Senegal - Third Structural Adjustment Credit : Credit 1802 - Credit Agreement - 1 - Conformed

OFFICIAL CREDIT NUMBER 1802 SE Development Credit Agreement (Third Structural Adjustment Credit) between REPUBLIC OF SENEGAL and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated , 1987 CREDIT NUMBER 1802 SE DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated ( so , 1987, between REPUBLIC OF SENEGAL (the Borrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association). WHEREAS (A) the Association has received a letter dated April 16, 1987 from the Borrower describing a program of actions, objectives and policies designed to achieve structural adjustment of the Borrower's economy (hereinafter called the Program), declaring the Borrower's commitment to the execution of the Program, and requesting assistance from the Association in the financing of urgently needed imports required during such execution; (B) the Borrower has also requested the Association, acting as Administrator of a Special Facility for Sub-Saharan Africa (the African Facility) established by its Executive Directors by Resolution No. IDA 85-1 of May 21, 1985, to provide additional assistance in support of the Program, and by an agreement of even date herewith between the Borrower and the Association as Administrator of the African Facility (the African Facility Credit Agreement), the Association is agreeing to provide such assistance in an aggregate principal amount equivalent to thirty one million one hundred thousand Special Drawing Rights (SDR 31,100,000) (the African Facility Credit); (C) the Borrower has also requested the Association as Administrator of Special Joint Financing from Switzerland (the Swiss Grant Administrator) to provide additional assistance in support of the Program under the Special Joint Financing Agreement for the Special African Facility and by an agreement (the Swiss Grant Agreement) to be entered into between the Borrower and the Swiss Grant Administrator, the Swiss Grant Administrator is agreeing to provide such assistance in an amount of twelve million Swiss Francs (SwF 12,000,000) (the Swiss Grant); (D) the Borrower intends to seek additional funds from other donors to assist in financing the Program; (E) the Borrower and the Association intend, to the extent practicable, that the proceeds of the African Facility Credit and of the Swiss Grant be disbursed before disbursement of the proceeds of the Credit are made; and -2- (F) on the basis inter alia of the foregoing, the Association has decided in support of the Program to provide such assistance to the Borrower by making the Credit in three tranches as hereinafter provided; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I General Conditions; Definitions Section 1.01. The "General Conditions Applicable to Development Credit Agreements" of the Association, dated January 1, 1985, with the modifications thereof set forth below (the General Conditions) constitute an integral part of this Agreement: (a) Section 2.01, paragraph 9, shall be modified to read: "'Project' means the imports and other activities that may be financed out of the proceeds of the Credit pursuant to the provisions of Schedule 1 to the Development Credit Agreement."; (b) Section 9.06 (c) shall be modified to read: "(c) Not later than six months after the Closing Date or such later date as may be agreed for this purpose between the Borrower and the Association, the Borrower shall prepare and furnish to the Association a report, of such scope and in such detail as the Association shall reasonably request, on the execution of the Program referred to in the Preamble to the Development Credit Agreement, the performance by the Borrower and the Association of their respective obligations under the Development Credit Agreement and the accomplishment of the purposes of the Credit."; and (c) the last sentence of Section 3.02 is deleted. Section 1.02. Unless the context otherwise requires, the several terms defined in the General Conditions and in the Preamble to this Agreement have, the respective meanings therein set forth and the following additional terms have tne following meanings: -3- (a) "SITC" means the United Nations Standard International Trade Classification, 1974 Revision (SITC, Rev. 2), published in Commodity Indexes for the Standard International Trade Classifi- cation, Revised, Statistical Papers, Series M, No. 38/Rev.2 (1981); (b) "OFAF" means the currency of the Borrower; (c) "Special Account" means the account referred to in Section 2.02 (b) of this Agreement; (d) "Central Bank" means the Banque Centrale des Etats de l'Afrique de l'Ouest; (e) "SEM" means Soci6te d'Economie Mixte, a joint stock corporation of which the Borrower is one of the shareholders; and (f) "FY" means the Borrower's fiscal year which runs from July 1 to June 30. ARTICLE II The Credit Section 2.01. The Association agrees to lend to the Borrower, on the terms and conditions set forth or referred to in the Development Credit Agreement, an amount in various currencies equivalent to thirty five million Special Drawing Rights (SDR 35,000,000). Section 2.02, (a) The amount of the Credit may be withdrawn from the Credit Account in accordance with the provisions of Schedule 1 to this Agreement. (b) The Borrower shall, for the purposes of the Program, open and maintain in CFAF a special account in the Central Bank on terms and conditions satisfactory to the Association. Deposits into, and payments out of, the Special Account shall be made in accordance with the provisions of Schedule 4 to this Agreement. Section 2.03. The Closing Date shall be December 31, 1988, or such later date as the Association shall establish. The Association shall promptly notify the Borrower of such later date. Section 2.04. (a) The Borrower shall pay to the Association a commitment charge at the rate of one-half of one percent (1/2 of 1%) per annum on the principal amount of the Credit not withdrawn from time to time. The commitment charge shall accrue from a date sixty days after the date of the Development Credit Agreement to the respective dates on which amounts shall be withdrawn by the Borrower from the Credit Account or shall be cancelled. (b) The commitment charge shall be paid: (i) at such places as the Association shall reasonably request; (ii) without restrictions of any kind imposed by, or in the territory of, the Rarrower; and (iii) in the currency specified in this Agreement for the purpuses of Section 4.02 of the General Conditions or in such other eligible currency or currencies as may from time to time be designated or selected pursuant to the provisions of that Section. Section 2.05. The Borrower shall pay to the Association a service charge at the rate of three-fourths of one percent (3/4 of 1%) per annum on the principal amount of the Credit withdrawn and outstanding from time to time. Section 2.06. Commitment and service charges shall be payable semiannually on May 1 and November 1 in each year. Section 2.07. The Borrower shall repay the principal amount of the Credit in semiannual installments payable on each May 1 and November 1 commencing November 1, 1997, and ending May 1, 2037. Each installment to and including the installment payable on May 1, 2007 shall be one-half of one percent (1/2 of 1%) of such principal amount, and each installment thereafter shall be one and one-half per cent (1-1/2%) of such principal amount. Section 2.08. The currency of the French Republic is hereby specified for the purposes of Section 4.02 of the General Conditions. Section 2.09. (a) The National Director for Senegal of the Central Bank is designated as representative of the Borrower for the purposes of taking any action required or permitted to be taken under the provisions of Section 2.02 of this Agreement and Article V of the General Conditions. (b) Without limitation or restriction to the foregoing, the Borrower hereby entrusts the Central Bank with responsibility for -5- the preparation of withdrawal applications under the Credit and for the collection of the documents and other evidence to be furnished to the Association in support of such applications; such withdrawal applications shall to the extent practicable be consolidated so as to apply for withdrawal of aggregate amounts of not less than CFAF $300,000,000 equivalent. ARTICLE III Particular Covenants Section 3.01. (a) The Borrower and the Association shall, from time to time, at the request of either party, exchange views on the progress achieved in carrying out the Program, the Borrower's arrangements to monitor such progress and the actions specified in Schedule 3 to this Agreement. (b) Prior to each such exchange of views, the Borrower shall furnish to the Association for its review and comment a report on the progress achieved in carrying out the Program and such actions, in such detail as the Association shall reasonably request. Section 3.02. Except as the Association shall otherwise agree, procurement of the goods to be financed out of the proceeds of the Credit shall be governed by the provisions of Schedule 2 to this Agreement. Section 3.03. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with consistently maintained sound accounting practices the expenditures financed out of the proceeds of the Credit. (b) The Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Association; (ii) furnish to the Association as soon as available, but in any case not later than four months after the end of each such year, a certified copy of the -6- report of such audit by said auditors, of such scope and in such detail as the Association shall have reasonably requested; and (iii) furnish to the Association such other information concerning said records and accounts and the audit thereof as the Association shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Credit Account were made on the basis of statements of expenditure, the Borrower shall: (i) maintain or cause to be maintained, in accordance with paragraph (a) of this Section, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Association has received the audit report for the fiscal year in which the last withdrawal from the Credit Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Association's representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual audits referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expenditure submitted during such fiscal year, together with the proce- dures and internal controls involved in their preparation, can be relied upon to support the related withdrawals. ARTICLE IV Remedies of the Association Section 4.01. Pursuant to Section 6.02 (h) of the General Conditions, the following additional events are specified: (a) that an event has occurred which shall make it improbable that the Program, or a significant part thereof, will be carried out; -7- (b) (i) subject to sub-paragraph (ii) of this paragraph: (A) the right of the Borrower to withdraw the proceeds of any grant, loan or credit (including the African Facility Credit and the Swiss Grant) made to the Borrower for the financing of the. Program shall have been suspended, cancelled or terminated, in whole or in part, pursuant to the terms of the agreements providing therefor; or (B) any such loan or credit shall have become due and payable prior to the agreed maturity thereof. (ii) sub-paragraph (i) of this paragraph shall not apply if the Borrower establishes to the satisfaction of the Association that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreements; and (3) adequate funds required during the execution of the Program are available to the Borrower from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement. Section 4.02. Pursuant to Section 7.01 (a) of the General Conditions the following additional event is specified, namely, that the event specified in paragraph (b)(i)(B) of Section 4.01 of this Agreement shall occur, subject to the proviso of sub- paragraph (ii) of that paragraph. ARTICLE V Effective Date; Termination Section 5.01. The following events are specified as additional conditions to the effectiveness of the Development Credit Agreement within the meaning of Section 12.01 (b) of the General Conditions: -8- (a) all conditions precedent to the effectiveness of the African Facility Credit Agreement, other than any related to the effectiveness of this Agreement, have been fulfilled; (b) proposals for the reform of the Borrower's planning system have been submitted to the Conseil Sup6rieur du Plan; and (c) the Borrower has submitted to the National Assembly for its approval a bill to amend the Labor Code in order to enaLie enterprises to hire labor without mandatory intervention of the State and renew temporary work contracts. Section 5.02. The date sixty (60) days after the date of this Agreement is hereby specified for the purposes of Section 12.04 of the General Conditions. ARTICLE VI Repregentatives of the Borrower; Addresses Section 6.01. Except as provided in Section 2.09 (a) of this Agreement, the Borrower's Mimister responsible for Financu and Secretary of State to said Minister are designated as representatives of the Borrower for the purposes of Section 11.03 of the General Conditions. Section 6.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Borrower: Minist're de 1'Economie et des Finance.,; Rue Charles Lain6 B.P. 4017 Dakar R6publique du S6n6gal Cable address: Telex: MINIFINANCES 3203 G Dakar -9- For the Association: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INDEVAS 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives, have caused this Agreement to be signed in their respective names in the District of Columbia, United States of America, as of the day and year first above written. REPUBLIC OF SENEGAL By Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By / Regional Vice Pre ident Africa - 10 - SCHEDULE 1 Withdrawal of the Proceeds of the Credit 1. Subject co the provisions set forth or referred to in this Schedule, the proceeds of the Credit may be withdrawn from the Credit Account for expenditures made (or, if the Association shall so agree, to be made) in respect of the reasonable cost of goods required during the execution of the Program and to be financed out of such proceeds. 2. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of: (a) expenditures for goods included in the following SITC groups or sub-groups: GrouP Sub-group Description of Items 112 - Alcoholic beverages 121 - Tobacco, unmanufactured tobacco refuse 122 - Tobacco, manufactured 667 - Pearls, precious and semi- precious stones, unworked or worked 688 - Uranium depleted in U235 and thorium, and their alloys, unwrought or wrought, and articles therefor, n.e.s.; waste and scrap of uranium depleted in U235 and of thorium - 11 - Group Sub-group Description of Items 718 718.7 Nuclear reactors, and parts thereof, n.e.s. 897 897.3 Jewelry of gold, silver or platinum group metals (except watches and watch cases) and goldsmiths' or silversmiths' wares (including set gems) - 971.0 Cold, non-monetary (excluding gold ores and concentrates) (b) expenditures in the currency of the Borrower or for goods supplied from the territory of the Borrower, excluding, if the currency of the Borrower is also that of another country, expenditures in such currency for goods supplied from the territory of such other country; (c) payments made for expenditures prior to March 1, 1987; (d) expenditures for goods procured under contracts costing less than $10,000 equivalent; (e) expenditures for goods supplied under a contract which any national or international financing institution or agency other than the Association shall have financed or agreed to finance; (f) expenditures for goods intended for a military or para- military purpose or for luxury consumption; (g) expenditures in excess of an aggregate amount equivalent to SDR 7,800,000 for petroleum products and SDR 7,800,000 for foodstuffs. 3. No withdrawal shall be made and no commitment shall be entered into to pay amounts to the Borrower or others in respect of expenditures to be financed out of the proceeds of the Credit and the African Facility Credit after the amount of the proceeds of the Credit and the African Facility Credit withdrawn from the Credit Account and the African Facility Credit Account and the - 12 - total amount of such commitments shall have reached in the aggregate the equivalent of SDR 23,500,000 and SDR 44,800,000 respectively, unless the Association shall be satisfied in each case, after the corresponding exchange of views as described in Section 3.01 of this Agreement: (a) with the progress achieved by the Borrower in the carrying out of the Program, and (b) that the corresponding actions described in Schedule 3 to this Agreement have been taken and are satisfactory to the Association. 4. If, after any such exchange of views, the Association is not so satisfied and this situELtion shall not be rectified by the Borrower within 90 days after notice thereof by the Association, then the Association may, by notice to the Borrower, cancel the amount of the Credit unwithdrawn from the Credit Account or any part thereof. - 13 - SCHEDULE 2 Procurement 1. Except as provided in paragraph 2 hereof, contracts for the procurement of goods shall be awarded through international competitive bidding in accordance with procedures consistent with those set forth in Sections I and II of the "Guidelines for Procurement under IBRD Loans and IDA Credits" published by the Bank in May 1985 (the Guidelines), subject to the following modifications: (a) Paragraph 2.8 of the Guidelines is deleted and the following is substituted therefor: "2.8 Notification and Advertising The international community should be notified in a timely manner of the opportunity to bid. This will be done by advertising invitations to apply for inclusion in a bidder's invitation list, to apply for prequalification, or to bid; such advertisements should be placed in at least one newspaper of general circulation in the Borrower's country and, in addition, in at least one of the following forms: (i) a notice in the United Nations publication, Development Forum, Business Edition; or (ii) an advertisement in a newspaper, periodical or technical journal of wide international circulation; or (iii) a notice to local representatives of countries and territories referred to in the Guidelines, that are potential suppliers of the goods required." (b) The following is added at the end of paragraph 2.21 of the Guidelines: "As a further alternative, bidding documents may require the bidder to state the bid price in a single currency widely used in international trade and specified in the bidding documents." (c) Paragraphs 2.55 and 2.56 of the Guidelines'are deleted. - 14 - 2. (a) Contracts for goods to be procured by private entities and contracts for foodstuffs and petroleum products commonly traded in the international market may be awarded on the basis of the normal procurement procedures of the purchaser of such goods. (b) Contracts for goods to be procured by the Borrower, its political subdivisions or state-owned enterprises estimated to cost less than $1,000,000 equivalent may be awarded on the basis of the normal procurement procedures of the purchaser of such goods, such procedures to be satisfactory to the Association. 3. With respect to each contract referred to in paragraph 1 of this Schedule, the Borrower shall furnish to the Association, prior to the submission to the Association of the first applica- tion for withdrawal of funds from the Credit Account in respect of such contract, two conformed copies of such contract, together with the analysis of the respective bids and recommendations for award, a description of the advertising and tendering procedures followed and such other information as the Association shall reasonably request. 4. With respect to each contract referred to in paragraph 2 of this Schedule, the Borrower shall furnish to the Association, prior to the submission to the Association of the first applica- tion for withdrawal of funds from the Credit Account in respect thereof, such documentation and information as the Association may reasonably request to support withdrawal applications in respect of such contract. 5. Notwithstanding the provisions of paragraphs 3 and 4 of this Schedule, where payments under a contract are to be made out of the proceeds of the Special Account, the copies of such contract or the documentation and the information to be furnished to the Association pursuant to the provisions of paragraph 3 or paragraph 4 of this Schedule, as the case may be, shall be furnished to the Association as part of the evidence required under paragraph 4 of Schedule 4 to this Agreement. 6. The provisions of the preceding paragraphs 3, 4 and 5 shall not apply to contracts on account of which the Association has authorized withdrawals from the Credit Account on the basis of statements of expenditure. Such contracts shall be retained in accordance with Section 3.03 (c) (ii) of this Agreement. - 15 - SCRHZJLE 3 Actions Referred to in Paragraph 3 (b) of Schedule 1 to this Agreement A. For the purpose of the release of the Second Tranche: 1. The Borrower has: (a) offered for sale all its shares in the following SEMs: Berliet-S6n6gal, HAMO, SPHU-Teranga, VACAP, SAIH-Ngor and SPT; (b) offered for sale part of its shares in the following SEMs: SERAS, Salins du Sine Saloum, Dakar-Marine and SICAP; and (c) identified a group of at least ten other SEMs to be privatized. 2. The liquidation of seven SEMs (Bud-S6n6gal, COSENA, SNPT, S6n6mdtallurgie, SSE, SEGI and SOSEPRA) and two Etablissements Publics (STN and SONAR) has been completed. 3. The Borrower has prepared an action program to implement the recommendations resulting from the study on agricultural prices and incentives. 4. The Borrower has started the implementation of the action program to change the scope of application of the system of Valeurs Mercuriales. 5. The Borrower has prepared an action program to review the Conventions Sp6ciales in effect. 6. The revised Investment Code has been submitted to the National Assembly. 7. The operation of the export subsidy system has been reviewed, the level of the export subsidy has been reviewed and set, and the operation of the duty drawback system has been reviewed. 8. The rehabilitation plan of BNDS is being implemented in accordance with the program adopted by the monetary authorities (Ministry of Economy and Finance and Central Bank). 9. The Borrower has increased the minimum amount legally required for the capital of banks. 10. The Fonds de R6insertion has become operational. - 16 - B. For the purpose of the release of the Third Tranche: 1. The Borrower has fulfilled its financial obligations for the first half of FY 1987-88 under all contrats-plans with public enterprises in effect for that year, in accordance with the timetable established as of June 30, 1987. 2. The Borrower has submitted the three-year Public Investment Program 1988-89/1990-91 to the Association, which has approved it on the basis of mutually agreed evaluation criteria. 3. The total number of the Borrower's employees (including permanent civil servants and contractual employees) in FY 1987/88 does not exceed the number employed as of June 30, 1987, or a maximum of 68,000. 4. Provisional national accounts in current prices have been prepared for calendar years 1982 through 1986. 5. The implementation of the action program on agricultural prices and incentives has started. 6. The action program to improve the efficiency of the SONACOS group has been prepared on the basis of an operational audit (technical, financial and management audit). 7. Draft laws revising the customs tariffs and modifying tariffs per destination (Tarifs de Precision) have been submitted to the National Assembly in order to enable said tariffs to become effective on July 1, 1988. 8. The Borrower has adopted such recommendations of the studies on employment and the labor market as shall have been satisfactory to the Borrower. 9. The Borrower has formulated a population policy and specified the means for its implementation. - 17 - SCHEDULE 4 Special Account 1. For the purposes of this Schedule: (a) the term "eligible expenditures" means expenditures in respect of the reasonable cost of goods required during the execution of the Program and to be financed out of the proceeds of the Credit in accordance with the provisions of Schedule 1 to this Agreement; and (b) the term "Authorized Allocation" means an amount equivalent to SDR 3,900,000 to be withdrawn from the Credit Account and deposited in the Special Account pursuant to paragraph 3 (a) of this Schedule. 2. Except as the Association shall otherwise agree, payments out of the Special Account shall be made exclusively for eligible expenditures in accordance with the provisions of this Schedule. 3. After the Association has received evidence satisfactory to it that the Special Account has been duly opened, withdrawals of the Authorized Allocation and subsequent withdrawals to replenish the Special Account may be made as follows: (a) On the basis of a request or requests by the Borrower for a deposit or deposits which add up to the aggregate amount of the Authorized Allocation, the Association shall, on behalf of the Borrower, withdraw from the Credit Account and deposit in the Special Account such amount or amounts as the Borrower shall have requested. (b) The Borrower shall furnish to the Association requests for replenishment of the Special Account at such intervals as the Association shall specify. On the basis of such requests, the Association shall withdraw from the Credit Account and deposit into the Special Account such amounts as shall be required to replenish the Special Account with amounts not exceeding the amount of payments made out of the Special Account for eligible expenditures. Each such deposit shall be withdrawn by the Association from the Credit Account in the respective equivalent amounts as shall have been justified by the evidence supporting the request for such deposit furnished pursuant to paragraph 4 of this Schedule. - 18 - 4. For each payment made by the Borrower out of the Special Account for which the Borrower requests replenishment pursuant to paragraph 3 (b) of this Schedule, the Borrower shall furnish to the Association, prior to or at the time of such request, such documents and other evidence as the Association shall reasonably request, showing that such payment was made for eligible expenditures. 5. (a) Notwithstanding the provisions of paragraph 3 of this Schedule, no further deposit into the Special Account shall be made by 'the Association when either of the following situations first arises: (i) the Association shall have determined that all further withdrawals can be made by the Borrower directly from the Credit Account in accordance with the provisions of Article V of the General Conditions and paragraph (a) of Section 2.02 of this Agreement; or (ii) the total unwithdrawn amount of the Credit, minus the amount of any outstanding special commitment entered into by the Association pursuant to Section 5.02 of the General Conditions with respect to the Program, shall be equal to the equivalent of twice the amount of the Authorized Allocation. (b) Thereafter, withdrawal from the Credit Account of the remaining unwithdrawn amount of the Credit shall follow such procedures as the Association shall specify by notice to the Borrower. Such further withdrawals shall be made only after and to the extent that the Association shall have been satisfied that all such amounts remaining on deposit in the Special Account as of the date of such notice will be utilized in making payments for eligible expenditures. 6. (a) If the Association shall have determined at any time that any payment out of the Special Account: (i) was made for any expenditure or in any amount not eligible pursuant to paragraph 2 of this Schedule, or (ii) was not justified by the evidence furnished pursuant to paragraph 4 of this Schedule, the Borrower shall, promptly upon notice from the Association, deposit into the Special Account (or, if the Association shall so request, refund to the Association) an amount equal to the amount of such payment or the portion thereof not so eligible or justified. No further - 19 - deposit by the Association into the Special Account shall be made until the Borrower has made such deposit or refund. (b) If the Association shall have determined at any time that any amount outstanding in the Special Account will not be required to cover further payments for eligible expenditures, the Borrower shall, promptly upon notice from the Association, refund to the Association such outstanding amount for crediting to the Credit Account. INTERNATIONAL DEVELOPMENT ASSOCIATION CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the International Development Association. FOR SECRETARY