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CONFORMED COPY
CREDIT NUMBER 2975 IVC
Development Credit Agreement
(Commercial Debt Restructuring Program)
between
REPUBLIC OF COTE D’IVOIRE
and
INTERNATIONAL DEVELOPMENT ASSOCIATION
Dated September 2, 1997
CREDIT NUMBER 2975 IVC 
DEVELOPMENT CREDIT AGREEMENT 
AGREEMENT, dated September 2, 1997, between REPUBLIC OF COTE D’IVOIRE (the 
Borrower) and the INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association). WHEREAS  
(A)  the Borrower has established a medium-term adjustment program as described in the 
Policy Framework  Paper dated June 5, 1996 that is acceptable to the Association;
(B) 
the Borrower has formulated a debt management strategy satisfactory to 
the Association that: (i) includes a program for resolving the commercial debt problem 
of the Borrower in a comprehensive manner as set forth in the Term Sheet for the 1997 
Debt Restructuring dated January 23, 1997 issued by the Borrower (the Debt 
Restructuring Program), to be financed by funds to be provided by the Credit, the 
Facility (as defined below) and other available resources; (ii) provides for 
substantial relief from official bilateral creditors of the Borrower; and (iii) will 
materially enhance the Borrower’s growth and development prospects;  
(C)
at the request of the Borrower, the Association acting as Trustee of the 
Debt Reduction Facility for IDA-Only Countries (the Facility) is entering into a Grant 
Agreement of even date herewith (the Grant Agreement) with the Borrower to provide 
grant funding  from the Facility to the Borrower to assist in the financing of the 
Debt Restructuring Program; and 
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(D)
the Borrower has confirmed to the Association that it has received 
assurances from the Government of France of its intention to make available 
concessional financing to the Borrower through the Caisse Française de Développement 
in the amount of three hundred million French Francs (Ffr. 300,000,000) to assist in 
the financing of the Debt Restructuring Program (the “French Participation”); and
WHEREAS the Association has agreed, on the basis, inter alia, of the foregoing, 
to extend the Credit to the Borrower upon the terms and conditions set forth in this 
Agreement;
NOW THEREFORE the parties hereto hereby agree as follows: 
ARTICLE I 
General Conditions; Definitions 
Section 1.01. The “General Conditions Applicable to Development Credit 
Agreements” of the Association, dated January 1, 1985, with the modifications set 
forth in Schedule 3 to this Agreement (the General Conditions) constitute an integral 
part of this Agreement.
Section 1.02. Unless the context otherwise requires, the several terms defined 
in the General Conditions and in the Preamble to this Agreement have the respective 
meanings therein set forth and the following additional terms have the following 
meanings: 
(a)
“Closing Agent” or “Reconciliation Agent” means Banque Nationale de 
Paris, the closing agent appointed by Côte d’Ivoire under the Exchange Agreement;  
(b)
“Creditors” means the holders of Eligible Debt that are signatories to 
the Exchange Agreement; 
(c)
“Debt Purchase” means the purchase with cash of Eligible Debt by Côte 
d’Ivoire pursuant to the Exchange Agreement; 
(d)
“Debt Reduction Agreements” means (i) the Exchange Agreement and  (ii) 
the Bonds, the Collateral Pledge Agreement, the Escrow Agreement and the Fiscal Agency 
Agreement, as defined in the Exchange Agreement; 
(e)
“Eligible Debt” means any or all of the indebtedness of Côte d’Ivoire 
possessing the characteristics stipulated in the Exchange Agreement which is eligible 
for purchase with cash under the terms thereof; and
(f)
“Exchange Agreement” means the agreement dated May 6, 1997 between Côte 
d’Ivoire and the Creditors providing for the implementation of the Debt Restructuring 
Program including, inter alia, for the exchange by those Creditors of their Eligible 
Debt or a portion thereof for cash in accordance with the terms of the Exchange 
Agreement. 
ARTICLE II 
The Credit 
Section 2.01. The Association agrees to lend to the Borrower, on the terms and 
conditions set forth or referred to in the Development Credit Agreement, an amount in 
various currencies equivalent to thirty-six million Special Drawing Rights 
(SDR 36,000,000). 
Section 2.02. The amount of the Credit may be withdrawn from the Credit Account 
in accordance with the provisions of Schedule 1 to this Agreement for expenditures 
made (or, if the Association shall so agree, to be made) in respect of the Debt 
Purchase  and to be financed out of the proceeds of the Credit. 
Section 2.03. The Closing Date shall be March 31, 1998 or such later date as the 
Association shall establish.  The Association shall promptly notify the Borrower of 
such later date.
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Section 2.04. (a) The Borrower shall pay to the Association a commitment charge 
on the principal amount of the Credit not withdrawn from time to time at a rate to be 
set by the Association as of June 30 of each year, but not to exceed the rate of 
one-half of one percent (1/2 of 1%) per annum.
(b)
The commitment charge shall accrue: (i) from the date sixty days after 
the date of this Agreement (the accrual date) to the respective dates on which amounts 
shall be withdrawn by the Borrower from the Credit Account or canceled; and (ii) at 
the rate set as of the June 30 immediately preceding the accrual date and at such 
other rates as may be set from time to time thereafter pursuant to paragraph (a) 
above. The rate set as of June 30 in each year shall be applied from the next date in 
that year specified in Section 2.06 of this Agreement.
(c)
The commitment charge shall be paid: (i) at such places as the 
Association shall reasonably request; (ii) without restrictions of any kind imposed 
by, or in the territory of, the Borrower; and (iii) in the currency specified in this 
Agreement for the purposes of Section 4.02 of the General Conditions or in such other 
eligible currency or currencies as may from time to time be designated or selected 
pursuant to the provisions of that Section. 
Section 2.05. The Borrower shall pay to the Association a service charge at the 
rate of three-fourths of one percent (3/4 of 1%) per annum on the principal amount of 
the Credit withdrawn and outstanding from time to time. 
Section 2.06. Commitment charges and service charges shall be payable 
semiannually on January 1 and July 1 in each year. 
Section 2.07. (a) Subject to paragraphs (b), (c) and (d) below, the Borrower 
shall repay the principal amount of the Credit in semi-annual installments payable on 
each January 1 and July 1 commencing January 1, 2008 and ending July 1, 2037.  Each 
installment to and including the installment payable on  July 1, 2017 shall be one 
percent (1%) of such principal amount, and each installment thereafter shall be two 
percent (2%) of such principal amount.
(b)
Whenever (i) the Borrower's per capita gross national product (GNP), as 
determined by the Association, shall have exceeded for three consecutive years  the 
level established annually by the Association for determining eligibility to access 
the Association's resources; and (ii) the Bank shall consider the Borrower 
creditworthy for Bank lending, the Association may, subsequent to the review and 
approval thereof by the Executive Directors of the Association and after due 
consideration by them of the development of the Borrower's economy, modify the 
repayment of installments under paragraph (a) above by: (A) requiring the Borrower to 
repay twice the amount of each such installment not yet due until the principal amount 
of the Credit shall have been repaid; and (B) requiring the Borrower to commence 
repayment of the principal amount of the Credit as of the first semiannual payment 
date referred to in paragraph (a) above falling six months or more after the date on 
which the Association notifies the Borrower that the events set out in this paragraph 
(b) have occurred,   provided, however, that there shall be a grace period of a 
minimum of five years on such repayment of principal.
(c)
If so requested by the Borrower, the Association may revise the 
modification referred to in paragraph (b) above to include, in lieu of some or all of 
the increase in the amounts of such installments, the payment of interest at an annual 
rate agreed with the Association on the principal amount of the Credit withdrawn and 
outstanding from time to time, provided that, in the judgment of the Association, such 
revision shall not change the grant element obtained under the above-mentioned 
repayment modification. 
(d)
If, at any time after a modification of terms pursuant to paragraph (b) 
above, the Association determines that the Borrower's economic condition has 
deteriorated significantly, the Association may, if so requested by the Borrower, 
further modify the terms of repayment to conform to the schedule of installments as 
provided in paragraph (a) above. 
Section 2.08. (a) If the Association shall have determined at any time that any 
amount of the Credit has not been used for the Debt Purchase required for the Project 
as set forth in Schedule 2 to this Agreement, the Association, at its option, may, by 
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notice to the Borrower, require the Borrower to repay, in advance of maturity, such 
portion of the principal amount of the Credit as the Association has determined has 
not been so used.
(b)
Prepayment of all or any portion of the Credit in accordance with 
paragraph (a) of this Section shall be made on a date and in the currency specified by 
the Association. 
Section 2.09. The currency of the French Republic is hereby specified for the 
purposes of Section 4.02 of the General Conditions. 
ARTICLE III 
Financial Covenants 
Section 3.01. (a) The Borrower shall maintain or cause to be maintained records 
and accounts adequate to reflect in accordance with sound accounting practices the 
payments made in respect of the Project and financed out of the proceeds of the 
Credit.
(b)
The Borrower shall: 
(i)
have the records and accounts referred to in paragraph 
(a) of this Section audited, in accordance with 
appropriate auditing principles consistently applied, 
by 
independent auditors acceptable to the Association;  
(ii)
furnish to the Association as soon as available, but in 
any case not later than six months after the Closing 
Date, 
the report of such audit by said auditors, of 
such scope and in 
such detail as the Association shall 
have reasonably requested; and 
(iii)
furnish to the Association such other information 
concerning said records and accounts and the audit 
thereof as the Association shall from time to time 
reasonably 
request.
(c)
For all expenditures with respect to which withdrawals from the Credit 
Account were made on the basis of statements of expenditure, the Borrower shall: 
(i)
maintain or cause to be maintained, in accordance with 
paragraph (a) of this Section, records and accounts 
reflecting such expenditures; 
(ii)
retain, until at least one year after the Association 
has received the audit report referred to in paragraph 
(b) of 
this Section, all records (contracts, orders, 
invoices, bills, 
receipts and other documents) 
evidencing such expenditures; 
(iii)
enable the Association’s representatives to examine 
such records; and 
(iv)
ensure that such records and accounts are included in 
the audit referred to in paragraph (b) of this Section 
and 
that the report of such audit contains a separate 
opinion by said 
auditors as to whether the statements 
of expenditure submitted, 
together with the procedures 
and internal controls involved in their 
preparation, 
can be relied upon to support the related 
withdrawals. 
ARTICLE IV 
Other Covenants
Section 4.01. Without limitation or restriction upon the provisions of  Section 
9.01 of the General Conditions, the Borrower shall promptly provide or cause to be 
provided to the Association copies of all notices, certificates, reports and other 
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documentation prepared or received by or on behalf of the Borrower in connection with 
the Debt Restructuring Program as the Association shall request.
ARTICLE V 
Remedies of the Association
Section 5.01.  Pursuant to Section 6.02 (h) of the General Conditions, the 
following additional events are specified: 
(a)
the Borrower shall have failed to perform any of its obligations under 
the Grant Agreement; or 
(b)
the right of the Borrower to withdraw proceeds of any financing (other 
than that provided hereunder) provided for the Debt Restructuring Program shall have 
been suspended, canceled or terminated. 
ARTICLE VI 
Effective Date; Termination
Section 6.01. The following events are specified as additional conditions to the 
effectiveness of the Development Credit Agreement within the meaning of Section 12.01 
(b) of the General Conditions: 
(a)
the Borrower's macroeconomic policy framework continues to be acceptable 
to the Association; 
(b)
the Association shall have received evidence satisfactory to it 
establishing that (i) the Exchange Agreement and the forms of the other Debt Reduction 
Agreements and all related agreements are in form and substance satisfactory to the 
Association and (ii) the Exchange Agreement executed between the Borrower and each of 
the Creditors in respect of Eligible Debt is in full force and effect and to the best 
of the Borrower’s knowledge no party thereto has breached any of its obligations 
thereunder;
(c)
the Association shall have received evidence satisfactory to it of the 
availability of the French Participation and that adequate financing on grant or 
concessional terms for the implementation of the Debt Restructuring Program is 
available to the Borrower from other sources under terms and conditions and in an 
amount acceptable to the Association which, together with the Credit, the Grant, the 
French Participation and the amount to be provided by the Borrower from its own 
resources, will be adequate to finance the entire Debt Restructuring Program and all 
closing expenses; and
(d)
all conditions precedent to the effectiveness of the Grant Agreement, 
other than those related to the effectiveness of this Agreement,  have been fulfilled. 
Section 6.02. The date ninety (90) days after the date of this Agreement is 
hereby specified for the purposes of Section 12.04 of the General Conditions. 
ARTICLE VII 
Representative of the Borrower; Addresses 
Section 7.01. The Minister of the Borrower responsible for finance 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:
Ministry of Economy and Finance
BP V 125
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Abidjan
Republic of Côte d'Ivoire
Cable address: 
Telex:
MINFIN
23747 MINFIN
Abidjan
For the Association:
International Development Association
1818 H Street, N.W.
Washington, D.C. 20433
United States of America
Cable address: 
Telex:
INDEVAS
248423 (MCI) or
Washington, D.C.
 64145 (MCI)
IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized 
representatives, have caused this Agreement to be signed in their respective names in 
the District of Columbia, United States of America, as of the day and year first above 
written.
REPUBLIC OF COTE D’IVOIRE
By /s/ Moïse Koumoué Koffi 
Authorized Representative
INTERNATIONAL DEVELOPMENT ASSOCIATION
By /s/ Jean-Louis Sarbib 
Regional Vice President 
Africa
SCHEDULE 1 
Withdrawal of the Proceeds of the Credit 
1.
The table below sets forth the Categories of items to be financed out of the 
proceeds of the Credit, the allocation of the amounts of the Credit to each Category 
and the percentage of expenditures for items so to be financed in each Category:
 Amount of the
Credit Allocated
   % of
(Expressed in
Expenditures
Category
SDR Equivalent)
to be Financed
(1)
Debt Purchase
   36,000,000
100% of foreign
expenditures
TOTAL
   36,000,000
2.
For the purposes of this Schedule, the term "foreign expenditures" means 
expenditures in the currency of any country other than that of the Borrower for the 
Debt Purchase.
3.
Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be 
made: 
(a)
in respect of  payments made for expenditures prior to the date of this 
Agreement; and 
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(b)
unless the Association has received a certificate from the Borrower 
satisfactory to the Association establishing that (i) the Exchange Agreement remains 
in full force and effect and to the best of its knowledge no party thereto has 
breached any of its obligations thereunder, and (ii) the Borrower has no reason to 
believe that the conditions precedent to the performance by the parties of their 
obligations under the Exchange Agreement will not be satisfied. 
4.
Withdrawals may be made not earlier than four business days in advance of the 
closing date established under the Exchange Agreement provided that the funds so 
withdrawn are maintained until paid to Creditors for the Debt Purchase in a trust 
account with an independent trustee (or similar arrangement affording legal protection 
of the funds) acceptable to the Association, under procedures providing for the 
automatic refund to the Association of such funds in the event the conditions 
precedent to the performance of the Debt Reduction Agreements are not satisfied or the 
Debt Restructuring Program does not  for any reason proceed. 
5.
The Association may require withdrawals from the Credit Account to be made on 
the basis of statements of expenditure for expenditures for the Debt Purchase, under 
such terms and conditions as the Association shall specify by notice to the Borrower.
SCHEDULE 2 
Description of the Project 
The objective of the Project is to support the Debt Restructuring Program. 
Subject to such modifications thereof as the Borrower and the Association may agree 
upon from time to time to achieve such objective, the Project consists of the Debt 
Purchase. 
The Project is expected to be completed by October 31, 1997, except for the 
release of escrowed amounts in accordance with the Exchange Agreement.
SCHEDULE 3 
Modifications of General Conditions
For the purposes of this Agreement, the provisions of the General Conditions are 
modified as follows:
1.
The following provisions of the General Conditions are deleted:
(a) 
The last sentence of Section 3.02.
(b)
Section 5.02.
(c)
Section 5.04.
(d)
Section 5.08.
(e)
The phrase, “except that the Borrower may not so cancel any amount of the 
Credit in respect of which the Association shall have entered into a special 
commitment pursuant to Section 5.02” in Section 6.01.
(f)
Section 6.04.
(g)
Section 9.03.
(h)
Section 9.04.
(i)
Section 9.05.
(j)
Section 9.07.
(k)
Section 9.08.
2.
The second sentence of Section 5.01 is modified to read:
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“Except as the Association and the Borrower shall otherwise 
agree, 
no withdrawals shall be made for the purpose of any payment to 
persons or entities 
if such payment, to the knowledge of the 
Association, is prohibited by a 
decision of the United Nations 
Security Council taken under Chapter VII of 
the Charter of the United  Nations.”
3.
Section 5.03 shall be modified to read:
“Section 5.03.  Applications for Withdrawal When the Borrower 
shall 
so desire to withdraw any amount from the Credit Account, the 
Borrower shall  
deliver to the Association a written application in 
such form, and containing such 
statements and agreements, as the 
Association shall reasonably request.”
4.
Section 6.03 is modified to read:
“Section 6.03.  Cancellation by the Association
If (a) the right of the Borrower to make withdrawals from the Credit Account 
shall have been suspended with respect to any amount of the Credit for a continuous 
period of thirty days, or (b) at any time, the Association determines, after 
consultation with the Borrower, that an amount of the Credit will not be required to 
finance the Project’s costs to be financed out of the proceeds of the Credit, or (c) 
at any time, the Association determines, with respect to any Debt Purchase  to be 
financed out of the proceeds of the Credit, that corrupt or fraudulent practices were 
engaged in by representatives of the Borrower or of a beneficiary of the Credit with 
respect to such Debt Purchase, without the Borrower having taken timely and 
appropriate action satisfactory to the Association to remedy the situation, and 
establishes the amount of expenditures in respect of such Debt Purchase which would 
otherwise have been eligible for financing out of the proceeds of the Credit, or (d) 
after the Closing Date, an amount of the Credit shall remain unwithdrawn from the 
Credit Account, the Association may, by notice to the Borrower, terminate the right of 
the Borrower to make withdrawals with respect to such amount.  Upon the giving of such 
notice, such amount or portion of the Credit shall be cancelled.”
5.
Section 9.06 shall be modified to read:
“Section 9.06. Records and Reports
(a) The Borrower shall: (i) maintain records and procedures adequate to record 
and monitor the progress of the Debt Restructuring Program (including its cost and the 
benefits to be derived from it), to identify the payments financed out of the proceeds 
of the Credit, and to disclose their use in the Debt Restructuring Program; (ii) 
enable the Association’s representatives to examine the records and documents relevant 
to the performance of the obligations of the Borrower under the Development Credit 
Agreement; and (iii) furnish to the Association at regular intervals all such 
information as the Association shall reasonably request concerning the Debt 
Restructuring Program, its cost and, where appropriate, the benefits to be derived 
from it, the expenditure of the proceeds of the Credit and the payments financed out 
of the proceeds of the Credit. 
(b) Not later than six months after the Closing Date or such later date as may 
be agreed for this purpose between the Borrower and the Association, the Borrower 
shall prepare and furnish to the Association a report, of such scope and such detail 
as the Association shall reasonably request, on the carrying out of the Debt 
Restructuring Program, its cost and the benefits derived and to be derived from it, 
the performance by the Borrower of its obligations under the Development Credit 
Agreement and the accomplishment of the purposes of the Credit.