Project Agreement. Public Disclosure Authorized. LOAN NUMBER 1412-T-SE jcumems J LOAN NUMBER 1413-SE. Public Disclosure Authorized

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1 Public Disclosure Authorized Public Disclosure Authorized r LOAN NUMBER 1412-T-SE jcumems J LOAN NUMBER 1413-SE Project Agreement (Petite C8te Tourism Project) Public Disclosure Authorized between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and SOCIETE D'AMENAGEMENT DE LA PETITE COTE and SOCIETE FINANCIERE SENEGALAISE POUR LE DEVELOPPEMENT DE L' INDUSTRIE ET DU TOURISNE Public Disclosure Authorized Dated, 1980

2 LOAN NUMBER 1412-T-SE LOAN NUMBER 1413-SE PROJECT AGREEMENT AGREEMENT, dated r- : - I Q, 1980, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT, party of the first part (such party hereinafter called the Bank) and SOCIETE D'AMENAGEMENT DE LA PETITE COTE (hereinafter called SAPCO) and SOCIETE FINANCIERE SENEGALAISE POUR LE DEVELOPPEMENT DE L'INDUSTRIEL ET DU TOURISME (hereinafter called SOFISEDIT), parties of the second part. WHEREAS (A) by two Loan Agreements, both dated June 7, 1977, as amended ti, 1980 (hereinafter respectively called the Loan Agreement and the First Loan Agreement), between the Republic of Senegal (hereinafter called the Borrower) and the Bank, the Bank has agreed to make available to the Borrower (i) an amount in various currencies equivalent to eight million dollars ($8,000,000) under the Interest Subsidy Fund for the Third Window established by Resolution No of the Executive Directors of the Bank (hereinafter called the Loan), and (ii) an amount in various currencies equivalent to five million six hundred thousand dollars ($5,600,000) (hereinafter called the First Loan), both on the terms and conc'itions respectively set forth in the Loan Agreement and the First Loan Agreement, as amended, but only on condition that SAPCO and SOFISEDIT agree to undertake such obligations toward the Bank as hereinafter set forth; (B) by a SAPCO Subsidiary Loan Agreement dated October 12, 1977, amended by an additional agreement dated January 14, 1978, and to be re-entered into between the Borrower and SAPCO, a portion of the proceeds of the Loan and of the First Loan provided for under the Loan Agreement and the First Loan Agreement, as amended, has been and will be made available by the Borrower to SAPCO on the terms and conditions therein set forth; and WHEREAS SAPCO and SOFISEDIT, in consideration of the Bank's having entered into the Loan Agreement and the First Loan Agreement, as amended, with the Borrower, have agreed to undertake the obligations hereinafter set forth; NOW THEREFORE the parties hereto hereby agree as follows:

3 -2- ARTICLE I Definitions Section Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the Loan Agreement, in the First Loan Agreement, in the Preamble to this Agreement and in the General Conditions (as so defined) have the respective meanings therein set forth, and the following additional terms have the following meanings: (a) "Sub-loan" means a loan made or proposed to be made by SOFISEDIT, on behalf of SAPCO, out of the proceeds of the Loan and of the First Loan to an Investor for a Hotel Construction Project. (b) "Investor" means an individual or a legal entity to whom or to which SOFISEDIT, on behalf of SAPCO, proposes to make or has made a Sub-loan. (c) "Hotel Construction Project" means a hotel construction project to be carried out on Sali resort by an Investor utilizing the proceeds of a Sub-loan, and whose equity is financed in part by SAPCO under Part F (i) of the Project. (d) "SOFISEDIT Statutes" means the Statuts of SOFISEDIT dated March 19, 1974, as amended from time to time with the prior approval of the Bank. (e) "Statement of Policy" means the General Policy Regulations approved by the Directors of SOFISEDIT on March 21, 1974, as amended from time to time with the approval of the Bank. (f) "General Lending Conditions" means the general conditions applicable to medium- and long-term loans granted by SOFISEDIT and approved by the Directors of SOFISEDIT on March 10, 1975, as amended from time to time. (g) "Subsidiary" means any company of which a majority or the outstanding voting stock or other proprietary interest is owned or effectively controlled by SOFISEDIT or by any one or more subsidiaries of SOFISEDIT or by SOFISEDIT and one or more of its subsidiaries.

4 - 3 - ARTICLE II Execution of the Project Section SAPCO shall carry out Parts A, B, D, E, G, H, K (i) and L, and SAPCO and SOFISEDIT, in close cooperation, shall carry out Part F, of the Project described in Schedule 2 to the Loan Agreement with due diligence and efficiency and in conformity with appropriate administrative, financial and engineering practices, it being further understood that Part F (ii) of the Project shall be carried out in accordance with SOFISEDIT Statutes, Statement of Policy, General Lending Conditions and the policies and procedures set forth in the Schedule hereto, as such Schedule may be amended from time to time by agreement between the Borrower, the Bank, SAPCO and SOFISEDIT. Section In order to assist SAPCO: (a) in the preparation of plans, specifications and bidding documents for, and in the supervision of the construction of, Parts A, B, D, E, G and H of the Project; and (b) in the carrying out of Part K (i) of the Project, SAPCO shall continue to employ appropriate consultants and architects whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Bank. Section xcept as the Bank shall otherwise agree, goods and works to be financed out of the proceeds of the Loan and of the First Loan, shall be governed by the provisions of Schedule 4 to the Loan Agreement. Section (a) SAPCO undertakes to insure, or make adequate provision for the insurance of, the imported goods to be financed out of the proceeds of the Loan and of the First Loan relent to it by the Borrower against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable by SAPCO to replace or repair such goods. (b) Except as the Bank may otherwise agree, SAPCO shall cause all goods and services financed out of the proceeds of the Loan and of the First Loan relent to it by the Borrower to be used exclusively for the Project. Section (a) SAPCO shall furnish to the Bank, promptly upon their preparation, the plans, specifications, reports,

5 contract documents and construction and procurement schedules for Parts A, B, D, E, G and H of the Project, respectively, as appropriate, and any material modifications thereof or additions thereto, in such detail as the Bank shall reasonably request. (b) SAPCO and SOFISEDIT shall, in respect of such parts of the Project for which each is responsible: (i) maintain records adequate to record the progress 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 relent to SAPCO by the Borrower, and to disclose the use thereof in the Project; (ii) shall, without limitation upon the provisions of paragraph (c) of this Section, enable the Bank's representatives to visit the facilities and construction sites included in the Project, and to examine the goods financed out of such proceeds and any relevant records and documents; and (iii) shall furnish to the Bank all such information as the Bank shall reasonably request concerning the Project, the expenditure of the proceeds of the Loan and of the First Loan so relent to SAPCO, the goods and services financed out of such proceeds, the Investors, the Hotel Construction Projects and the Sub-loans. (c) SAPCO shall enable the Bank's representatives to examine all plants, installations, sites, works, buildings, property and equipment of SAPCO and any relevant records aid documents. Section SAPCO shall duly perform all its obligations under the Convention Generale and the SAPCO Subsidiary Loan Agreement. Except as the Bank shall otherwise agree, SAPCO shall not take or concur in any action which would have the effect of amending, abrogating, assigning or waiving the Convention Generale or the SAPCO Subsidiary Loan Agreement or any provision thereof. Section (a) SAPCO and SOFISEDIT shall, at the request of the Bank, exchange views with the Bank with regard to the progress of the parts of the Project for which each is responsible, the performance of their respective obligations under this Agreement and under the SAPCO Subsidiary Loan Agreement, as appropriate, and other matters relating to the purposes of the Loan and of the First Loan. (b) SAPCO and SOFISEDIT shall promptly inform the Bank of any condition which interferes or threatens to interfere with, the progress of the Project, the accomplishment of the purposes of

6 - 5 - the Loan and of the First Loan, or the performance by SAPCO and SOFISEDIT of their respective obligations under this Agreement, and under the SAPCO Subsidiary Loan Agreement, as appropriate. Section If the completion of the Project (except for Part F (ii) of the Project) is hindered or delayed, or is threatened with hindrance or delay, because the funds available to SAPCO are inadequate to ensure its completion, SAPCO shall promptly demand that the Borrower provide SAPCO, or cause SAPCO to be provided with the necessary funds on terms and conditions satisfactory to the Bank as and when required. Section SAPCO shall promptly furnish to the Bank evidence satisfactory to the Bank that land and rights in respect of land as shall be required for the construction (and operation) of the facilities included in Parts A, B, D, E, F, G and H of the Project are available to SAPCO. ARTICLE III Management and Operations of SAPCO and SOFISEDIT Section (a) SAPCO shall, at all times, manage its affairs, plan its future expansion and carry on its operations, all in accordance with appropriate administrative, business, financial, public utility and engineering practices, under the supervision of experienced and competent management assisted by qualified and competent personnel in adequate numbers. (b) SOFISEDIT shall at all times conduct its operations and affairs in accordance with sound financial standards and practices, with qualified management and personnel, and in accordance with its Statutes, Statement of Policy and General Lending Conditions. (c) If SOFISEDIT establishes or acquires any Subsidiary, SOFISEDIT shall cause such Subsidiary to observe and perform the obligations of SOFISEDIT under the Project Agreement to the extent to which such obligations shall or can be applicable thereto, as though such obligations were binding upon such Subsidiary. (d) Without limitation or restriction to the generality of the provisions of paragraph (a) of Section 3.01 of this Agreement:

7 - 6 - (i) before making any new appointment to the position of technical director, financial director, or senior consulting architect, SAPCO shall inform the Bank of the names, qualifications and experience of the persons considered for such appointment or appointments and shall afford the Bank a reasonable opportunity to exchange views with the Borrower and SAPCO on the qualifications and experience of such persons; and (ii) SAPCO shall maintain its accounting department under the supervision of a qualified and experienced accountant assisted by qualified and experienced personnel in adequate numbers. (e) In order to assist SAPCO in maintaining the accounts referred to in paragraph (b) of Section 4.01 of the Project Agreement, SAPCO shall, until the completion of the Project, employ accounting consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Bank. (f) SAPCO shall at all times operate, maintain, renew and repair its facilities, plants, equipment, machinery and property (including but not limited to all facilities, plants, equipment, machinery and property financed out of the proceeds of the Loan and of the First Loan), and promptly make all necessary repairs and renewals thereof, in accordance with appropriate engineering and public utility practices. (g) SAPCO shall take all action within its power to maintain its existence and right to carry on its operations and shall take all steps necessary to acquire, maintain and renew all rights, privileges and franchises which are necessary or useful in the conduct of its business. (h) Except as the Bank shall otherwise agree, SAPCO shall obtain title to all goods financed out of the proceeds of the Loan and of the First Loan and made available to it free and clear of all encumbrances. (i) Except in the normal course of business SAPCO shall not, without the prior approval of the Bank, sell, lease, transfer or otherwise dispose of any of its properties or assets which shall be required for the efficient operation of its businesses and undertakings.

8 - 7 - (j) To the extent that the responsibilities in respect of management, operations and maintenance of the facilities constructed under Parts D, G and H of the Project shall be transferred by SAPCO to a department or agency of the Borrower or to any other successor organization or entity, SAPCO shall make appropriate arrangements, or cause appropriate arrangements to be made: (i) to ensure that such facilities shall be operated, maintained, renewed and repaired, as and when required, and that such service shall be provided, in accordance with appropriate business, financial, administrative and engineering practices; and (ii) to cause to be provided, promptly as needed, the funds, facilities, services and other resources required for the purpose. Section SAPCO shall take out and maintain with responsible insurers, or make other provisions satisfactory to the Bank for, insurance against such risks and in such amounts as shall be consistent with appropriate practice. Section SAPCO shall take all such action as may be required to ensure that whenever land is made available by SAPCO or through SAPCO acting in the name and on behalf of the Borrower, through a sale, a lease, assignment of lease, a transfer, or any other form, to Investors or developers making Tourism Investments, such land shall be made available by SAPCO to such Investors or developers on terms and conditions (including inter alia the terms and conditions set forth in the Convention Generale and the Cahiers des Charges) acceptable to the Bank whereby SAPCO shall obtain by written contract with such Investors or developers or by other appropriate legal means, rights adequate to protect the interest of the Borrower and of SAPCO, including the right: (i) to charge prices to be determined at a level sufficient to meet the requirements of Section 4.03 of the Project Agreement; (ii) (iii) to require completion of the construction works for the development of the land so made available in accordance with the Plan d'amenagement within a period not to exceed 42 months after the date said land has been made available to the Investor or developer; and to have such arrangements under such contract or such other instruments rescinded and the control of the land so made available returned to SAPCO or

9 - 8 - to the Borrower, as appropriate, in the event such Investor or developer has failed to construct, within the said period, the said development, all referred to in paragraph (ii) of this Section, or failed to perform any of its obligations provided in the Cahiers des Charges, which shall be incorporated in such written contract or other appropriate legal means as if it were originally and fully set forth therein. ARTICLE IV Financial Covenants Section (a) SAPCO shall maintain records adequate to reflect in accordance with consistently maintained appropriate accounting practices its operations and financial condition. (b) Pursuant to paragraph (a) of this Section, SAPCO shall maintain a system of separate commercial accounts covering the Sali infrastructure constructed under the Project (excluding water supply and sewerage infrastructure). (c) SOFISEDIT shall maintain records adequate to record the progress of Part F (ii) of the Project and of each Hotel Construction Project (including the cost thereof) and to reflect in accordance with consistently maintained sound accounting practices its operations and financial condition. Section SAPCO shall: (i) have its accounts (including but without limitation the separate commercial accounts referred to in paragraph (b) of Section 4.01 of this Project Agreement) and financial statements (balance sheets, statements of income and expenses and related statements) for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as as available, but in any case not later than six months after the e nd of each such year, (A) certified copies of its financial statements for such year as so audited and (B) the report of such audit by said auditors, of such scope and in such detail as the Bank shall have reasonably requested; and (iii) furnish to the Bank such other information concerning the accounts (including but without limitation the separate commercial accounts referred to in paragraph (b) of Section 4.01 of this Project Agreement) and financial statements

10 - 9 - of SAPCO and the audit thereof as the Bank shall from time to time reasonably request. Section (a) SAPCO shall prepare and furnish to the Bank, by June 30, 1980, a statement of the financial policies of SAPCO satisfactory to the Bank, including the establishment of selling and leasing prices for commercial and recreational land and improvements, and tariffs and other charges, all to be calculated at levels which will enable SAPCO to meet the requirements set forth in paragraph (b) of this Section. (b) Except as the Bank shall otherwise agree, SAPCO shall take promptly as needed all such action (including without limitation adjustments of its selling and leasing prices for commercial and recreational land and improvements and tariffs or other charges) as shall be required to provide in any fiscal year an annual return on the average of the current net value of its fixed assets in service at the beginning and end of such fiscal year at a rate of not less than eight per cent (8%), commencing with the fiscal year starting January 1, For the purposes of this Section: (i) the annual return specified in paragaph (b) of this Section shall be calculated in respect of each fiscal year, by using as the denominator one-half of the sum of the current net values of the fixed assets of SAPCO in service at the beginning and at the end of each such year, and as numerator the net operating income of SAPCO for the same year; (ii) (iii) the term "current net value of the fixed assets of SAPCO in service" means the gross value of SAPCO's fixed assets in service less the amount of accumulated depreciation both as valued from time to time in accordance with consistently applied appropriate methods of valuation or revaluation acceptable to the Bank; and the term "net operating income" means gross revenues from all sources less all expenditures, including expenses of administration, adequate maintenance and taxes or any payment in lieu of taxes and adequate provision for depreciation but excluding interest and other charges on debt.

11 Section (a) Except as the Bank may otherwise agree, SAPCO shall not: (i) declare any dividend or make any other distribution with respect to its share capital unless after the payment of such dividend or other distribution, SAPCO's current assets will exceed its current liabilities by at least 1.5 times its current liabilities, including debt service requirements for the next following fiscal year; and (ii) incur any debt, other than for money borrowed to finance the Project, unless its net revenues for the fiscal year next preceding such incurrence or for a twelve-month period ended prior to such incurrence, whichever amount is the greater, shall be not less than 1.5 times the maximum debt service requirement for any succeeding fiscal year on old debt including the debt to be incurred. (b) For the purpose of this Section of this Agreement: (i) the term "debt" means all indebtedness of SAPCO, including debt for the service of which SAPCO is responsible, maturing by its terms more than one year after the date on which it is originally incurred; (ii) (iii) (iv) debt shall be deemed to be incurred on the date of execution and delivery of a contract, loan agreement or other instrument providing for such debt; provided, however, that in the case of guarantee of debt, debt shall be deemed to be incurred on the day the agreement guaranteeing such debt has been entered into but only to the extent that the guaranteed debt is outstanding; the term "debt service requirements" means the aggregate amount of amortization (including sinking fund payments, if any) of, and interest and other charges on, debt; the term "net revenues" shall mean gross revenues from all sources, adjusted to take account of SAPCO's selling and leasing prices and tariffs or other charges, in effect at the time of the incurrence of debt even though they were not in effect during the fiscal year or twelve-month period to which such revenues relate, less all operating and administrative expenses and provisions for taxes, if any, but before provision covering

12 depreciation and interest and other charges on debt; (v) whenever for the purposes of this Section it shall be necessary to value, in terms of the currency of the Borrower, debt payable in another currency, such valuation shall be made on the basis of the prevailing lawful rate of exchange at which such other currency is, at the time of such valuation, obtainable for the purpose of servicing such debt or, if such other currency is not so obtainable, at the rate of exchange that will be reasonably determined by the Bank; (vi) the term "current assets" includes cash, accounts receivable due within twelve months, inventories convertible to salable goods within twelve months, prepaid expenses properly chargeable to operating expenses with the next twelve months, and all other assets which could, in the ordinary course of business, be converted within twelve months into cash; and (vii) the term "current liabilities" includes accounts payabl, within twelve months, customer advances, taxes, bonuses and all other liabilities (including long-term debt) which will be due and payable, or could be called for payment, within twelve months. Section For the purpose of computing the debt/equity ratio of three to one specified in Section 4.06 of the Loan Agreement No SE between the Bank and SOFISEDIT, dated October 14, 1976, "consolidated debt of the Borrower and all its subsidiaries" referred to in paragraph (d) of said Section 4.06 shall not include the amount of debt incurred by SOFISEDIT on behalf of SAPCO in the carrying out of Part F (ii) of the Project. ARTICLE V Effective Date; Termination; Cancellation and Suspension Section This Agreement shall come into force and effect on the date upon which the amendments to the Loan Agreement

13 and the First Loan Agreement, dated t, 1980, become effective. Section (a) This Agreement and all obligations of the Bank, of SAPCO and of SOFISEDIT thereunder shall terminate on the earlier of the following two dates: (i) the date on which the Loan Agreement shall terminate in accordance with its terms; or (ii) a date 24 years after the date of this Agreement. (b) If the Loan Agreement terminates in accordance with its terms before the date specified in paragraph (a) (ii) of this Section, the Bank shall promptly notify SAPCO and SOFISEDIT of this event. Section All the provisions of this Agreement shall continue in full force and effect notwithstanding any cancellation or suspension under the Loan Agreement. ARTICLE VI Miscellaneous Provisions Section Any notice or request required or permitted to be given or made under this Agreement and any agreement between the parties contemplated by this Agreement shall be in writing. Such notice or request shall be deemed to have been duly given or made when it shall be delivered by hand or by mail, telegram, cable, telex or radiogram to the party to which it is required or permitted to be given or made at such party's address hereinafter specified or at such other address as such party shall have designated by notice to the party giving such notice or making such request. The addresses so specified are: For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C United States of America Cable address: INTBAFRAD Washington, D.C. Telex: (ITT) (RCA) or (WUI)

14 For SAPCO: Societe d'amenagement de la Petite C8te 112, Rue Blanchot Daka r Senegal Cable address: AMEN Dakar For SOFISEDIT: Societe Financiere Senegalaise pour le Developpement de l'industrie et du Tourisme 70, rue du Docteur Theze B. P Dakar Senegal Cable address: BANADE SEG Dakar Section Any action required or permitted to be taken, and any documents required or permitted to be executed, under this Agreement on behalf of SAPCO or SOFISEDIT may be taken or executed by their respective Directeur General and President Directeur General or such other person or persons as such Directeur General and President Directeur General shall. designate in writing. Section SAPCO and SOFISEDIT shall furnish to the Bank sufficient evidence of the authority and the authenticated specimen signature of the person or persons who will, on behalf of SAPCO and SOFISEDIT, take any action or execute any documents required or permitted to be taken or executed by SAPCO and SOFISEDIT pursuant to any of the provisions of this Agreement. Section This Agreement may be executed in several counterparts, each of which shall be an original, and all collectively but one instrument.

15 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 Columbia, United States of America, as of the day and year first above written. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By e1c L -Uj Regional Vice President Western Africa SOCIETE D'AMENAGEMENT DE LA PETITE COTE By Authorized Representative SOCIETE FINANCIERE SENEGALAISE POUR LE DEVELOPPEMENT DE L'INDUSTRIE ET DU TOURISME By Authorized Representative

16 SCHEDULE Policies and Procedures for Part F of the Project I. Management For the purpose of carrying out Part F (ii) of the Project: 1. SOFISEDIT shall manage on behalf of SAPCO the portion of the proceeds of the Loan and of the First Loan relent to SAPCO by the Borrower under the SAPCO Subsidiary Loan Agreement, as reentered pursuant to Section 3.02 (b) of the Loan Agreement, as amended, required for the carrying out of Part F (ii) of the Project and allocated to Category (3) of the table set forth in paragraph 1 of Schedule 1 to the Loan Agreement, as amended, SOFISEDIT managing said portion on terms and conditions as set forth in the Project Agreement including this Schedule; 2. SOFISEDIT shall: (a) be responsible for Sub-loan collection, but the Investors' repayment obligations for the Sub-loans shall be toward SAPCO; and (b) ensure that Sub-loan repayments are made upon maturity and immediately thereafter forward such repayments to SAPCO; 3. SAPCO shall bear the full risk of default on all Subloans; 4. SOFISEDIT shall not pay any commitment charge to SAPCO other than the commitment charge paid by the Investors on the principal amount of their Sub-loans not withdrawn; and 5. SAPCO shall remunerate SOFISEDIT for its management services with a management fee of 1.50% on amounts of Sub-loans disbursed and outstanding from time to time. II. Appraisal of Hotel Construction Projects With respect to each request for financing a Hotel Construction Project: (a) SAPCO shall make a technical evaliation, including: (i) a judgment on the design of the proposed construction;

17 (ii) (iii) (iv) a verification that the project complies with terms and conditions of the Cahiers des Charges; a review of the market analysis and marketing arrangements; an assessment of the assumptions used in forecasting operations; and the Project's finan- (v) a preliminary appraisal of cial viability. (b) Following the above technical evaluation, SAPCO shall forward its recommendations to SOFISEDIT for making a Sub-loan, including its proposals for an equity contribution in the Project. (c) Upon receipt of SAPCO's recommendations, SOFISEDIT shall conduct a thorough financial appraisal of the Project, followed by a review and approval of the proposed Sub-loan by SOFISEDIT's Board of Directors. (d) SOFISEDIT shall then present the Sub-loan to the Bank for approval, on behalf of SAPCO, including SAPCO's approval of the proposed Sub-loan and decision as to its equity contribution and in accordance with the provisions of the Project Agreement. III. Terms and Conditions of Sub-loans SOFISEDIT shall make the Sub-loans on behalf of SAPCO according, inter alia, to the following terms and conditions: (a) A Sub-loan shall not represent: (i) more than 20% of the estimated total investment cost of a Hotel Construction Project with a hotel capacity of one hundred twenty-five rooms or less, the Investor's own contribution and SAPCO's contribution as equity representing not less than 30% of said estimated cost; or (ii) more than 15%, or CFAFl80,000,000, whichever is the lower, of the estimated total investment cost of a Hotel Construction Project with a hotel capacity of more than one hundred twenty-five rooms, the Investor's own contribution and SAPCO's contribution as equity representing not less than 35% of said estimated cost; it

18 being understood that for any Hotel Construction Project, SAPCO (i) shall not contribute more than 10% of the estimated total investment cost as equity, and (ii) shall be granted appropriate security on the principal amount of, interest and charges on, any Sub-loan. (b) A Sub-loan shall: (i) carry an interest rate of not less than 11.25% per annum on the principal amount outstanding; and (ii) have a maximum term of fifteen years, including an appropriate period of grace estimated not to exceed three years. No substantial change in said term of repayment shall be made without the prior approval of the Bank. (c) No Sub-loan shall be made unless the Investor has presented an appropriate financing plan of the estimated total investment cost of the Hotel Construction Project. (d) In accordance with and subject to the provisions of the Loan Agreement, when presenting a Sub-loan to the Bank for approval, SOFISEDIT on behalf of SAPCO shall furnish to the Bank an application, in form satisfactory to the Bank, together with (i) a description of the Investor and an appraisal of the Hotel Construction Project, including a description of the expenditures proposed to be financed out of the proceeds of the Loan and of the First Loan, (ii) the proposed terms and conditions of the Sub-loan, including the schedule of amortization of the Sub-loan, and (iii) such other information as the Bank shall reasonably request. (e) Except as the Bank and the Borrower shall otherwise agree, applications made pursuant to the provisions of paragraph (d) above shall be presented to the Bank on or before September 30, (f) SOFISEDIT undertakes that, unless the Bank shall otherwise agree, any Sub-loan will be made on terms whereby SOFISEDIT shall obtain, by written contract with the Investor or by other appropriate legal means, rights adequate to protect the interests of the Borrower, the Bank, SAPCO and SOFISEDIT, including the right of SOFISEDIT or SAPCO to: (i) require the Investor to carry

19 out and operate the Hotel Construction Project with due diligence and efficiency and in accordance with sound technical, financial and managerial standards and to maintain adequate records; (ii) require that: (A) contracts for the purchase of goods and services and for civil works to be financed out of the proceeds of the Loan and of the First Loan shall be procured at a reasonable price, account being taken also of other relevant factors such as time of delivery and efficiency and reliability of civil works and goods and, in the case of services, the quality and competence of those rendering them; and (B) such goods, services and civil works shall be used exclusively for the carrying out of the Hotel Construction Project; (iii) inspect, by itself or jointly with representatives of the Bank and SAPCO if the Bank or SAPCO shall so request, the goods, sites, works, plants and construction included in the Hotel Construction Project, the operation thereof, and any relevant records and documents; (iv) require that: (A) the Investor shall take out and maintain with responsible insurers such insurance, against such risks and in such amounts, as shall be consistent with sound business practice; and (B) without any limitation upon the foregoing, such insurance shall cover marine, transit and other hazards incident to the acquisition, transportation and delivery of goods financed out of the proceeds of the Loan and of the First Loan to the place of use or installation, any indemnity thereunder to be made payable in a currency freely usable by the Investor to replace o'r repair such goods; (v) obtain all such information as the Bank, SOFISEDIT or SAPCO shall reasonably request relating to the foregoing and to the administration, operations and financial condition of the Investor; and (vi) suspend or terminate the right of the Investor to the use of the proceeds of the Loan or of the First Loan upon failure by such Investor to perform any of its obligations under its contract with SOFISEDIT. (g) SOFISEDIT shall exercise its rights in relation to each Hotel Construction Project in such manner as to: (i) protect the interests of the Borrower, the Bank, SOFISEDIT and SAPCO; (ii) comply with its obligations under this Agreement; and (iii) achieve the purposes of the Project.

20 IV. Supervision of Hotel Construction Projects SOFISEDIT and SAPCO shall fully cooperate to closely monitor the progress of construction and Sub-loan repayments. If an Investor fails to make Sub-loan repayments, SOFISEDIT shall, on behalf of SAPCO, exercise means of collection at its disposal in accordance with its standard procedures.

21 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the International Bank for Reconstruction and Development. In witness whereof I have signed this Certificate and affixed the Seal of the Bank thereunto this /2 L7 day of, FOR SECRETARY

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