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CONFORMED COPY Public Disclosure Authorized CREDIT NUMBER 3917 BD Development Credit Agreement Public Disclosure Authorized (Enterprise Growth and Bank Modernization Project) between PEOPLE’S REPUBLIC OF BANGLADESH and Public Disclosure Authorized INTERNATIONAL DEVELOPMENT ASSOCIATION Dated June 23, 2004 Public Disclosure Authorized 2 CREDIT NUMBER 3917 BD DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated June 23, 2004, between PEOPLE’S REPUBLIC OF BANGLADESH (the Borrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association). WHEREAS (A) the Association has received a letter, dated May 12, 2004, from the Borrower describing a program of actions, objectives and policies designed to strengthen the Borrower’s banking sector (the Program), and declaring the Borrower’s commitment to the execution of the Program; (B) the Borrower, having satisfied itself as to the feasibility and priority of the Project described in Schedule 2 to this Agreement, has requested the Association to assist in the financing of the Project; (C) the Borrower intends to obtain from the United Kingdom Department for International Development (DFID) a grant in an amount equivalent to fifty million Sterling Pound (GBP 50,000,000) (the DFID Grant), to be administered by the Association, to assist in financing part of the Project on the terms and conditions set forth in an agreement to be entered into for such purposes (the DFID Grant Agreement); (D) Part A of the Project will be carried out by the Bangladesh Bank with the Borrower’s assistance and, as part of such assistance, the Borrower will make part of the proceeds of the credit provided for in Article II of this Agreement (the Credit) available to Bangladesh Bank, as set forth in this Agreement; and WHEREAS (E) 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 and in the agreement of even date herewith between the Association and Bangladesh Bank (the Project 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 (as amended through October 6, 1999), (the General Conditions), constitute an integral part of this Agreement. - 2 - 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) “Administrative Agreement” means the agreement to be entered into between the Borrower and Bangladesh Bank pursuant to Section 3.01(c) of this Agreement, as the same may be amended from time to time, and such term includes all schedules to the Administrative Agreement; (b) “Bangladesh Bank” means the Borrower’s central bank established and operating under the Borrower’s Bangladesh Bank Order, 1972 (P.O. No. 127 of 1972) for the purpose of carrying out the business of central banking; (c) “BSCIC” means Bangladesh Small and Cottage Industries Corporation, within the Borrower’s Ministry of Industry (MOI); (d) “Beneficiary Enterprises” means any enterprise to which a PFI (as hereinafter defined) has provided or will provide a Subloan, and which enters into a Subloan Agreement with a PFI for an Investment Project; (e) “BEPZA” means Bangladesh Export Processing Zone Authority; (f) “BOI” means the Borrower’s Board of Investment; (g) “EMP” means each environmental management plan prepared by PC (as hereinafter defined), for the purpose of the Project; (h) “Finance Division” or “FD” means the Finance Division of MOF (as hereinafter defined); (i) “Financial Monitoring Report” or “FMR” means each report prepared in accordance with Section 4.02 of this Agreement; (j) “FY” or “fiscal year” means the fiscal year of the Borrower, commencing July 1 and ending June 30 of each year; (k) “Indicators” means indicators referred to in Schedule 6 to this Agreement; (l) “Investment Project” means: (i) a new specific development project; and (ii) an expansion of an existing project, to be carried out by a Beneficiary utilizing the proceeds of a Subloan; (m) “MOF” means the Borrower’s Ministry of Finance; - 3 - (n) “NCBs” means the Borrower’s nationalized commercial banks as set out in Bangladesh Banks (Nationalization) Order, 1972 (P.O. No. 26 of 1972) and include for purposes of this Agreement, Sonali Bank, Janata Bank, Agrani Bank and Rupali Bank; (o) “Participation Agreement” means the agreement to be entered into between Bangladesh Bank and each Participating Financial Institution (as hereinafter defined) pursuant to Section 2.02 of the Project Agreement for Part A of the Project; (p) “Participating Financial Intermediaries” or “PFI” means, inter alia, the BASIC Bank, BRAC Bank, MIDAS Financing, Islamic Bank, Dhaka Bank and Prime Bank, or any other financial institution that meets the eligibility criteria as set out in Part A of Schedule 1 to the Project Agreement; (q) “PFI Subsidiary Loan” means the loan provided by Bangladesh Bank to a PFI; (r) “PC” means the Privatization Commission; (s) “PCU” means the Project Coordination Unit, within the Finance Division of the MOF referred to in paragraph 2 of Schedule 4 to this Agreement; (t) “PMO” means the Borrower’s Prime Minister’s Office; (u) “Procurement Regulations” means the Borrower’s Procurement Regulations of October 1, 2003, acceptable to the Association, published in the Borrower’s Gazette, and which is to be observed in the carrying out of the Project; (v) “Project Agreement” means the agreement between the Association and Bangladesh Bank of even date herewith, as the same may be amended from time to time, and such term includes all schedules and agreements supplemental to the Project Agreement; (w) “SME” means small and medium enterprises; (x) “Special Account” means the account referred to in Section 2.02(b) of this Agreement, and described in the Circular dated September 2, 1991, as revised on May 4, 1992 and December 24, 1992, of the Finance Division of the Borrower’s Ministry of Finance entitled “Procedures for Operation of Convertible Taka Special Account (CONTASA) of IDA-Aided Development Projects Under Government-Departments, Autonomous, Semi-Autonomous Bodies,” as such Circular may be amended from time to time in agreement with the Association; (y) “SOE” means state-owned enterprises, enterprises owned by the Borrower; - 4 - (z) “Subloan” means a loan, including lease financing, made or proposed to be made by a PFI to a Beneficiary Enterprise out of the equivalent of the proceeds of the Credit provided to it by Bangladesh Bank; and (aa) “Taka” or “Tk” means the currency of the Borrower. 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 one hundred seventy two million three hundred thousand Special Drawing Rights (SDR 172,300,000). Section 2.02. (a) The amount of the Credit may be withdrawn from the Credit Account in accordance with the provisions of Schedule 1 to this Agreement for: (i) amounts paid (or, if the Association shall so agree, amounts to be paid) by Bangladesh Bank on account of withdrawals made by a Beneficiary under a Subloan, to meet the reasonable cost of goods and services required for the Investment Project under Part A of the Project in respect of which the withdrawal from the Credit Account is requested; and (ii) expenditures made (or if the Association shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Project and to be financed out of the proceeds of the Credit. (b) The Borrower may, for the purposes of the Project, open and maintain in Taka a special deposit account (MOF Special Account) in a commercial bank on terms and conditions satisfactory to the Association, including appropriate protection against set-off, seizure or attachment. Deposits into, and payments out of, the Special Account shall be made in accordance with the provisions of Schedule 5 to this Agreement. Section 2.03. The Closing Date shall be November 30, 2009, or such later date as the Association shall establish. The Association shall promptly notify the Borrower of such later date. 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 - 5 - 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.