Loan Agreement OFFICIAL DOCUMENTS LOAN NUMBER 8405-JM. (Youth Employment in the Digital and Animation Industries Project) between JAMAICA.

Transcription

1 Public Disclosure Authorized OFFICIAL DOCUMENTS LOAN NUMBER 8405-JM Public Disclosure Authorized Loan Agreement (Youth Employment in the Digital and Animation Industries Project) Public Disclosure Authorized between JAMAICA and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Public Disclosure Authorized Dated p m6er3,2014

2 LOAN NUMBER 8405-JM LOAN AGREEMENT Agreement dated 2014, between JAMAICA ("Borrower") and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank"). The Borrower and the Bank hereby agree as follows: ARTICLE I - GENERAL CONDITIONS; DEFINITIONS The General Conditions (as defined in the Appendix to this Agreement) constitute an integral part of this Agreement Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the General Conditions or in the Appendix to this Agreement. ARTICLE H - LOAN The Bank agrees to lend to the Borrower, on the terms and conditions set forth or referred to in this Agreement, twenty million Dollars ($20,000,000), as such amount may be converted from time to time through a Currency Conversion in accordance with the provisions of Section 2.07 of this Agreement ("Loan"), to assist in financing the project described in Schedule 1 to this Agreement ("Project") The Borrower may withdraw the proceeds of the Loan in accordance with Section IV of Schedule 2 to this Agreement The Front-end Fee payable by the Borrower shall be equal to one quarter of one percent (0.25%) of the Loan amount The interest payable by the Borrower for each Interest Period shall be at a rate equal to the Reference Rate for the Loan Currency plus the Variable Spread provided, that upon a Conversion of all or any portion of the principal amount of the Loan, the interest payable by the Borrower during the Conversion Period on such amount shall be determined in accordance with the relevant provisions of Article IV of the General Conditions. Notwithstanding the foregoing, if any amount of the Withdrawn Loan Balance remains unpaid when due and such non-payment continues for a period of thirty days, then the interest payable by the Borrower shall instead be calculated as provided in Section 3.02 (e) of the General Conditions The Payment Dates are February 15 and August 15 in each year The principal amount of the Loan shall be repaid in accordance with the amortization schedule set forth in Schedule 3 to this Agreement.

3 2.07. The Borrower may at any time request any of the following Conversions of the terms of the Loan in order to facilitate prudent debt management: (i) a change of the Loan Currency of all or any portion of the principal amount of the Loan, withdrawn or unwithdrawn, to an Approved Currency; (ii) a change of the interest rate basis applicable to: (A) all or any portion of the principal amount of the Loan withdrawn and outstanding from a Variable Rate to a Fixed Rate, or vice versa; or (B) all or any portion of the principal amount of the Loan withdrawn and outstanding from a Variable Rate based on a Reference Rate and the Variable Spread to a Variable Rate based on a Fixed Reference Rate and the Variable Spread, or vice versa; or (C) all of the principal amount of the Loan withdrawn and outstanding from a Variable Rate based on a Variable Spread to a Variable Rate based on a Fixed Spread; and (iii) the setting of limits on the Variable Rate or the Reference Rate applicable to all or any portion of the principal amount of the Loan withdrawn and outstanding by the establishment of an Interest Rate Cap or Interest Rate Collar on the Variable Rate or the Reference Rate. (c) Any conversion requested pursuant to paragraph of this Section that is accepted by the Bank shall be considered a "Conversion", as defined in the General Conditions, and shall be effected in accordance with the provisions of Article IV of the General Conditions and of the Conversion Guidelines. Promptly following the Execution Date for an Interest Rate Cap or Interest Rate Collar for which the Borrower has requested that the premium be paid out of the proceeds of the Loan, the Bank shall, on behalf of the Borrower, withdraw from the Loan Account and pay to itself the amounts required to pay any premium payable in accordance with Section 4.05 (c) of the General Conditions up to the amount allocated from time to time for the purpose in the table in Section IV of Schedule 2 to this Agreement. ARTICLE M - PROJECT The Borrower declares its commitment to the objective of the Project. To this end, the Borrower shall carry out the Project through MSTEM with the participation of: Selected Training Institutions for purposes of Parts 1,, (c), (e) and (g) of the Project; and DBJ for purposes of Part 3 of the Project; all in accordance with the provisions of Article V of the General Conditions Without limitation upon the provisions of Section 3.01 of this Agreement, and except as the Borrower and the Bank shall otherwise agree, the Borrower shall ensure that the Project is carried out in accordance with the provisions of Schedule 2 to this Agreement. -2-

4 ARTICLE IV - REMEDIES OF THE BANK The Additional Event of Suspension consists of the following, namely, any Selected Training Institution shall have failed to comply with the written commitment referred to in Section 1.B.2 (ii) of Schedule 2 to this Agreement The Additional Event of Acceleration consists of the following, namely, the event specified in Section 4.01 of this Agreement occurs and is continuing for a period of 60 days after notice of the event has been given by the Bank to the Borrower. ARTICLE V - EFFECTIVENESS; TERMINATION 5.01 Without prejudice to the provisions of the General Conditions, the Effectiveness Deadline is the date ninety (90) days after the date of this Loan Agreement, but in no case later than the eighteen (18) months after the Bank's approval of the Loan which expires on January 15, ARTICLE VI- REPRESENTATIVE; ADDRESSES The Borrower's Representative is its Minister of Finance and Planning The Borrower's Address is: Ministry of Finance and Planning 30 National Heroes Circle Kingston 4 Jamaica Facsimile: The Bank's Address is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C United States of America Cable address: Telex: Facsimile: INTBAFRAD (MCI) or Washington, D.C (MCI) -3-

5 AGREED at A siead AC bm nikliks & -,a, as of the day and year first above written. JAMAICA By Authoriked Re r ive Title:./l4 o F;Yjo c, 441 I INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By Authorized kepresentative Name: GD,4;e W in.. Title: -4-

6 SCHEDULE 1 Project Description The objective of the Project is to support youth employment in the digital and animation industries in the Borrower's territory. Part 1: Skills and Capacity to Enhance Employability and Entrepreneurship Building the capacity and enhancing the skills of the Borrower's youth to improve their employability in the growing animation industry through: (c) (d) (e) (f) (g) (h) expanding the existing 2D Animation Training Program at selected vocational and tertiary educational institutions; establishing 2D and/or 3D Animation Training Programs at selected secondary, vocational and tertiary educational institutions; establishing an accredited university degree program for professional animators; developing a business acceleration program for animation studios whereby companies undergo an intensive selection process and surrender some of the equity in their companies in return for seed capital, training and mentorship ("Acceleration Program"); developing a training program to increase the quantity and quality of software programmers and product designers; organizing competitions to identify youth with the best talents in the digital and animation fields; providing need-based scholarships to enable youth from lower-income families, and vulnerable communities to participate in the training activities provided by the Project; and developing a policy framework and strategic plan for the animation industry. Part 2: Establishment of Startup Jamaica Establishing Startup Jamaica, a technology hub, to host the Acceleration Program and other training initiatives for startup companies in partnership with private sector companies through: carrying out communication and outreach campaigns to target youth with business ideas to join the Acceleration Program; -5-

7 (c) (d) designing and providing in-depth technical and business training to selected youth, including hands-on service provider support and external speakers/faculty training; designing and implementing the Acceleration Program for tech startups; and recruiting relevant technical staff to manage the Acceleration Program and other training initiatives; all through provision of goods, works, consulting services, non-consulting services, Training Costs and Operating Costs. Part 3: Early Stage Investment for Tech Startups Increasing the amount of private sector investments in youth startup companies, through: (c) (d) (e) organizing workshops and meetings to facilitate the establishment and support of a Jamaica Angel Investor Network; carrying out feasibility studies, policy dialogue and workshops for promoting the use of Royalty-based Equity Loans; carrying out awareness-raising campaigns and dialogue with potential investors to promote the establishment of Pre-purchase and Equity Crowd Funding Platforms; carrying out public awareness campaigns on Early Stage Investments; and establishing a targeted program to build trust among investors and Early Stage Companies, through provision of consulting services, goods and non-consulting services. Part 4: Support to Science, Technology and Innovation Strengthening the Borrower's capacity in science, technology and innovation through: provision of Research Grants to eligible Research Grant Beneficiaries to carry out innovative IT research application with commercial potential; and enrolling selected applicants into the programs of Startup Jamaica. Part 5: Project Administration Strengthening the institutional capacity for Project management, including: carrying out financial management and procurement under the Project; preparing Project Reports; (c) publishing calls for research proposals; (d) coordinating the various institutions participating in the Project; (e) providing management and implementation support; (f) monitoring and evaluating Project progress and results; all through provision of goods, works, technical advisory services, Training Costs and Operating Costs. -6-

8 SCHEDULE 2 Project Execution Section I. Implementation Arrangements A. Institutional Arrangements 1 The Ministry of Science, Technology, Energy and Mining (MSTEM) The Borrower shall, through the MSTEM, be responsible for overall Project oversight and implementation. 2. Project Implementation Unit The Borrower shall, throughout the Project implementation, operate and maintain the Project Implementation Unit (PIU) within MSTEM, with key staff with functions and responsibilities acceptable to the Bank, including the following responsibilities: (i) preparing periodic progress reports for submission to the Project Steering Committee (PSC); (ii) monitoring and evaluation of Project activities; and (iii) liaising with the Advisory Board on issues related to Project implementation. To this end, the Borrower shall, no later than six months after the Effective Date, appoint additional staff including, inter alia, a Project coordinator, an animation specialist, technology specialist and a procurement specialist, all with qualifications, experience and terms of reference acceptable to the Bank. 3. Project Steering Committee The Borrower shall not later than three months after the Effective Date, establish and thereafter operate and maintain throughout the implementation of the Project, a PSC, including representatives of MSTEM, MIIC, PIOJ, MYC, JAMPRO, HEART Trust/NTA, DBJ, MOFP and MOE, and chaired by MSTEM. The Borrower shall cause the PSC to meet at least biannually, and be responsible for Project implementation oversight, including, inter alia: (i) providing strategic and policy guidance on matters relating to animation and technical entrepreneurship; (ii) facilitating coordination of Project activities; (iii) making recommendations for removal of any obstacles which hinder effective Project implementation; and (iv) reviewing progress made towards achieving the Project's objective. -7-

9 4. Advisory Board The Borrower shall not later than four months after the Effective Date, establish and thereafter maintain throughout the implementation of the Project, an Advisory Board with composition, functions and responsibilities acceptable to the Bank, including representatives of MSTEM, DBJ and the private sector entities participating in the Project. Without limitation on the foregoing, the Borrower shall cause the Advisory Board to be chaired by MSTEM and be responsible for: (i) reviewing activities carried out by Startup Jamaica; (ii) providing strategic and policy guidance to the Startup Jamaica Management Team; and (iii) advising on startup companies, the requisite selection considerations and financing options. 5. Startup Jamaica Management Team To facilitate the effective implementation of Parts 1(d), 1(e),1(f) and (2) of the Project, the Borrower shall no later than six months after the Effective Date recruit a team of professionals (Startup Jamaica Management Team), including a manager, with terms of reference, qualifications and experience satisfactory to the Bank. The Borrower shall cause the Startup Jamaica Management Team to operate with the Advisory Board and be responsible for managing all the activities of Startup Jamaica to ensure they are implemented in a professional and timely manner. B. Implementation Arrangements 1. Project Operations Manual Without limitation to the provisions of Article V of the General Conditions, the Borrower shall ensure that: the Project is carried out in accordance with the Project Operations Manual; and except as the Bank shall otherwise agree in writing, the Project Operations Manual shall not be amended, waived, suspended or abrogated, and in case of any inconsistency between the provisions of the Project Operations Manual and those of this Agreement, the provisions of this Agreement shall prevail. 2. Scholarships under Part I (g) In implementing Part 1 (g) of the Project, the Borrower shall: (i) select the Scholarship Beneficiary, Selected Training Institution and the courses to be delivered to the Scholarship Beneficiaries in accordance with eligibility criteria set forth in the Project Operations Manual; -8-

10 (ii) (iii) (iv) prior to entering into the Scholarship Agreement with the Scholarship Beneficiaries, obtain a written commitment from the Selected Training Institutions acceptable to the Bank to comply with the Bank's Anticorruption Guidelines in a manner satisfactory to the Bank; enter into a Scholarship Agreement with each Scholarship Beneficiary consistent with the model Scholarship Agreement in the Project Operations Manual and acceptable to the Bank; and exercise its rights and carry out its obligations under the Scholarship Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Project, and, except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive any Scholarship Agreement or any provision thereof. In case of any inconsistency between the provisions of the Scholarship Agreement, or the aforementioned written undertaking provided by the Selected Training Institution and the provisions of this Agreement, the provisions of this Agreement shall prevail. 3. Memorandum of Understanding under Parts 2 and 3 In carrying out Part 2 of the Project, the Borrower shall not later than four months after the Effective Date, enter into a Memorandum of Understanding (MOU) with JNBSF ("JNBSF MOU"); an MOU with LIME ("LIME MOU) and an MOU with Oasis500 ("Oasis500 MOU") (henceforth MOUs) satisfactory to the Bank setting out the commitments of the parties including with respect to: (i) (ii) (iii) the JNBSF MOU, JNBSF's commitment to provide the floor space for Startup Jamaica and its maintenance costs at no cost to the Borrower; the LIME MOU, LIME's commitment to provide connectivity services for Startup Jamaica at no cost to the Borrower for the duration of the Project; and the Oasis500 MOU, Oasis500's commitment to provide seed capital to companies entering the Acceleration Program, and to provide technical and advisory services to the Acceleration Program. In carrying out Part 3 of the Project, the Borrower shall not later than four months after the Effective Date, enter into an MOU with DBJ ("DBJ MOU") outlining DBJ's commitment to provide management services to Startup Jamaica within its first year of implementation and implement all activities under Part 3 of the Project. -9-

11 (c) The Borrower shall exercise its rights to carry out its obligations under each MOU in a manner to protect the interests of the Borrower and the Bank. The Borrower shall not abrogate, amend, suspend, terminate, waive or otherwise fail to enforce any MOUs or any provisions thereof without the Bank's prior approval in writing; and in case of any conflict between the terms of any MOUs and those of this Agreement, the terms of this Agreement shall prevail. 4. Research Grants In implementing Part 4 of the Project, the Borrower shall: (c) (d) select the Research Grant Beneficiaries and the related research to be financed by the Research Grant in accordance with the criteria set forth in the Project Operations Manual which shall, inter alia, include the requirement that the research proposal be for an innovative IT application with commercial potential; enter into an agreement (Research Grant Agreement) with each Research Grant Beneficiary consistent with the model Research Grant Agreement in the Project Operations Manual; exercise its rights and carry out its obligations under the Research Grant Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan; and except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate, terminate or waive or fail to enforce any Research Grant Agreement or any of its provisions and in case of any inconsistency between the provisions of any Research Grant Agreement and the provisions of this Agreement, the provisions of this Agreement shall prevail. 5. Anti-Corruption The Borrower shall ensure that the Project is carried out in accordance with the provisions of the Anti-Corruption Guidelines. Section II. Project Monitoring Reporting and Evaluation A. Project Reports The Borrower shall monitor and evaluate the progress of the Project and prepare Project Reports in accordance with the provisions of Section 5.08 of the General Conditions and on the basis of indicators acceptable to the Bank. Each Project Report shall cover the period of six calendar months (Semester), and shall be furnished to the Bank not later than sixty days after the end of the period covered by such report. -10-

12 B. Financial Management, Financial Reports and Audits 1. The Borrower shall maintain or cause to be maintained a financial management system in accordance with the provisions of Section 5.09 of the General Conditions. 2. The Borrower shall prepare and furnish to the Bank not later than forty-five days after the end of each Semester, interim unaudited financial reports for the Project covering the preceding semester, in form and substance satisfactory to the Bank. 3. The Borrower shall have its Financial Statements audited in accordance with the provisions of Section 5.09 of the General Conditions. Each audit of the Financial Statements shall cover the period of one fiscal year of the Borrower. The audited Financial Statements for each such period shall be furnished to the Bank not later than six months after the end of such period. Section III. Procurement A. General 1. Goods, Works and Non-consulting Services. All goods, works and non-consulting services required for the Project and to be financed out of the proceeds of the Loan shall be procured in accordance with the requirements set forth or referred to in Section I of the Procurement Guidelines, and with the provisions of this Section. 2. Consultants' Services. All consultants' services required for the Project and to be financed out of the proceeds of the Loan shall be procured in accordance with the requirements set forth or referred to in Sections I and IV of the Consultant Guidelines and with the provisions of this Section. 3. Definitions. The capitalized terms used below in this Section to describe particular procurement methods or methods of review by the Bank of particular contracts refer to the corresponding method described in Sections II and III of the Procurement Guidelines, or Sections II, III, IV and V of the Consultant Guidelines, as the case may be. B. Particular Methods of Procurement of Goods, Works and Non-consulting Services I. International Competitive Bidding. Except as otherwise provided in paragraph 2 below, goods, works and non-consulting services shall be procured under contracts awarded on the basis of International Competitive Bidding procedures. 2. Other Methods of Procurement of Goods, Works and Non-consulting Services. The following methods, other than International Competitive Bidding, may be used for procurement of goods, works and non-consulting services for those contracts specified in the Procurement Plan: Limited International Bidding; National Competitive Bidding (c) Shopping; and (d) Direct Contracting. -11-

13 C. Particular Methods of Procurement of Consultants' Services 1. Quality- and Cost-based Selection. Except as otherwise provided in paragraph 2 below, consultants' services shall be procured under contracts awarded on the basis of Quality and Cost-based Selection. 2. Other Methods of Procurement of Consultants' Services. The following methods, other than Quality and Cost-based Selection, may be used for procurement of consultants' services for those contracts which are specified in the Procurement Plan: Quality-based Selection; Least Cost Selection; (c) Selection based on Consultants' Qualifications; (d) Single-source Selection of consulting firms; (e) Procedures set forth in paragraphs 5.2 and 5.3 of the Consultant Guidelines for the Selection of Individual Consultants; and (f) Single-source procedures for the Selection of Individual Consultants. D. Review by the Bank of Procurement Decisions The Procurement Plan shall set forth those contracts which shall be subject to the Bank's Prior Review. All other contracts shall be subject to Post Review by the Bank. Section IV. Withdrawal of Loan Proceeds A. General 1. The Borrower may withdraw the proceeds of the Loan in accordance with the provisions of Article II of the General Conditions, this Section, and such additional instructions as the Bank shall specify by notice to the Borrower (including the "World Bank Disbursement Guidelines for Projects" dated May 2006, as revised from time to time by the Bank and as made applicable to this Agreement pursuant to such instructions), to finance Eligible Expenditures as set forth in the table in paragraph 2 below. 2. The following table specifies the categories of Eligible Expenditures that may be financed out of the proceeds of the Loan ("Category"), the allocation of the amounts of the Loan to each Category, and the percentage of expenditures to be financed for Eligible Expenditures in each Category. Amount of the Loan Percentage of Expenditures Allocated to be financed Category (expressed in USD) (inclusive Taxes) (1) Goods, works, non- consulting 19, 180, % services, consultants' services, Training Costs and Operating costs for the Project (2) Research Grants under Part 4 320, % of the Project (3) Scholarships under Part 1 (g) of 450, % the Project -12-

14 Amount of the Loan Percentage of Expenditures Allocated to be financed Category (expressed in USD) (inclusive Taxes) (4) Front-end Fee 50,000 Amount payable pursuant to Section 2.03 of this Agreement in accordance with Section 2.07 of the General Conditions (5) Interest Rate Cap or Interest Rate 0 Amount due pursuant to Collar premium Section 2.07(c) of this Agreement TOTAL AMOUNT 20,000,000 B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A of this Section, no withdrawal shall be made: under Category (3) in respect of any Selected Training Institution unless and until the Borrower has obtained a written undertaking from said Selected Training Institution referred to in Section I.B.2 (ii) of Schedule 2 to this Agreement, in a manner satisfactory to the Bank; and for payments made prior to the date of this Agreement. 2. The Closing Date is January 31,

15 SCHEDULE 3 Amortization Schedule 1. The following table sets forth the Principal Payment Dates of the Loan and the percentage of the total principal amount of the Loan payable on each Principal Payment Date ("Installment Share"). If the proceeds of the Loan have been fully withdrawn as of the first Principal Payment Date, the principal amount of the Loan repayable by the Borrower on each Principal Payment Date shall be determined by the Bank by multiplying: Withdrawn Loan Balance as of the first Principal Payment Date; by the Installment Share for each Principal Payment Date, such repayable amount to be adjusted, as necessary, to deduct any amounts referred to in paragraph 4 of this Schedule, to which a Currency Conversion applies. Principal Payment Date Installment Share (Expressed as a Percentage) On each February 15 and August 15 Beginning February 15, 2020 through February 15, % On August 15, % 2. If the proceeds of the Loan have not been fully withdrawn as of the first Principal Payment Date, the principal amount of the Loan repayable by the Borrower on each Principal Payment Date shall be determined as follows: To the extent that any proceeds of the Loan have been withdrawn as of the first Principal Payment Date, the Borrower shall repay the Withdrawn Loan Balance as of such date in accordance with paragraph 1 of this Schedule. Any amount withdrawn after the first Principal Payment Date shall be repaid on each Principal Payment Date falling after the date of such withdrawal in amounts determined by the Bank by multiplying the amount of each such withdrawal by a fraction, the numerator of which is the original Installment Share specified in the table in paragraph I of this Schedule for said Principal Payment Date ("Original Installment Share") and the denominator of which is the sum of all remaining Original Installment Shares for Principal Payment Dates falling on or after such date, such amounts repayable to be adjusted, as necessary, to deduct any amounts referred to in paragraph 4 of this Schedule, to which a Currency Conversion applies. 3. Amounts of the Loan withdrawn within two calendar months prior to any Principal Payment Date shall, for the purposes solely of calculating the principal amounts payable on any Principal Payment Date, be treated as withdrawn and outstanding on the second Principal Payment Date following the date of withdrawal and shall be repayable on each Principal Payment Date commencing with the second Principal Payment Date following the date of withdrawal. -14-

16 Notwithstanding the provisions of sub-paragraph of this paragraph, if at any time the Bank adopts a due date billing system under which invoices are issued on or after the respective Principal Payment Date, the provisions of such subparagraph shall no longer apply to any withdrawals made after the adoption of such billing system. 4. Notwithstanding the provisions of paragraphs 1 and 2 of this Schedule, upon a Currency Conversion of all or any portion of the Withdrawn Loan Balance to an Approved Currency, the amount so converted in the Approved Currency that is repayable on any Principal Payment Date occurring during the Conversion Period, shall be determined by the Bank by multiplying such amount in its currency of denomination immediately prior to the Conversion by either: (i) the exchange rate that reflects the amounts of principal in the Approved Currency payable by the Bank under the Currency Hedge Transaction relating to the Conversion; or (ii) if the Bank so determines in accordance with the Conversion Guidelines, the exchange rate component of the Screen Rate. 5. If the Withdrawn Loan Balance is denominated in more than one Loan Currency, the provisions of this Schedule shall apply separately to the amount denominated in each Loan Currency, so as to produce a separate amortization schedule for each such amount. -15-

17 APPENDIX Section I. Definitions 1. "Acceleration Program" means the Borrower's Program referred to in Part 1 (d) of the Project in Schedule 1 to this Agreement. 2. "Advisory Board" means the unit established under Section 1.A.4 of Schedule 2 to this Agreement. 3. "Anti-Corruption Guidelines" means the "Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants", dated October 15, 2006 and revised in January "Caribbean Institute of Media and Communication" means the mass communication department or unit, established within the University of the West Indies or its legal successor thereto. 5. "Category" means a category set forth in the table in Section IV of Schedule 2 to this Agreement. 6. "Consultant Guidelines" means the "Guidelines: Selection and Employment of Consultants under IBRD Loans and IDA Credits and Grants by World Bank Borrowers" dated January "Creative Production and Training Centre" means the media training and production company, established and operating pursuant to the Borrower's Companies Act, 2004 or its legal successor thereto. 8. "Development Bank of Jamaica" and "DBJ" means the bank established and operating pursuant to the Borrower's Companies Act 2004 or its legal successor thereto. 9. "DBJ MOU" means a Memorandum of Understanding between the Borrower and DBJ referred to in Section 1.B.3 of Schedule 2 to this Agreement. 10. "Early Stage Company" means a company that has a product or service that is still being tested or developed. 11. "Early Stage Investment" means the capital injection into the product or service that is still being tested or developed by an Early Stage Company. 12. "Edna Manley College of Visual and Performing Arts" means the tertiary institution, established and operating under the Borrower's Education Act, 1982 or its legal successor thereto. 13. "General Conditions" means the "International Bank for Reconstruction and Development General Conditions for Loans", dated March 12,

18 14. "Human Employment and Resource Training Trust/National Training Agency" or "HEART Trust/NTA" means the statutory body established and operating under the Borrower's Human Employment and Resource Training Act, 1982 or its legal successor thereto. 15. "Jamaica Angel Investor Network" means a group of individuals who provide capital for a business startup, usually in exchange for convertible debt or ownership equity. 16. "JAMPRO" means the Jamaica Promotions Corporation, a statutory body established and operating under the Jamaica Promotions Corporation Act, 1990, to promote business opportunities in export and investment to the local and international private sector or its legal successor thereto. 17. "JNBSF" means the Jamaica National Building Society Foundation, a non-profit organization, established and operating pursuant to the Borrower's Companies Act, 2004 or its legal successor thereto. 18. "JNBSF MOU" means a Memorandum of Understanding between the Borrower and JNBSF referred to in Section 1.B.3 (i) of Schedule 2 to this Agreement. 19. "LIME" means Cable and Wireless Jamaica Limited trading as Landline, Internet, Mobile and Entertainment (LIME) a telecommunications company established and operating pursuant to the Borrower's Companies Act, 2004 or its legal successor thereto. 20. "LIME MOU" means the Memorandum of Understanding between the Borrower and LIME referred to in Section 1.B.3 (ii) of Schedule 2 to this Agreement. 21. "MIIC" means the Borrower's Ministry of Industry Investment and Commerce or its legal successor thereto. 22. "MOE" means the Borrower's Ministry of Education or its legal successor thereto. 23. "MOF"' means the Borrower's Ministry of Finance and Planning or its legal successor thereto. 24. "MOU" means the DBJ MOU, JNBSF MOU, LIME MOU or Oasis5OO MOU referred to in Section 1.B.3 of Schedule 2 to this Agreement. 25. "MSTEM" means the Borrower's Ministry of Science, Technology, Energy and Mining or its legal successor thereto. 26. "MYC" means the Borrower's Ministry of Youth and Culture or its legal successor thereto. 27. "Oasis500" means the investment company established and operating pursuant to the Companies Law of the Hashemite Kingdom of Jordan, 1997 or its legal successor thereto. -17-

19 28. "Oasis500 MOU" means an MOU entered into between the Borrower and Oasis5OO and referred to in Section 1.B.3 (iii) of Schedule 2 to this Agreement. 29. "Operating Costs" means the PIU's and Startup Jamaica's reasonable incremental expenses arising under the Project, and consisting of expenditures for equipment maintenance and operations, travel costs (including transportation, fuel, lodging and per diem), communication and insurance costs, office administration costs, advertising expenses, administrative support staff but excluding the salaries of the Borrower's civil servants. 30. "PIOJ" means the Planning Institute of Jamaica, a statutory body established and operating pursuant to the Planning Institute of Jamaica Act, 1984 or its legal successor thereto. 31. "Pre-purchase and Equity Crowd Funding Platforms" means an investment provided by an investor to a startup company in return for first option privileges on the product derived from the investment. 32. "Procurement Guidelines" means the "Guidelines: Procurement of Goods, Works and Non-consulting Services under IBRD Loans and IDA Credits and Grants by World Bank Borrowers" dated January "Procurement Plan" means the Borrower's procurement plan for the Project, dated April 2, 2014 and referred to in paragraph 1.18 of the Procurement Guidelines and paragraph 1.25 of the Consultant Guidelines, as the same shall be updated from time to time in accordance with the provisions of said paragraphs. 34. "Project Implementation Unit" or "PIU" means the entity within the Borrower's MSTEM charged with executing the functions and responsibilities under the Project as set forth in the Project Operations Manual and referred to in Section I.A.2 of Schedule 2 to this Agreement. 35. "Project Operations Manual" means the manual including all appendices and schedules thereto, satisfactory to the Bank, dated April 2, 2014 and adopted by the Borrower, setting forth the policies and procedures that apply to the carrying out of the Project, which include, inter alia: the roles and responsibilities of each of the agencies or entities involved in Project implementation; the staffing requirements for the Project; (c) the estimated implementation schedule; (d) procedures for accessing, disbursing and accounting for funds under the Project; (e) guidelines for the Research Grant scheme and a model Research Grant Agreement; (f) guidelines for the Scholarships scheme including a model Scholarship Agreement and a model written undertaking for the Selected Training Institutions acceptance of compliance with the Bank's Anti-corruption Guidelines; (g) the indicators to be used in the monitoring and evaluation of the Project; (h) procedures for Project monitoring, supervision and evaluation, including the format and content of the Project Reports; and (i) procurement and financial management procedures, as the same may be amended from time to time with the prior written approval of the Bank. -18-

20 36. "Project Steering Committee" means the committee referred to in Section 1.A.3 of Schedule 2 to this Agreement. 37. "Research Grant" means such portion of the loan proceeds as are made available to a Research Grant Beneficiary to carry out selected innovative IT applications with commercial potential. 38. "Research Grant Agreement" means the agreements referred to in Section I.B.4 of Schedule 2 to this Agreement. 39. "Research Grant Beneficiary" means a researcher who has been selected to receive a Research Grant under Part 4 of the Project in accordance with the Project Operations Manual. 40. "Royalty-based Equity Loans" means funds provided by investors against the company's future revenue stream with a more flexible repayment schedule than a regular loan. 41. "Selected Training Institutions" means the Creative Production and Training Centre, the Human Employment and Resource Training/National Training Agency, the Edna Manley College of Visual and Performing Arts, University of the West Indies/Caribbean Institute of Media and Communication and any other institution agreed with the Bank. 42. "Scholarship" means a grant made out of the proceeds of the Loan to a Scholarship Beneficiary, ranging from $500 to $1500 to finance agreed training at a Selected Training Institution under Part 1 (g) of the Project and in accordance with the Project Operations Manual. 43. "Scholarship Beneficiary" means an adolescent and youth who has been selected to receive a Scholarship, on the basis of selection criteria and terms and conditions described in the Project Operations Manual. 44. "Scholarship Agreement" means any of the agreements referred to in Section 1.B.2 (iii) of Schedule 2 to this Agreement. 45. "Startup Jamaica" means the hub to be established for the Acceleration Program and other activities for startup companies participating in the Project and established under Part 2 of the Project. 46. "Startup Jamaica Management Team" means the team established to manage Startup Jamaica and its activities under Section 1.A.5 of Schedule 2 to this Agreement. 47. "Training Costs" means the reasonable costs associated with the training, workshop and study tour participation of personnel involved in Project activities, including the cost of travel and subsistence for training, workshop and study tour participants, costs associated with securing the services of trainers, rental of training and workshop facilities, preparation and reproduction of training and workshop materials, and other costs directly related to training course, workshop or study tour preparation and implementation (but excluding costs of consulting services). -19-

21 48. "University of the West Indies" means the regional tertiary institution established and operating under the Royal Charter, 1949 or its legal successor thereto. 49. "2D Animation Training Program" means a program designed to develop skills and competencies in the creation of moving pictures in a two-dimensional environment. 50. "3D Animation Training Program" means a program designed to develop skills and competencies in the creation of moving pictures in a three-dimensional environment. -20-