Senegal - Petite Cote Tourism Project : Loan 1412 - Loan Agreement - 2 - Conformed

OFFicIAL LOAN NUMBER 1413 SE SLO(AMENDED) Loan Agreement (Petite C8te Tourism Project) between REPUBLIC OF SENEGAL and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated June 7, 1977 As Amended to jQ , 1980 LOAN NUMBER 1413 SE (Amended) LOAN AGREEMENT AGREEMENT, dated June 7, 1977, between REPUBLIC OF SENEGAL (hereinafter called the Borrower) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank). WHEREAS (A) by an agreement (hereafter called the Inter- mediate Term Loan Agreement) of even date herewith between the Borrower and the Bank, the Bank is agreeing to assist in the financing of the Project described in Schedule 2 to the said Intermediate Term Loan Agreement by making a loan (hereinafter called the Intermediate Term Loan) in an amount in various cur- rencies equivalent to eight million dollars ($8,000,000) under the Interest Subsidy Fund for the Third Window established by Resolution No. 75-111 of the Executive Directors of the Bank; (B) the Borrower has also requested the Bank to provide additional financial assistance towards the financing of the Project by making the present Loan (hereinafter called the Loan) as hereinafter provided; (C) the Borrower and the Bank intend that the proceeds of the Intermediate Term Loan and of this Loan be disbursed pro rata on the basis of a 6:4 ratio; (D) Parts J and K (ii) and (iii) of the Project will be carried out by the Borrower through BAMH and SET, respectively (as those terms are hereinafter defined), and Part C (i) and (ii) of the Project will be carried out by the Borrower; (E) Parts A, B, D, E, G, H, K (i) and L of the Project will be carried out by SAPCO (as this term is hereinafter defined), with the Borrower's assistance and, as part of such assistance, the Borrower will make available to SAPCO a portion of the proceeds of the Loan and of the Intermediate Term Loan as hereinafter provided; (F) Part F of the Project will be carried out by SAPCO in cooperation with SOFISEDIT (as this term is hereinafter defined); and (G) the Bank is willing to make the Loan and the Inter- mediate Term Loan available upon the terms and conditions set forth hereinafter and in the Project Agreement dated tA" 1 , 1980, between the Bank, party of the first part, and SACO and SOFISEDIT, parties of the second part; - 2 - WHEREAS the Bank has agreed, on the basis inter alia of the foregoing, to make the Loan and the Intermediate Term Loan to the Borrower upon the terms and conditions set forth hereinafter in this Agreement which is the First Loan Agreement referred to in the Intermediate Term Loan Agreement; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I General Conditions; Definitions Section 1.01. The parties to this Agreement accept all the provisions of the General Conditions Applicable to Loan and Guarantee Agreements of the Bank, dated March 15, 1974, with the same force and effect as if they were fully set forth herein (said General Conditions Applicable to Loan and Guarantee Agree- ments of the Bank being hereinafter called the General Condi- tions). Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions, in the Preamble to this Agreement and in the Intermediate Term Loan Agreement have the respective meanings therein set forth. ARTICLE II The Loan Section 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions in the Loan Agreement set forth or referred to, an amount in various currencies equivalent to five million six hundred thousand dollars ($5,600,000). Section 2.02. (a) The amount of the Loan may be withdrawn from the Loan Account in accordance with the provisions of Sched- ule 1 to the Intermediate Term Loan Agreement, as such Schedule may be amended from time to time by agreement between the Borrower and the Bank, for expenditures made (or, if the Bank shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Project to be financed out of the proceeds of the Loan and in respect of interest and other charges on the Loan; provided, however, that no withdrawal shall be made in respect of a Sub-loan unless the Sub-loan shall have been approved by the Bank. -3- (b) On each of the semiannual interest payment dates specified in Section 2.07 of this Agreement, the Bank shall, on behalf of the Borrower, withdraw from the Loan Account and pay to itself the amounts required to pay, on such date, interest and other charges on the Loan accrued and payable on or before the date set forth, and up to the amount allocated, in Schedule 1 to the Intermediate Term Loan Agreement, as such Schedule may be amended from time to time by agreement between the Borrower and the Bank. (c) Except as the Borrower and the Bank shall otherwise agree, no withdrawal shall be made on account of expenditures made by an Investor in respect of a Sub-loan, if such expenditures shall have been made before M 01 1Q , 1980 or more than ninety days prior to the date on which the Bank shall have received in respect of such Sub-loan the application and informa- tion required by paragraph III (d) of the Schedule to the Project Agreement. Section 2.03. Except as the Bank shall otherwise agree, contracts for the purchase of goods and civil works required for the Project to be financed out of the proceeds of the Loan and the Intermediate Term Loan shall be procured in accordance with the provisions of Schedule 4 to the Intermediate Term Loan Agreement. Section 2.04. The Closing Date shall be June 30, 1985 or such later date as the Bank shall establish. The Bank shall promptly notify the Borrower of such later date. Section 2.05. The Borrower shall pay to the Bank a commit- ment charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal amount of the Loan not withdrawn from time to time. Section 2.06. The Borrower shall pay interest at the rate of eight and two-tenths per cent (8.20%) per annum on the prin- cipal amount of the Loan withdrawn and outstanding from time to time. Section 2.07. Interest and other charges shall be payable semiannually on April 15 and October 15 in each year. -4- Section 2.08. The Borrower shall repay the principal amount of the Loan in accordance with the amortization schedule set forth in Schedule 1 to this Agreement. Section 2.09. Unless the Borrower and the Bank shall other- wise agree: (a) If a Sub-loan or any part thereof shall be repaid to SOFISEDIT on behalf of SAPCO in advance of maturity or if a Sub-loan or any part thereof shall be sold, transferred, assigned or otherwise disposed of for value by SOFISEDIT on behalf of SAPCO, the Borrower shall promptly notify the Bank and shall repay to the Bank on the next following interest payment date, together with the premiums specified in Schedule 1 to this Agreement, the amount withdrawn from the Loan Account in respect of such Sub- loan or part thereof and not theretofore repaid to the Bank. (b) Any amount so repaid by the Borrower shall be applied by the Bank to the maturity or maturities of the Loan in amounts corresponding to the outstanding amounts of the maturity or maturities of the Sub-loan so repaid or disposed of. (c) Paragraph (b) of Section 3.05 of the General Conditions shall not apply to any repayment made under paragraph (a) of this Section. ARTICLE III Execution of the Project Other Covenants Section 3.01. The provisions of Article III of, and of Sections 4.02 through 4.12 of, the Intermediate Term Loan Agree- ment are hereby incorporated into this Agreement with the same force and effect as if they were fully set forth herein; provided, however, that: (i) all reference to the First Loan-Agreement and to the First Loan in such Article and Sections or in any one of them shall be deemed to be references to this Loan Agreement and to this Loan, respectively; and (ii) all references to the Loan Agreement, and to the Loan in such Article or Sections or in any one of them shall be deemed to be reference to the Inter- mediate Term Loan Agreement and to the Intermediate Term Loan, respectively. - 5 - Section 3.02. (a) It is the policy of the Bank, in making loans to, or with the guarantee of, its members not to seek, in normal circumstances, special security from the member con- cerned but to ensure that no other external debt shall have priority over its loans in the allocation, realization or distri- bution of foreign exchange held under the control or for the benefit of such member. To that end, if any lien shall be created on any public assets (as hereinafter defined), as security for any external debt, which will or might result in a priority for the benefit of the creditor of such external debt in the allocation, realization or distribution of foreign exchange, such lien shall, unless the Bank shall otherwise agree, ipso facto and at no cost to the Bank, equally and ratably secure the principal of, and interest and other charges on, the Loan, and the Borrower, in creating or permitting the creation of such lien, shall make express provision to that effect; provided, however, that, if for any constitutional or other legal reason such provision cLnnot be made with respect to any lien created on assets of any of its political or administrative subdivisions, the Borrower shall promptly and at no cost to the Bank secure the principal of, and interest and other charges on, the Loan by an equivalent lien on other public assets satisfactory to the Bank. (b) The foregoing undertaking shall not apply to: (i) any lien created on property, at the time of purchase thereof, solely as security for payment of the purchase price of such property; and (ii) any lien arising in the ordinary course of banking transactions and securing a debt maturing not more than one year after its date. (c) As used in this Section, the term "public assets" means assets of the Borrower, of any political or administrative subdivision thereof and of any entity owned or controlled by, or operating for the account or benefit of, the Borrower or any such subdivision, including gold and other foreign exchange assets held by any institution performing the functions of a central bank or exchange stabilization fund, or similar functions, for the Borrower. ARTICLE IV Remedies of the Bank Section 4.01. For the purposes of Section 6.02 of the General Conditions, the following additional event is specified pursuant -6- to paragraph (k) thereof, namely, that a default shall have occurred under the Intermediate Term Loan Agreement other than in respect of the payment of the principal, or interest, or any other payment, required thereunder. Section 4.02. For the purposes of Section 7.01 of the General Conditions, the following additional event is specified pursuant to paragraph (h) thereof, namely, that the event specified in Section 4.01 of this Agreement shall occur and shall continue for a period of 60 days after notice thereof shall have been given by the Bank to the Borrower and to SAPCO. ARTICLE V Effective Date*; Termination Section 5.01. The following event is specified as an addi- tional condition to the effectiveness of the Loan Agreement within the meaning of Section 12.01 (c) of the General Conditions, namely, that all conditions precedent to the effectiveness of the Intermediate Term Loan Agreement have been fulfilled subject only to the effectiveness of this Agreement. Section 5.02. The date October 5, 1977, is hereby specified for the purposes of Section 12.04 of the General Conditions. ARTICLE VI Representative of the Borrower; Addresses Section 6.01. The Minister responsible for Finance of the Borrower is designated as representative 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: Ministere de l'Economie et des Finances Rue Charles Laine B. P. 4017 Dakar Senegal * The Loan was declared effective January 5, 1978. Conditions to the effectiveness of the amendments are set forth in the Amending Letter dated 111 J , 1980. -7- Cable address: Telex: MINFINANCES 512 Dakar TRESOR SG For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington; D.C. 20433 United States of America Cable address: Telex: INTBAFRAD 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agreement to be signed in their respective names in the District of Cciumbia, United States of America, as of the day and year first above written. REPUBLIC OF SENEGAL By Is/ Andre Cou.bary Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By Is! Roger Chaufournier Regional Vice President Western Africa -8- SCHEDULE 1 Amortization Schedule Payment of Principal Date Payment Due (expressed in dollars)* On each April 15 and October 15 beginning April 15, 1982 through October 15, 1996 180,000 On April 15, 1997 200,000 * To the extent that any portion of the Loan is repayable in a currency other than dollars (see General Conditions, Section 4.02), the figures in this column represent dollar equivalents determined as for purposes of withdrawal. -9- Premiums on Prepayment The following percentages are specified as the premiums payable on repayment in advance of maturity of any portion of the principal amount of the Loan pursuant to Section 3.05 (b) of the General Conditions: Time of Prepayment Premium Not more than three years before maturity 1.25% More than three years but not more than six years before maturity 2.45% More than six years but not more than eleven years before maturity 4.50% More than eleven years but not more than sixteen years before maturity 6.55% More than sixte3n years but not more than eighteen years before maturity 7.40% More than eighteen years before maturity 8.20% LOAN NUMBER 1412-T-SE OFFIC (AMENDED) DOCUME," Loan Agreement (Petite C8te Tourism Project) between REPUBLIC OF SENEGAL and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated June 7, 1977 As Amended to , 1980 LOAN NUMBER 1412-T-SE (Amended) LOAN AGREEMENT AGREEMENT, dated June 7, 1977, between REPUBLIC OF SENEGAL (hereinafter called the Borrower) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank). WHEREAS (A) by an agreement (hereinafter called the First Loan Agreement) of even date herewith between the Borrower and the Bank, the Bank is agreeing to assist in the firancing of the foreign exchange cost of the Project described in Schedule 2 to this Agreement by making a loan (hereinafter called the First Loan) in an amount in various currencies equivalent to five million six hundred thousand dollars ($5,600,000); (B) the Borrower has also requested the Bank to provide additional financial assistance towards the financing of the foreign exchange cost of the Project by making the present Loan (hereinafter called the Loan) as hereinafter provided; (C) the Bank has determined that the Borrower is eligible to receive the Loan as an intermediate term loan, as that term is defined in Resolution No. 75-111 of the Executive Directors of the Bank establishing an Interest Subsidy Fund for the Third Window (hereinafter called -he Fund) and upon the terms and conditions set forth in such Resolution; (D) the Administrator of the Fund (hereinafter called the Administrator), subject to the terms and conditions set forth in the Resolution referred to in (C) above, is obligated to pay to the Bank semi-annually from the resources of the Fund an amount equal to four per cent (4%) per annum of the outstanding amounts of principal on intermediate term loans, of which the Loan is one; (E) the Borrower and the Bank intend that the proceeds of the First Loan and of this Loan be disbursed pro rata on the basis of a 4:6 ratio; (F) Parts J and K (ii) and (iii) of the Project will be carried out by the Borrower through BAMH and SET, respectively (as those terms are hereinafter defined) and Parts C (i) and (ii) of the Project will be carried out by the Borrower; (G) Parts A, B, D, E, G, H, K (i) and L of the Project will be carried out by SAPCO (as this term is hereinafter defined), with the Borrower's assistance and, as part of such - 2 - assistance, the Borrower will make available to SAPCO, a portion of the proceeds of the Loan and of the First Loan as hereinafter provided; (H) Part F of the Project will be carried out by SAPCO in cooperation with SOFISEDIT (as this term is hereinafter defined); (I) the Bank is willing to make a portion of the Loan and of the First Loan available upon the terms and conditions set forth hereinafter and in the Project Agreement dated Ma4 Q 1980 between the Bank, party of the first part, and SdCO and SOFISEDIT, parties of the second part; WHEREAS the Bank has agreed, on the basis inter alia of the foregoing, to make the Loan and the First Loan to the Borrower upon the terms and conditions hereinafter set forth; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I General Conditions; Definitions Section 1.01. The parties to this Agreement accept all the provisions of the General Conditions Applicable to Loan and Guarantee Agreements of the Bank, dated March 15, 1974, with the same force and effect as if they were fully set forth herein (said General Conditions Applicable to Loan and Guarantee Agreements of the Bank being hereinafter called the General Conditions). Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions, in the Preamble to this Agreement and in the Project Agreement have the respective meanings therein set forth and the following additional terms have the following meanings: (a) "Project Agreement" means the agreement between the Bank, on the one hand, and SAPCO and SOFISEDIT on the other hand, dated M j , 1980, as the same may be amended from time to time, 'and such term includes all schedules to the Project Agreement and all agreements supplemental to the Project Agreement; (b) "SAPCO Subsidiary Loan Agreement" means the agreement entered into on October 12, 1977 and to be reentered into between the Borrower and SAPCO pursuant to paragraph (b) of Section 3.02 - 3 - of this Agreement, as the same may be amended from time to time, and such term includes all schedules to the SAPCO Subsidiary Loan Agreement; (c) (deleted); (d) "CFAF" means the currency of the Borrower; (e) "SONEES" means Societe Nationale d'Exploitation des Eaux du S6n6gal, a soci6te anonyme established and operating under the laws and regulations of the Borrower pursuant to its Statuts dated May 26, 1973; (f) "OPT" means Office des Postes et Telecommunications du S6n6gal established and operating under the laws and regulations of the Borrower pursuant to the Borrower's Ordonnance No. 66-22 MIT of October 3, 1960, Decree No. 67-327 of December 1, 1967, Law No. 72-48 of June 12, 1972, and Decree No. 72-842 of July 13, 1972; (g) "SAPCO" means "Societe d'Amenagement de la Petite C8te," a societe anonyme established and operating under the laws of the Borrower pursuant to its Statuts approved on November 6, 1975; (h) "Interministerial Investment Committee" means the com- mittee established pursuant to the Borrower's Decree No. 72-869 dated July 13, 1972; (i) "BAMH" means the Bureau d'Architecture des Monuments Historiques, a department established with the Borrower's Ministry responsible for urbanisme, habitat and environnement; (j) "SET" means the Borrower's Secretariat d'Etat au Tourisme; (k) "EAPU" means the Economic Analysis and Planning Unit established within the Directorate of Planning and Studies (Direc-- tion des Etudes et de la Planification) of SET as provided in Section 4.02 of the Loan Agreement; (1) "Project Area" means the area where Parts A through H of the Project are to be carried out on the site of Sali, the development of which is regulated by the Decree referred to in paragraph (i) of Section 6.01 of this Agreement; -4- (m) "Convention Generale" means the agreement referred to in paragraph (c) of Section 6.01 of the Loan Agreement; (n) "Protocols" means the protocols referred to in para- graph (d) of Section 6.01 of the Loan Agreement; (o) "Plan d'Amenagement" means the schema directeur d'amenagement de la Petite C8te approved, pursuant to the Borrower's Decree No. 76-840 of July 24, 1976, and the plan d'am6nagement approved pursuant to the Borrower's Decree referred to in paragraph (i) of Section 6.01 of this Agreement; (p) "Cahiers des Charges" means the terms and conditions referred to in paragraph (f) of Section 6.01 of this Loan Agreement under which SAPCO will make land in the Project Area available to Investors and developers making Tourism Investments; (q) "SENELEC" means the Societe S6n6galaise de Distribution d'Energie Electrique, a societe d'&conomie mixte established and operating pursuant to the Borrower's laws and regulations; (r) "Petite C8te" means the area referred to in Article One of the Borrower's Decree No. 76-84C of July 24, 1976; (s) "Statuts" means the articles of incorporation of SAPCO adopted on November 6, 1975, as the same may be amended from time to time; (t) "Tourism Investments" means investments made or to be made by developers in hotels, vacation villages and other recrea- tional facilities in the Project Area; (u) "SOFISEDIT" means Societe Financiere Sen6galaise pour le D6veloppement de l'Industrie et du Tourisme, a banking institution established and operating under the laws of the Borrower and SOFISEDIT Statutes; and (v) "Sub-loan", "Investor", "Hotel Construction Project", "SOFISEDIT Statutes", "Statement of Policy", "General Lending Conditions" and "Subsidiary" have the respective meanings set forth in the Project Agreement between the Bank on the one hand, and SAPCO and SOFISEDIT on the other hand. ARTICLE II The Loan Section 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions in the Loan Agreement set forth or referred - 5 - to, an amount in various currencies equivalent to eight million dollars ($8,000,000). Section 2.02. (a) The amount of the Loan may be withdrawn from the Loan Account in accordance with the provisions of Sched- ule 1 to this Agreement, as such Schedule may be amended from time to time by agreement between the Borrower and the Bank, for expenditures made (or, if the Bank shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Project and to be financed out of the proceeds of the Loan and in respect of interest and other charges on the Loan; provided, however, that no withdrawal shall be made in respect of a Sub-loan unless the Sub-loan shall have been approved by the Bank. (b) On each of the semi-annual interest payment dates specified in Section 2.07 of this Agreement, the Bank shall, on behalf of the Borrower, withdraw from the Loan Account and pay to itself such amounts as the Borrower shall be required to pay to the Bank on such date pursuant to Section 2.06 of this Agreement on account of interest and other charges on the Loan accrued and payable on the date set forth, and up to the amount allocated, in Schedule 1 to this Agreement, as such Schedule may be amended from time to time by agreement between the Borrower and the Bank. (c) Except as the Borrower and the Bank shall otherwise agree, no withdrawals shall be made on account of expenditures made by an Investor in respect of a Sub-loan, if such expenditures shall have been made before M a, 11 , 1980 or more than ninety days prior to the date on which the Bank shall have received in respect of such Sub-loan the application and informa- tion required by paragraph III (d) of the Schedule to the Project Agreement. Section 2.03. Except as the Bank shall otherwise agree, contracts for the purchase of goods or for civil works to be financed out of the proceeds of the Loan and of the First Loan, shall be procured in accordance with the provisions of Schedule 4 to this Loan Agreement. Section 2.04. The Closing Date shall be June 30, 1985, or such later date as the Bank shall establish. The Bank shall promptly notify the Borrower of such later date. Section 2.05. The Borrower shall pay to the Bank a commit- ment charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal amount of the Loan not withdrawn from time to time. - 6 - Section 2.06. The Borrower shall pay interest at the rate of four and two-tenths per cent (4.20%) per annum on the principal amount of the Loan withdrawn and outstandiag from time to time; provided, however, that if the Administrator shall at any time determine that the resources of the Fund shall not be sufficient to pay to the Bank at the next succeeding semi-annual interest payment date of the Loan the amount scheduled to be paid by the Administrator at that interest payment date as specified in paragraph (D) of the Preamble to this Agreement, the Borrower shall, upon notification by the Administrator of such determina- tion and the amount of the resulting shortfall, pay additional interest on such principal amount of the Loan equal to such shortfall. Section 2.07. Interest and other charges shall be payable semi-annually on January 15 and July 15 in each year. Section 2.08. The Borrower shall repay the principal amount of the Loan in accordance with the amortization schedule set forth in Schedule 3 to this Agreement. Section 2.09. Unless the Borrower and the Bank shall other- wise agree: (a) If a Sub-loan or any part thereof shall be repaid to SOFISEDIT on behalf of SAPCO in advance of maturity or if a Sub-loan or any part thereof shall be sold, transferred, assigned or otherwise disposed of for value by SOFISEDIT on behalf of SAPCO, the Borrower shall promptly notify the Bank and shall repay to the Bank on the next following interest payment date, together with the premiums specified in Schedule 3 to this Agreement, the amount withdrawn from the Loan Account in respect of such Sub-loan or part thereof and not theretofore repaid to the Bank. (b) Any amount so repaid by the Borrower shall be applied by the Bank to the maturity or maturities of the Loan in amounts corresponding to the outstanding amounts of the maturity or maturities of the Sub-loan so repaid or disposed of. (c) Paragraph (b) of Section 3.05 of the General Conditions shall not apply to any repayment made under paragraph (a) of this Section. - 7 - ARTICLE III Execution of the Project Section 3.01. (a) The Borrower shall carry out Parts J and K (ii) and (iii) of the Project through its BAMH and SET, respec- tively, and Part C (i) and (ii), with due diligence and efficiency and in conformity with appropriate engineering, financial, tourism and administrative practices, and shall provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for the purpose. (b) Without any limitation or restriction upon any of its other obligations under the Loan Agreement, the Borrower shall cause SAPCO and SOFISEDIT to perform in accordance with the provisions of the Project Agreement all their respective obliga- tions therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable SAPCO and SOFISEDIT to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. (c) Without limitation or restriction to the generality of the provision of paragraph (a) of Section 3.01 of this Agree- ment, the Borrower undertakes: (i) to submit to the Bank by December 31, 1980, or such other date as the Bank may agree, pro- posed terms of reference for the study to be carried out under Part K (iii) of the Project; and (ii) to complete and to submit to the Bank by June 30, 1982, or such other date as the Bank may agree, the study to be carried out under Part K (iii) of the Project together with a proposed plan of action to implement the recommendations of the said study, thereafter to exchange views on such study and on such plan of action with the Bank by Sep- tember 30, 1982, or such other date as the Bank may agree and thereafter to implement said plan of action with such modifica- tions as the Bank may reasonably request and to provide, promptly as needed, the funds, facilities, services and other resources required for the purpose. Section 3.02. (a) The Borrower shall relend, and lend, under a subsidiary loan agreement to be reentered into between the Borrower and SAPCO under terms and conditions which shall have been approved by the Bank, to SAPCO: (i) the portion of the pro- ceeds of the Loan and of the First Loan required for the carrying - 8 - out of Parts A, B, D, E, F (ii), G, H, K (i) and L of the Project and allocated from time to time to Categories (1), (2), (3) and (7 (a)) of the Table of Allocation of the Proceeds of the Loan and of the First Loan set forth in paragraph 1 of Schedule 1 to this Agreement, as such Schedule may be modified from time to time by agreement between the Bank and the Borrower; (ii) an amount of at least CFAF eight hundred fifty million equivalent in the form of a subordinated loan made and to be made available in an amount of not less than CFAF seventy-five million before October 31, 1977, CFAF two hundred twelve million and five hundred thousand before October 31, 1979, CFAF two hundred sixty-two million and five hundred thousand before October 31, 1980, and in an amount of CFAF three hundred million before October 31, 1981; and (iii) such additional amounts as may be required to meet the expenditures required for the carrying out of Parts A, B, D, E, F (i), G, H, K (i) and L of the Project. (b) Without limitation or restriction to the provisions of paragraph (a) of Section 3.02 of this Agreement, the portion of the proceeds of the Loan and of the First Loan to be made avail- able to SAPCO, pursuant to the provisions of paragraph (a) of this Section shall be relent for a term of twenty (20) years including seven and one-half (7-1/2) years of grace, at an annual rate of interest of eight and two-tenths per cent (8-20%) on the principal amount withdrawn and outstanding from time to time. (c) The Borrower shall exercise its rights under the SAPCO Subsidiary Loan Agreement, in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan and of the First Loan, and except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the SAPCO Subsidiary Loan Agreement or any provision thereof. Section 3.03. (a) The Borrower undertakes that adequate provision.shall be made for the insurance of the imported goods to be financed out of the proceeds of the Loan and of the First Loan against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and that for such insurance any indemnity shall be payable in a currency freely usable by the Borrower or SAPCO, as the case shall require, to replace or repair such goods. (b) Except as the Bank shall otherwise agree, the Borrower shall cause all goods and services financed out of the proceeds - 9 - of the Loan and of the First Loan to be used exclusively for the Project. Section 3.04. (a) The Borrower shall furnish to the Bank, promptly upon their preparation, the plans, specifications, reports, contract documents and construction and procurement schedules for Parts C (i) and (ii), J and K (ii) and (iii) of the Project, and any material modifications thereof or additions thereto, in such detail as the Bank shall reasonably request. (b) The Borrower: (i) shall maintain records adequate to record the progress of Parts C (i) and (ii), J and K (ii) and (iii) of the Project (including the cost thereof) and to identify the goods and services financed out of the proceeds of the Loan and of the First Loan, and to disclose the use thereof in Parts C (i) and (ii), J and K (ii) and (iii) of the Project; (ii) shall enable the Bank's accredited representatives to visit the facili- ties and construction sites included in Parts C (i) and (ii), J and K (ii) and (iii) of the Project and to examine the goods financed out of the proceeds of the Loan and of the First Loan and any relevant records and documents; and (iii) shall furnish to the Bank all such information as the Bank shall reasonably request concerning Parts C (i) and (ii), J and K (ii) and (iii) of the Project, the expenditure of the proceeds of the Loan and of the First Loan and the goods and services financed out of such pro- ceeds. Section 3.05. The Borrower shall take or cause to be taken all such action as shall be necessary to acquire as and when needed all such land and rights in respect of land as shall be required for the construction (and operation) of the facilities included in the Project and shall furnish to the Bank, promptly after such acquisition, evidence satisfactory to the Bank that such land and rights in respect of land are available for purposes related to the Project. Section 3.06. In order to assist SET in the carrying out of Part K (iii) of the Project, the Borrower shall employ not later than December 31, 1980, or such other date as the Bank may agree, consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Bank. Section 3.07. The Borrower shall promptly take all such measures as may be required to: (a) complete by October 31, 1977, the registration in its own name of the land referred to in - 10 - paragraph (h) of Section 6.01 of the Loan Agreement; (b) lease such land to SAPCO, by December 31, 1977, under a long-term lease (bail emphyt6otique) on terms and conditions satisfactory to the Bank, specifically including, inter alia, the right for SAPCO to assign such lease in whole or in part to Investors and developers making Tourism Investments. The Borrower shall not amend, abrogate or waive such lease or any of the terms thereof without the prior approval of the Bank; and (c) after December 31, 1977, cause SAPCO to make such assignment on terms and conditions satisfactory to the Borrower and the Bank including, inter alia, those provided for in Section 3.03 of the Project Agreement, as well as the right for such Investors or developers to carry out the Hotel Construc- tion Projects and Tourism Investments as shall have been approved by the Borrower and SAPCO on land so made available to them. ARTICLE IV Other Covenants Section 4.01. (a) It is the policy of the Bank, in making loans to, or with the guarantee of, its members not to seek, in normal circumstances, special security from the member concerned but to ensure that no other external debt shall have priority over its loans in the allocation, realization or distribution of foreign exchange held under the control or for the benefit of such member. To that end, if any lien shall be created on any public assets (as hereinafter defined), as security for any external debt, which will or might result in a priority for the benefit of the creditor of such external debt in the allocation, realization or distribution of foreign exchange, such lien shall, unless the Bank shall otherwise agree, ipso facto and at no cost to the Bank, equally and ratably secure the principal of, and interest and other charges on, the Loan, and the Borrower, in creating or permitting the creation of such lien, shall make express provision to that effect; provided, however, that, if for any constitutional or other legal reason such provision cannot be made with respect to any lien created on assets of any of its policial or adminis- trative subdivisions, the Borrower shall promptly and at no cost to the Bank secure the principal of, and interest and other charges on, the Loan by an equivalent lien on other public assets satisfactory to the Bank. (b) The foregoing undertaking shall not apply to: (i) any lien created on property, at the time of purchase thereof, solely as security for payment of the purchase price of such - 11 - property; and (ii) any lien arising in the ordinary course of banking transactions and securing a debt maturing not more than one year after its date. (c) As used in this Section, the term "public assets" means assets of the Borrower, of any political or administrative subdivision thereof and of any entity owned or controlled by, or operating for the account or benefit of, the Borrower or any such subdivision, including golO and other foreign exchange assets held by any institution performing the functions of a central bank or exchange stabilization fund, or similar functions, fnr the Bor- rower. Section 4.02. (a) The Borrower shall maintain at all :imes SET and BAMH adequately staffed with qualified and competent personnel in adequate numbers, including without limitation, a tourism planning expert and a financial analyst whose qualifica- tions and experience shall be satisfactory to the Bank. (b) Without limitation to the generality of the provisions of paragraph (a) of Section 4.02 of this Agreement, the Borrower shall by March 31, 1979, establish and thereafter maintain within the Department of Planning and Studies (Direction des Etudes et de la Planification) of SET and Economic Analysis and Planning Unit (EAPU) with such functions, powers and responsibilities as shall be acceptable to the Bank (including inter alia, economic analyses of proposed Hotel Construction Projects), and staffed with qualified and competent personnel in adequate numbers, including, inter alios, an adviser in tourism promotion, a financial analyst and an architect, under the supervision of a competent and experi- enced economist, and shall provide at all times promptly as needed, SET, including without limitation EAPU, with the funds, facilities, services and other resources required for the purpose and for their efficient operation. (c) Before making any new appointment to the position of adviser in tourism promotion, financial analyst or architect within, and of chief of, EAPU, the Borrower shall inform the Bank of the names, qualifications and experience of the person or persons considered for such appointment and shall afford the Bank a reasonable opportunity to exchange views with the Borrower on the qualifications and experience of such person or persons. (d) Starting on January 1, 1980, or such other date as the Bank may agree, the Borrower shall by January 1 of each - 12 - year, exchange views with the Bank on the work program of EAPU for such year, on the staffing requirements of EAPU, and on the Borrower's plans to meet such staffing requirements of EAPU. Section 4.03. Before making any modifications in the organi- zational structure of SAPCO, the Borrower shall submit the pro- posed modifications to the Bank and shall afford the Bank a reas-nable opportunity to exchange views with the Borrower and SAPCO on such proposed modifications. Section 4.04. Except as the Bank shall otherwise agree, the Borrower undertakes to pay, or cause to be paid, to SAPCO the unpaid portion of SAPCO's capital in an amount of not less than CFAF eighty-seven million five hundred thousand, by Octo- ber 31, in each of the years 1977 through 1979, including the year 1979. Section 4.05. Subject to its obligations under international agreements on air transport and to the extent needed by full scale tourist operations in the Sali region, the Borrower shall take all necessary or appropriate action within its powers: (a) by Decem- ber 31, 1980, or such other date as the Bank may agree, to permit foreign charter airline carriers to provide charter airline services to the Dakar International Airport, and to supplement airline charter operations of airlines operating in Senegal; and (b) thereafter to ensure that charter airlines services are maintained or increased in order to meet the above purposes. Section 4.06. The Borrower shall maintain or cause to be maintained records adequate to reflect in accordance with consis- tently maintained appropriate accounting practices, the opera- tions, resources and expenditures, in respect of the Project, of the departments or agencies of the Borrower responsible for carrying out any part of the Project. Section 4.07. Except as the Bank shall otherwise agree, the Borrower shall not sell, assign, transfer or otherwise dispose of, or permit any such disposal of, any shares of the capital stock of SAPCO so as to reduce the Borrower's shareholder interest in SAPCO below 51% of SAPCO's subscribed capital. Section 4.08. The Borrower shall ensure that SAPCO be oper- ated at all times in accordance with appropriate administrative and financial principles and practices under qualified and experi- enced management and staff. - 13 - Section 4.09. When making any new appointment to the position of Directeur General of SAPCO, the Borrower shall, inform the Bank of the names, qualifications and experience of the person or persons considered for such appointment before proceeding with such appointment; the Bank shall be afforded a reasonable oppor- tunity to exchange views with the Borrower and SAPCO on the qualifications and experience of such person or persons. Section 4.10. Without limitation to the generality of the provisions of paragraph (b) of Section 3.01 of this Agreement, the Borrower shall: (a) take all such action as may be required to enable and cause SAPCO, SONEES, SENELEC and OPT, respectively, to manage, operate, maintain, renew and repair the facilities, for which they are respectively responsible, constructed under the Project, all in accordance with appropriate tourism, business, financial, administrative and engineering practices; and (b) provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for the purpose. Section 4.11. Except as the Borrower and the Bank may other- wise agree: (a) the Borrower shall cause the Interministerial Investment Committee to approve investments in new tourism facilities on the Petite C6te (other than in the Project Area) only after facili- ties to accommodate not less than 2,500 guest beds are constructed and available to tourists in the Project Area; and (b) with respect to investments in tourism facilities, such as hotels, vacation villages and other recreational facili- ties, proposed to be made on the Borrower's territory (other than in the Project Area), the Borrower shall ensure that: (i) such investments are (A) approved only if, to the satisfaction of the Borrower and the Bank, they do not materially and adversely affect the financial and economic viability of the facilities constructed under the Project, and (B) provided with the benefits specified in the Borrower's Law No. 78-20 dated January 29, 1978 only if recom- mended by EAPU as being economically, financially and technically viable; and (ii) incentives granted to developers of such invest- ments (including, inter alia, the terms and condi- tions of sale or long-term leases of land) are not - 14 - more favorable than those incentives granted to Investors and developers of Tourism Investments. ARTICLE V Remedies of the Bank Section 5.01. For the purposes of Section 6.02 of the General Conditions, the following additional events are specified pursuant to paragraph (k) thereof: (a) SAPCO or SOFISEDIT shall have failed to perform any of the respective covenents, agreements or obligations of SAPCO and SOFISEDIT under the Project Agreement; (b) SAPCO shall have failed to perform any of the covenants, agreements or obligations of SAPCO under the SAPCO Subsidiary Loan Agreement; (c) an extraordinary situation shall have arisen which shall make it improbable that SAPCO or SOFISEDIT will be able to perform any of its respective obligations under the Project Agreement; (d) an extraordinary situation shall have arisen which shall make it improbable that SAPCO will be able to perform any of its obligations under the SAPCO Subsidiary Loan Agreement; (e) any of the parties to the Convention Generale or to any of the Protocols shall have failed to perform any of its respective covenants, agreements or obligations under the Conven- tion Generale or the Protocols; (f) the Convention Generale, any of the Protocols, the Cahiers des Charges or the Plan d'Amenagement or any provision thereof has been amended, abrogated or waived without the prior consent of the Bank; (g) Decree No. 73-165 dated February 19, 1973, and Decree No. 76-840 dated July 24, 1976, as well as the Decree referred to in paragraph (i) of Section 6.01 of this Agreement shall have been amended, suspended, abrogated, repealed or waived, without the prior approval of the Bank in such a way so as to materially and adversely affect the ability of the Borrower and of SAPCO to carry out their respective covenants, agreements and obligations set forth in this Agreement and in the Project Agreement; - 15 - (h) the Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablish- ment of SAPCO or of SOFISEDIT or for the suspension of their respective operations; (i) SAPCO shall have become unable to pay its debts as they mature or any action or proceeding shall have been taken by SAPCO or by others whereby any of the assets of SAPCO shall or may be distributed among its creditors; (j) a representation made by SAPCO or SOFISEDIT in or pursuant to the Project Agreement, or any statement furnished in connection therewith, and intended to be relied upon by the Bank in making the Loan, shall have been incorrect in any material respect; and (k) SAPCO Statutes or SOFISEDIT Statutes or any provision thereof shall have been amended without the prior approval of the Bank in such a way so as to materially and adversely affect the ability of SAPCO or of SOFISEDIT to carry out the covenants, agreements and obligations set forth in the Project Agreement. Section 5.02. For the purposes of Section 7.01 of the General Conditions, the following additional events are specified pursuant to paragraph (h) thereof: (a) the events specified in paragraph (a), (b), (e) or (k) of Section 5.01 of this Agreement shall occur and shall continue for a period of 60 days after notice thereof shall have been given by the Bank to the Borrower; and (b) the events specified in paragraphs (f), (g), (h) and (i) of Section 5.01 of this Agreement shall occur. ARTICLE VI Effective Date;* Termination Section 6.01. The following events are specified as addi- tional conditions to the effectiveness of the Loan Agreement within the meaning of Section 12.01 (c) of the General Conditions: (a) the execution of the Project Agreement on behalf of SAPCO and OPT, respectively, has been duly authorized or ratified by all necessary corporate and governmental action; * The Loan was declared effective January 5, 1978. Conditions to the effectiveness of the amendments are set forth in the Amending Letter dated ( 1980. - 16 - (b) the execution of the SAPCO Subsidiary Loan Agreement on behalf of the Borrower and SAPCO, respectively, has been duly authorized or ratified by all necessary corporate and governmental action; (c) the execution and delivery of a Convention G&nerale on behalf of the Borrower and SAPCO, in form and substance satis- factory to the Bank, defining the terms and conditions under which not less than 580 ha of land suitable for the development of sufficient hotels, vacation villages or other recreational activi- ties in the Project Area will be made available to SAPCO have been duly authorized or ratified by all necessary corporate and govern- mental action; (d) the execution and delivery of a protocol on behalf of SAPCO on the one hand, and SONEES, SENELEC and OPT on the other hand, in form and substance satisfactory to the Bank, defining SAPCO's, SONEES', SENELEC's and OPT's responsibilities in the carrying out of the Project, have been duly authorized or ratified by all necessary corporate and governmental action; (e) SAPCO's share capital has been increased to at least CFAF five hundred million under terms and conditions satisfactory to the Bank, and an amount of CFAF two hundred thirty-seven million at least of SAPCO's share capital has been paid in; (f) SAPCO's Board of Directors has adopted a Cahier des Charges in form and substance satisfactory to the Bank setting forth the terms and conditions under which SAPCO shall make avail- able land to developers of Investments in Tourism Facilities and such cahier des charges are in full force and effect; (g) the Borrower has selected a manager for the pilot hotel referred to in Part F of the Project, with qualifications, experience and terms and conditions of employment satisfactory to the Bank; (h) the Borrower has issued and promulgated a Decree satis- factory to the Bank initiating, pursuant to its laws and regula- tions, land registration procedures for at least 580 ha of land belonging presently to its Domaine National in the Project Area, such land to be made available to developers of tourism invest- ment; - 17 - (i) the Borrower has issued and promulgated a Decree satis- factory to the Bank approving the detailed land use plan (Plan d'Amenagement) for the area where the Project is to be carried out; and (j) all conditions precedent to the effectiveness of the First Loan Agreement have been fulfilled subject only to the effectiveness of this Agreement. Section 6.02. The following are specified as additional matters, within the meaning of Section 12.02 (c) of the General Conditions, to be included in the opinion or opinions to be furnished to the Bank: (a) that the Project Agreement has been duly authorized or ratified by SAPCO and OPT, respectively, and is legally binding upon SAPCO and OPT, respectively, in accordance with its terms; (b) that the SAPCO Subsidiary Loan Agreement has been duly authorized or ratified by the Borrower and SAPCO, respectively, and is legally binding upon the Borrower and SAPCO, respectively, in accordance with its terms; (c) that the Convention Generale, each of the Protocols and the Cahiers des Charges have been duly authorized or ratified by each of the parties thereto, and are legally binding upon each one of these parties in accordance with their terms; and (d) all action required under the laws and regulations of the Borrower to increase the share capital of SAPCO as provided in paragraph (e) of Section 6.01 of the Loan Agreement has been taken; such increase of SAPCO's share capital is in full force and effect, and the shareholders of SAPCO are obligated to pay such amounts of the increase of the equity capital of SAPCO as and when SAPCO's Board of Directors shall so request by notice to SAPCO's shareholders. Section 6.03. The date October 5, 1977, is hereby specified for the purposes of Section 12.04 of the General Conditions. - 18 - ARTICLE VII Representative of the Borrower; Addresses Section 7.01. The Minister responsible for Finance of the Borrower is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions. Section 7.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Borrower: Ministere de 1'Economie et des Finances Rue Charles Latne B.P. 4017 Dakar, Senegal Cable address: Telex: MINIFINANCES 512 Dakar TRESOR SG For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INTBAFRAD 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agreement to be signed in their respective names in the District - 19 - of Columbia, United States of America, as of the day and year first above written. REPUBLIC OF SENEGAL By Is/ Andr6 Coulbary Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By Is! Roger Chaufournier Regional Vice President Western Africa - 20 - SCHEDULE 1 Withdrawal of the Proceeds of the Loan and of the First Loan 1. The table below sets forth the Categories of items to be financed out of the proceeds of the Loan and of the First Loan, the allocation of the amounts of the Loan and of the First Loan to each Category and the percentage of expenditures for items so to be financed in each Category: Amount of the Loan and of the First Loan Allocated % of (Expressed in Expenditures Category Dollar Equivalent) to be Financed Sali Resort Area (1) Civil works, 4,500,000 60% equipment and materials under Parts A, B, C, D, E, G and H of the Project (2) Consulting 900,000 100% of foreign services under expenditures Parts A, B, C, D, E, G and H1 of the Project Hotel Construction Projects (3) Sub-loans under 3,500,000 100% of Sub-loan Part F (ii) of disbursements the Project Goree Renovation (4) Civil works 1,000,000 60% under Part J of the Project - 21 - Amount of the Loan and of the First Loan Allocated % of (Expressed in Expenditures Category Dollar Equivalent) to be Financed (5) Equipment and 200,000 100% of foreign materials under expenditures and Part J of the 100% of ex- Project factory cost of locally manufac- tured items, and 75% of local ex- penditures of other locally procured items (6) Consulting ser- 150,000 100% of foreign vices under Part expenditures J of the Project Project Administration, Technical Assistance and Studies (7) Consulting and 100% of foreign professional ser- expenditures vices and fellow- ships (a) under Parts 600,000 K (i) and L of the Proj- ect (b) under Parts 650,000 K (ii) and (iii) of the Project, including equipment - 22 - Amount of the Loan and of the First Loan Allocated % of (Expressed in Expenditures Category Dollar Equivalent) to be Financed (8) (a) Interest and 560,000 Amounts due other charges on the Loan accrued on or before July 15, 1982 (b) Interest and 740,000 Amounts due other charges on the Loan accrued on or before October 15, 1981 (9) Unallocated 800,000 TOTAL 13,600,000 2. For the purposes of this Schedule: (a) the term "foreign expenditures" means expenditures in the currency of any country other than the Borrower and for goods or services supplied from the territory of any country other than the Borrower; provided, however, that if the currency of the Borrower is also that of another country from the territory of which goods or services are supplied, expenditures in such cur- rency for such goods or services shall be deemed to be "foreign expenditures"; and (b) the term "local expenditures" means expenditures in the currency of the Borrower and for goods or services supplied from the territory of the Borrower. 3* The disbursement percentages have been calculated in compli- ance with the policy of the Bank that no proceeds of the Loan and - 23 - of the First Loan shall be disbursed on account of payments for taxes levied by, or in the territory of, the Borrower on goods or services, or on the importation, manufacture, procurement or supply thereof; to that end, if the amount of any such taxes levied on or in respect of any item to be financed out of the proceeds of the Loan and of the First Loan decreases or increases, the Bank may, by notice to the Borrower, increase or decrease the disbursement percentage then applicable to such item as required to be consistent with the aforementioned policy of the Bank. 4. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of payments made: (i) for expenditures prior to the date of this Agree- ment, except that withdrawals, in an aggregate amount not exceeding the equivalent of $300,000, may be made in respect of Categories (2) and (7) (a) and (b) on account of payments made for such expenditures with respect to Parts A through H and Part L of the Project, respectively, before that date but after February 1, 1976; and (ii) for expenditures under Categories (4), (5) and (6) with -espect to Part J (i) and (ii) of the Project until the Borrower has employed an architect- engineer to be responsible within BAMH for the carrying out of said Parts of the Project, whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Bank. 5. Notwithstanding the allocation of an amount of the Loan and of the First Loan or the disbursement percentages set forth in the table in paragraph 1 above, if the Bank has reasonably estimated that the amount of the Loan then allocated to any Category will be insufficient to finance the agreed percentage of all expenditures in that Category, the Bank may, by notice to the Borrower: (i) reallocate to such Category, to the extent required to meet the estimated shortfall, proceeds of the Loan and of the First Loan which are then allocated to another Category and which in the opinion of he Bank are not needed to meet other expenditures; and (ii) if s-ch reallocation cannot fully meet the estimated short- fall, reduce the disbursement percentage then applicable to such expenditures in order that further withdrawals under such Category may continue until all expenditures thereunder shall have been made. - 24 - 6. Except for Category (8), the proceeds of the Loan and of the First Loan shall be disbursed pro rata on the basis of a 6:4 ratio. 7. If the Bank shall have reasonably determined that the pro- curement of any item in any Category is inconsistent with the procedures set forth or referred to in this Agreement, no expendi- tures for such item shall be financed out of the proceeds of the Loan and of the First Loan and the Bank may, without in any way restricting or limiting any other right, power or remedy of the Bank under the Loan Agreement or under the First Loan Agreement, by notice to the Borrower, cancel such amount of the Loan and of the First Loan as, in the Bank's reasonable opinion, represents the amount of such expenditures which would otherwise have been eligible for financing out of the proceeds of the Loan and of the First Loan. - 25 - SCHEDULE 2 Descriptioa of the Project The Project is part of the Borrower's plan to develop the Petite C8te area south of Dakar and consists of the following Parts: SALI RESORT Part A: Roads and Parking Areas Construction of: (i) an access double-surface road of about 3.3 km, linking the Project Area to the existing Dakar- M'Bour highway; (ii) about 2.4 km of asphalted secondary double-surface roads including storm water drainage, linking the hotel plots within the Project Area and the facili- ties to be constructed under the Project with the access road referred to under Part A (i) of the Proje(L; (iii) about 6 km of unpaved roads providing access to boreholes referred to under Part C (i) of the Project and the stabilization ponds to be con- structed under Part C (ii) of the Project as well as circulation within the extension of Sali village; (iv) three parking areas with an aggregate capacity of about 120 cars near the commercial, recreational and sports facilities to be constructed within the Project Area; and (v) pedestrian paths connecting hotel sites with beaches and common facilities. Part B: Landscaping Earthworks, creation of gardens, planting selected species of tropical trees, reforestation of large areas around the Sali resort to provide wind protection and soil stabilization, and construction of a nursery to supply plants and trees on a con- tinuing basis. - 26 - Part C: Water Suply, Sewerage and Solid Waste Disposal Construction of: (i) two boreholes, an elevated water storage tank with a capacity of at least 1,000 m3, water supply trunk and distribution lines within the Project Area and to four nearby villages, fireplugs, and a garden watering system; (ii) a waste-water disposal system in the Project Area and in the extension of the Sali village, com- prising collectors, pumping stations, and a rising main and two stabilization ponds; and (iii) (deleted). Part D: Power Supply and Street Lighting (i) Construction of a 30-kV power transmission line about 5.6 km long linking the M'Bour power supply facilities with the Project Area; an underground distribution system of about 3 km; and four sub- stations serving the hotel sites, the common faci- lities referred to under Part E of the Project and the public lighting system referred to under Part D (ii) of the Project; and an emergency power system. (ii) Supply and installation of a public lighting system for the secondary roads, public areas, and pedes- trian paths. Part E: Common Facilities Construction of commercial, sports, recreational, administra- tive and maintenance facilities. Part F: Hotel Construction For Hotel Construction Projects at Sali resort: (i) equity participation by SAPCO; and (ii) long-term financing of a portion of the foreign exchange c6st. - 27 - Part G: Irrigated Perimeter Creation of an irrigated area of about 20 ha using the effluent of the stabilization ponds referred to under Part C (ii) of the Project, including land preparation, a watering system, fencing and storage facilities. Part H: Telecommunications Facilities Provision and installation of underground telephone and telex cables linking the M'Bour telephone exchange to the Project Area, distribution boxes and underground ducts within the Project Area. M'BOUR TELEPHONE EXCHANGE Part I: (deleted) GOREE RENOVATION Part J: (i) Resurfacing of the Goree system (about 9,000 m2); resto'ation of existing cobblestone path leading from the harbor to the fortress; regrading, repaving and replanting of the principal public squares totalling about 3 ha; installation of street lighting lamps and of underground cables needed for the purposes. (ii) Cleaning of the harbor bottom and construction of a small dock with a capacity to handle about fifteen small boats. (iii) Renewal and refurnishing of the existing facilities of the Relais de l'Espadon; restoration of an adjacent building increasing the existing capacity by about 15 guest rooms; construction of a swimming pool, landscaping, gardening and other necessary %iorks. TECHNICAL ASSISTANCE AND STUDIES Part K: (i) Tourism investment promotion campaign for Sali. - 28 - (ii) Establishment of, and assistance to, an Economic Analysis and Planning Unit (EAPU) within SET including, inter alia, fellowships and the pro- vision of hotel training consultants' services as well as of audio-visual equipment. (iii) A study on tourism marketing for Senegal. (iv) (deleted). (v) (deleted). (vi) (deleted). PROJECT ADMINISTRATION Part L: Strengthening of SAPCO's organizational structure. The Project is expected to be completed by December 31, 1984. - 29 - SCHEDULE 3 Amortization Schedule Payment of Principal Date Payment Due (expressed in dollars)* January 15, 1983 145,000 July 15, 1983 150,000 January 15, 1984 150,000 July 15, 1984 155,000 January 15, 1985 155,000 July 15, 1985 160,000 January 15, 1986 165,000 July 15, 1986 170,000 January 15, 1987 170,000 July 15, 1987 175,000 January 15, 1988 180,000 July 15, 1988 185,000 January 15, 1989 185,000 July 15, 1989 190,000 January 15, 1990 195,000 July 15, 1990 200,000 January 15, 1991 205,000 July 15, 1991 205,000 January 15, 1992 210,000 July 15, 1992 215,000 January 15, 1993 220,000 July 15, 1993 225,000 January 15, 1994 230,000 July 15, 1994 235,000 January 15, 1995 240,000 July 15, 1995 245,000 January 15, 1996 250,000 July 15, 1996 255,000 January 15, 1997 260,000 July 15, 1997 265,000 January 15, 1998 270,000 July 15, 1998 275,000 January 15, 1999 280,000 July 15, 1999 290,000 January 15, 2000 295,000 July 15, 2000 300,000 January 15, 2001 300,000 * To the extent that any portion of the Loan is repayable in a currency other than dollars (see General Conditions, Section 4.02), the figures in this column represent dollar equiva- lents determined as for purposes of withdrawal. - 30 - Premiums on Prepayment The following percentages are specified as the premiums payable on repayment in advance of maturity of any portion of the principal amount of the Loan pursuant to Section 3.05 (b) of the General Conditions: Time of Prepayment Premium Not more than three years before maturity 1.00% More than three years but not more than six years before maturity 2.05% More than six years but not more than eleven years before maturity 3.75% More than eleven years but not more than sixteen years before maturity 5.45% More than sixteen years but not more than twenty years before maturity 6.85% More than twenty years but not more than twenty-two years before maturity 7.50% More than twenty-two years before maturity 8.20% - 31 - SCHEDULE 4 Procurement A. International Competitive Bidding 1. Except as provided in Part B, contracts for the purchase of goods or for civil works shall be procured in accordance with procedures consistent with those set forth in the "Guidelines for Procurement under World Bank Loans and IDA Credits" published by the Bank in August 1975 (hereinafter called the Guidelines), on the basis of international competitive bidding as described in Part A of the Guidelines. 2. Whenever practicable (i) civil works, and (ii) identical or similar items of equipment, respectively, shall be grouped together, to the satisfaction of the Bank, to form economic bid packages for purposes of bidding. In particular, but without limitation to this provision, the following bid packages shall be formed: For purposes of Parts A, B, C, D, E, G and H of the Project (Sali development) (i) earthuorks, roads, streets, pathways and parking areas; (ii) water supply, waste-water disposal, sanitary fields and irrigation systems; (iii) electrical and telecommunication equipment; (iv) electrical and telecommunication installation; (v) construction of common facilities; (vi) equipment for the common facilities; and (vii) landscaping and gardening. With respect to Part F (ii) of the Project (Hotel Construction Projects) Contracts for the purchase of goods or for civil works to be financed under the Sub-loans shall be procured in accordance with the provisions of the Project Agreement. - 32 - With respect to Part J of the Project (Goree Renovation) (i) earthworks, streets and storm water drainage; (ii) furnishing and installation of street lighting equipment; (iii) harbor works and equipment; (iv) civil works for the H8tel de l'Espadon; (v) equipment for the H8tel de l'Espadon; and (vi) plantations and green areas. B. Other Procurement Procedures Notwithstanding the provisions of paragraph A.1 above con- tracts for small equipment estimated to cost less than the equiva- lent of $50,000 and for civil works estimated to cost less than the equivalent of $200,000 may be awarded on the basis of local advertising only and following competitive bidding procedures other than those referred to in Part A hereof and to be acceptable to the Bank, provided, however, that the aggregate amount of all contracts to be so awarded shall not exceed the equivalent of $1,000,000. C. Evaluation and Comparison of Bids for Goods; Preference for Domestic Manufacturers 1. For the purpose of evaluation and comparison of bids for the supply of goods except those to be procured in accordance with local procedures: (i) bidders shall be required to state in their bid the c.i.f. (port of entry) price for imported goods, or the ex-factory price for domestically manufactured goods; (ii) customs duties and other import taxes on imported goods, and sales and similar taxes on domestically supplied goods, shall be excluded; and (iii) the cost to the Borrower or SAPCO of inland freight and other expenditures incidental to the delivery of goods to the place of their use or installation shall be included. 2. Goods manufactured in Senegal may be granted a margin of preference in accordance with, and subject to, the following provisions: - 33 - (a) All bidding documents for the procurement of goods shall clearly indicate any preference which will be granted, the infor- mation required to establish the eligibility of a bid for such preference and the following methods and stages that will be followed in the evaluation and comparison of bids. (b) After evaluation, responsive bids will be classified in one of the following three groups: (1) Group A: bids offering goods manufactured in Senegal if the bidder shall have established to the satisfaction of Senegal and the Bank that the manufacturing cost of such goods includes a value added in Senegal equal to at least 20% of the ex-factory bid price of such goods. 1 (2) Group B: all other bids offering goods manufactured in Senegal. (3) Group C: bids offering any other goods. (c) All evaluated bids in each group shall be first compared among themselves, e-.cluding any customs duties and other import taxes on goods to b, imported and any sales or similar taxes on goods to be supplied domestically, to determine the lowest evalu- ated bid of each group. Such lowest evaluated bids shall then be compared with each other, and if, as a result of this comparison, a bid from group A or group B is the lowest, it shall be selected for the award. (d) If, as a result of the comparison under paragraph (c) above, the lowest bid is a bid from group C, all group C bids shall be further compared with the lowest evaluated bid from group A after adding to the c.i.f. bid price of the imported goods offered in each group C bid, for the purpose of this further comparison only, an amount equal to: (i) the amount of customs duties and other import taxes which a non-exempt importer would have to pay for the importation of the goods offered in such group C bid; or (ii) 15% of the c.i.f. bid price of such goods if said customs duties and taxes exceed 15% of such price. If the group A bid in such further comparison is the lowest, it shall be selected for the award; if not, the bid from group C which as a result of the comparison under paragraph (c) is the lowest evaluated bid shall be selected. -34- D. Review of Procurement Decisions by the Bank 1. Review of prequalification. The Borrower or SAPCO, as appro- priate, shall, before qualification is invited, inform the Bank in detail of the procedure to be followed, and shall introduce such modifications in said procedure as the Bank shall reasonably request. The list of prequalified bidders, together with a state- ment of their qualifications and of the reasons for the exclusion of any applicant for prequalification shall be furnished by the Borrower or SAPCO, as appropriate, to the Bank for its comments before the applicants are notified of the Borrower's or SAPCO's decision, and the Borrower or SAPCO, as appropriate, shall make such additions to, deletions from, or modifications in, the said list as the Bank shall reasonably request. 2. Review of invitations to bid and of proposed awards and final contracts: With respect to all contracts for civil works or equipment estimated to cost the equivalent of $20,000 or more: (a) Before bids are invited, the Borrower or SAPCO, as appropriate, shall furnish to the Bank, for its comments, the text of the invitations to bid and the specifications and other bidding documents, together with a description of the advertising pro- cedures to be followed for the bidding, and shall make such modifications in the said documents or procedures as the Bank shall reasonably request. Any further modification to the bidding documents shall require the Bank's concurrence before it is issued to the prospective bidders. (b) After bids have been received and evaluated, the Bor- rower or SAPCO, as appropriate, shall, before a final decision on the award is made, inform the Bank of the name of the bidder to which it intends to award the contract and shall furnish to the Bank, in sufficient time for its review, a detailed report, by the consultants referred to in Section 2.02 (a) of the Project Agree- ment, on the evaluation and comparison of the bids received, together with the recommendations for award of the said consul- tants and such other information as the Bank shall reasonably request. The Bank shall, if it determines that the intended award would be inconsistent with the Guidelines or this Schedule, promptly inform the Borrower or SAPCO, as appropriate, and state the reasons for such determination. - 35 - (c) The terms and conditions of the contract shall not, without the Bank's concurrence, materially differ from those on which bids were asked or prequalification invited. (d) Two conformed copies of the contract shall be furnished to the Bank promptly after its execution and prior to the submis- sion to the Bank of the first application for withdrawal of funds from the Loan Account in respect of such contract. 3. With respect to each contract to be financed out of the proceeds of the Loan and not governed by the prezeding paragraph, the Borrower or SAPCO, as appropriate, shall furnish to the Bank, promptly after its execution and prior to the submission to the Bank of the first application for withdrawal of funds from the Loan Account in respect of such contract, two conformed copies of such contract, together with the analysis of the respective bids, recommendations for award and such other information as the Bank shall reasonably request. The Bank shall, if it determines that the award of the contract was not consistent with the Guidelines or this Schedule, promptly inform the Borrower or SAPCO, as appropriate, and state the reasons for such determination. The World Bank / 1818 H Street, N.W., Washington, D.C. 20433, U.S.A. * Telephone: (202) 477-1234 * Cables: INTBAFRAD Washington, D.C. , 1980 His Excellency The Minister of Economy and Finance Minist&re de l'Economie et des Finances Rue Charles Latne DOE B.P. 4017 Dakar S&negal Re: Loans Nos. 1412-T-SE and 1413-SE (Petite Cfte Tourism Project) Amendments Dear Mr. Minister: We refer to the above-captioned Loan Agreements between the Republic of Senegal (the Borrower) and the International Bank for Reconstruction and Development (the Bank) and the Project Agree- ment between the Bank and Societe d'Am&nagement de la Petite C8te (SAPCO) and Office des Postes et Telecommunications (OPT), all dated June 7, 1977, for the Petite C5te Tourism Project. Following the recent negotiations between us, the Bank hereby agrees to the amendments thereto outlined hereunder in order to reflect: (i) the new scope of the Project as to Parts F and K, Parts C (iii) and I being deleted; (ii) the revised Allocation of the Proceeds of the Loan and of the First Loan set forth in Schedule 1 to the Loan Agreement (Loan No. 1412-T-SE); and (iii) the resulting substitution of the. Project Agreement dated June 7, 1977, by the Project Agreement of even date herewith between the Bank, party of the first part, and SAPCO and Societe Financiere Senegalaise pour le Developpement de l'Industrie et du Tourisme (SOFISEDIT), parties of.the second part. I. Amendments to the Loan Agreement (Loan No. 1412-T-SE) 1. General (a) As a result of the deletion of Part I of the Project which was to be carried out by OPT, all references to OPT except those in Section 4.12 hereby renumbered 4.10, are deleted. (b) All references to DUH and DGT are deemed replaced by BAMH and SET, respectively (as these terms are defined hereunder). (c) Wherever used .in the Loan Agreement, Sali Portudal is to read Sali. -2- 2. Preamble (a) In Recital (F), the first two lines are to read: "Parts J and K (ii) and (iii) of the Project will be carried out by the Borrower through BAMH and SET, respectively"... (b) In Recital (G), the first two lines are to read: "Parts A, B, D, E, G, H, K (i) and.L of the Project will be carried out by SAPCO"... (c) Recital (H) is to read: "Part F of the Project will be carried out by SAPCO in cooperation with SOFISEDIT (as this term is hereinafter defined);" (d) In Recital (I), the last portion is to read: "... and in the Project Agreement dated (as of the date of this letter) between the Bank, party of the first part, and SAPCO and SOFI- - SEDIT, parties of the second part;" 3. Article I, Section 1.02 (a) In (a), the definition of Project Agreement is to refer to the new Project Agreement of even date herewith between the Bank on the one hand, and SAPCO and SOFISEDIT on the other hand. (b) In (b), the definition of SAPCO Subsidiary Loan Agree- ment is to refer to the agreement entered into on October 12, 1977 and to be reentered into between the Borrower and SAPCO pursuant to paragraph (b) of Section 3.02 of the Loan Agreement, as set forth hereunder. (c) In .(c), the definition referring to "SOFISEDIT Subsi- diary Loan Agreement" is deleted. (d) In (i), the definition is to read: "'BAMH' means the Bureau d'Architecture des Monuments Historiques, a department established with the Borrower's Ministry responsible for urbanisme, habitat and environnement;" (e) In (j), the definition is to read: "'SET' means the Borrower's Secretariat d'Etat au Tourisme;" (f) In (p), the end of the definition "Cahiers des Charges" is to read: ..."available to Investors and developers making Tourism Investments;" -3- (g) In (t), the definition is to read: "'Tourism Invest- ments' means investments made or to be made by developers in hotels, vacation villages and other recreational facilities in the Project Area." (h) The following definitions are added: "(u) 'SOFISEDIT' means Societe Financiere S&igalaise pour le D6veloppement de l'Industrie et du Tourisme, a banking insti- tution established and operating under the laws of the Borrower and SOFISEDIT Statutes; and (v) 'Sub-loan', 'Investor', 'Hotel Construction Project', 'SOFISEDIT Statutes', 'Statement of Policy', 'General Lending Conditions' and 'Subsidiary' have the respective meanings set forth in the Project Agreement between the Bank on the one hand, and SAPCO and SOFISEDIT on the other hand." 4. Article II (a) Section 2.02. At the end of paragraph (a), the following is added: "; provided, however, that no withdrawal shall be made in respect of a Sub-loan unless the Sub-loan shall have been approved by the Bank". A paragraph (c) is added to read as fol- lows: "(c) Except as the Borrower and the Bank shall otherwise agree, no withdrawals shall be made on account of expenditures made by an Investor in respect of a Sub-loan, if such expenditures shall have been made before "a" 1f , 1980 or more than ninety days prior to the date on which the Bank shall have re- ceived in respect of such Sub-loan the application and information required by paragraph III (d) of the Schedule to the Project Agreement." (b) Section 2.04. The Closing Date is postponed to read: "June 30, 1985". (c) Section 2.09 is added to read as follows: "Section 2.09. Unless the Borrower and the Bank shall other- wise agree: (a) If a Sub-loan or any part thereof shall be repaid to SOFISEDIT on behalf of SAPCO in advance of maturity or if a -4- Sub-loan or any part thereof shall be sold, transferred, assigned or otherwise disposed of for value by SOFISEDIT on behalf of SAPCO, the Borrower shall promptly notify the Bank and shall repay to the Bank on the next following interest payment date, together with the premiums specified in Schedule 3 to this Agreement, the amount withdrawn from the Loan Account in respect of such Sub-loan or part thereof and not theretofore repaid to the Bank. (b) Any amount so repaid by the Borrower shall be applied by the Bank to the maturity or maturities of the Loan in amounts corresponding to the outstanding amounts of the maturity or maturities of the Sub-loan so repaid or disposed of. (c) Paragraph (b) of Section 3.05 of the General Conditions shall not apply to any repayment made under paragraph (a) of this Section." 5. Article III (a) Section 3.01. (i) In paragraph (a), the first two lines are to read: "The Borrower shall carry out Parts J and K (ii) and (iii) of the Project through its BAMH and SET, respectively"... (ii) In paragraph (b), the term OPT is replaced by SOFISEDIT. (iii) In paragraph (c), sub-paragraph (i) is to read: .."the Borrower undertakes: (i) to submit to the Bank by December 31, 1980, or such other date as the Bank may agree, proposed terms of reference for the study to be carried out under part K (iii) of the Project;" and the dates of December 31, 1978 and March 31, 1979 set forth in sub-paragraph (ii) are postponed to read: "June 30, 1982" and "Septem- ber 30, 1982", respectively. (b) Section 3.02. (i) Paragraphs (a) and (b) are amended to read as follows: "Section 3.02. (a) The Borrower shall relend, ,nd lend, under a subsidiary loan agreement to be reentered into between the -5- Borrower and SAPCO under rerms and conditions which shall have been approved by the Bank, to SAPCO: (i) the portion of the pro- ceeds of the Loan and of the First Loan required for the carry- ing out of Parts A, B, D, E, F (ii), G, H, K (i) and L of the Project and allocated from time to time to Categories (1), (2), (3) and (7(a)) of the Table of Allocation of the Proceeds of the Loan and of the First Loan set forth in paragraph 1 of Schedule 1 to this Agreement, as such Schedule may be modified from time to time by agreement between the Bank and the Borrower; (ii) an amount of at least CFAF eight hundred fifty million equivalent in the form of a subordinated loan made and to be made available in an amount of not less than CFAF seventy-five million before October 31, 1977, CFAF two hundred twelve million and five hundred thousand before October 31, 1979, CFAF two hundred sixty-two million and five hundred. thousand before October 31, 1980, and in an amount of CFAF three hundred million before October 31, 1981, and (iii) such additional amounts as may be required to meet the expenditures required for the carrying out of Parts A, B, D, E, F (i), G, H, K (i) and L of the Project. (b) Without limitation or restriction to the provisions of paragraph (a) of Section 3.02 of this Agreement, the portion of the proceeds of the Loan and of the First Loan to be made avail- able to SAPCO, pursuant to the provisions of paragraph (a) of this Section shall be relent for a term of twenty (20) years including seven and one-half (7-1/2) years of grace, at an annual rate of interest of eight and two-tenths per cent (8.20%) on the principal amount withdrawn and outstanding from time to time." (ii) In paragraph (c), the reference to "OPT Subsidiary Loan Agreement" is deleted. (c) Section 3.03. The end of paragraph (a) is to read: ."in a currency freely usable by the Borrower or SAPCO, as the case shall require, to replace or repair such goods." (d) Section 3.04. In paragraphs (a) and (b), "Part K (ii) through (vi) of the Project" is to read: "Part K (ii) and (iii) of the Project". (e) Section 3.06 is amended to read as follows: "Section 3.06. In order to assist SET in the carrying out of Part K (iii) of the Project, the Borrower shall employ not later than December 31, 1980, or such other date as the Bank may agree, -6- consultants whose qualifications, experience and terms and condi- tions of employment shall be satisfactory to the Bank. (f) Section 3.07 is deleted. (g) Section 3.08 is renumbered Section 3.07 and is amended to read as follows: "Section 3.07. The Borrower shall promptly take all such measures as may be required to: (a) complete by October 31, 1977, the registration in its own name of the land referred to in paragraph (h) of Section 6.01 of the Loan Agreement; (b) lease such land to SAPCO, by December 31, 1977, under a long-term lease (bail emphyteotique) on terms and conditions satisfactory to the Bank, specifically including, inter alia, the right for SAPCO to assign such lease in whole or in part to Investors and developers making Tourism Investments. The Borrower shall not amend, abrogate or waive such lease or any of the terms thereof without the prior approval of the Bank; and (c) after December 31, 1977, cause SAPCO to make such assignment on terms and conditions satisfactory to the Borrower and the Bank including inter alia, those provided for in Section 3.03 of the Project Agreement, as well as the right for such Investors or developers to carry out the Hotel Construction Projects and Tourism Investments as shall have been approved by the Borrower and SAPCO on land so made available to them." 6. ARTICLE IV (a) Section 4.02. (i) In paragraph (a), the terms DGT and DUH are re- placed by SET and BAMH respectively, and paragraph (b) is amended to read: "(b) Without limitation to the generality of the provisions of paragraph (a) of Section 4.02 of this Agreement, the Borrower shall by March 31, 1979, establish and thereafter maintain within the Department of Planning and Studies (Direction des Etudes et de la Planification) of SET an Economic Analysis and Planning Unit (EAPU) with such functions, powers and responsibilities as shall be acceptable to the Bank (including inter alia, economic analyses of proposed Hotel Construction Projects), and staffed with quali- fied and competent personnel in adequate numbers, including, inter alios, an adviser in tourism promotion, a financial analyst and an architect, under the supervision of a competent and experienced -7- economist, and shall provide at all times promptly as needed, SET, including without limitation EAPU, with the funds, facilities, services and other resources required for the purpose and for their efficient operation." (ii) In paragraph 'c), the reference to tourism planning expert is replaced by "adviser in tourism promo- tion." (iii) In paragraph (d), the dates of "October 1, 1978" and "October 1 of each year" are amended to read: "January 1, 1980" and "January 1 of each year", respectively. * (iv) Paragraph (e) is deleted. .(b) Section 4.05 is deleted. (c) Section 4.06 is renumbered Section 4.05 and is amended to read: "Section 4.05. Subject to its obligations under international agreements on air transport and to the extent needed by full scale tourist operations in the Sali region, the Borrower shall take all necessary appropriate action within its powers: (a) by Decem- ber 31, 1980 or such other date as the Bank may agree, to permit foreign charter airline carriers to provide charter airline services to the Dakar International Airport, and to supplement airline charter operations of airlines operating in Senegal; and (b) thereafter to ensure that charter airlines services are maintained or increased in order to meet the above purposes." (d) Section 4.07 is deleted and Sections 4.08, 4.09, 4.10 and 4.11 are renumbered Sections 4.06, 4.07, 4.08 and 4.09, respectively. (e) Section 4.12 is renumbered Section 4.10 and is amended to read: "Section 4.10. Without limitation to the generality of the provisions of paragraph (b) of Section 3.01 of this Agreement, the Borrower shall: (a) take all such action as may be required to enable and cause SAPCO, SONEES, SENELEC and OPT, respectively, to manage, operate, maintain, renew and repair the facilities, for which they are respectively responsible, constructed under the -8- Project, all in .accordance with appropriate tourism, business, financial, administrative and engineering practices; and (b) provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for the pur- pose. (f) Sections 4.13, 4.14 'and 4.15 are deleted. (g) A new Section 4.11 is to read as follows: "Section' 4.11. Except as the Borrower and the Bank may otherwise agree: (a) the Borrower shall cause the Interministerial Investment Committee to approve investments in new tourism facilifties on the Petite Cote (other than in the Project Area) only after facili- ties to accommodate not less than 2,500 guest beds are constructed and available to tourists in the Project Area; and (b) with respect to investments in tourism facilities, such as hotels, vacatioa villages and other recreational facilities . proposed to be made on the Borrower's territory (other than in the Project Area), the Borrower shall ensure that: (i) such investments are (A) approved oftly if, to the satisfaction of the Borrower and the Bank, they do not materially and adversely affect the financial and economic viability of the facilities con- structed under the Project, and (B) provided with the benefits ' specified in the Borrower's Law No. 78-20 dated January 29, 1978 only if recommended by EAPU as being economically, financially and tech- nically viable; and (ii) incentives granted to developers of such invest- ments (including, inter alia, the terms 'and condi- tions of sale or long-term leases of land) are Inot more favorable than those incentives granted to Investors and developers of Tourism Investments." 7. Article V (a) Section 5.01. (i) Wherever OPT is specified in paragraphs (a), (c), (i) and (k), SOFISEDIT is substituted therefor. -9- (ii) In paragraphs (b) and (d), the reference to OPT is deleted. (iii) Paragraph (e) is deleted and the following para- graphs are renumbered accordingly. (iv) Paragraph (i), renumbered (h), is to read: "(h) the Borrower or any other authority having juris- diction shall have taken any action for the dissolution or disestablishment of SAPCO or of SOFISEDIT or for the suspen- sion of their respective operations;" (v) In paragraph (j), renumbered (i), the reference to OPT is deleted. (vi) Paragraph (1), renumbered (k), is to read: "(k) SAPCO Statutes or SOFISEDIT Statutes or any provi- sion thereof shall have been amended without the prior approval of the Bank in such a way so as to materially and adversely affect the ability of SAPCO or of SOFISEDIT to carry out the covenants, agreements and obligations set forth in the Project Agreement." (b) Section 5.02. In paragraph (a), the first line is to read: "the events specified in paragraphs (a), (b), (e) or (k)" ... and paragraph (b) is to read: "the events specified in para- graphs (f), (g), (h) and (i) of Section 5.01 of this Agreement shall occur." 8. Schedule 1, Withdrawal of the Proceeds of the Loan and of the First Loan, and Schedule 2, Description of the Project, are revised to read as per Attachments 1 and 2 hereto. 9. Schedule 4, Procurement (a) Part A.2 is amended to read as follows: "2. Whenever practicable (i) civil works, and (ii) identical or similar items of equipment, respectively, shall be grouped together, to the satisfaction of the Bank, to form economic bid packages for purposes of bidding. In particular, but without limitation to this provision, the following bid packages shall be formed: - 10 - For purposes of Parts A, B, C, D, E, G and H of the Project (Sali development) (i) earthworks, roads, streets, pathways and parking areas; (ii) water supply, waste-water disposal, sanitary fields and irrigation systems; (iii) electrical and telecommunication equipment; (iv) electrical and telecommunication installation; (v) construction of common facilities; (vi) equipment for the common facilities; and (vii) landscaping and gardening. With respect to Part F (ii) of the Project (Hotel Construction Projects) Contracts for the purchase of goods or for civil works to be financed under the Sub-loans shall be procured in accordance with the provisions of the Project Agreement. With respect to Part J of the Project (Goree Renovation) (i) earthworks, streets and storm water drainage; (ii) furnishing and installation of street lighting equipment; (iii) harbor works and equipment; (iv) civil works for the H^tel de l'Espadon; (v) equipment for the H8tel de 1'Espadon; and (vi) plantations and green areas." (b) In Part D, all references to OPT are deleted. - 11 - II. Amendments to the Loan Agreement (Loan No. 1413-SE) 1. Preamble (a) In Recital (D), the first two lines are to read: "Parts J and K (ii) and (iii) of the Project will be carried out by the Borrower through BAMH and SET, respectively"... (b) In Recital (E), the first two lines are to read: "Parts A, B, D, E, G, H, K (i) and L of the Project will be carried out by SAPCO"... (c) Recital (F) is to read: "Part F of the Project will be carried out by SAPCO in cooperation with SOFISEDIT (as this term is hereinafter defined);" (d) In Recital (G), the last portion is to read: ..."and in the Project Agreement (as of the date of this letter) between the Bank, party of the first part, and SAPCO and SOFISEDIT, parties of the second part;" 2. Article II (a) Section 2.02. At the end of paragraph (a), the following is added: "; provided, however, that no withdrawal shall be made in respect of a Sub-loan unless the Sub-loan shall have been approved by the Bank." A paragraph (c) is added to read as follows: "(c) Except as the Borrower and the Bank shall other- wise agree, no withdrawal shall be made on account of expendi- tures made by an Investor in respect of a Sub-loan, if such expenditures shall have been made before " a 14 , 1980 or more than ninety days prior to the date on which the Bank shall have received in respect of such Sub-loan the application and information required by paragraph III (d) of the Schedule to the Project Agreement." (b) Section 2.04. The Closing Date is postponed to read: "June 30, 1985." - 12 - (c) Section 2.09 is added to read as follows: "Section 2.09. Unless the Borrower and the Bank shall other- wise agree: (a) If a Sub-loan or any part thereof shall be re- paid to SOFISEDIT on behalf of SAPCO in advance of maturity or if a Sub-loan or any part thereof shall be sold, trans- ferred, assigned or otherwise disposed of for value by SOFISEDIT on behalf of SAPCO, the Borrower shall promptly notify the Bank and shall repay to the Bank on the next following interest payment date, together with the premiums specified in Schedule 1 to this Agreement, the amount with- drawn from the Loan Account in respect of such Sub-loan or part thereof and not theretofore repaid to the Bank. (b) Any amount so repaid by the Borrower shall be applied by the Bank to the maturity or maturities of the Loan in amounts corresponding to the outstanding amounts of the maturity or maturities of the Sub-loan so repaid.or disposed of. (c) Paragraph (b) of Section 3.05 of the General Con- ditions-shall not apply to any repayment made under paragraph (a) of this Section." 3. Article IV At the end of Section 4.02, the words "and OPT" are deleted. III. Effective Date The amendments to the Loan Agreements (Loans Nos. 1412-T-SE and 1413-SE) specified in above Sections I and II shall come into force and effect on the date upon which the Bank dispatches to the Borrower notice of its acceptance of: (a) evidence that the execution and delivery of the Project Agreement on behalf of SAPCO and SOFISEDIT, respectively, have been duly authorized or ratified by all necessary corporate and governmental action; - 13 - (b) evidence that the execution and delivery of the SAPCO Subsidiary Loan-Agreement, to be reentered. pursuant to paragraph (b) of Section 3.02 of the Loan Agreement (Loan No. 1412-T-SE) as amended, on behalf of the Borrower and SAPCO, respectively, have been duly authorized or ratified by all necessary corporate and governmental action; (c) evidence that OPT has waived all its rights and obliga- tions under the Project Agreement dated June 7, 1977; (d) evidence that the Convention Generale has been amended to enable SAPCO to take equity participation in Hotel Construction Projects under Part F (i) of the Project; (e) evidence that the Protocols on behalf of SAPCO on the one hand, and SONEES, SENELEC and OPT on the other hand, have been amended in form and substance satisfactory -to the Bank; and (f) an opinion or opinions satisfactory to the Bank of counsel acceptable to the Bank showing: (i) that the amendments to the Loan Agreements (Loans No. 1412-T-SE and 1413-SE) specified in above Sections I and II of this letter have been duly authorized or ratified by the Borrower and are legally binding *upon the Borrower in accordance with their terms; (ii) that the Project Agreement has been duly authorized or ratified by SAPCO and SOFISEDIT, respectively,. and is legally binding upon SAPCO and SOFISEDIT, respectively, in accordance with its terms; and (iii) that the SAPCO Subsidiary Loan Agreement, reentered pursuant to paragraph (b) of Section 3.02 of the Loan Agreement (Loan No. 1412-T-SE) as amended, has been duly authorized or ratified by the Borrower and SAPCO, respectively, and is legally binding upon the Borrower and SAPCO, respectively, in accordance with its terms. - 14 - Please confirm the agreement of the Republic of Senegal with the foregoing amendments by signing the form of confirmation on the enclosed copy of this letter and returning it to us. Sincerely yours, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By eL Regional Vice President Western Africa CONFIRMED: REPUBLIC OF SENEGAL By: Authorized Representative Date: - 15 - Attachment 1 SCHEDULE 1 Withdrawal of the Proceeds of the Loan and of the First Loan 1. The table below sets forth the Categories of items to be financed out of the proceeds of the Loan and of the First Loan, the allocation of the amounts of the Loan and of the First Loan to each Category and the percentage of expenditures for items so to be financed in each Category: Amount of the Loan and of the First Loan Allocated % of (Expressed in Expenditures Category Dollar Equivalent) to be Financed Sali Resort Area (1) Civil works, 4,500,000 60% equipment and materials under Parts A, B, C, D, E, G and H of the Project (2) Consulting 900,000 100% of foreign services under expenditures Parts A, B, C, D, E, G and H of the Project Hotel Construction Projects (3) Sub-loans under 3,500,000 100% of Sub-loan Part F (ii) of disbursements the Project Goree Renovation (4) Civil works 1,000,000 60% under Part J of the Project - 16 - Attachment 1 Amount of the Loan and of the First Loan Allocated % of (Expressed in Expenditures Category Dollar Equivalent) to be Financed (5) Equipment and 200,000 100% of foreign materials under expenditures and Part J of the 100% of ex- Project factory cost of locally manufac- tured items, and 75% of local ex- penditures of other locally procured items (6) Consulting ser- 150,000 100% of foreign vices under Part expenditures J of the Project Project Administration, Technical Assistance and Studies (7) Consulting and 100% of foreign professional ser- expenditures vices and fellow- ships (a) under Parts 600,000 K (i) and L of the Proj- ect (b) under Parts 650,000 K (ii) and (iii) of the Project, including equipment - 17 - Attachment 1 Amount of the Loan and of the First Loan Allocated % of (Expressed in Expenditures Category Dollar Equivalent) to be Financed (8) (a) Interest and 560,000 Amounts due other charges on the Loan accrued on or before July 15, 1982 (b) Interest and 740,000 Amounts due other charges on the Loan accrued on or before October 15, 1981 (9) Unallocated 800,000 TOTAL 13,600,000 2. For the purposes of this Schedule: (a) the term "foreign expenditures" means expenditures in the currency of any country other than the Borrower and for goods or services supplied from the territory of any country other than the Borrower; provided, however, that if the currency of the Borrower is also that of another country from the territory of which goods or services are supplied, expenditures in such cur- rency for such goods or services shall be deemed to be "foreign expenditures"; and (b) the term "local expenditures" means expenditures in the currency of the Borrower and for goods or services supplied from the territory of the Borrower. 3. The disbursement percentages have been calculated in compli- ance with the policy of the Bank that no proceeds of the Loan and - 18 - Attachment 1 of the First Loan shall be disbursed on account of payments for taxes levied by, or in the territory of, the Borrower on goods or services, or on the importation, manufacture, procurement or supply thereof; to that end, if the amount of any such taxes levied on or in respect of any item to be financed out of the proceeds of the Loan and of the First Loan decreases or increases, the Bank may, by notice to the Borrower, increase or decrease the disbursement percentage then applicable to such item as required to be consistent with the aforementioned policy of the Bank. 4. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of payments made: (i) for expenditures prior to the date of this Agree- ment, except that withdrawals, in an aggregate amount not exceeding the equivalent of $300,000, may be made in respect of Categories (2) and (7) (a) and (b) on account of payments made for such expenditures with respect to Parts A through H and Part L of the Project, respectively, before that date but after February 1, 1976; and (ii) for expenditures under Categories (4), (5) and (6) with respect to Part J (i) and (ii) of the Project until the Borrower has employed an architect- engineer to be responsible within BAMH for the carrying out of said Parts of the Project, whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Bank. 5. Notwithstanding the allocation of an amount of the Loan and of the First Loan or the disbursement percentages set forth in the table in paragraph 1 above, if the Bank has reasonably estimated that the amount of the Loan then allocated to any Category will be insufficient to finance the agreed percentage of all expenditures in that Category, the Bank may, by notice to the Borrower: (i) reallocate to such Category, to the extent required to meet the estimated shortfall, proceeds of the Loan and of the First Loan which are then allocated to another Category and which in the opinion of the Bank are not needed to meet other expenditures; and (ii) if such reallocation cannot fully meet the estimated short- fall, reduce the disbursement percentage then applicable to such expenditures in order that further withdrawals under such Category may continue until all expenditures thereunder shall have been made. - 19 - Attachment 1 6. Except for Category (8), the proceeds of the Loan and of the First Loan shall be disbursed pro rata on the basis of a 6:4 ratio. 7. If the Bank shall have reasonably determined that the pro- curement of any item in any Category is inconsistent with the procedures set forth or referred to in this Agreement, no expendi- tures for such item shall be financed out of the proceeds of the Loan and of the First Loan and the Bank may, without in any way restricting or limiting any other right, power or remedy of the Bank under the Loan Agreement or under the First Loan Agreement, by notice to the Borrower, cancel such amount of the Loan and of the First Loan as, in the Bank's reasonable opinion, represents the amount of such expenditures which would otherwise have been eligible for financing out of the proceeds of the Loan and of the First Loan. - 20 - Attachment 2 SCHEDULE 2 Description of the Project The Project is part of the Borrower's plan to develop the Petite C8te area south of Dakar and consists of the following Parts: SALI RESORT Part A: Roads and Parking Areas Construction of: (i) an access double-surface road of about 3.3 km, linking the Project Area to the existing Dakar- M'Bour highway; (ii) about 2.4 km of asphalted secondary double-surface roads including storm water drainage, linking the hotel plots within the Project Area and the facili- ties to be constructed under the Project with the access road referred to under Part A (i) of the Project; (iii) about 6 km of unpaved roads providing access to boreholes re.ferred to under Part C (i) of the Project and the stabilization ponds to be con- structed under Part C (ii) of the Project as well as circulation within the extension of Sali village; (iv) three parking areas with an aggregate capacity of about 120 cars near the commercial, recreational and s,orts facilities to be constructed within the Project Area; and (v) pedestrian paths connecting hotel sites with beaches and common facilities. Part B: Landscaping Earthworks, creation of gardens, planting selected species of tropical trees, reforestation of large areas around the Sali resort to provide wind protection and soil stabilization, and construction of a nursery to supply plants and trees on a con- tinuing basis. - 21 - Attachment 2 Part C: Water Suply, Sewerage and Solid Waste Disposal Construction of: (i) two boreholes, an elevated water storage tank with a capacity of at least 1,000 m3, water supply trunk and distribution lines within the Project Area and to four nearby villages, fireplugs, and a garden watering system; (ii) a waste-water disposal system in the Project Area and in the extension of the Sali village, com- prising collectors, pumping stations, and a rising main and two stabilization ponds; and (iii) (deleted). Part D: Power Supply and Street Lighting (i) Construction of a 30-kV power transmission line about 5.6 km long linking the M'Bour power supply facilities with the Project Area; an underground distribution system of about 3 km; and four sub- stations serving the hotel sites, the common faci- lities referred to under Part E of the Project and the public lighting system referred to under Part D (ii) of the Project; and an emergency power system. (ii) Supply and installation of a public lighting system for the secondary roads, public areas, and pedes- trian paths. Part Z: Common Facilities Construction of commercial, sports, recreational, administra- tive and maintenance facilities. Part F: Hotel Construction For Hotel Construction Projects at Sali resort: (i) equity participation by SAPCO; and (ii) long-term financing of a portion of th foreign exchange-cost. - 22 - Attachment 2 Part G: Irrigated Perimeter Creation of an irrigated area of about 20 ha using the effluent of the stabilization ponds referred to under Part C (ii) of the Project, including land preparation, a watering system, fencing and storage facilities. Part H: Telecommunications Facilities Provision and installation of underground telephone and telex cables linking the M'Bour telephone exchange to the Project Area, distribution boxes and underground ducts within the Project Area. M'BOUR TELEPHONE EXCHANGE Part I: (deleted) GOREE RENOVATION Part J: (i) Resurfacing of the Goree system (about 9,000 m2); restoration of existing cobblestone path leading from the harbor to the fortress; regrading, repaving and replanting of the principal public squares totalling about 3 ha; installation of street lighting lamps and of underground cables needed for the purposes. (ii) Cleaning of the harbor bottom and construction of a small dock with a capacity to handle about fifteen small boats. (iii) Renewal and refurnishing of the existing facilities of the Relais de l'Espadon; restoration of an adjacent building increasing the existing capacity by about 15 guest rooms; construction of a swimming pool, landscaping, gardening and other necessary works. - 23 - Attachment 2 TECHNICAL ASSISTANCE AND STUDIES Part K: (i) Tourism investment promotion campaign for Sali. (ii) Establishment of, and assistance to, an Economic Analysis and Planning Unit (EAPU) within SET including, inter alia, fellowships and the pro- vision of hotel training consultants' services as well as of audio-visual equipment. (iii) A study on tourism marketing for Senegal. (iv) (deleted). (v) (deleted). (vi) (deleted). PROJECT ADMINISTRATION Part L: Strengthening of SAPCO's organizational structure. The Project is expected to be completed by December 31, 1984.