laws ofthe country or countries in whose currency the Loan andthe Bonds are payable or laws in effect in the territories ofsuch country or countries on or in connection with theexecution, issue, delivery or registration of this Agreement,either of the Guarantee Agreements or the Bonds.

SECTIoN 5.06. The Borrower undertakes that all plant,equipment and other property owned or operated by it shallbe operated and maintained, and that all necessary renewalsand repairs thereof shall from time to time be made, all inaccordance with sound engineering standards; and that itwill at all times carry on its operations and maintain itsfinancial position in accordance with sound business, finan-cial and public utility practices.

SECTION 5.07. Except as shall be otherwise agreed be-tween the Bank and the Borrower, the Borrower shall in-sure or cause to be insured with responsible insurers allgoods financed out of the proceeds of the Loan. Such insur-ance shall cover such marine, transit and other hazards inci-dent to the purchase and importation of the goods into the

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territories of The Belgian Congo and to delivery thereofto the site of their use in the Project, and shall be for suchamounts, as shall be consistent with sound commercial prac-tice. Such insurance shall be payable in dollars or in thecurrency in which the cost of the goods insured thereundershall be payable.

ARTICLE VI

Remedies of the BankSECTION 6.01. (i) If any event specified in paragraph

(a), paragraph (b), paragraph (e) or paragraph (f) ofSection 5.02 of the Loan Regulations shall occur and shallcontinue for a period of thirty days, or (ii) if any eventspecified in paragraph (c) of Section 5.02 of the LoanRegulations shail occur and shall continue for a period ofsixty days after notice thereof shall have been given bythe Bank to the Borrower, then at any subsequent time dur-ing the continuance thereof, the Bank, at its option, maydeclare the principal of the Loan and of all the Bonds thenoutstanding to be due and payable immediately, and uponany such declaration such principal shall become due andpayable immediately, anything in this Agreement or in theBonds to the contrary notwithstanding.

ARTICLE VII

Effective Date; Termination

SECTION 7.01. The following events are specified as addi-tional conditions to the effectiveness of this Agreementwithin the meaning of Section 9.01 (a) (ii) and Section9.01(b) (ii) of the Loan Regulations:

(a) that all necessary action respecting the Loan shallhave been taken under Article 15 of the law of 12thJuly 1952 of the Kingdom of Belgium (organic lawof the Borrower), as amended, and the Borrowershall have notified the Bank to that effect;

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(b) that the guarantee by The Belgian Congo of theLoan shall have been duly authorized by a law satis-fying the requirements of Article 14 of the law of18th October 1908 of the Kingdom of Belgium (relat-ing to the government of The Belgian Congo), asamended, such law shall have come validly into effect,and The Belgian Congo shall have notified the Bankto that effect.

SECTION 7.02. The following are specified as additionalmatters, within the meaning of Section 9.02 (e) of the LoanRegulations, to be included in the opinion or opinions to befurnished to the Bank:

(a) that the Borrower is a validly existing 6tablissementpublic under the laws of the Kingdom of Belgiumwith full power and authority to carry out the Projectand that all acts, consents, validations and approvalsnecessary therefor have been duly and validly per-formed or given;

(b) that all necessary action respecting the Loan hasbeen duly and validly taken under Article 15 of thelaw of 12th July 1952 of the Kingdom of Belgium,as amended;

(c) that the guarantee by The Belgian Congo of theLoan has been duly authorized by a law satisfyingthe requirements of Article 14 of the law of 18thOctober 1908 of the Kingdom of Belgium, as amended,and such law has come validly into effect.

SECTION 7.03. A date 60 days after the date of thisAgreement is hereby specified for the purposes of Section9.04 of the Loan Regulations.

ARTICLE VIII

Miscellaneous

SECTION 8.01. The Closing Date shall be March 31, 1961.

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SECTION 8.02. The following addresses are specified forthe purposes of Section 8.01 of the Loan Regulations:

For the Borrower:

Office d'Exploitation des Transports Coloniaux101 avenue LouiseBruxelles, Belgium

Alternative address for cablegrams and radiograms:

OtracobruBrussels

For the Bank:

International Bank forReconstruction and Development

1818 H Street, N,W.Washington 25, D. C.United States of America

Alternative address for cablegrams and radiograms:

IntbafradWashington, D. C.

IN WITNESS WHEREOF, the parties hereto, acting throughtheir representatives thereunto duly authorized, havecaused this Loan Agreement to be signed in their respective

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names and delivered in the District of Columbia, UnitedStates of America, as of the day and year first above written.

INTERNATIONAL BANK FOR

RECONSTRUCTION AND DEVELOPMENT

By EUGENE R. BLACK

President

OFFICE D'EXPLOITATION DES TRANSPORTS

COLONIAUX

By W. VAN CAUWENBERGAuthorized Representative

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SCHEDULE 1

Amortization Schedule

Payment of PrincipalDate Payment Due (expressed in dollars)*

April 1, 1962 $230,000October 1, 1962 237,000April 1, 1963 244,000October 1, 1963 251,000April 1, 1964 259,000October 1, 1964 266,000April 1, 1965 274,000October 1, 1965 282,000April 1, 1966 291,000October 1, 1966 300,000April 1, 1967 309,000October 1, 1967 318,000April 1, 1968 328,000October 1, 1968 337,000April 1, 1969 347,000October 1, 1969 358,000April 1, 1970 369,000

* To the extent that any part of the Loan is repayable in a currency otherthan dollars (see Loan Regulations, Section 3.02), the figures in thiscolumn represent dollar equivalents determined as for purposis ofwithdrawal.

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Premiums on Prepayment and Redemption

The following percentages are specified as the premiumspayable on repayment in advance of maturity of any partof the principal amount of the Loan pursuant to Section2.05(b) of the Loan Regulations or on the redemption ofany Bond prior to its maturity pursuant to Section 6.16 ofthe Loan Regulations:

Time of Prepayment or Redemption Premium

Not more than 2 years before maturity. . ..1/2 %

More than 2 years but not more than 4 yearsbefore maturity ....................... 2%

More than 4 years but not more than 6 yearsbefore maturity ...................... 3/2%

More than 6 years but not more than 8 yearsbefore maturity ....................... 5%

More than 8 years before maturity ........ 6%

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SCHEDULE 2

Description of Project

The Project consists of the improvement and expansionof the transport and other facilities owned or operated bythe Borrower, as provided for in its program of new in-vestment for the years 1959 and 1960. The Project is esti-mated to cost the equivalent of about $20 million and in-cludes the following:

Inland Waterways and River Ports

Construction, assembly, improvement and purchase ofbarges, tugs and other rivercraft.

Purchase of cranes, cargo handling, communications andother equipment for river ports, yards and workshops.

Construction, improvement and expansion of port areas,warehouses, sheds, yards, workshops, office buildings andhousing and staff amenities at river ports.

Matadi-Leopoldville Railroad

Purchase of motive power and rolling stock, and of com-munications and other equipment for stations, yards andworkshops.

Construction, improvement and expansion of track,yards, stations, workshops and housing and staff amenities.

Port of Matadi

Purchase of cranes, cargo handling and other equipment,and improvement and expansion of warehouses, yards andthe port area.

Mayumbe Services

Construction, improvement and purchase of river craftand rolling stock, and purchase and improvement of equip-ment for ports, stations, yards and workshops.

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Construction, improvement and expansion of track, work-shops, stations, yards, port areas, office buildings and hous-ing and staff amenities.

Kivu Services

Construction, assembly, improvement and purchase ofbarges.

Purchase of cargo handling and other equipment forworkshops and yards.

Construction, improvement and expansion of port areas,yards, warehouses, sheds and housing and staff amenities.

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SCHEDULE 3

Modifications of Loan Regulations No. 4

For the purposes of this Agreement the provisions ofLoan Regulations No. 4 of the Bank, dated June 15, 1956,shall be deemed to be modified as follows:

(a) By the deletion of the words'" Guarantor"and" Guar-antee Agreement" wherever the same occur and are notdeleted under some other paragraph of this Schedule 3,and the substitution therefor respectively of the words"Guarantors" and "Guarantee Agreements". Whereverthe context shall require there shall be made all such gram-matical changes as shall be consequential upon the afore-said deletions and substitutions.

(b) By the deletion of Section 2.02.

(c) By the deletion of the second sentence of Section4.01 and the substitution therefor of the following:

"Except as shall be otherwise agreed between the Bankand the Borrower, no withdrawals shall be made on ac-count of (a) expenditures prior to January 1, 1959 or(b) expenditures in the currency of The Belgian Congoor for goods produced in (including services suppliedfrom) the territories of The Belgian Congo or (c) ex-penditures in the territories of any country (other thanSwitzerland) which is not a member of the Bank or forgoods produced in (including services supplied from)such territories."

(d) By the deletion of subparagraphs (b), (c), (d), (e),(f), (g), (h) and (i) of Section 5.02 and the substitutiontherefor respectively of the following subparagraphs:

"(b) A default shall have occurred in the paymentof principal or interest or any other payment requiredunder any other loan agreement between the Bank andthe Borrower or under any loan agreement or under anyguarantee agreement between the Kingdom of Belgium

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and the Bank or under any loan agreement or under anyguarantee agreement between the Bank and The BelgianCongo.

(c) A default shall have occurred in the performanceof any other covenant or agreement on the part of theBorrower or either of the Guarantors under the LoanAgreement, the Guarantee Agreements or the Bonds.

(d) An extraordinary situation shall have arisen whichshall make it improbable that the Borrower or either ofthe Guarantors will be able to perform its respectiveobligations under the Loan Agreement or the GuaranteeAgreements, or there shall have occurred any such changein the nature and constitution of the Borrower or TheBelgian Congo as shall make it improbable that theBorrower or The Belgian Congo will be able to carryout their respective obligations under the Loan Agree-ment or the Belgian Congo Guarantee Agreement.

(e) There shall have been taken, without the priorconsent of the Bank, any action or proceeding wherebyany substantial part of the undertaking of the Borrowershall or may be assigned or in any manner transferredor delivered to any other person, or whereby any propertyof the Borrower shall or may be distributed among itscreditors.

(f) Any action for the dissolution or disestablishmentof the Borrower or for the suspension of its operations,or a substantial part thereof, shall have been taken.

(g) The Kingdom of Belgium shall have been sus-pended from nembership in or ceased to be a memberof the Bank.

(h) The Kingdom of Belgium shall have ceased to bea member of the International Monetary Fund or shallhave become ineligible to use the resources of said Fundunder Section 6 of Article IV of the Articles of Agree-ment of said Fund or shall have been declared ineligibleto use said resources under Section 5 of Article V, Section1 of Article VI or Section 2(a) of Article XV of theArticles of Agreement of said Fund.

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(i) After the date of the Loan Agreement and prior to

the Effective Date any action shall have been takenwhich would have constituted a violation of any covenantcontained in the Loan Agreement or in either of the

Guarantee Agreements relating to the creation of liens assecurity for debt if the Loan Agreement and GuaranteeAgreements had been effective on the date such actionwas taken."

(e) By the deletion of the fifth sentence of Section 6.07and the substitution therefor of the following:

"All Bonds shall have the separate guarantee of each of

the Guarantors endorsed thereon substantially in the

form set forth in Schedule 3 to these Regulations."

(f) By the deletion of Section 6.12(b) and the substitu-tion therefor of the following:

(b) The guarantees on the Bonds shall be signed in the

name and on behalf of the Kingdom of Belgium and of

The Belgian Congo, respectively, by their respectiveauthorized representative or representatives designatedin the Guarantee Agreements for the purposes of this

Section. The signature of any such representative may

be a facsimile signature if the relative guarantee is also

countersigned manually by an authorized representativeof the Guarantor concerned. If any authorized repre-sentative of either of the Guarantors whose manual or

facsimile signature shall be affixed to any such guaranteeshall cease to be such authorized representative, the

Bond on which such guarantee is endorsed may never-theless be delivered under the Loan Agreement and such

guarantee shall be valid and binding on the Guarantorconcerned as th.)ugh the person whose manual or fac-simile signature shall have been affixed to such guaranteehad not ceased to be such authorized representative."

(g) By the deletion of Section 7.02 and the substitutiontherefor of the following:

"Section 7.02. Obligations of Guarantors. The obliga-tions of the Kingdom of Belgium under the Kingdom of

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Belgium Guarantee Agreement and of The Belgian Congounder the Belgian Congo Guarantee Agreement shall beindependent of one another and shall not be dischargedexcept by performance and then only to the extent ofsuch performance. The obligations of each of the Guar-antors shall not be subject to any prior notice to, demandupon or action against the Borrower or the other of theGuarantors or to any prior notice to or demand uponeither of the Guarantors with regard to any default bythe other Guarantor or by the Borrower, and shall not beimpaired by any of the following: any extension of time,forbearance or concession given to the other of theGuarantors or to the Borrower; any assertion of, orfailure to assert, or delay in asserting, any right, poweror remedy against the other of the Guarantors or theBorrower or in respect of any security for the Loan; anymodification or amplification of the provisions of theLoan Agreement or either of the Guarantee Agreementscontemplated by the terms thereof respectively; anyfailure of the Borrower to comply with any requirementof any law, regulation or order of the Kingdom of Bel-gium or of The Belgian Congo or of any political sub-division or agency of either of them."

(h) By the deletion of the first sentence of subsection(c) of Section 7.04 and the substitution therefor of thefollowing:

"The Arbitral Tribunal shall consist of three arbitratorsappointed as follows: one arbitrator shall be appointedby the Bank; a second arbitrator shall be appointed bythe Borrower, The Belgian Congo and the Kingdom ofBelgium or, if they shall not agree, by the Kingdom ofBelgium; and the third arbitrator (hereinafter sometimescalled the Umpire) shall be appointed by agreement ofthe parties or, if they shall not agree, by the Presidentof the International Court of Justice or, failing appoint-ment by him, by the Secretary-General of the UnitedNations."

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(i) By the deletion of Section 8.03 and the substitutiontherefor of the following:

"Section 8.03. Action on Behalf of Guarantors. (a) Anyaction required or permitted to be taken, and any docu-ments required or permitted to be executed, under theKingdom of Belgium Guarantee Agreement on behalf ofthe Kingdom of Belgium may be taken or executed bythe representative of the Kingdom of Belgium designatedin the Kingdom of Belgium Guarantee Agreement for thepurposes of this Section or any person thereunto au-thorized in writing by him. Any modification or ampli-fication of the provisions of the Kingdom of BelgiumGuarantee Agreement may be agreed to on behalf of theKingdom of Belgium by written instrument executed onbehalf of the Kingdom of Belgium by the representativeso designated or any per, -n thereunto authorized in writ-ing by him; j.rovided that, in the opinion of such repre-sentative, such modification or amplification is reason-able in the circumstances and will not substantially in-crease the obligations of the Kingdom of Belgium underthe Kingdom of Belgium Guarantee Agreement. The Bankmay accept the execution by such representative or otherperson of any such instrument as conclusive evidencethat in the opinion of such representative any modifica-tion or amplification of the provisions of the Kingdom ofBelgium Guarantee Agreement effected by such instru-ment is reasonable in the circumstances and will not sub-stantially increase the obligations of the Kingdom ofBelgium thereunder.

(b) Any action required or permitted to be taken, andany documents required or permitted to be executed,under the Belgian Congo Guarantee Agreement on be-half of The Belgian Congo may be taken or executed bythe representative of The Belgian Congo designated inthe Belgian Congo Guarantee Agreement for the pur-poses of this Section or any person thereunto authorizedin writing by him. Any modification or amplification of

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the provisions of the Belgian Congo Guarantee Agree-ment may be agreed to on behalf of The Belgian Congoby written instrument executed on behalf of The BelgianCongo by the representative so designated or any personthereunto authorized in writing by him; provided that,in the opinion of such representative, such modificationor amplification is reasonable in the circumstances andwill not substantially increase the obligations of TheBelgian Congo under the Belgian Congo GuaranteeAgreement. The Bank may accept the execution by suchrepresentative or other person of any such instrumentas conclusive evidence that in the opinion of such repre-sentative any modification or amplification of the pro-visions of the Belgian Congo Guarantee Agreement ef-fected by such instrument is reasonable in the circum-stances and will not substantially increase the obligationsof The Belgian Congo thereunder."

(j) By the deletion of subparagraph (d) of Section 9.02and the substitution therefor of the following:

"(d) that the guarantees on the Bonds when executedand delivered in accordance with the Guarantee Agree-ments will constitute valid and binding obligations of theGuarantors respectively in accordance with the terms ofthe Guarantee Agreements and that, except as stated insuch opinion, no signatures or formalities other thanthose provided for in the Guarantee Agreements are re-quired for that purpose; and

(k) By the deletion of Section 9.03 and the substitutiontherefor of the following:

" Section 9.03. Effective Date. Notwithstanding the pro-visions of Section 8.01, except as shall be otherwiseagreed by the Bank and the Borrower, the Loan Agree-ment and Guarantee Agreements shall come into forceand effect on the date upon which the Bank dispatchesto the Borrower and the Guarantors notice of its accept-ance of the evidence required by Section 9.01."

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(1) By the deletion of paragraph 5 of Section 10.01 andthe substitution therefor of the following:

"5. The term 'Kingdom of Belgium Guarantee Agree-ment' means the agreement between the Kingdom ofBelgium and the Bank providing for the guarantee ofthe Loan.

The term'Belgian Congo Guarantee Agreement' meansthe agreement between The Belgian Congo and the Bankproviding for the guarantee of the Loan.

The term 'Guarantee Agreements' means the Kingdomof Belgium Guarantee Agreement and the Belgian Con-go Guarantee Agreement and includes either or both ofsuch agreements as the context may require and includesall agreements supplemental, and all schedules, theretorespectively."

(m) By the deletion of paragraph 6 of Section 10.01 andthe substitution therefor of the following:

"6. The term 'Borrower' means the party to the LoanAgreement to which the Loan is made; and the term'Guarantors' means the Kingdom of Belgium and TheBelgian Congo and includes either one or both of themas the context may require."

(n) By the deletion of the second sentence f paragraph8, and paragraph 14, of Section 10.01.

(o) By the deletion of the word "Guarantor" in thesecond sentence of paragraph 13 of Section 10.01 and thesubstitution therefor of the words "The Belgian Congo".

(p) By the deletion of the first sentence of the secondparagraph of each of the Forms of Bond set forth inSchedule 1 and Schedule 2 and the substitution thereforin each case of the following new sentence:

"This Bond is one of an authorized issue of bonds invarious currencies equivalent to an aggregate principal

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amount of $ , known as theGuaranteed Serial Bonds of [the Borrower] (hereinaftercalled the Bonds), issued or to be issued under a LoanAgreement dated between [the Borrower]and International Bank for Reconstruction and Develop-ment (hereinafter called the Bank) and guaranteed (i) bythe Kingdom of Belgium in accordance with the termsof a Guarantee Agreement dated betweenthe Kingdom of Belgium and the Bank, and (ii) by TheBelgian Congo in accordance with the terms of a Guar-antee Agreement dated between The Bel-gian Congo and the Bank."

(q) By the deletion of the eighth paragraph of the Formof Bond set forth in Schedule 1 and the seventh paragraphof the Form of Bond set forth in Schedule 2 and the sub-stitution therefor, in each such Schedule, of the followingnew paragraph:

"The principal of the Bonds, the interest accruing there-on and the premium, if any, on the redemption thereofshall be paid without deduction for and free from anytaxes, imposts, levies or duties of any nature or anyrestrictions now or at any time hereafter imposed underthe laws of the Kingdom of Belgium or of The BelgianCongo, or laws in effect in their respective territories;provided, however, that the provisions of this paragraphshall not apply to taxation imposed (a) under the laws ineffect in the Kingdom of Belgium, on or in connectionwith payments under any Bond to a holder thereof otherthan the Bank when such Bond is beneficially owned by anindividual or corporate resident of the Kingdom of Bel-gium or (b) under the laws in effect in The BelgianCongo, on or in connection with payments under anyBond to a holder thereof other than the Bank when suchBond is beneficially owned by an individual or corporateresident of The Belgian Congo."

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(r) By the deletion of the Form of Guarantee set forth inSchedule 3 and the substitution therefor of the followingForm of Guarantee:

"[Name of guarantor], for value received, as a primaryobligor and not as surety merely, hereby absolutely, un-conditionally and independently of any other guaranteeon this Bond, guarantees, and pledges its full faith andcredit for, the due and punctual payment of the principaland premium on redemption of the within Bond and theinterest thereon, free from taxes and restrictions as there-in provided, prior notice to, demand upon or actionagainst the obligor on said Bond or any other guarantoron this Bond or the undersigned being waived.

[Name of guarantor]

ByAuthorized Representative

Dated