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CONFORMED COPY 
 
CREDIT NUMBER 4215-SE 
 
Financing Agreement 
 
(OMVS Felou Hydroelectric Project) 
 
between 
 
REPUBLIC OF SENEGAL 
 
and 
 
INTERNATIONAL DEVELOPMENT ASSOCIATION 
 
Dated September 13, 2006  
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CREDIT NUMBER 4215 -SE 
FINANCING AGREEMENT 
AGREEMENT dated September 13, 2006, between REPUBLIC OF SENEGAL 
(
“Recipient”) and INTERNATIONAL DEVELOPMENT ASSOCIATION 
(“Association”).  The Recipient and the Association hereby agree as follows: 
ARTICLE I 
—
GENERAL CONDITIONS; DEFINITIONS 
1.01. 
The General Conditions (as defined in the Appendix to this Agreement) 
constitute an integral part of this Agreement. 
1.02. 
Unless the context requires otherwise, the capitalized terms used in the Financing 
Agreement have the meanings ascribed to them in the General Conditions or in 
the Appendix to this Agreement.  
ARTICLE II — FINANCING 
WHEREAS: 
(A) 
The Recipient has requested that the Association support the execution of 
the Program through a series of financings over a period of 
approximately seven years to be utilized by the Recipient in the 
implementation of the Program; 
(B) 
The Recipient, having satisfied itself as to the feasibility and priority of 
the Project described in Schedule 1 to the Project Agreement, has 
requested the Association to assist in the financing of the Project;  
(C) 
the Islamic Republic of Mauritania (Mauritania), and the Republic of 
Mali (Mali) have also requested the Association to assist in the financing 
of the Project and by agreements of even date herewith between 
Mauritania, and Mali respectively, and the Association (the Mauritania 
Financing Agreement, and the Mali Financing Agreement), the 
Association is agreeing to provide such assistance in an amount 
equivalent to SDR 16,900,000, and SDR 16,900,000 respectively; and 
(D) 
Pursuant to an agreement of even date herewith the 
Société de Gestion de 
l’Energie de Manantali (SOGEM)
,
the High Commission of OMVS 
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(OMVS/HC), and the Association, the Project will be carried out by 
SOGEM and OMVS/HC with the assistance of the Recipient, 
Mauritania, and Mali and, as part of such assistance, the Recipient will 
make available to SOGEM and OMVS/HC the proceeds of the Financing 
as provided in this Agreement, and Mauritania, and Mali will make 
available to SOGEM and OMVS/HC the proceeds of the financings 
provided for in the Mauritania Financing Agreement, and in the Mali 
Financing Agreement, respectively, in accordance with the terms of said 
agreements. 
2.01. 
The Association agrees to extend to the Recipient, on the terms and conditions 
set forth or referred to in this Agreement, a credit in an amount equivalent to 
sixteen million and nine hundred thousand Special Drawing Rights 
(SDR 16,900,000)  (
“Credit”) to assist in financing the project described in 
Schedule 1 to the Project Agreement (“Project”). 
2.02. 
The Recipient may withdraw the proceeds of the Financing in accordance with 
Section II of Schedule I to this Agreement.
 
2.03. 
The Maximum Commitment Charge Rate payable by the Recipient on the 
Unwithdrawn Financing Balance shall be one-half of one percent (1/2 of 1%) per 
annum. 
2.04 
The Service Charge payable by the Recipient on the Withdrawn Credit Balance 
shall be equal to three-fourths of one percent (3/4 of 1%) per annum. 
2.05. 
The Payment Dates are January 15 and July 15 in each year. 
2.06. 
The principal amount of the Credit shall be repaid in accordance with repayment 
schedule set forth in Schedule 2 to this Agreement. 
2.07. 
The Payment Currency is the EURO. 
ARTICLE III 
—
PROJECT
 
3.01. 
The Recipient declares its commitment to the objectives of the Project and the 
Program.  To this end, the Recipient shall cause the Project to be carried out by 
the Project Implementing Entity in accordance with the provisions of Article IV 
of the General Conditions. 
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3.02. 
Without limitation upon the provisions of Section 3.01 of this Agreement, and 
except as the Recipient and the Association shall otherwise agree, the Recipient 
shall ensure that the Project is carried out in accordance with the provisions of 
Schedule I to this Agreement and with the provisions of Schedule 2 to the Project 
Agreement. 
ARTICLE IV 
—
REMEDIES OF THE ASSOCIATION
 
4.01. 
The Additional Events of Suspension consist of the following: 
(a) 
A situation has arisen which shall make it improbable that the Program, 
or a significant part thereof, will be carried out; 
(b) 
The Project Implementing En
tities’ Legislation has been amended, 
suspended, abrogated, repealed or waived so as to affect materially and 
adversely the ability of the Project Implementing Entities to perform any 
of its obligations under the Project Agreement; and  
(c) 
(i) subject to subparagraph (ii) of this paragraph, the right of Mauritania, 
or Mali to withdraw the proceeds of the financings made available to 
them under the Mauritania Financing Agreement, and / or the Mali 
Financing Agreement, respectively, shall have been suspended, canceled 
or terminated in whole or in part, pursuant to the terms of said 
agreements; and (ii) subparagraph (i) of this paragraph shall not apply if 
adequate funds for the Project are available to SOGEM from other 
sources on terms and conditions consistent with the obligations of the 
Project Agreement.  
4.02. 
The Additional Event of Acceleration consists of the following: 
The event specified in Section 4.01
 
of this Agreement occurs and is continuing 
for a period of 30
 
days after notice of the event has been given by the Association 
to the Recipient. 
ARTICLE V 
—
EFFECTIVENESS; TERMINATION 
5.01. 
The Additional Conditions of Effectiveness consist of the following: 
(a) 
The Subsidiary Agreements, in form and substance satisfactory to the 
Association, have been duly executed on behalf of the Recipient and the 
Project Implementing Entities. 
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(b) 
The conditions precedent to the effectiveness of the Mauritania 
Financing Agreement, and the Mali Financing Agreement, other than the 
fulfillment of the conditions precedent to the effectiveness of this 
Agreement, have been satisfied; 
(c) 
The Project Implementing Entities have hired an external auditor with 
qualifications, experience and terms of reference acceptable to the 
Association. 
(d) 
The Project Implementing Entities have submitted to the Association: (i) 
bidding documents, in form and substance acceptable to the Association, 
for the Design-Build contract to be entered into for Component 2 of the 
Project; and (ii) a draft contract, in form and substance acceptable to the 
Association, for the consulting services required under Component 2 (b) 
of the Project. 
5.02. 
The Additional Legal Matter consists of the following: 
The Subsidiary Agreements have been duly authorized or ratified by the 
Recipient and the Project Implementing Entities and is legally binding upon the 
Recipient and the Project Implementing Entities in accordance with its terms. 
5.03. 
The Effectiveness Deadline is the date ninety (90) days after the date of this 
Agreement. 
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ARTICLE VI 
—
REPRESENTATIVE; ADDRESSES
 
6.01. 
The Recipient’s Representative is the Minister at the time responsible for finance 
and economy.  The Director General of SOGEM, and any person whom he or she 
shall designate in writing, is also designated as representative of the Recipient for 
purposes of taking any action required or permitted to be taken under the 
provisions of Section 2.02 of this Agreement. 
6.02. 
The Recipient’s Address is: 
 
Ministry of Economy and Finance  
 
Rue René N'diaye 
B.P. 4017 
Dakar 
Senegal 
Cable: 
  Telex: 
  Facsimile: 
221-821-1630 
6.03. 
The Association’s Address is: 
 International 
Development 
Association 
 
1818 H Street, N.W. 
Washington, D.C. 20433 
 
United States of America 
 Cable: 
  Telex: 
  Facsimile: 
 INDEVAS 
 248423 
(MCI) 
or 1-202-477-6391 
 
Washington, D.C. 
  64145 (MCI) 
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AGREED at Dakar, Republic of Senegal, as of the day and year first above 
written. 
 
REPUBLIC OF SENEGAL 
 
By: 
   
 
/s/ Cheikh Hadjibou Soumaré 
Authorized Representative 
 
INTERNATIONAL DEVELOPMENT ASSOCIATION 
 
By: 
 
 
 
 
  /s/ Madani M. Tall 
Authorized Representative 
 
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SCHEDULE I 
Project Execution 
Section I. 
Subsidiary Financing; Institutional and Other Arrangements
A. Subsidiary 
Agreements
 
1.
 
To facilitate the carrying out of the Project, the
 
Recipient shall make the proceeds 
of the Financing available to the Project Implementing Entities under subsidiary 
agreements between the Recipient and the Project Implementing Entities, under 
terms and conditions approved by the Association
 (“Subsidiary Agreements”), 
which shall include for SOGEM, on-lending terms including an interest rate of 
4.5 percent per year, and a repayment period of twenty years, including a grace 
period of five years. 
2. 
The Recipient shall exercise its rights under the Subsidiary Agreements in such 
manner as to protect the interests of the Recipient and the Association and to 
accomplish the purposes of the Financing.  Except as the Association shall 
otherwise agree, the Recipient shall not assign, amend, arrogate
 
or waive the 
Subsidiary Agreements of any of the provisions thereof. 
Section II. 
Withdrawal of the Proceeds of the Financing
A. General 
1. 
The Recipient may withdraw the proceeds of the Financing in accordance with 
the provisions of Article II of the General Conditions and of this Section and 
such additional instructions as the Bank may specify by notice to the Recipient, 
to: (a) repay the Project Preparation Advance in accordance with Section 2.07 of 
the General Conditions; and (b) 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 Financing (“Category”), the allocations of the 
amounts of the Financing to each Category, and the percentage of expenditures to 
be financed for Eligible Expenditures in each Category: 
 
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Categories
Credit Allocated 
in SDR 
equivalent
%
of expenditures 
to be financed
(1) 
Eligible Expenditures for the 
Design Build Contract 
under Component 1 of the 
Project 
9,300,000 100% 
(2) 
Consulting Services under 
Component 2 (b) of the 
Project
 
1,620,000 100% 
(3) 
Equipment and consulting 
Services under Component 3 
of the Project 
4,700,000 
100% of foreign 
expenditures and 100% of 
local expenditures all taxes 
excluded 
(4) 
Refinancing of Project 
Preparation Facility 
1,280,000  
 Total 
16,900,000 
======== 
 
B. 
Withdrawal Conditions; Withdrawal Period 
1.
 
Notwithstanding the provisions of Part A of this Section no withdrawal shall be 
made for payments made prior to the date of this Agreement.  
2.
 
The Closing Date is June 30, 2010. 
Section III
.
Other Undertakings
1. 
Not later than December 31, 2006, the Recipient shall cause SENELEC to 
establish a guarantee mechanism, acceptable to the Association, including an 
escrow account to backstop its payments obligations for electricity purchases 
from the OMVS power system. 
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SCHEDULE 2
 
Repayment Schedule 
Date Payment Due 
Principal Amount of the Credit 
repayable 
(expressed as a percentage)* 
On each January 15 and July 15: 
 
commencing July 15, 2016 to and including 
January 15, 2026 
1% 
commencing July 15, 2026 to and including 
January 15, 2046 
2% 
*The percentages represent the percentage of the principal amount of the Credit to be 
repaid, except as the Association may otherwise specify pursuant to Section 3.03 (b) of 
the General Conditions. 
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APPENDIX 
Definitions 
1. 
“Affected Persons” means persons who, on account of the execution of the 
Project, had or would have their: (i) standard of living adversely affected; or (ii) 
right, title, interest in any house, land (including premises, agricultural and 
grazing land) or any other fixed or movable asset acquired or possessed, 
temporarily or permanently; (iii) access to productive assets adversely affected, 
temporarily or permanently; or (iv) business, occupation, work or place of 
residence or habitat adversely affected; and “Affected Person” means any of the 
Affected Persons. 
2. 
“Category” means a category set forth in the table in Section II of Schedule I to 
this Agreement. 
3. 
“Consultant Guidelines” means the “Guidelines: Selection and Employment of 
Consultants by World Bank Borrowers” published by the Bank in May 2004. 
4. 
“ESMF” or “Environmental and Social Management Framework” means the 
Recipient’s document dated February 24, 2006 setting forth, 
inter alia
,
guidelines, procedures, timetable and other specifications designed to offset 
adverse environmental and social impacts related to Project activities, or to 
reduce them to acceptable levels, or to enhance positive impacts. 
5. 
“Financing Agreements” means this Agreement, the Mauritania Financing 
Agreement, and the Mali Financing Agreement. 
6. 
“General Conditions” means the “International Development Association 
General Conditions for Credits and Grants”, dated July 1, 2005. 
7. 
“OMVS” means the 
Organisation pour la Mise en Valeur du Fleuve Sénégal
,
established and operating pursuant to the OMVS Conventions.  
8. 
“OMVS Conventions” mean the Convention relative au 
Statut du Fleuve Sénégal
 
of March 11, 1972, the 
Convention portant Création de l'Organisation pour la 
Mise en Valeur du Fleuve Sénégal
 of March 11, 1972, the 
Convention relative au 
Statut Juridique des Ouvrages Communs
 of December 21, 1978, 
the Convention 
relative aux Modalités de Financement des Ouvrages Communs
 of May 12, 
1982, the 
Convention portant Création de la SOGEM 
of
January 7, 1997, all 
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among Mali, Mauritania and Sénégal, and the 
Traité d’Adhésion de la Guinée
 of 
March 16, 2006 among Mali, Mauritania, S
énégal, and Guinée. 
9. 
“OMVS Power System Operator” means 
Eskom Energie Manantali
.
10. 
“Procurement Guidelines” means the “Guidelines for Procurement under IBRD 
Loans and IDA Credits” published by the Bank in May 2004. 
11. 
“Procurement Plan” means the Recipient’s procurement plan for the Project, 
dated June 5, 2006 and referred to in paragraph 1.16 of the Procurement 
Guidelines and paragraph 1.24 of the Consultant Guidelines, as the same shall be 
updated from time to time in accordance with the provisions of said paragraphs. 
12. 
“Program” means the program designed to serve as the framework for policy 
reform, institutional development and investments in the energy sector as 
outlined in: (i) the ECOWAS Energy Protocol (“EEP”) adopted by the Authority 
of Heads of State and Government of ECOWAS under Decision A/DEC dated 
January 17, 2003; and (ii) the 
“
ECOWAS Revised Master Plan for the 
Generation and Transmission of Electrical Energy
”
;
adopted by the Authority of 
Heads of State and Government of ECOWAS under Decision A/Dec.7/01/05 
dated January 19, 2005. 
13. 
“Project Implementing Entities” means the SOGEM and OMVS/HC. 
14. 
“Project Implementing Entities’ Legislation” means the OMVS Conventions. 
15. 
“Project Preparation Advance” means the advance referred to in Section 2.07 of 
the General Conditions, granted by the Association to the Recipient pursuant to 
the letter agreement signed on behalf of the Association on April 18, 2005 and on 
behalf of the Recipient on May 4, 2005. 
16. 
“RAP” means Resettlement Action Plan dated February 24, 2006 for 
compensation payments to be made under the Project to Affected Persons. 
17. “SENELEC” 
means 
Société d’Electricité du Sénégal
.
18. 
“SOGEM” means 
Soci
été de l’Energie de Manantali
 operating pursuant to the 
OMVS Conventions, and any entity established to succeed SOGEM. 
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19. 
“Subsidiary Agreement” means the agreement referred to in Section 5.01 (a) of 
this Agreement pursuant to which the Recipient shall make the proceeds of the 
Financing available to the Project Implementing Entity; 
20. 
“WAPP” means the West Africa Power Pool, a cooperative mechanism for 
pooling the operations of the national power systems of ECOWAS member states 
into a unified regional electricity market, established pursuant to Decision 
A/Dec.8/12/01 of December 20-21, 2001. 
21. 
“WAPP Organization” means the specialized institution of ECOWAS, 
established pursuant to Decision A/Dec.18/01/06 of January 12, 2006 and 
Decision A/Dec.20/01/06 of January 12, 2006, whose mission is to promote 
technical cooperation and operational coordination among power utilities in 
ECOWAS member states. 
22. 
“WAPP Zone B OMVS Countries” means collectively Guinea, Mali, Mauritania 
and Senegal.