CCR 1037 01 P Loan Agreement No. CCR 1037 01 P is approved, between the Republic of Costa Rica and the French Development Agency (AFD), to finance the Budget Support Program "Implementation of the Agri-Environmental Policy and the Sustainable Agri-Landscapes Initiative", up to the sum of €100,000,000 (one hundred million euros).
The text of the referenced loan agreement and its annexes, which are attached below, form an integral part of this law.
CERT. MH-DCP-AL-OF-008-2024 ROSIBEL BERMÚDEZ FERNÁNDEZ, HEAD OF LEGAL ADVISORY, PUBLIC CREDIT DIRECTORATE, MINISTRY OF FINANCE, CERTIFIES: That the following seventy (70) photostatic copies are a faithful and exact reproduction of the original of the following document: Loan Agreement No. CCR 1037 01 P between the French Development Agency and the Republic of Costa Rica, to finance the budget support program "Implementation of the agri-environmental policy and the sustainable agri-landscapes initiative" up to the sum of one hundred million Euros (100,000,000 EUR); a document that I have had before me for the purpose of certifying. That is all.
This certification is issued in the city of San José, at nine hours and fifteen minutes on the sixteenth of August, two thousand twenty-four, to be attached to the bill entitled: Approval of Loan Agreement No. CCR 1037 01 P to finance the Budget Support Program "Implementation of the Agri-Environmental Policy and the Sustainable Agri-Landscapes Initiative". Exempt from stamps.
AFD AGREEMENT No. CCR 1037 01 P _______________________________________________________________________________ CREDIT AGREEMENT dated August 12, 2024 between THE FRENCH DEVELOPMENT AGENCY the Lender and THE REPUBLIC OF COSTA RICA the Borrower TABLE OF CONTENTS l. DEFINITIONS AND INTERPRETATION ........................................................................ 6 1.1 Definitions ................................................................................................... 6 1.2 Interpretation ................................................................................................ 6 2. CREDIT, ALLOCATION AND CONDITIONS OF USE ............................................... 6 2.1 Credit ........................................................................................ .................. 6 2.2 Purpose ......................................................................................... ................. 6 2.3 Absence of liability ....................................................................... 6 2.4 Conditions precedent ............................................................................ 6 3. DISBURSEMENT MODALITIES ......................................................................... 7 3.1 Amount of Disbursements ............................................................................ 7 3.2 Disbursement Request ............................................................................... 7 3.3 Making the Disbursement ......................................................................... 8 3.4 Credit Disbursement Modalities ...................................................... 8 3.5 First Disbursement Deadline ............................................................ 8 3.6 Funds Disbursement Deadline ............................................... 8 4. INTEREST ....................................................................................... ......................... 9 4.1 Interest rate ............................................................................................. 9 4.2 Calculation and payment of interest .................................................................... 11 4.3 Default and moratorium interest .................................................................... 11 4.4 Communication of Interest Rates ........................................................ 12 4.5 Annual Percentage Rate of Charge (Taux Effectif Global) .................................................. 12 S. CHANGE IN INTEREST RATE CALCULATION ............................................. 12 5.1 Market Disruption ............................................................................. 12 5.2 Monitoring Rate ........................................................................................ 13 6. FEES ...................................................................................... ....................... 14 6.1 Commitment fee ............................................................................ 14 6.2 Appraisal fee ............................................................................... 15 7. REPAYMENT ....................................................................................... ...................... 15 8. PREPAYMENTS AND ANULACIÓN ...................................................... 15 8.1 Voluntary prepayments ........................................................... 15 8.2 Mandatory prepayments ............................................................ 15 8.3 Cancellation by the Borrower ............................................................. 16 8.4 Cancellation by the Lender ............................................................ 16 8.5 Limitations ................................................................................................. 16 9. ADDITIONAL PAYMENT OBLIGATIONS ............................................................. 17 9. 1 Costs and expenses ........................................................................................... 17 9.2 Cancellation indemnity ....................................................................... 17 9.3 Prepayment Indemnity ..................................................... 17 9.4 Taxes and obligations .............................................................................. 18 9.5 Additional Expenses ....................................................................................... 18 9.6 Indemnity following a conversion operation .............................. 18 9.7 Due date .................................................................................... 19 10. REPRESENTATIONS AND WARRANTIES ............................................................................ 19 10.1 Power and authority ........................................................................................ 19 10.2 Validity and admissibility as evidence .......................................................... 19 10.3 Binding force ....................................................................................... 20 10.4 Registration and stamp duties ................................................. 20 10.5 Transfer of funds ............................................................................. 20 10.6 Absence of contradiction with other obligations ..................................... 20 10.7 Applicable law; exequatur ..................................................................... 20 10.8 Absence of Event of Default ..................................................... 20 10.9 Absence of misleading information ......................................................... 21 10.10 Pari Passu ............................................................................................... 21 10.11 Lawful origin of funds, Prohibited Practices .................................... 21 10.12 Absence of Material Adverse Effect ........................................ 21 10.13 Sovereign immunity ................................................................................ 21 11. COVENANTS .................................................................................... .................. 21 11. 1 Compliance with laws, regulations and obligations ................................ 21 11.2 Authorisations ........................................................................................... 22 11.3 Implementation and Protection of the Program .............................................. 22 11.4 Environmental and social responsibility... ....................................................... 22 11.5 Additional financing .............................................................................. 22 11.6 Pari Passu ................................................................................................ 23 11.7 Inspections ............................................................................................. 23 11.8 Program evaluation .......................................................................... 23 11.9 Financial Sanctions and Embargo ........................................................... 23 11. 10 Lawful origin, absence of Prohibited Practices ................................... 24 11.11 Investigation ............................................................................................ 24 11.12 Visibility and communication ...................................................................... 25 1 1.13 Public financial management reforms ...................................... 25 12. INFORMATION COVENANTS ...................................................................... 25 12.1 Financial information ............................................................................... 25 12.2 Program implementation .................................................................... 25 12.3 Monitoring report .............................................................................. 25 12.4 Additional information .................................................................................. 26 13. EVENTS OF DEFAULT .............................................................................. 26 13.1 Events of Default ......................................................................... 26 13.2 Acceleration ................................................................................. 28 13.3 Notification of an Event of Default ............................................. 28 14. CREDIT MANAGEMENT .......................................................................................... 28 14 .1 Payments ........................................................................................ .................. 28 14.2 Set-off ............................................................................................. 29 14.3 Business Days ................................................................................................. 29 14.4 Payment currency .......................................................................................... 29 14.5 Calculation of days ............................................................................................ 29 14.6 Place of performance and payments ....................................................................... 29 14.7 Payment system disruption ........................................................... 30 15. MISCELLANEOUS ......................................................................................... .............................. 30 15. 1 Language ....................................................................................... .................. 30 15.2 Certificates and calculations ................................................................................. 31 15.3 Partial invalidity ............................................................................................. 31 15.4 Absence of Waiver ................................................................................. 31 15.5 Assignments ...................................................................................... ................ 31 15.6 Legal value ................................................................................................ 31 15. 7 Entire agreement ....................................................................................... 31 15.8 Amendments ................................................................................................... 31 15.9 Confidentiality and Disclosure of information ........................................... 31 15. 1 0 Limitation period .............................................................................. 32 I 5.11 Imprévision ................................................................................................. 32 16. NOTICES ................................................................................. .................... 32 16.1 Written communications and addressees ..................................................... 32 16.2 Receipt ..................................................................................... ................ 33 16.3 Electronic Communication ............................................................................ 34 17. APPLICABLE LAW, JURISDICTION AND ELECTION OF DOMICILE ............... 34 17.1 Applicable law ....................................................................................... 34 17.2 Arbitration ..................................................................................... .................. 34 17.3 Election of domicile ................................................................................... 34 18. DURATION ....................................................................................... ........................ 35 19. ELECTRONIC SIGNATURE ............................................................................................ 35
AND RATE ............................................................................................. 63
CONFIRMATION LETTER .......................................................................................... 66
ON THE FRENCH GOVERNMENT WEBSITE AND THE BORROWER'S WEBSITE ..................................................... 67
OF THE TRANSACTION ................................................................................................. 68
AND SOCIAL DOCUMENTS THAT THE BORROWER AUTHORIZES TO DISCLOSE WITHIN THE FRAMEWORK OF THE ENVIRONMENTAL AND SOCIAL COMPLAINTS MECHANISM. ....................................................................................... 70 CREDIT AGREEMENT BETWEEN THE UNDERSIGNED, NAMELY:
(1) THE REPUBLIC OF COSTA RICA, represented by Nogui ACOSTA JAÉN, in his capacity as Minister of Finance, who is duly authorized to sign this Agreement in accordance with Presidential Decree No. 001-P of May 10, 2022.
(hereinafter, "Costa Rica" or the "Borrower"); and (2) THE FRENCH DEVELOPMENT AGENCY, a French public entity under French law, with its principal place of business at 5, Rue Roland Barthes, 75598 Paris Cedex 12, France, registered in the Paris Trade and Companies Register under number 775 665 599, represented by Julián GARCÍA, in his capacity as representative of the Agence Française de Développement in Costa Rica (a.i.), and duly authorized to sign this Agreement, (hereinafter, the "AFD" or the "Lender"):
(hereinafter, the Borrower and the Lender shall be referred to jointly as the "Parties" and individually as a "Party");
(A) The Borrower intends to implement a program consisting of policy-based budget support for the implementation of the agri-environmental policy and the sustainable agri-landscapes initiative ("Support for the agri-environmental policy and the sustainable agri-landscapes initiative") (hereinafter, the "Program"), as described below in Annex 2 (Program Description).
(B) The Borrower requested the Lender to grant a credit to participate in the financing of the Program.
(C) The Lender is a public entity that contributes to the implementation of the French State's development aid policy (in accordance with Article L5 l 5. l 3 of the French Monetary and Financial Code) and has expressed its interest in participating in the financing of the Project.
(D) By virtue of Resolution No. C2023 l 35 l of its Board of Directors dated December 14, 2023, the Lender agreed to grant a Credit to the Borrower in accordance with the terms and conditions of this Agreement.
THE PARTIES HAVE AGREED AS FOLLOWS:
l. DEFINITIONS AND INTERPRETATION 1.1 Definitions The capitalized terms and expressions used in this Agreement (including those contained in the foregoing considerations and in the Annexes) shall have the meaning attributed to them in Annex 1A (Definitions), unless otherwise provided in this Agreement.
1.2 Interpretation The terms and expressions used in this Agreement shall be understood in accordance with the provisions of Annex 1B (Interpretations), except where otherwise stated.
2. CREDIT, ALLOCATION AND CONDITIONS OF USE 2.1 Credit The Lender makes available to the Borrower, subject to the provisions of this Agreement, a Credit in a maximum total amount of one hundred million Euros (100,000,000 EUR).
Regardless of the currency of the credit, the Borrower may request Disbursements in the equivalent of US dollars in accordance with Article 14.6 (Place of payment).
2.2 Purpose The purpose of the Credit is to finance the Borrower's budget, intended to implement the Program, as indicated in Annex 2 (Program Description), in accordance with the Financing Plan described in Annex 3A (Financing Plan) and the Public Policy Matrix described in Annex 3B (Public Policy Matrix).
2.3 Absence of liability The Lender shall not be liable for the use of any amount lent that is not in accordance with the provisions of this Agreement.
2.4 Conditions precedent The Borrower shall provide the Lender, no later than the Agreement Signing Date, with all the documents listed in Part I of Annex 4 (Conditions Precedent).
The Borrower may not submit a Disbursement Request to the Lender unless:
(i) For the first Disbursement, the Lender has received all the documents listed in Parts II and III of Annex 4 (Conditions Precedent), and has confirmed to the Borrower that said documents comply with the requirements of the aforementioned Annex in form and substance:
(ii) For any subsequent Disbursement, the Lender has received all the documents listed in Part III of Annex 4 (Conditions Precedent), and has confirmed to the Borrower that said documents comply with the requirements of the aforementioned Annex in form and substance; and (iii) on the date of the Disbursement Request and on the proposed Disbursement Date, no Payment System Disruption event has occurred and the conditions stipulated in this Agreement are met, in particular:
(1) no Event of Default or Mandatory Prepayment is ongoing or could possibly occur; (2) the Borrower is current with all its payment obligations, including the fees owed under this Agreement; (3) the Disbursement Request complies with the stipulations of Article 3.2 (Disbursement Request); and (4) each representation made by the Borrower under Article 10 (Representations and warranties) is accurate.
3. DISBURSEMENT MODALITIES 3.1 Amount of Disbursements The Credit shall be made available to the Borrower during the Availability Period, in two (2) disbursements.
The amount of the first Disbursement shall be a minimum of fifty million euros (50,000,000 euros). The amount of the second disbursement shall be an amount equivalent to the Available Credit.
3.2 Disbursement Request Provided the conditions stipulated in Article 2.4 (b) (Conditions precedent) are met, the Borrower may access the Credit by submitting a duly completed Disbursement Request to the Lender. The Disbursement Request shall be submitted by the Borrower to the Director of the AFD Office at the address specified in Article 16.1 (Written communications and addressees).
Each Disbursement Request is irrevocable and will be considered duly completed only if:
(a) it is substantially in the form of the model set out in Annex 5A (Model Disbursement Request Letter):
(b) it is received by the Lender no later than fifteen (15) Business Days before the Disbursement Deadline; (c) the requested Disbursement Date is a Business Day within the Availability Period; (d) the amount of the Disbursement complies with Article 3.1 (Amount of Disbursements); and (e) all documents listed in Part III of Annex 4 (Conditions Precedent) to justify the requested Disbursement were attached to the Disbursement Request, comply with the requirements of the aforementioned Annex and the stipulations of Article 3.4 (Credit Disbursement Modalities), and are satisfactory in form and substance to the Lender.
3.3 Making the Disbursement In accordance with the stipulations of Article 14.7 (Payment System Disruption), in the event that each condition stipulated in Article 2.4 (b) (Conditions precedent) of this Agreement is met, the Lender shall make the requested Disbursement available to the Borrower no later than the Disbursement Date.
The Lender shall send the Borrower, as soon as possible, a Disbursement confirmation letter substantially in the form of the model appearing in Annex 5B (Model disbursement confirmation and rate letter).
3.4 Credit Disbursement Modalities The amounts of the Disbursements shall be credited to the Borrower's Account or any other account whose details will be duly communicated by the Borrower to the Lender.
3.5 First Disbursement Deadline The first Disbursement must be made no later than the First Disbursement Deadline.
If the first Disbursement does not occur within the period mentioned above, the Lender may cancel the Credit in accordance with Clause 8.4(b) (Cancellation by the Lender).
The First Disbursement Deadline may not be postponed without the Lender's prior consent.
Any postponement of the Funds Disbursement Deadline will be (i) subject to fees and/or new financial conditions that will apply to any other Disbursement of the Available Credit and (ii) formalized between the Parties through an amendment to the Credit Agreement.
3.6 Funds Disbursement Deadline The Disbursement of the full amount of the Credit must be made no later than the Disbursement Deadline. If the Disbursement of the full amount of the Credit does not occur by the date mentioned above, the Lender may cancel the Credit in accordance with Clause 8.4 (Cancellation by the Lender).
The Funds Disbursement Deadline may not be postponed without the Lender's prior consent.
Any postponement of the Funds Disbursement Deadline will be (i) subject to fees and/or new financial conditions that will apply to any other Disbursement of the Available Credit and (ii) formalized between the Parties through an amendment to the Credit Agreement.
4. INTEREST 4.1 Interest rate 4.1.1 Choice of Interest Rate For each Disbursement, the Borrower may choose between a fixed Interest Rate or a variable Interest Rate, which shall apply to the amount established in the corresponding Disbursement Request, indicating the selected Interest Rate Type, i.e., fixed or variable, in the Disbursement Request submitted to the Lender in the form established in Annex 5A (Model Disbursement Request Letter), in accordance with the following conditions:
(a) Variable interest rate The Borrower may choose a variable Interest Rate, which shall be the annual percentage rate, and the sum of:
- six-month EURIBOR, or, as the case may be, the Reference Rate plus any Adjustment Margin, as determined in accordance with the provisions of Article 5 (Change in interest rate calculation) of the Agreement; and - the Margin.
Notwithstanding the foregoing, for each Disbursement, and in the event that the Interest Period is less than one hundred thirty-five (135) days, the applicable EURIBOR shall be:
- one-month EURIBOR, or, if applicable, the Reference Rate plus any Adjustment Margin, as determined in accordance with the provisions of Article 5 (Change in interest rate calculation) of the Agreement, in the event that the first Interest Period is less than sixty (60) days; or three-month EURIBOR, or, where applicable, the Reference Rate plus any Adjustment Margin, as determined in accordance with the provisions of Article 5 (Change in interest rate calculation) of the Agreement, in the event that the first Interest Period is between sixty (60) and one hundred thirty-five (135) days.
(b) Fixed interest rate Provided the amount of the requested Disbursement is equal to or greater than three million Euros (3,000,000 EUR), the Borrower may choose a Fixed Interest Rate for said Disbursement. The Fixed Interest Rate shall correspond to the Reference Fixed Rate increased or reduced due to any fluctuation in the Interest Rate from the Signing Date to the Rate Setting Date corresponding to the Disbursement.
The Borrower shall have the power to indicate a maximum Fixed Interest Rate in the Disbursement Request letter. If the Fixed Interest Rate calculated on the Rate Setting Date exceeds the maximum Fixed Interest Rate amount specified in the Disbursement Request, said Disbursement Request shall be canceled and the disbursed amount specified in the canceled Disbursement Request shall be credited to the Available Credit.
4.1.2 Minimum Interest Rate The Interest Rate determined in accordance with Article 4.1.1 (Choice of Interest Rate), regardless of the option chosen, shall not be less than zero point twenty-five percent (0.25%) per annum, notwithstanding any downward trend in interest rates.
4.1.3 Conversion of the variable Interest Rate to a Fixed Interest Rate The variable Interest Rate applicable to one or more Disbursements shall be converted to a Fixed Interest Rate in accordance with the conditions set out below:
(a) Rate conversion at the request of the Borrower or at the initiative of the Lender in the event of Restructuring The Borrower may, at any time, request that the Lender convert the variable Interest Rate applicable to one Disbursement or several Disbursements to a Fixed Interest Rate, provided that the amount of said Disbursement or the accumulated amount of several Disbursements (if applicable) is equal to or greater than three million Euros (3,000,000 EUR).
To that end, the Borrower shall send to the Lender a Rate Conversion Request in accordance with the model attached in Annex 5C (Model Rate Conversion Request Letter). The Borrower shall have the power to indicate in the Rate Conversion Request a maximum amount for the fixed Interest Rate. If the fixed Interest Rate calculated on the Rate Fixing Date exceeds the maximum amount for the fixed Interest Rate specified by the Borrower in the Rate Conversion Request, said Rate Conversion Request shall be automatically voided.
The fixed Interest Rate enters into effect two (2) Business Days after the Rate Fixing Date.
In the event of a Restructuring or a Restructuring project affecting the Borrower and which may have an impact on the Credit, and in order to facilitate the completion of the Restructuring in the interest of the Parties, the Lender may convert the variable Interest Rate to a fixed Interest Rate applicable to one or more Disbursements. The Lender shall request the Borrower's non-objection to the application of such conversion.
(b) Rules applicable to Rate Conversion The fixed Interest Rate applicable to the Disbursement(s) in question shall be determined in accordance with the provisions of article 4.1.1 (b) (Fixed interest rate) above mentioned in paragraph (a) referring to the Rate Fixing Date.
The Lender shall send the Borrower a Rate Conversion Confirmation letter substantially in the form of the model set out in Annex 5D (Model Rate Conversion Confirmation Letter).
Rate Conversion is final and is carried out at no cost.
4.2 Calculation and payment of interest The Borrower must pay the interest accrued on the Disbursement(s) on each Payment Date.
The amount of interest payable by the Borrower on a given Payment Date and for a given Interest Period shall be equal to the sum of the interest owed by the Borrower on the entire Outstanding Principal for each Disbursement. For each Disbursement, the interest owed by the Borrower shall be calculated taking into account:
(i) the Outstanding Principal owed by the Borrower on the Disbursement in question on the immediately preceding Payment Date or, in the case of the first interest period, on the corresponding Disbursement Date; (ii) the actual number of days elapsed during the Interest Period on the basis of a three hundred sixty (360) day year; and (iii) the applicable Interest Rate in accordance with the provisions of Article 4.1 (Interest rate).
4.3 Default and late payment interest (a) Default interest on all sums due and unpaid (excluding interest) If the Borrower fails to pay any amount owed to the Lender under this Agreement (whether a principal payment, Early Repayment compensation indemnities, commissions, or ancillary costs of any kind, excluding overdue and unpaid interest) on the Payment Date, this amount shall accrue interest within the limits authorized by law during the period between its due date and the date of its actual payment (both before and after an arbitral award, if any) at the Interest Rate applicable to the current Interest Period (late payment interest) increased by three percent (3.0%) (default interest). No prior formal notice from the Lender shall be necessary.
(b) Default interest on overdue and unpaid interest Overdue and unpaid interest on its due date shall accrue interest, within the limit authorized by law, at the Interest Rate applicable in the current Interest Period (late payment interest), increased by three percent (3.0%) (default interest), to the extent that such interest has been overdue and payable for at least one (1) year. No prior formal notice from the Lender shall be necessary.
The Borrower must pay the interest due under this article 4.3 (Default and late payment interest) immediately upon request by the Lender or on each Payment Date following the due date of the outstanding payment.
(c) The receipt of any payment of late payment interest or default interest by the Lender in no way implies the granting of payment extensions to the Borrower, nor shall it function as a waiver of any of the Lender's rights under this Agreement.
4.4 Communication of Interest Rates The Lender shall notify the Borrower as soon as possible of each Interest Rate determined in accordance with this Agreement.
4.5 Global Effective Rate (Taux Effectif Global) For the purpose of complying with articles L. 314-1, L.314-5 and R.314-1 et seq. of the French Consumer Code and L. 313-4 of the French Monetary and Financial Code, the Lender shall inform the Borrower, and the latter accepts, the global effective rate (taux effectif global) applicable to the Credit which may be evaluated according to an annual rate of four point thirty-one percent (4.31%) on the basis of a three hundred sixty-five (365) day year, for an Interest Period of six (6) months, at a rate for the period of two point thirteen percent (2.13%) and in accordance with the following conditions:
(a) the above rates are provided for informational purposes only; (b) the above rates shall be calculated on the following bases:
(i) disbursement of the entire Credit at a fixed Interest Rate on the Signature Date; and (ii) the fixed rate over the entire duration of the Credit shall be equal to four point fifteen percent (4.15%) per annum; and (c) The mentioned rates take into account the commissions and miscellaneous expenses chargeable to the Borrower under this Agreement, based on the assumption that said commissions and miscellaneous expenses shall remain fixed and shall apply until the maturity of the term of this Agreement.
5. CHANGE IN THE INTEREST RATE CALCULATION 5.1 Market Disruption (a) In the event that a Market Disruption Event affects the eurozone interbank market, and it is impossible:
(i) For the fixed Interest Rate, to determine the fixed Interest Rate applicable to a Disbursement, or (ii) For the variable Interest Rate, to determine the applicable EURIBOR for the corresponding Interest Period, the Lender must notify the Borrower of said situation.
(b) When the event described in paragraph (a) above occurs, the applicable Interest Rate, as the case may be, for the Disbursement or Interest Period in question shall be the sum of:
(i) the Margin; and (ii) the annual rate corresponding to the cost assumed by the Lender to finance the corresponding Disbursements by any reasonable means it has selected. Said rate shall be notified to the Borrower as soon as possible and, in any event, before: (1) the first Payment Date for interest due under the Disbursement for the fixed Interest Rate or (2) the Payment Date for interest due under said Interest Period for the variable Interest Rate.
5.2 Monitoring Rate 5.2.1 Definitions "Designated Competent Body" refers to any central bank, regulator, supervisor, working group, or committee sponsored, chaired, or constituted at the request of any of them.
"Monitoring Rate Replacement Event" means any of the following events or series of events:
(a) when the definition, methodology, formula, or means for determining the Monitoring Rate has significantly changed:
(b) when a law or regulation is enacted prohibiting the use of the Monitoring Rate, it being specified, for the avoidance of doubt, that the occurrence of such event shall not constitute a mandatory prepayment event; (c) the administrator of the Monitoring Rate or its supervisor publicly announces:
(i) that it has ceased or will cease to provide the Monitoring Rate permanently or indefinitely and, at that time, no successor administrator has been publicly appointed to continue providing said Monitoring Rate; (ii) that the Monitoring Rate has ceased or will cease to be published permanently or indefinitely; or (iii) that the Monitoring Rate can no longer be used (whether now or in the future); (d) a public announcement is made of the bankruptcy of the administrator of said Monitoring Rate or of any other insolvency proceeding against it and, at that time, no successor administrator has been publicly appointed to continue providing said Monitoring Rate; or (e) in the Lender's judgment, the Monitoring Rate has ceased to be used in a series of comparable financial transactions.
"Monitoring Rate" means EURIBOR or, after the replacement of said rate by a Reference Rate, the Reference Rate.
"Monitoring Rate Replacement Date" means:
- with respect to the events mentioned in points a), d), and e) of the definition of Monitoring Rate Replacement Event above, refers to the date on which the Lender becomes aware of the occurrence of said event, and with respect to the events referred to in points b) and c) of the previous definition of Monitoring Rate Replacement Event, refers to the date beyond which the use of the Monitoring Rate will be prohibited or the date on which the administrator of the Monitoring Rate ceases to provide said Rate permanently or indefinitely or the date beyond which the Monitoring Rate can no longer be used.
5.2.2 Each of the Parties acknowledges and agrees for the benefit of the other Party that if a Monitoring Rate Replacement Event occurs, and in order to preserve the economic balance of the Agreement, the Lender may replace the Monitoring Rate with another rate (hereinafter the "Reference Rate") which may include an Adjustment Margin in order to avoid any transfer of economic value between the Parties (if any) (hereinafter, the "Adjustment Margin") and the Lender shall determine the date from which the Reference Rate and, if any, the Adjustment Margin shall replace the Monitoring Rate and any other amendment to the Agreement required as a result of the replacement of the Replacement Rate by the Reference Rate.
5.2.3 The determination of the Reference Rate and the necessary modifications shall be made in good faith and taking into account (i) the recommendations of any Designated Competent Body, or (ii) the recommendations of the administrator of the Monitoring Rate, or (iii) the industry solution recommended by professional associations in the banking sector, or (iv) the market practice observed in a series of comparable financial transactions on the replacement date.
5.2.4 In the event of replacement of the Monitoring Rate, the Lender shall immediately notify the Borrower of the terms and conditions of replacement to replace the Monitoring Rate with the Reference Rate, which shall be applicable to Interest Periods beginning at least two Business Days after the Monitoring Rate Replacement Date.
2.5 The provisions of Article 5.2 (Monitoring Rate) shall prevail over the provisions of Article 5.1 (Market Disruption).
6. COMMISSIONS 6.1 Commitment commission The Borrower shall pay the Lender a commitment commission at a rate of zero point five percent (0.5%) per annum under the conditions indicated below.
The commitment commission shall be calculated based on the rate specified above, on the amount of the Available Credit prorated by the actual number of days elapsed, increased by the amount of Disbursements that the Lender will make in accordance with any pending Disbursement Request.
The first commitment commission shall be calculated for the period between (i) the date falling twelve (12) months after the Signature Date (excluded), until (ii) the immediately following Payment Date (included). The following commitment commissions shall be calculated for the periods beginning the day immediately following a Payment Date (included) and ending on the next payment date (included).
The commitment commission shall be due (i) on each Payment Date provided that the Available Credit is greater than zero; after the twelve (12) month period mentioned in the previous paragraph, (ii) on the Payment Date following the last day of the Disbursement Period, and (iii) in the event that the Available Credit is cancelled in its entirety, on the Payment Date following the effective date of said cancellation.
If applicable, the commitment commission accrued between (i) the date falling twelve (12) months after the Signature Date (excluded) up to (ii) the immediately following Payment Dates (included) before the Effective Date, shall be payable on the first Payment Date occurring after the Effective Date.
6.2 Appraisal commission No later than ten (10) Business Days from the Effective Date, the Borrower must pay the Lender an appraisal commission of zero point five percent (0.5%) calculated on the maximum amount of the Credit.
7. REPAYMENT Upon expiration of the Grace Period, the Borrower must repay the Lender the principal of the Credit in thirty (30) semi-annual installments, due and payable on each Payment Date.
The first installment shall be due and payable on September 1, 2029, and the last installment shall be due and payable on March 1, 2044.
At the end of the Disbursement Period, the Lender shall provide the Borrower with a Credit amortization schedule, taking into account, and as the case may be, any cancellations of the Credit pursuant to Article 8.3 (Cancellation by the Borrower) and/or 8.4 (Cancellation by the Lender).
8. EARLY REPAYMENTS AND CANCELLATION 8.1 Voluntary early repayments No early repayment of all or part of the Credit may occur by the Borrower before the expiration of the Grace Period. From the day after the expiration of the Grace Period, the Borrower may repay all or part of the Credit in advance, under the following conditions:
(a) the Borrower must notify the Lender of its intention to prepay at least thirty (30) Business Days in advance, in writing and irrevocably, prior to the scheduled prepayment date:
(b) the amount to be repaid in advance shall be equal to one or more principal installments; (c) the scheduled early repayment date shall be a Payment Date:
(d) each early repayment shall be made together with the payment of accrued interest, commissions, indemnities, and related costs in relation to the amount prepaid, as provided in this Agreement; (e) there shall be no outstanding amount payable; and (f) in the case of a partial early repayment, the Borrower must demonstrate, to the satisfaction of the Lender, that it has sufficient funds to finance the Program, as determined by the Financing Plan.
The Borrower must pay, on the Payment Date on which the early repayment is made, the total amount of the Early Repayment Compensation due pursuant to article 9.3 (Early Repayment Compensation).
8.2 Mandatory early repayments The Borrower must immediately and fully repay all or part of the Credit already disbursed after having been informed by the Lender of the occurrence of one of the following events:
(a) Illegality: that, in accordance with applicable law, the Lender cannot comply with any of the obligations provided for in this Agreement or that financing or maintaining the Credit becomes illegal:
(b) Decisions and instructions of the French State: The French Government has announced its intention or has decided to cut, suspend, or interrupt all or part of its diplomatic relations and/or its cooperation with the Borrower or the Borrower's country's Government; or the Borrower has cut or announced that it will cut all or part of its diplomatic relations and/or cooperation with France (c) Additional costs: the amount of the additional costs mentioned in Article 9.5 (Additional Costs) is significant and the Borrower has refused to pay said additional costs; and (d) Default: the Lender declares an Agreement Default Event in accordance with Article 13 (Events of default).
In the cases mentioned above, the Lender, by written notice to the Borrower, reserves the right to exercise its creditor rights stipulated in paragraph (b) of Article 13.2 (Acceleration).
8.3 Cancellation by the Borrower Before the Fund Disbursement Deadline, the Borrower may cancel all or part of the Available Credit by sending a notice to the Lender at least three (3) Business Days in advance.
Upon receipt of said cancellation notice, the Lender shall cancel the amount notified by the Borrower, provided that the costs, as specified in the Financing Plan, are covered satisfactorily for the Lender, except in the case that the Borrower abandons the Program.
8.4 Cancellation by the Lender The Available Credit shall be immediately cancelled by sending a notice to the Borrower, becoming effective immediately, if:
(a) the Available Credit is not equal to zero on the Fund Disbursement Deadline; or (b) the first Disbursement has not occurred on the First Disbursement Deadline:
(c) an Event of Default has occurred that has not been remedied: or (d) an event mentioned in Article 8.2 (Mandatory early repayments) has occurred; 8.5 Limitations (a) Any notice of prepayment or cancellation made by a Party in accordance with this Article 8 (Early repayments and cancellation) shall be irrevocable and, unless otherwise provided in this Agreement, any such notice shall specify the date or dates on which the corresponding prepayment or cancellation shall be made and the amount of said prepayment or cancellation.
(b) The Borrower may not repay or cancel all or part of the Credit, except at the times and in the manner expressly provided for in this Agreement.
(c) Any prepayment under this Agreement shall be made together with the payment of (i) accrued interest on the amount prepaid, (ii) outstanding commissions, and (iii) the Early Repayment Compensation referred to in Article 9.3 (Early Repayment Compensation).
(d) Amounts repaid early shall be allocated to the last repayment maturities, starting with the most distant.
(e) The Borrower may not re-borrow all or part of the Credit that has been early repaid or cancelled.
9. ADDITIONAL PAYMENT OBLIGATIONS 9. 1 Costs and expenses 9.1.1 The Borrower must reimburse the Lender for all costs and expenses (including attorneys' fees) incurred in connection with the enforcement or preservation of any of its rights under this Agreement and that are attributable to the Borrower.
9.1.2 All costs and expenses related to the disbursement by the Lender of the Credit to the Borrower shall be borne by the Lender. All costs and expenses related to all payments that the Borrower makes to the Lender shall be borne by the Borrower.
9.2 Cancellation indemnity In the event of cancellation of all or part of the Credit, in accordance with the stipulations of Articles 8.3 (Cancellation by the Borrower) and/or 8.4 (Cancellation by the Lender), paragraphs (a), (b), and (c), the Borrower must pay the Lender a cancellation indemnity of two percent (2%) on the cancelled amount of the Credit.
In any case, the Cancellation indemnity shall only be owed if the accumulated cancelled amount is greater than 15% of the total amount of the Credit.
Each cancellation indemnity shall be due on the Payment Date immediately following a cancellation of all or part of the Credit.
9.3 Early Repayment Compensation For the losses suffered by the Lender as a result of the early repayment of all or part of the Credit and in accordance with the stipulations of Articles 8.1 (Voluntary early repayments) and 8.2 (Mandatory early repayments), the Borrower is obligated to pay the Lender an indemnity whose amount shall be the sum of:
- the Early Repayment Compensatory Indemnity; and - any costs arising from the breach of any interest hedging operation(s) established by the Lender in relation to the amount prepaid.
- said aggregate amount being the "Early Repayment Compensation".
9.4 Taxes and obligations 9.4.1 Registration duties The Borrower must pay directly or, as the case may be, reimburse the Lender if the latter paid in advance, the stamp/registration duties and other similar taxes to which the Agreement and its eventual amendments would be subject.
9.4.2 Withholding Tax The Borrower undertakes to make all payments under the Agreement free of any Withholding Tax.
If a Withholding Tax must be made by the Borrower, the amount of its payment under the Agreement must be increased to reach an amount equal, after the Withholding Tax has been deducted, to that which would have been owed if the payment had not had Withholding Tax.
The Borrower undertakes to reimburse the Lender for all expenses and/or taxes chargeable to the Borrower, in the event that these were paid by the Lender (if applicable), except for Taxes owed in France.
9.5 Additional Costs The Borrower shall pay the Lender, within a period of twenty (20) Business Days from the date of the Lender's request, all Additional Costs incurred by the Lender as a result of: (i) the entry into force of any new law or regulation, or any amendment or change in the interpretation or application of any existing law or regulation; or (ii) compliance with any law or regulation that enters into force after the Signature Date.
In this Article, "Additional costs" means:
(i) any cost resulting from the emergence after the Signature Date of one of the events mentioned in the first paragraph of this Article, and which was not taken into account in the calculation of the financial conditions of the Credit; or (ii) any reduction of any amount owed and payable under this Agreement; incurred by the Lender for (i) making the Credit available to the Borrower or (ii) entering into or fulfilling its obligations under this Agreement.
Upon notification from the Lender, the Borrower and the Lender shall enter into a consultation period of ten (10) Business Days to evaluate the amount of the relevant Additional Costs and determine a decision regarding the payment of said costs that is convenient for both Parties. If requested by the Borrower, the Lender shall provide the Borrower with proof of the Additional Costs subject to the Notification by the Lender.
9.6 Indemnity consequent to an exchange operation If a sum owed by the Borrower under this Agreement, or any order, judgment, or award rendered or issued in relation to said sum, must be converted from the currency in which it is denominated into another currency for the purposes of:
(i) a claim or proof against the Borrower; or (ii) obtaining or enforcing an order, judgment, or award in the context of litigation or arbitration proceedings, The Borrower shall, within ten (10) Business Days of the Lender's request and as permitted by law, pay the Lender the amount of any expense, loss, or liability arising from or as a result of the conversion, including any eventual difference between: (A) the exchange rate used between the currencies to convert the sum and (B) the exchange rate(s) that the Lender is able to use to convert the sum owed at the time of its receipt. This indemnification obligation is independent of the other obligations of the Borrower under this Contract.
The Borrower waives any right it may have, in any jurisdiction, to pay any amount owed under this Agreement in a currency or monetary unit other than that in which it is denominated.
9.7 Due date Any indemnity or reimbursement of the Lender by the Borrower under this Article 9 (Additional payment obligations) is due on the Payment Date immediately following the generating events referred to in the indemnity or reimbursement.
Notwithstanding the foregoing, indemnities relating to early repayment in accordance with Article 9.3 (Early Repayment Compensation) shall be due on the date on which the early repayment takes place.
10. REPRESENTATIONS AND WARRANTIES All representations and warranties established in this Article 10 (Representations and warranties) are made by the Borrower for the benefit of the Lender on the Effective Date. The Borrower is also deemed to make all representations and warranties of this Article 10 (Representations and warranties) on the date all conditions listed in Part II of Annex 4 (Conditions precedent) are met, on the date of the Disbursement Request, the Disbursement Date, and on each Payment Date, except for the repetitive representations contained in Article 10.9 (Absence of misleading information) which are deemed made by the Borrower on account of information provided by the latter from the date the last representation was made.
10.1 Power and authority The Borrower has the capacity to sign and execute the Agreement and perform the obligations arising from it, to carry out the activities corresponding to the Program, and has completed all formalities required for this purpose.
10.2 Validity and admissibility as evidence All Authorizations necessary so that:
(a) the Borrower can sign, legally exercise its rights, and fulfill its obligations under this Agreement; and (b) this Agreement is admissible as evidence before the courts of the Borrower's jurisdiction or in the arbitration proceedings defined in Article 17 (Applicable law, jurisdiction, and election of domicile), have been obtained and are in full force and effect, and there are no circumstances by which these Authorizations may be revoked, not renewed, or modified in whole or in part.
10.3 Binding force The obligations incumbent upon the Borrower under this Agreement are in accordance with the applicable laws and regulations and jurisdiction of the Borrower's country and are legal, valid, binding, and enforceable obligations in accordance with the written terms.
10.4 Registration and stamp duties.
Under the laws of the Borrower's jurisdiction, it is not necessary for this Agreement to be filed, registered, or recorded before any court or other authority of that jurisdiction nor for any stamp, registration, tax, or similar duty to be paid on or in connection with this Agreement or the transactions contemplated therein.
10.5 Transfer of funds All sums owed by the Borrower to the Lender under this Agreement, whether principal, interest, default interest, Cancellation Indemnity, Early Repayment Compensation, ancillary costs, and others, are freely transferable and convertible.
This Authorization shall remain in effect until the total repayment of all sums owed to the Lender, without the need to establish an act confirming it in the event that the Lender has to extend the repayment dates of the borrowed sums.
The Borrower shall timely obtain the Euros necessary for compliance with this transfer authorization.
10.6 Absence of conflict with other obligations The signature and performance by the Borrower of this Agreement, as well as the transactions contemplated therein, shall not be contrary to any national or foreign law or regulation applicable to it, to any of its constitutional documents (or any equivalent document), or any agreement or record that binds the Borrower or encumbers any of its assets.
10.7 Applicable law; exequatur (a) The choice of French law as the governing law of the Agreement shall be recognized by the jurisdictions and arbitral bodies of the Borrower.
(b) Any award or judgment relating to the Agreement rendered by a French jurisdiction or by an arbitral body shall be recognized and shall have executory force in the Borrower's country.
10.8 Absence of Event of Default No Event of Default is ongoing or reasonably likely to occur.
No default by the Borrower that could have a Material Adverse Effect is ongoing under any other deed or agreement binding the Borrower or encumbering any of its assets.
10.9 Absence of Misleading Information All information and documents provided by the Borrower to the Lender are accurate and current as of the date they were delivered, or, as the case may be, as of the date to which they related, and have not been amended, modified, cancelled, voided, or altered, nor are they likely to mislead the Lender on any significant point, by reason of an omission or the emergence of new facts or due to information communicated or not disclosed.
10.10 Pari Passu The payment obligations of the Borrower under this Agreement shall benefit from the same order of payment priority (pari passu) as the claims of all its other unsecured and unsubordinated creditors.
10.11 Lawful Origin of Funds. Prohibited Practices The Borrower declares and warrants that:
(i) the funds that have been or will be invested in the Program, if there are funds other than those of the Loan, come entirely from the State budget; and (ii) the Program has not given rise to Prohibited Practices.
10.12 Absence of Material Adverse Effect The Borrower declares and warrants that no event likely to have a Material Adverse Effect has occurred nor is likely to occur.
10.13 Sovereign Immunity The Borrower waives immunity from jurisdiction and immunity from execution to which it may be entitled to the extent this is compatible with the Political Constitution of Costa Rica.
11. UNDERTAKINGS Notwithstanding the provisions of Article 18 (Duration), the obligations of this Article 11 (Undertakings) shall be binding on the Effective Date and shall remain in full force and effect as long as any amount owed under this Agreement remains outstanding.
11.1 Compliance with Laws, Regulations, and Obligations The Borrower undertakes to comply with:
(a) in all respects, all laws and regulations to which it and/or the Program is subject, particularly in relation to all applicable laws regarding procurement, environmental protection, safety, labor regime, and the fight against Prohibited Practices; and (b) all its obligations under this Agreement.
1 1.2 Authorizations The Borrower undertakes to obtain, comply with, and shall do everything necessary to maintain in force and effective any Authorization required under any applicable law or regulation that enables it to comply with its obligations under this Agreement and to guarantee their legality, validity, applicability, and admissibility as evidence.
11.3 Implementation and Protection of the Program The Borrower undertakes to:
(i) implement the Program in accordance with generally accepted safety principles and in accordance with current technical standards; and (ii) maintain the Program's assets in accordance with all applicable laws and regulations, in good operating and maintenance condition, and use such assets in accordance with their purpose and applicable laws and regulations.
11.4 Environmental and Social Responsibility 11 .4.1 Implementation of Environmental and Social Measures In order to promote sustainable development, the Parties agree that it is necessary to promote compliance with internationally recognized environmental and labor standards, including the core conventions of the International Labour Organization ("ILO") and the international environmental laws and regulations applicable in the Borrower's jurisdiction.
11.4.2 Management of Environmental and Social Grievances (a) The Borrower (i) confirms that it has received a copy of the Regulations of the Environmental and Social Grievance Mechanism1 and has acknowledged its terms, particularly with respect to the actions the Lender may take in the event a third party files a grievance, and (ii) acknowledges that the environmental and social grievance management procedures have, between the borrower and the lender, the same contractually binding effect as this Agreement.
1 See https://www.afd.fr/sites/afd/files/2022-I O-l l-26-41 /reglamento-mecanismo-rcclamosambientalcs-sociales-afd-2022.pdf (b) The Borrower expressly authorizes the Lender to disclose to the Experts (as defined in the Regulations of the Environmental and Social Grievance Mechanism) and to the parties involved in the compliance audit and/or dispute resolution procedure, the Program documents relating to environmental and social matters necessary for the processing of environmental and social grievances (as defined in the Regulations of the Environmental and Social Grievance Mechanism), including, without limitation, those listed in Annex 7 (Non-exhaustive list of environmental and social documents that the Borrower permits to be disclosed in relation to the Regulations of the Environmental and Social Grievance Mechanism).
11.5 Additional Financing The Borrower shall not amend or modify the Financing Plan without the prior written consent of the Lender and shall finance any additional expenses not provided for in the Financing Plan in a manner that guarantees the repayment of the Loan.
11.6 Pari Passu The Borrower undertakes to (i) ensure that its payment obligations under this Agreement have, at all times, a payment priority at least equal to that of its other unsecured and unsubordinated payment obligations, present and future; (ii) not grant a prior priority or security to any other lender, except if the Borrower grants the same priority or security in favor of the Lender, if so requested by the latter.
11.7 Inspections By this Agreement, the Borrower authorizes the Lender and its representatives to conduct annual inspections, the purpose of which shall be to assess the implementation of the Program and the Public Policy Matrix in their technical, financial, and institutional aspects.
The Borrower shall cooperate and provide all reasonable assistance and information to the Lender and its representatives during such inspections, the timing and format of which shall be determined by the Lender after consulting with the Borrower.
The Borrower shall keep and maintain available for inspection by the Lender all documents related to the Program's expenses for a period of ten (10) years from the date of the last Disbursement of the Loan.
11.8 Program Evaluation The Borrower undertakes to cooperate directly or through the Ministry of Finance and MINAE and acknowledges that the Lender may conduct, or procure that a third party conduct on its behalf, an evaluation of the Program. The feedback from this evaluation shall be used to produce a summary containing information about the Program, such as: total amount and duration of financing, Program objectives, expected and achieved quantified Program results, assessment of the relevance, effectiveness, impact, and viability/sustainability of the Program, main conclusions, and recommendations.
The main objective of the evaluation shall be the articulation of a credible and independent judgment on the key dimensions of relevance, implementation (efficiency), and effects (effectiveness, impact, and sustainability).
The evaluators shall take into account in a balanced manner the different legitimate viewpoints that may be expressed and conduct the evaluation impartially.
The Borrower, through the Ministry of Finance and MINAE as applicable, shall participate as closely as possible in the evaluation, from the drafting of the terms of reference to the delivery of the final report. The Borrower shall agree to the publication of this summary, particularly on the Lender's website. No costs associated with the Borrower shall be charged as a result of these evaluations.
11.9 Financial Sanctions and Embargo The Borrower undertakes to:
(i) not make Program funds or economic resources available, directly or indirectly, or for the benefit of, persons, groups, or entities included on any Financial Sanctions List; (ii) not finance, acquire, or provide materials, or intervene in sectors under the United Nations, European Union, or French Embargo.
11.10 Lawful Origin, Absence of Prohibited Practices The Borrower undertakes to:
(i) use the Loan funds in accordance with the AFD Group's policy to prevent and combat Prohibited Practices2, available on its website; See https://www.afd.fr/es/rcssourccs/politica-gcneral-dcl-grupo-afd-en-matcria-dc-prcvencion-yde-lucha- contra-practicas-prohibidas-2020 (ii) guarantee that funds, other than those of public origin invested in the Program, are not of Unlawful Origin; (iii) ensure that the Program does not give rise to Prohibited Practices; (iv) inform the Lender as soon as it becomes aware of or suspects Prohibited Practices; (v) in the case mentioned in paragraph (c) above, or at the Lender's request if the Lender suspects that Prohibited Practices have occurred, take all necessary measures to remedy the situation in a manner satisfactory to the Lender and within the timeframe determined by the latter; and (vi) notify the Lender immediately if it becomes aware of any information leading it to suspect any Unlawful Origin of the funds used for the execution of the Program.
11.11 Investigation The Borrower shall allow the Lender or any third party instructed by the Lender to conduct an investigation in the event of an allegation of a Prohibited Practice. To this end, the Lender or any third party it instructs is authorized to:
(a) communicate to interview any person who may have information about an alleged Prohibited Practice; (b) conduct such audits and controls, both documentary and on-site, as the lender deems appropriate, including access to accounting books and records or any other documentation relating to the project held by the borrower or any person or entity related to the project; (c) conduct visits to sites, facilities, and works related to the project; and (d) take all steps and actions necessary for these investigations.
The borrower shall ensure that the tender documents, contracts, and subcontracts financed through the Loan allow for the application of this Article.
Failure by the borrower to comply with this Article could, at the Lender's discretion, constitute a Non-Cooperative Practice.
11.12 Visibility and Communication The Borrower, through MINAE, shall carry out visibility and communication actions regarding the implementation of the Program, in accordance with the terms of the Visibility and Communication Guide3, and acknowledges having read and fully understood the aforementioned guide.
1 AFD Note: See https://www.afd.fr/es/ressourccs/kit-visibilidad-proyectos-financiados-afd-nivel-l In accordance with the Visibility and Communication Guide, the Program is subject to Level 1 communication and visibility obligations.
11.13 Public Finance Management Reforms The Borrower undertakes to continue public finance management reforms and declares and warrants that no significant deterioration will occur in this area.
12. INFORMATION UNDERTAKINGS Notwithstanding the provisions of Article 18 (Duration), the undertakings of this Article 12 (Information Undertakings) shall enter into force on the Effective Date and shall remain in full force and effect as long as any amount owed under this Agreement remains outstanding.
12.1 Financial Information The Borrower shall provide the Lender with all information that the latter may reasonably request regarding the status of its internal and external public debt, as well as the status of loans it has guaranteed.
12.2 Program Implementation The Borrower, through MINAE, shall supply the Lender, immediately upon request, with any information or supporting document relating to the implementation of the Program, the Public Policy Matrix (Annex 38), and the Results Monitoring Matrix (Annex 3C).
The Borrower shall be supported by MINAE for the technical coordination of the preparation, supervision, and monitoring of the Program. The various institutions responsible for implementing and executing the commitments of the Public Policy Matrix shall supply MINAE with the supporting documents and information related to the fulfillment of these commitments or notify MINAE of any difficulty or obstacle to the execution of these commitments, providing sufficient time to allow appropriate measures to be taken.
11.1 12.3 Monitoring Report The Borrower, through MINAE, shall supply the Lender with:
(a) prior to each of the two disbursement requests, a technical report including the monitoring of the Program's execution through an update of (i) the public policy actions described in Annex 38 (Public Policy Matrix) and (ii) the indicators established in the Results Monitoring Matrix described in Annex 3C.
(b) meet with the Lender, within two (2) months following the submission of the aforementioned technical report, to (i) review the report's findings, (ii) discuss the results of the technical cooperation financed with non-reimbursable funds by the Lender within the framework of the Program's implementation and the needs for additional support, and (iii) discuss the possible updating of the Public Policy Matrix within the framework of political dialogue.
12.4 Additional Information The Borrower shall provide the Lender with:
(a) immediately upon becoming aware of them, the details of any event or occurrence that is or may constitute an Event of Default or that has or may have a Material Adverse Effect, the nature of said event, and all measures taken or to be taken to remedy it (if any); and (b) immediately, the details of any decision or event that may affect the organization, execution, or operation of the Program; 13. EVENTS OF DEFAULT 13.1 Events of Default Each of the events and circumstances mentioned in this Article 13.1 (Events of Default) constitutes an Event of Default.
(a) Payment Default If the Borrower, in accordance with the terms and conditions agreed under the Agreement, fails to pay a sum due on its due date, however, without prejudice to Article 4.3 (late interest and default interest), no Event of Default shall occur under this paragraph (a) if the Borrower makes such payment in full within ten (10) Business Days following the due date.
(b) Undertakings and Obligations The Borrower fails to comply with one of the stipulations under the Agreement, and in particular, without limitation, any of its undertakings made under Article 11 (Undertakings) and Article 12 (Information Undertakings).
Except for the undertakings provided for in Articles 11.4 (Environmental and Social Responsibility), 11.9 (Financial Sanctions and Embargo), and 11.10 (Lawful Origin. Absence of Prohibited Practices) for which no grace period is permitted, no Event of Default shall be found under this paragraph if the failure is capable of remedy and is remedied within a period of five (5) Business Days from the earliest of the following dates: (A) the date of the communication sent by the Lender to the Borrower notifying the failure; and (B) the date on which the Borrower became aware of said failure, or within the period given by the Lender for the cases cited in paragraph (iv) of Article 11.10 (Lawful Origin, Absence of Prohibited Practices).
(c) Inaccurate Statement Any declaration or statement made by the Borrower under the Agreement, and particularly under Article 10 (Representations and Warranties), or in any other document delivered by or on behalf and account of the Borrower under the Agreement or in connection with it, is or proves to be inaccurate or erroneous at the time it was made or is considered to have been made.
(d) Cross-Default (i) Subject to the provisions of paragraph (iii), any Financial Debt of the Borrower is not paid on its due date or, as the case may be, within the grace period provided under the documentation relating thereto.
(ii) Subject to the provisions of paragraph (iii), a creditor with whom the Borrower contracted a Financial Debt, terminated or suspended its commitment, declared early maturity, or pronounced the early repayment of such debt, as a result of an event of default or any provision having a similar effect (however described) in accordance with the relevant documentation.
(iii) No Event of Default shall occur under this Article 13.1 (d) if the individual amount of the Financial Debt or the commitment relating to a Financial Debt falling within the scope of paragraphs (i) and (ii) above is less than ninety million Euros (90,000,000 EUR) (or its equivalent in any other currency(ies)).
(e) Illegality It is or becomes illegal for the Borrower to perform any of its obligations under this Agreement.
(f) Material Adverse Effect Any event (including a change in the political situation of the Borrower's country) or any measure that, in the Lender's opinion, may produce a Material Adverse Effect.
(g) Abandonment or Suspension of the Program One of the following events occurs:
(i) the Borrower withdraws from the Program; or (ii) the implementation of the Program is suspended by the Borrower for a period exceeding six (6) months; (h) Authorizations Any Authorization required by the Borrower to fulfill or enforce its obligations under this Agreement or required in the ordinary course of the Program is not obtained in due time, is cancelled, or expires, or lapses.
(i) Judgments, sentences, or decisions with Material Adverse Effect Any judgment, arbitral award, or any judicial or administrative decision that occurs or could occur and which, in the Lender's opinion, has a Material Adverse Effect on the Borrower.
- j)Suspension of Free Convertibility and Free Transferability The free convertibility and free transferability of any of the sums owed by the Borrower under this Agreement, or any other Credit granted by the Lender to the Borrower or to any other borrower in the Borrower's jurisdiction, is challenged.
13.2 Acceleration At any time after the occurrence of an Event of Default, the Lender may, without the need to file a formal claim or initiate judicial or extrajudicial proceedings, notify the Borrower in writing:
(a) The cancellation of the Available Loan; and/or (b) declare immediately due and payable all or part of the Loan, increased by the accrued or outstanding interest, as well as all amounts due under the Agreement.
Without prejudice to the foregoing, in the event that an Event of Default occurs as established in Article 13.1 (Events of Default), the Lender reserves the right, by written notification to the Borrower, to (i) suspend or postpone Disbursements under the Loan and/or (ii) suspend the formalization of agreements relating to other possible financing offers that the Lender has notified to the Borrower and/or (iii) suspend or postpone any disbursement under any other current financing agreement entered into between the Borrower and the Lender.
13.3 Notification of an Event of Default In accordance with the terms of Article 12.5 (Additional Information), the Borrower undertakes to notify the Lender as soon as possible after becoming aware of any event constituting or likely to constitute an Event of Default and shall inform the Lender of all measures contemplated by the Borrower to remedy it.
14. LOAN MANAGEMENT 14.1 Payments All payments received by the Lender under this Agreement shall be applied to the payment of expenses, fees, interest, principal, or any other sum owed under this Agreement in the following order:
(a) ancillary costs and expenses; (b) fees; (c) late interest and default interest; (d) accrued interest; (e) principal repayments.
Payments made by the Borrower shall be applied primarily to the sums due under the Loan or other possible Loans granted by the Lender to the Borrower, according to the Lender's greatest interest in having them repaid, and in the order set out in the preceding paragraph.
14.2 Set-off Without the need for the Borrower's consent, the Lender may at any time proceed to set off between the sums owed to it and unpaid by the Borrower and the sums that the Lender holds for any reason on behalf of the Borrower or that the Lender owes to the Borrower and that are due. If such sums are in different currencies, the Lender may convert any of them at the market exchange rate for set-off purposes.
All payments to be made by the Borrower under the Agreement shall be calculated without taking into account a possible set-off, which, incidentally, the Borrower refrains from performing.
14.3 Business Days Without prejudice to the calculation of the Interest Period which remains unchanged, any payment that falls due on a day that is not a Business Day must be made on the following Business Day of the same calendar month or, failing a following Business Day in the same calendar month, on the preceding Business Day.
14.4 Payment Currency Except as otherwise provided in Article 14.6 (Place of Execution and Payments), the payment of any sum owed by the Borrower under the Agreement shall be made in Euros.
14.5 Calculation of Days All interest, fees, or expenses owed under the Agreement shall be calculated on the basis of the number of days actually elapsed and a three hundred and sixty (360) day year, in accordance with European interbank market practices.
14.6 Place of Execution and Payments (a) The funds that the Lender transfers to the Borrower under the Loan shall be transferred to the bank account that the Borrower specifically designates for this purpose, provided that the Lender's prior consent on the selected bank is obtained.
The Borrower may request that the funds be transferred: (i) in Euros to a bank account denominated in Euros; or (ii) in the legal tender currency in the Borrower's jurisdiction, in the amount equivalent to the Disbursement at the market exchange rate on the day of the Disbursement and to a bank account denominated in that currency, provided said currency is convertible and transferable; or (iii) to any other convertible and transferable currency, for an amount equivalent to the Disbursement on the day of the Disbursement and to a bank account denominated in said currency.
(b) Any payment made by the Borrower to the Lender shall be paid on the due date no later than 11:00 am (Paris time) to the following bank account:
RIB Code: 30001 00064 00000040242 79 IBAN Code: FR76 3000 1000 6400 0000 4024 279 SWIFT Code of the Bank of France (BIC): BDFEFRPPCCT opened by the Lender at the Bank of France (head office/main branch) in Paris or in any other account notified by the Lender to the Borrower.
(c) The Borrower shall request the bank responsible for the transfer of any sum to the Lender to provide the following information in a transfer message that fully reflects, in order, the following information (SWIFT MT 202 and protocol 103 numbers) . Ordering Customer: name, address, account number (field 50) . Ordering Customer's Bank: name and address (field 52) . Reference: name of the Borrower, name of the Program, reference number of the Agreement (field 70) (d) All payments made by the Borrower must comply with this Article 14.6 (Place of Execution and Payment) for the relevant payment obligation to be considered fully satisfied.
14.7 Payment Systems Disruption If the Lender considers (in its discretion) that a Payment Systems Disruption has occurred, or if the Borrower notifies it that such a disruption has arisen:
(a) the Lender may, and, at the Borrower's request, shall consult with the Borrower in order to reach an agreement on the changes to be made to the operation and management of the Loan that the Lender considers necessary in view of the circumstances; (b) the Lender shall not be obligated to consult the Borrower on the changes mentioned in paragraph (a) if it considers it impossible to do so given the circumstances and, in any event, is in no case obliged to reach an agreement on such changes; and (c) the Lender may not be held liable for any expense, loss, or liability resulting from an action taken or not taken by it under this Article 14.7 (Payment Systems Disruption).
15. MISCELLANEOUS 15.1 Language The language of the Agreement is English. If a translation is made, only the English version shall be authentic in the event of a divergence in the interpretation of the provisions of the Agreement, or in the event of a dispute between the Parties.
Any communication or document provided under or in connection with the Agreement must be drafted in English.
The Lender may request that a notice or document provided under this Agreement or in connection with it that is not in English be accompanied by a certified English translation, in which case, the English translation shall prevail unless the document is a statutory document of a company, a legal text, or other official document.
15.2 Certificates and Calculations In any litigation or arbitration arising from or in connection with this Agreement, the entries recorded in the accounts maintained by the Lender shall be prima facie evidence of the facts to which they refer.
Any certificate or determination by the Lender of a rate or amount under the Agreement constitutes, in the absence of manifest error, proof of the facts to which it refers.
15.3 Partial Invalidity If, at any time, a provision of this Agreement is or becomes illegal, invalid, or unenforceable, the validity, legality, or enforceability of the remaining provisions of the Agreement shall not be affected or impaired in any way.
15.4 Absence of Waiver The mere fact that the Lender refrains from exercising a right or delays its exercise under the Agreement shall not be considered a waiver of said right.
The partial exercise of a right shall not prevent its subsequent exercise, nor generally the exercise of the rights and remedies provided by law.
The rights and remedies stipulated in the Agreement are cumulative and not exclusive of the rights and remedies provided by law.
15.5 Assignments The Borrower may not assign or transfer all or part of its rights and/or obligations under the Agreement without the prior written consent of the Lender.
The Lender may assign or transfer any of its rights or obligations under this Agreement to any other third party and may enter into any sub-participation agreement related thereto.
15.6 Legal Value The attached Annexes and the recitals thereof form an integral part of this Agreement and have the same legal value.
15.7 Entire Agreement As of the date of signing, this Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes and replaces all prior documents, agreements, or understandings within the framework of the negotiation of this Agreement.
15.8 Amendments No amendment to this Agreement may be made without the prior written consent of the Parties.
15.9 Confidentiality and Disclosure of Information (a) Neither Party shall disclose the content of this Agreement to any third party without the prior consent of the other Party, except to any person to whom the Borrower has an obligation of disclosure under any applicable law, regulation, or judicial decision.
(b) Notwithstanding any existing confidentiality agreement, the Lender may disclose any information or documents related to the Program to:
(i) its auditors, experts, rating agencies, legal advisors, or supervisory bodies; (ii) any person or entity to which the Lender may assign or transfer all or part of its rights or obligations under the Agreement; and (iii) the French State, and in particular the ministries to which the Lender reports, for the purposes of the Lender's activity; and (iv) any person or entity for the purpose of taking protective measures or preserving the Lender's rights under the Agreement.
(c) Furthermore, the Borrower expressly authorizes the Lender to:
(i) exchange information with the French Republic for publication on the French Government's website, in accordance with any request of the International Aid Transparency Initiative; (ii) to publish on the Lender's website; the information relating to the Program and its financing as indicated in Annex 6 (Information that may be published on the French Government's website and the Borrower's website).
15.10 Limitation Period The limitation period for any claim under this Agreement shall be five (5) years, with the exception of any claim for interest due under this Agreement.
15.11 Unforeseeability (Imprévision)⁴ Each of the Parties acknowledges that the provisions of Article 1195 of the French Civil Code shall not apply to it with respect to its obligations under the Agreement and it shall not be entitled to bring any claim under Article 1195 of the French Civil Code.
⁴ translation of Article 1195 French Civil Code:
If a change of circumstances unforeseeable at the time of concluding the contract makes performance excessively onerous for a party that had not accepted to assume the risk, that party may request its counterparty to renegotiate the contract. Said party shall continue performing its obligations during the renegotiation.
If the renegotiation fails or is rejected, the parties may agree to terminate the contract on the date and under the conditions they determine, or may jointly request the court to adapt the contract. If no agreement is reached within a reasonable period, the court may, at the request of a party, revise the contract or terminate it, on the date and under the conditions set by the court.
________________ 16. NOTICES 16.1 Written Communications and Addressees Any notice, request, or other communication required to be made under or in connection with this Agreement shall be made in writing, and unless otherwise stipulated, may be made by mail to the following address and numbers:
For the Borrower:
REPÚBLICA DE COSTA RICA Ministerio de Hacienda Address: San José, Avenida 2da Calles 1 y 3, diagonal al Teatro Nacional Costa Rica Telephone: (506) 2547- 4264 Email: [email protected] Addressed to: Ministro de Hacienda For the Lender:
AFD- OFICINA DE COSTA RICA Address: Del centro comercial Plaza del Sol 425m al sur, Curridabat, San José Costa Rica Telephone: Email: Addressed to:
With a copy to: (+506) 88 55 61 11 [email protected] Director de la AFD para Costa Rica AFD - OFICINA SEDE DE PARÍS Address: 5, rue Roland Barthes - 75598 París Cedex 12, Francia Telephone: + 33 1 53 44 31 31 Addressed to: Director (a) del Departamento para América Latina (AML) or any other address or name of the responsible unit that one Party shall indicate to the other.
16.2 Receipt Any notice, request, or communication made or any document sent by one Party to the other Party in connection with this Agreement shall take effect if made by letter sent by physical mail, when delivered to the correct address, and, in the event that a service or responsible person has been specified according to the address details provided under Article 16.1 (Written Communications and Addressees), if said notice, request, or communication has been addressed to that person or department.
16.3 Electronic Communication (a) Any communication made by one person to another under or in connection with this Agreement may be made by email or other electronic means if the Parties:
(i) agree that this shall be an accepted form of communication until further notice; (ii) notify each other in writing of their email addresses and/or any other information necessary for the exchange of information by that means; and (iii) notify each other of any change in their respective addresses or the information they have provided.
(b) Any electronic communication between the Parties shall be deemed effective if it is received in legible form.
17. GOVERNING LAW, JURISDICTION, AND ELECTION OF DOMICILE (ELECCIÓN DE DOMICILIO) 17.1 Governing Law This Agreement shall be governed by French law.
17.2 Arbitration Any dispute arising out of or in connection with this Agreement shall be submitted to arbitration and finally settled in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce in force on the date of commencement of the arbitration proceedings, by one or more arbitrators who shall be appointed in accordance with said Rules.
The seat of arbitration shall be Paris and the language of the arbitration shall be English.
This arbitration clause shall remain valid even in the event of nullity, termination, annulment, or expiry of the Agreement. The fact that one of the Parties initiates proceedings against the other Party shall not, in itself, suspend its contractual obligations as they result from the Agreement.
The Parties expressly agree that, by signing this Agreement, the Borrower irrevocably waives all rights of immunity with respect to jurisdiction or enforcement that it might otherwise attempt to claim.
17.3 Election of Domicile (Elección de domicilio) Without prejudice to applicable legal provisions, for the purposes of service of judicial and extrajudicial documents that may arise from any action or proceeding mentioned above, the Borrower irrevocably elects domicile (elige domicilio) at the address indicated in Article 16 (Notices) and the Lender at the "AFD SEDE" address indicated in Article 16 (Notices).
18. DURATION All obligations incurred under this Agreement shall be effective on the Effective Date and shall remain in force as long as any amount is owed under this Agreement.
Notwithstanding the foregoing, the stipulations of Articles 15.9 (Confidentiality and Disclosure of Information) shall continue to produce their effects for a period of five (5) years after the last Payment Date. The provisions of clause 11.4.2 (Management of environmental and social claims (Gestión de atención a reclamos ambientales y sociales)) shall continue to have effect as long as any claim filed under the Regulation of the Environmental and Social Claims Mechanism continues to be processed or monitored.
19. ELECTRONIC SIGNATURE In the event that this Agreement is signed by electronic signature:
(a) Each Party accepts and acknowledges that the use of the electronic signature solution proposed by CEGEDIM France, as well as the associated process, constitutes an electronic signature within the meaning of the provisions of Article 1367 of the Civil Code.
(b) Each Party acknowledges and accepts that the storage by CEGEDIM France of the Agreement and all related information recorded and/or signed electronically complies with the integrity requirement in accordance with the provisions of Article 1379 of the Civil Code.
(c) Each Party acknowledges and accepts that the considered date and time of the Agreement, as well as the electronic signatures, are binding and shall prevail between the Parties.
(d) Each Party acknowledges and accepts that the electronic signature of the Agreement, as proposed by CEGEDIM France, has a sufficient level of reliability to identify its signatory and guarantee its link to the Agreement to which its signature is attached.
(e) Therefore, the Parties agree that the electronic signature solution proposed by CEGEDIM France entails a presumption of reliability, until proven otherwise, equivalent to the presumption of reliability granted to the qualified electronic signature mentioned in Article 1367, paragraph 2, of the Civil Code, and in Article I of Decree 2017-1416, of 28 September 2017, on electronic signatures, so that it shall be up to the Party challenging the reliability of the electronic signature solution proposed by CEGEDIM France to demonstrate the unreliability of the process used. Thus, each of the Parties expressly acknowledges and accepts that the Agreement signed using the electronic signature solution proposed by CEGEDIM France:
(i) has the same probative value as a printed written document signed and/or dated; (ii) is valid and enforceable against it and against the other Parties; and (iii) is admissible before the courts and/or before any authority as literal proof of its existence and of the content of the legal act attached to them.
(f) This article constitutes a probative agreement in accordance with Article 1368 of the French Civil Code.
Signed in four (4) originals, in San José de Costa Rica, on 12 August 2024.
BORROWER REPÚBLICA DE COSTA RICA Represented by: Name: Nogui ACOSTA JAÉN Title: Ministro de Hacienda LENDER AGENCE FRANCAISE DE DÉVELOPPEMENT Represented by: Name: Julián GARCÍA Title: Representante de la Agencia Francesa de Desarrollo en Costa Rica (a.i.)
Cosignatory, Mr. Fabrice PLACE, Encargado de Negocios a.i., Embajada de Francia en Costa Rica.
| Agreement | Refers to this Credit Agreement, including its preamble, its Annexes and, if applicable, any subsequent amendments. | | | --- | --- | --- | | Acts of Corruption | Refers to the following acts: a) Promising, offering or giving to a Public Official, or to any person who directs or works in a private sector entity, in any capacity, directly or indirectly, an undue advantage of any nature for themselves or for another person or entity, in order that they perform or refrain from performing an act in violation of their official, legal, contractual or professional duties that has the effect of influencing their own actions or those of another person or entity; or b) The fact that a Public Official, or any person who directs or works in a private sector entity, in whatever capacity, solicits or accepts, directly or indirectly, an undue advantage of any nature for themselves or for another person or entity, in order that they perform or refrain from performing an act in violation of their official, legal, contractual or professional duties that has the effect of influencing their own actions or those of another person or entity. | | | Act(s) of Terrorism | Refers to: (i) Any act prohibited by the United Nations Conventions and Protocols relating to the fight against terrorism (which can be consulted at the following website: https://legal.un.org/ola/Default.aspx); (ii) any of the offenses contemplated in Articles 3 to 10 of Directive (EU) 2017/541 of the European Parliament, of 15 March 2017, on combating terrorism; or (iii) any other act intended to cause death or serious bodily injury to a civilian, or to any other person not taking an active part in the hostilities in a situation of armed conflict, when the purpose of such act, by its nature or context, is to intimidate a population, or to compel a government or an international organization to do or to refrain from doing any act. | | | Annex(es) | Refers to the annex or annexes to this Agreement. | | | Authorization(s) | Refers to all agreements, registrations, deposits, covenants, certifications, attestations, authorizations, approvals, permits and/or mandates, or waivers of the latter, obtained from or made with an Authority, whether granted by an explicit act or deemed granted due to the absence of a response after a specified period of time, as well as all approvals and other agreements granted by the Borrower's creditors. | | | Authority(ies) | Refers to any government or body, department, commission exercising a public prerogative, administration, tribunal, agency or entity of a state, governmental, administrative, tax or judicial nature. | | | Acceptable Bank | Refers to any bank acceptable to the Lender. | | | Outstanding Principal | Refers, with respect to any Disbursement, to the amount of principal outstanding for payment with respect to said Disbursement, which corresponds to the amount of the Disbursement paid by the Lender to the Borrower less the total principal installments repaid by the Borrower to the Lender with respect to said Disbursement. | | | Certified Copy(ies) | Refers, for any copy, photocopy or other duplicate of an original document, to the authentication or legalization by a person duly authorized for that purpose, that the copy, photocopy or other duplicate is a true and complete copy of the original. | | | Rate Conversion | Refers to the conversion of the variable rate applicable to the Credit or a part of the Credit into a fixed rate according to the modalities provided for in Article 4.1 (Interest Rate). | | | Credit | Refers to the credit granted by the Lender under these presents and for the maximum principal amount stipulated in Article 2.1 (Credit). | | | Available Credit | Refers, at any given time, to the maximum principal amount specified in Article 2.1 (Credit), less (i) the amount of any Disbursement made, (ii) the amount of Disbursements to be made in accordance with outstanding Disbursement Requests, and (iii) the portions of the Credit canceled in accordance with Article 8.3 (Cancellation by the Borrower) and/or Article 8.4 (Cancellation by the Lender). | | | Borrower's Account | Refers to the account with the following details: Euros: Account Number: GB50CHAS60924241388180, Bank SWIFT (BIC) Code: BCCRCRSJ, opened in the name of the Borrower with the Banco Central de Costa Rica. USD: Account Number: 826196292, Bank SWIFT (BIC) Code: BCCRCRSJ, opened in the name of the Borrower with the Banco Central de Costa Rica. | | | Disbursement | Refers to the disbursement of part or all of the funds made available to the Borrower by the Lender under the Credit under the conditions of Article 3 (Disbursement Modalities) or the principal amount of a disbursement owed and payable at a certain point in time. | | | Business Day(s) | Refers to a whole day, excluding Saturdays, Sundays and public holidays, where banks are open in Paris and, being a TARGET Day, if it is a day on which a Disbursement must be made. | | | TARGET Day | Refers to a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer 2 (TARGET 2) system, or any successor to said system, is open for payments in Euros. | | | Program Documents | Means the Public Policy Matrix and the Results Monitoring Matrix attached as Annex 3B and 3C of this agreement and the Technical Cooperation Program to be implemented until the end of 2026. | | | US Dollars or USD | Refers to the currency that is legal tender in the United States of America. | | | Significant Adverse Effect | Refers to a significant and adverse effect on: a) the Program, in a way that compromises the continuity of the Program in accordance with the Agreement; b) the activity, assets, financial situation of the Borrower or its ability to fulfill its obligations under the Agreement; c) the validity or enforceability of the Agreement; or d) the rights and remedies of the Lender under the Agreement. | | | Embargo | Refers to any trade sanction prohibiting the import and/or export (supply, sale or transfer) of one or more types of goods, products or services destined for and/or originating from a State for a specified period, and as published and amended by the United Nations, The European Union or France. | | | Financial Indebtedness | Refers to any financial debt by and with respect to: a) all short, medium or long-term borrowed funds; b) funds raised through the issuance of bonds, notes, debentures, loan stocks or any other similar instrument; c) funds raised under any other transaction (including any forward purchase and sale agreement) that has the economic effect of a loan; d) any potential payment obligation resulting from a guarantee, bond or any other instrument. | | | Reference Financial Institution | Refers to an institution stably chosen as a reference by the Lender and which regularly and publicly publishes its financial instrument quotations in one of the international financial information dissemination systems according to the uses recognized by the banking profession. | | | EURIBOR | Refers to the interbank rate applicable to the Euro for deposits in Euros for a period comparable to the Interest Period as determined by the European Money Markets Institute (EMMI) or any successor body, at 11:00 a.m., Brussels time, two (2) Business Days before the first day of the Interest Period. | | | Euro(s) or EUR | Refers to the single European currency of the member states of the European Economic and Monetary Union, including France, and which is legal tender in said States. | | | Market Disruption Event | Refers to the occurrence of one of the following events: (i) the EURIBOR was not determined by the European Money Markets Institute (EMMI) or any successor body, at 11:00 a.m. Brussels time, two Business Days before the first day of the considered Interest Period; or (ii) at the close of the considered interbank market, the Borrower receives, two (2) Business Days before the first day of the considered Interest Period, a notification from the Lender according to which (i) the cost incurred by it to obtain the corresponding deposits in the considered interbank market is higher than the EURIBOR for the corresponding Interest Period, or (ii) within the framework of its current management operations, it cannot and will not be able to have the corresponding deposits in the interbank market in question to finance the Disbursement during the term in question. | | | Event of Default | Refers to each of the events or circumstances of Article 13.1 (Events of Default). | | | Payment Dates | Refer to March 1st and September 1st of each year. | | | Disbursement Deadline or Fund Disbursement Deadline | Refers to December 31, 2026, the date from which no further Disbursements may be made. | | | First Disbursement Deadline | Refers to December 13, 2025. | | | Disbursement Date | Refers to the date on which the Lender makes a Disbursement of funds available. | | | Effective Date | Refers to the date on which the obligations under this Agreement will enter into force after fulfillment, within a reasonable time, of the formalities required by Costa Rican legislation, including the corresponding legislative approval. | | | Rate Fixing Date | Refers, for each Disbursement with a Fixed Interest Rate or Change of the Interest Rate Calculation: (i) the first Wednesday (or, if that date is not a Business Day, the immediately following Business Day) following the date of receipt by the Lender of the complete Disbursement Request or the request for Change of the Interest Rate Calculation, provided that the request is received by the Lender at least two (2) full business days before said Wednesday; (ii) in other cases, the second Wednesday (or, if that date is not a Business Day, the immediately following Business Day) following the date of receipt by the Lender of the complete Disbursement Request, or the request for Change of the Interest Rate Calculation. | | | Signing Date | Refers to the date of signature of the Agreement by all Parties. | | | Program Completion Date | Refers to the date scheduled for the technical completion of the program: December 31, 2027. | | | Financing of Terrorism | Means providing or collecting, directly or indirectly, funds or managing funds with the intention that they be used, or with the knowledge that they will be used, to commit an Act of Terrorism. | | | Fraud | Refers to any unfair practice (action or omission) that seeks to deliberately deceive the other, intentionally conceal elements from them or surprise or vitiate their consent, circumvent legal or regulatory obligations and/or violate the internal rules of the Borrower or a third party to obtain an illegitimate benefit. | | | Fraud against the financial interests of the European Union | Refers to any intentional act or omission aimed at harming the budget of the European Union and related to: (i) the use or presentation of false, inaccurate, or incomplete statements or documents, which has the effect of misappropriation or improper retention of funds or any illegal retention of resources from the general budget of the European Union; (ii) non-disclosure of information with the same effect; and (iii) the misappropriation of such funds for purposes other than those for which they were originally granted. | | | Public Official | Refers to (i) any person holding a legislative, executive, administrative or judicial mandate, whether by appointment or elected, on a permanent or non-permanent basis, paid or unpaid, and whatever their hierarchical level, (ii) any person defined as a public official in the domestic law of the Borrower, (iii) any person who exercises a public function, including for a public body or a public enterprise, or who provides a public service. | | | Visibility and Communication Guide | Refers to all contractual provisions binding on the Borrower related to the communication and visibility of projects financed by AFD, contained in the document entitled "Guía de visibilidad de los proyectos apoyados por la AFD - Nivel I" or "Guía de comunicación para proyectos apoyados por la AFD - Nivel 2" as the case may be, a copy of which was given to the Borrower before the signing date. | | | Tax(es) | Refers to any tax, contribution, levy, duty or other expense or withholding of a comparable nature (including any penalty or interest payable for a breach or delay in the payment of one of the aforementioned taxes). | | | Compensatory Prepayment Indemnity | Refers to the indemnity calculated by applying the following percentage to the fraction of the Credit repaid early: - if the repayment occurs before the fifth anniversary (excluded) of the Signing Date: four percent (4%); - if the repayment occurs between the fifth anniversary (included) and the tenth anniversary (excluded) of the Signing Date: three percent (3%); - if the repayment occurs between the tenth anniversary (included) and the fifteenth anniversary (excluded) of the Signing Date: two percent (2%); - if the repayment occurs after the fifteenth anniversary (included): one point five percent (1.5%). | | | Payment Systems Interruption | Refers to one and/or the other of the following events: (a) a significant interruption of the payment or communication systems of the financial markets through which it is necessary to transit to make the Disbursements (or more generally to carry out the operations provided for by the Agreement) that is not the act of a Party and is beyond the control of the Parties; (b) any event involving an interruption of the treasury or payment operations of a Party (whether of a technical nature or linked to the malfunctioning of the systems) and that would prevent this Party or any other Party: (i) from proceeding with the payments owed by the involved Party under the Agreement; or (ii) from communicating with the other Parties in accordance with the terms of the Agreement; provided that this event is not attributable to one of the Parties and is beyond the control of the Parties. | | | Money Laundering | means: (i) the act of facilitating by any means the false justification of the origin of the assets or the proceeds of the perpetrator of a serious crime or an offense that has brought them a direct or indirect benefit; or (ii) the act of helping to invest, conceal or convert the direct or indirect proceeds of a serious crime or lesser offense. | | | List of Financial Sanctions | Refers to the list(s) of persons, groups or entities subject to financial sanctions by the United Nations, the European Union and/or France. For informational purposes only and for the convenience of the Borrower, who can consult them, references or website addresses are presented below: For the lists maintained by the United Nations, the European Union, and France, the following website can be consulted: https://gels-avoirs.dgtresor.gouv.fr/Listes. | | | MAG | Refers to the Ministerio de Agricultura y Ganadería (Ministry of Agriculture and Livestock). | | | Margin | means one hundred and sixty-two basis points (162) per annum. | | | Public Policy Matrix | Refers to the table attached in Annex 3B identifying the government's commitments for the transformation of the public policy considered in the Program and the corresponding means of verification. | | | Results Monitoring Matrix | Refers to the table attached in Annex 3C listing the indicators agreed upon between the Parties to monitor and demonstrate the results and impacts of the Program's implementation. Said Matrix refers to the monitoring indicators, regardless of the means of verification that must be developed for the Disbursements. | | | MINAE | Refers to the Ministerio de Ambiente y Energía (Ministry of Environment and Energy) of Costa Rica. | | | Illicit Origin | Refers to an origin of funds coming from: (a) offenses underlying money laundering as designated by the glossary of the 40 FATF recommendations "designated categories of offenses" (https://www.fatf-gafi.org/media/fatf/documents/recommendations/pdfs/FATF%20Recommendations%202012.pdf); (b) Acts of Corruption; or (c) Fraud against the Financial Interests of the European Communities. | | | Website | Refers to the AFD website http://www.afd.fr/ or any other internet portal that would replace it. | | | Non-cooperative Practices | means (i) The act of destroying, falsifying, altering, concealing or improperly withholding evidence or any other information, documents or records intended to be disclosed in connection with a Lender investigation of an allegation of Prohibited Practices, in order to materially obstruct the investigation; or the act of making false statements to materially obstruct the investigation of an allegation of Prohibited Practices; or (ii) The act of threatening, harassing or intimidating any party to prevent them from disclosing information relating to an investigation conducted by the Lender or the continuation of the investigation; or (iii) Any act performed with the purpose of materially obstructing the Lender in the exercise of its contractual rights of audit, inspection or access to information in the context of an investigation based on an allegation of Prohibited Practices. | | | Prohibited Practice(s) | Anti-Competitive Practices, Acts of Corruption, Fraud, Fraud against the Financial Interests of the European Union, Non-Cooperative Practices, Misuse of AFD Funds or Assets, as well as any violation of any applicable law against Money Laundering and the Financing of Terrorism. | | | Interest Period | Refers to a period running from one Payment Date (included) to the next Payment Date (excluded). For each Disbursement under the Credit, the first interest period will run from the Disbursement Date (included) to the next following Payment Date (excluded). | | | Availability Period | Refers to the period running from the Signing Date to the Disbursement Deadline. | | | Disbursement Period | Refers to the period running from the Date of the first Disbursement to the first of the following dates: (i) the date on which the Available Credit is equal to zero; (ii) the Disbursement Deadline for Funds. | | | Grace Period | Refers to the period between the Signing Date and the date falling sixty (60) months after said date, during which no principal repayment is due or payable under the Credit. | | | Financing Plan | Refers to the financing plan for the Program as attached in Annex 3 (Financing Plan). | | | Anti-Competitive Practices | (a) any concerted or implied action that has the object and/or effect of preventing, restricting or distorting fair competition in a market, including, without limitation, when it tends to (i) limit access to the market or the free exercise of competition by other enterprises; (ii) prevent the setting of prices by the free play of markets by artificially favoring their increase or decrease; (iii) limit or control any production, market, investment or technical progress; or (iv) share markets or sources of supply; (b) any abuse by an enterprise or group of enterprises of a dominant position in a national market or a substantial part thereof; or (c) any predatory offer or price that has the object and/or effect of eliminating an enterprise or one of its products from a market, or preventing it from accessing the market. | | | Program | Refers to the Program as described in Annex 2 (Program Description). | | | Regulation of the Environmental and Social Complaints Mechanism | Refers to the contractual terms contained in the Regulation of the Environmental and Social Complaints Mechanism, which are available on the Website, and the modifications it may have from time to time. | | | Restructuring | Refers to the contractual terms contained in the Regulation of the Environmental and Social Complaints Mechanism, which are available on the Website, and the modifications it may have from time to time. | | | Tax Withholding | Refers to any deduction or withholding in respect of a Tax on any payment made under or in connection with this Agreement. | | | Withholding at Source | Refers to a deduction or a withholding by way of Tax applicable to a payment under the Agreement. | | | SINAC | Refers to the Sistema Nacional de Áreas de Conservación (National System of Conservation Areas) of Costa Rica. | | | Rate Conversion Request | Refers substantially to a request in the form of the model attached in Annex 5C (Model Rate Conversion Request). | | | Disbursement Request | Refers substantially to a disbursement request in the form of the model attached in Annex 5A (Model Disbursement Request). | | | Interest Rate | is understood as the interest rate expressed as a percentage and determined in accordance with clause 4.1 (Interest Rate). | | | Fixed Reference Rate | Refers to the four point fifteen percent (4.15%) per annum. | | | Index Rate | Refers to the daily index TEC 10, the constant maturity 10-year rate published daily on the quote web pages of the Reference Financial Institution or any other index that would replace TEC 10. On the Rate Fixing Date for Signing, the noted Index Rate was two point ninety-nine percent (2.99%) per annum. | | | Misuse of AFD funds or assets | means the non-compliant, inappropriate and/or abusive use of the resources, goods or assets belonging to the Lender, done knowingly, imprudently or by negligence. | |
- a)"assets" refers to property, income and rights of any nature, present or future; b) any reference to the "Borrower", a "Party" or the "Lender" includes their successors and assigns; c) any reference to the Agreement, another covenant or any other act is understood to be the document as eventually amended, ratified or supplemented and even, if the case may be, any act that substitutes it by way of novation, in accordance with the Agreement.
- d)"guarantee" is understood to mean any surety, aval or any autonomous guarantee, independent of the debt to which it refers; e) "indebtedness" is understood to mean any payment or repayment obligation of a sum of money, undertaken by any person (as principal or as guarantor) that is immediately or term payable, definite or conditional; f) "person" is understood to mean any natural person, company, corporation, partnership, trust, government, state or state agency or any association, or group of two or more of the foregoing (with or without legal personality); g) "regulation" refers to any legislation, regulation, rule, decree, official instruction or circular, any requirement, decision or recommendation (whether or not having binding force) emanating from any governmental, intergovernmental or supranational entity, from any supervisory authority, independent administrative authority, agency, directorate, or other division of any other authority or organization (including any regulation emanating from a public industrial and commercial establishment) that has an effect on the Agreement or on the rights and obligations of a Party; h) any reference to a legal provision is understood as this provision as it was eventually amended; i) unless otherwise stipulated, any reference to a time of day is understood to be Paris time.
- j)the headings of Chapters, Articles and Annexes are indicated solely for convenience and do not influence the interpretation of the Agreement; k) unless otherwise stipulated, a term used in another document in relation to the Agreement or in a notice under the Agreement shall have the same meaning as in the Agreement; l) an Event of Default is "continuing" if it has not been remedied or if the persons who can avail themselves of it have not waived it; m) a reference to an Article or an Annex is a reference to an Article or Annex of the Agreement.
- n)words in the plural include the singular and vice versa.
The proposed financing is a sovereign loan of 100 million euros accompanied by technical assistance independent of this credit to support the implementation of Costa Rica's agro-environmental policy, focused on the transition of the agricultural development model (low in agrochemicals, low in carbon emissions, zero deforestation) and the restoration/conservation of terrestrial, coastal and marine ecosystems. This credit operation will be accompanied by a technical cooperation program that will enable the implementation of this policy in a pilot zone.
Program Objectives and Content The project's objective is to contribute to the development and implementation of an integrated national agricultural and environmental policy in Costa Rica, defined by the authorities as the country's Agenda Agroambiental (Agro-environmental Agenda). This policy is based on the concept of productive and sustainable landscapes (terrestrial, coastal and marine). Its implementation framework is the Iniciativa de Agropaisajes Sostenibles (Sustainable Agro-landscapes Initiative), jointly supported by the Ministerio de Ambiente y Energía (MINAE) and the Ministerio de Agricultura y Ganadería (MAG), which also oversees fisheries.
Specifically, the project will seek to support four areas of transformation:
1. Establish an inter-institutional coordination framework that allows integrated action between the agricultural and conservation sectors in the implementation of the agro-environmental agenda and territorial, marine and coastal planning; 2. Reduce the chemical burden in the agricultural sector through the rational use of chemical inputs and the promotion of alternatives (bio-inputs); 3. Promote sustainable agricultural practices through the development of agroecology and low-carbon, climate-resilient agriculture; 4. Define innovative payment mechanisms for environmental services to prevent deforestation and promote the restoration and conservation of natural terrestrial and marine-coastal ecosystems of high environmental value.
This Public Policy Budgetary Financing (FBPP) is based on the following cooperation package: i) a budgetary loan of 100 million EUR to finance the Borrower's budget intended to implement the Program and support debt service items; ii) a multi-year dialogue on public policies, based on the Public Policy Matrix and the Results Monitoring Matrix; iii) a technical cooperation program currently in the design phase.
The unilateral modification of the provisions of the preceding paragraph constitutes an event of default in accordance with clause 13.1(b) Commitments and Obligations.
Participants and Operational Procedures The direct beneficiary of the AFD financing is the Republic of Costa Rica, represented by its Ministerio de Hacienda (Ministry of Finance, MH). The entities responsible for implementing the commitments proposed in the Public Policy Matrix (MPP) are mainly the MAG, the MINAE and the SINAC. The overall coordination of the dialogue will be carried out by the Vice-Minister of Strategic Management of MINAE, in charge of the implementation of the Iniciativa de Agropaisajes Sostenibles.
Policy Framework underpinning the objectives of this FBPP operation National development agenda:
Plan Estratégico Nacional 2050 (National Strategic Plan 2050) (April 2022) Plan Nacional de Desarrollo e Inversión Pública 2023-2026 (National Development and Public Investment Plan 2023-2026) (December 2022) National climate action agenda:
Costa Rica's Nationally Determined Contribution 2020 (2020) Plan Nacional de Descarbonización 2019-2050 (National Decarbonization Plan 2019-2050) (February 2019) Política Nacional de Adaptación al Cambio Climático 2018-2030 (National Climate Change Adaptation Policy 2018-2030) and Plan Nacional de Adaptación al Cambio Climático 2022-2026 (National Climate Change Adaptation Plan 2022-2026) (2022) Agricultural sector agenda:
Política Pública para el Sector Agropecuario Costarricense 2023-2032 (Public Policy for the Costa Rican Agricultural Sector 2023-2032) Política para el Desarrollo Sostenible de la Ganadería (Policy for the Sustainable Development of Livestock Farming) and strategies for the meat and dairy subsectors in Costa Rica Decreto Ejecutivo No 43288-MINAE-MAG, creating and declaring of public interest the agenda agro-ambiental (agro-environmental agenda) and its platform (October 2021) Política de igualdad de género para el desarrollo inclusivo en el sector agropecuario, pesquero y rural 2020-2030 (Gender Equality Policy for Inclusive Development in the Agricultural, Fisheries and Rural Sector 2020-2030), and its action plan Law (No. 8591) for the development, promotion, and fostering of organic agricultural activity (June 2007) Decree (No. 35242) of regulations for the development and fostering of organic agricultural activity (November 2008) Agenda for the preservation and restoration of biodiversity:
Organic Environmental Law (No. 7554) National Biodiversity Policy of Costa Rica 2015-2030 National Strategy for Landscape Restoration of Costa Rica 2021-2050 National Bioeconomy Strategy 2020-2030 Agenda of the fisheries and aquaculture sector:
Fisheries and Aquaculture Law (No. 8436).
National Fisheries and Aquaculture Development Plan (No. 37587-MAG) National Wetlands Policy 2017-2030 Institutional Strategic Plan 2021-2025 INCOPESCA National Blue Carbon Strategy (2023) Decree creating the governance mechanism for marine spaces subject to the Jurisdiction of the Costa Rican State (No. 41775- MP-MSP-MAG-MINAE-MOPT-TUR) Regulation for the Establishment of Marine Areas for Responsible Fishing and Declaration of National Public Interest of Marine Areas for Responsible Fishing (No. 35502-MAG)
| AFD Budgetary Financing Program | Amount EUR 100,000,000 |
|---|---|
| AFD non-reimbursable technical cooperation | EUR 700,000 |
This financing plan may be supplemented with non-reimbursable funds from other sources to which AFD has access, such as the French Fund for the Environment (FFEM).
Regarding the set of documents submitted by the Borrower pursuant to the conditions precedent listed below:
If the document sent is not an original but a copy, the authenticated copy original must be delivered to the Lender; The final versions of documents, drafts of which were previously communicated to the Lender and accepted by the latter, must not reveal any substantial difference in relation to the drafts communicated and accepted previously; Documents that have not been previously communicated to and accepted by the Lender must be considered satisfactory by the latter in both substance and form.
PART I - CONDITIONS PRECEDENT TO BE FULFILLED ON THE DATE OF SIGNING (a) Delivery by the Borrower to the Lender of the following documents:
(i) An authenticated copy of the decision(s) required in application of the legislation of the Borrower's country:
Authorizing the Borrower to sign the Agreement; Approving the terms and conditions of this Agreement; Approving the execution of this Agreement; and Authorizing one or more persons to sign the Agreement on its behalf and for its account.
These conditions must be fulfilled by delivering the following documents:
The approval of the "Ministerio de Planificación Nacional y Política Económica"; The approval of the Banco Central de Costa Rica; The approval of the Budgetary Authority; and The document granting full powers to the Borrower to execute the Agreement together with the specimen signature of the person authorized to execute this Agreement.
(b) Receipt by the Lender of the draft of a legal opinion satisfactory to the Lender in both substance and form prepared by an independent law firm from the Borrower's country and designated by the Lender.
PART II - CONDITIONS PRECEDENT FOR THE FIRST DISBURSEMENT (a) Delivery by the Borrower to the Lender of:
(i) Documents justifying the fulfillment of any formalities or approvals required by Costa Rican legislation for the provisions of this Agreement to be fully applicable, including the relevant legislative approval and its publication in the official gazette; (ii) Documents justifying the fulfillment of all registration or filing, ratification, deposit, or publication requirements of this Agreement and the payment of any stamp duty, registration fees, or similar charges in relation to this Agreement, if applicable. If the Borrower considers that no payment of duties or fees applies, it must provide written confirmation in this regard.
(iii) Legal opinion issued by the Procuraduría General de la República that is satisfactory to the Lender; (iv) A certificate issued by a duly authorized representative of the Borrower setting forth the person(s) (i) authorized to sign, on behalf and for the account of the Borrower, the Disbursement Requests and any certificate in relation to this Agreement and to take all other actions and/or sign all other documents necessary on behalf and for the account of the Borrower under this Agreement (ii) together with the specimen signature of the aforementioned persons; and (v) Documents justifying that the Credit is included in the Borrower's budget.
(b) Evidence of the payment of all commissions and expenses due under the Agreement, if any; (c) Delivery to the Lender of a duly executed legal opinion, in form and substance satisfactory to the Lender, from a reputable law firm, established in the Borrower's jurisdiction; designated and paid for by the Lender in relation to (i) the validity and enforceability of the Credit Agreement and (ii) evidence that the Disbursement of the Credit will not violate any indebtedness limit, or any other similar limit binding on the borrower; PART III - CONDITIONS PRECEDENT FOR ALL DISBURSEMENTS INCLUDING THE FIRST DISBURSEMENT (a) Documents evidencing the achievement of eighty percent (80%) of the policy actions established in the "Means of Verification" column of the Public Policy Matrix set forth in Annex 3B of this Agreement.
[On Borrower's letterhead] To: AGENCE FRANÇAISE DE DÉVELOPPEMENT On: [Date] Borrower Name - Credit Agreement No. [.] dated [.]
Disbursement Request No. [.]
Dear Sirs:
1. We refer to Credit Agreement No. [.] entered into between the Borrower and the Lender, on [.] (hereinafter, the "Agreement"). Capitalized terms and expressions used in this request, but not defined, shall have the same meaning as in the Agreement.
2. We irrevocably request the Lender to make a Disbursement under the following conditions:
Amount: EUR [. amount in words] or, if less, the Available Credit.
Amount: The equivalent in United States dollars of [.] amount in words] (EUR [ .])] EUR, or, if less, the Available Credit.
Interest Rate: fixed or variable] 3. The Interest Rate shall be determined in accordance with the provisions of Article 4 (Interest) and 5 (Change in Interest Calculation) of the Agreement. The Interest Rate applicable to the requested Disbursement will be communicated to us in writing, and we accept said Interest Rate [(subject, if applicable, to the application of the following paragraph)], even if the Interest Rate is determined by reference to a Reference Rate plus any Adjustment Margin as notified by the Lender following the occurrence of a Monitoring Rate Substitute Event.
[In case of Fixed Interest Rate only: If the fixed Interest Rate applicable to the requested Disbursement exceeds [.] insert percentage in words] ([.] %), we request that this Disbursement Request be canceled.
4. We confirm that each condition mentioned in Article 2.4 (Conditions Precedent) has been fulfilled as of the date of this Disbursement Request and that no Event of Default is ongoing or likely to occur. In the event that any of the aforementioned conditions is not fulfilled before or on the Disbursement Date, we undertake to immediately notify the Lender of such situation.
5. The Disbursement must be credited to the following account:
(a) Name [of the Borrower]:[.]
(b) Address [of the Borrower]:[.]
(c) IBAN Account Number:[.]
(d) SWIFT Number: [.]
(e) Bank and bank address [of the Borrower]: [ .]
(f) Correspondent bank and account number of the Borrower's bank: [ .]
6. This Disbursement Request is irrevocable.
7. We attach hereto all relevant supporting documents specified in Article 2.4 (Conditions Precedent) of the Agreement:
[List of supporting documents]
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Authorized signature of the Borrower
[On Agence Française de Développement letterhead} To: [the Borrower] On: [Date] Ref: Disbursement Request No. [ . l dated [ . l Borrower Name - Credit Agreement No. J . I dated l . I Disbursement Confirmation No. 1 . 1 Dear Sirs:
1. We refer to Credit Agreement No. l . I entered into between the Borrower and the Lender, on [ .] (hereinafter, the "Agreement"). Capitalized terms and expressions used in this request, but not defined, shall have the same meaning as in the Agreement.
2. By a Disbursement Request Letter dated [.], the Borrower requested that the Lender make available a Disbursement in the amount of [.] EUR, in accordance with the terms and conditions of the Agreement.
3. Below are the details of the Disbursement that has been made available in accordance with your Disbursement Request:
. Amount: [. amount in words] Euros ([.] EUR) [The equivalent in United States dollars of [ . amount in words] Euros [.])] [Option: Disbursement with Variable Interest Rate/:
. Applicable Interest Rate: [ . percentage in words] ([.]%) per annum [equal to the aggregate of the six-month EURIBOR (equal to [ . ]% per annum)5 plus the Margin].
5 If the six-month EURIBOR is not available on the disbursement confirmation date due to the occurrence of a Monitoring Rate Event, the Reference Rate, the precise replacement terms and conditions for said Monitoring Rate by a Reference Rate, and the corresponding total effective rates will be communicated to the Borrower in a separate letter.
[Option: Disbursement with Fixed Interest Rate/:
. Applicable Interest Rate: [. percentage in words] ([.]%) For informational purposes only:
. Rate Fixing Date: [.]
. Fixed Reference Rate: [ . percentage in words] ([.] % ) per annum . Benchmark Index: [ . percentage in words] ([ . ]% ) per annum . Benchmark Index on the Rate Fixing Date: [ . percentage in words] ([.]%) per annum; . Overall effective annual rate of the Credit (6-month period): [ . percentage in words] ([. ] %) . Overall effective annual rate of the Credit (per year): [.percentage in words] ([.)%) [It is specified that the aforementioned Interest Rate may vary in accordance with the provisions of Article 4.1.1(a) (Variable Interest Rate) and 5.2 (Monitoring Rate) of the Agreement.]6 6 Delete in case of a Fixed Interest Rate.
.........................
Authorized signature of Agence Française de Développement
[On Borrower's letterhead] To: AGENCE FRANÇAISE DE DÉVELOPPEMENT On: [Date] Borrower Name - Credit Agreement No. [ . ] dated [ . ]
Disbursement Request No. [ . ]
Dear Sirs:
1. We refer to Credit Agreement No. [.] entered into between the Borrower and the Lender, on [.] (hereinafter, the "Agreement"). Capitalized terms and expressions used in this request, but not defined, shall have the same meaning as in the Agreement.
2. Pursuant to the provisions of Article 4.1.3(i) (Conversion from a Variable Interest Rate to a Fixed Interest Rate) of the Agreement, we kindly request you to convert the Variable Interest Rate of the following Disbursement:
. [list the Disbursement referred to] into a Fixed Interest Rate under the conditions provided for in the Agreement.
3. This rate conversion request shall be considered null and void if the applicable Fixed Interest Rate exceeds [insert percentage in words] ([ .] %].
..............
Authorized signature of the Borrower
[On Agence Française de Développement letterhead] To: [the Borrower] On: [Date] Ref: Rate Conversion Request No. [.] dated [.]
Borrower Name - Credit Agreement No. [.] dated [.]
Rate Conversion Confirmation No. [.]
Dear Sirs:
SUBJECT: Conversion of the variable Interest Rate to the fixed Interest Rate 1. We refer to Credit Agreement No. [.] entered into between the Borrower and the Lender, on [.] (hereinafter, the "Agreement"). Capitalized terms and expressions used in this request, but not defined, shall have the same meaning as in the Agreement.
2. In response to your Rate Conversion Request Letter dated [.], we hereby inform you that the fixed Interest Rate applicable to the Disbursement(s) for which you requested the conversion from Variable Interest Rate to Fixed Interest Rate, in accordance with Article 4.1.3 (Conversion from a variable interest rate to a fixed interest rate) of the Agreement, is:
. [.] % per year.
3. This fixed Interest Rate, calculated in accordance with the stipulations of Article 4.1.1 (Selection of the Fixed Interest Rate), will apply to the Disbursement(s) for which you requested the conversion from Variable Interest Rate to Fixed Interest Rate starting from [.] (effective date).
4. Furthermore, we inform you that the overall effective annual rate of the Credit is [.]%.
.........................
Authorized signature of Agence Française de Développement
1. Information related to the Program:
- Identifier (number and name) in AFD's books; - Description; - Sector of activity; - Place of execution; - Expected start date; - Expected Technical Completion Date; - Status of progress updated semi-annually; 2. Information related to the financing of the Program:
- Type of financing (loan, co-financing, subsidy, delegation of funds); - Amount of the Credit; and - Amount of the Credit that has been disbursed (updated as the execution of the Program progresses); 3. Other information:
Notification of transaction information and/or transaction operation communication note attached below in this Annex.
ANNEX 7 - NON-EXHAUSTIVE LIST OF ENVIRONMENTAL AND SOCIAL DOCUMENTS THAT THE BORROWER AUTHORIZES TO DISCLOSE WITHIN THE FRAMEWORK OF THE ENVIRONMENTAL AND SOCIAL COMPLAINTS MECHANISM.
- Environmental and social scoping report - Environmental and social impact assessment (ESIA) - Environmental and Social Management Plan (ESMP) - Environmental and Social Management Framework (ESMF) - Resettlement Action Plan (RAP) - Resettlement policy framework (RPF) - Environmental and social commitment plan (ESCP) - Limited environmental and social assessment - Limited environmental and social action plan - Feasibility study chapter on environmental and social issues - Environmental and social chapters of monitoring mission reports - Reports on monitoring the implementation of the ESCP