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CONFORMED COPY Public Disclosure Authorized CREDIT NUMBER 2221 MAI (Financial Sector and Enterprise Development Project) between Public Disclosure Authorized REPUBLIC OF MALAWI and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated June 24, 1991 CREDIT NUMBER 2221 MAI Public Disclosure Authorized DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated June 24,1991, between REPUBLIC OF MALAWI (the Borrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association). WHEREAS: (A) 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; (B) part of the Project will be carried out by Reserve Bank of Malawi (RBM) with the Borrower’s assistance and, as part of such assistance, the Borrower will make available to RBM part of the proceeds of the Credit as provided in this Agreement; 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 and in the Project Agreement of even date herewith between the Association and RBM; Public Disclosure Authorized 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 6 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) "RBM" means the Reserve Bank of Malawi, the Borrower’s Central Bank; (b) "INDEBANK" means Investment and Development Bank of Malawi Limited; (c) "MDC" means Malawi Development Corporation; (d) "Investment" means an investment, other than a Sub-loan or Lease Agreement, made or proposed to be made by a PFI out of the proceeds of the Credit in an Investment Enterprise for an Investment Project; (e) "Investment Enterprise" means an enterprise with which a PFI has signed a Lease Agreement, to which a PFI proposes to make or has made a Sub-loan or in which it proposes to make or has made an Investment; (f) "Investment Project" means a specific development project to be carried out by an Investment Enterprise under a Lease Agreement or utilizing the proceeds of a Sub-loan or Investment; (g) "Project Agreement" means the agreement between the Association and RBM, 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; (h) "PFI" or "Participating Financial Intermediary" means any one of the following: INDEBANK, the Commercial Bank of Malawi Limited, the National Bank of Malawi, the Leasing and Finance Company of Malawi Limited, and MDC or such other institution(s) as may be added from time-to-time by RBM on the basis of eligibility criteria satisfactory to the Association; (i) "PFI Agreement" means each of the loan agreements to be entered into by RBM and each of the PFI’s pursuant to Section 3.01(c) of this Agreement, whereby RBM will provide said PFI with funds for Sub-loans Lease Financing and Investments; (j) "Project Preparation Advance" means the project preparation advance granted by the Association to the Borrower pursuant to an exchange of letters dated April 25, 1990, May 22, 1990, October 23, 1990 and February 11, 199l between the Borrower and the Association; (k) "Special Account" means any of the accounts referred to in Section 2.02 (b), (c) and (d) of this Agreement; (l) "Statement of Policy" means the Borrower’s Investment Policy Statement on, inter alia, taxation, export, exchange control, investment protection, industrial land and investment adopted on January 12, 1991; (m) "Sub-loan" means a loan made or proposed to be made by a PFI out of the proceeds of the Credit to an Investment Enterprise for an Investment Project; (n) "Lease Financing" or "Lease Agreement" means an agreement entered into by a PFI and an Investment Enterprise whereby the PFI leases to the Investment Enterprise an Investment Project financed from the proceeds of the Credit, against the payment of rent, for periods which, unless otherwise agreed by the Association, shall not exceed twelve years; (o) "RBM Agreement" means the agreement to be entered into between the Borrower and RBM pursuant to Section 3.01 (c) of this Agreement, as the same may be amended from time to time, and such term includes any schedules to the RBM Agreement; (p) "RBM Act" means the Reserve Bank of Malawi Act (Act. No. 8 of 1989); (q) "Reference Rate" means the rate determined by RBM from time to time, for on-lending by RBM to PFIs reflecting the prevailing average cost of term borrowings in the financial system; and (r) "MTIT" means the Borrower’s Ministry of Trade, Industry and Tourism. 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 twenty-two million three hundred thousand Special Drawing Rights (SDR 22,300,000). 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 RBM on account of withdrawals made by an Investment Enterprise under a Sub-Loan or Investment to meet the reasonable cost of goods and services required for the Investment 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 Part C of the Project and to be financed out of the proceeds of the Credit. (b) The Borrower shall, for the purposes of Category (1)(a) of the table in paragraph 1 of Schedule 1 to this Agreement, open and maintain in dollars a special deposit account (hereinafter referred to as Special Account A) 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. (c) The Borrower shall, for the purposes of Category (1)(b) of the table in paragraph 1 of Schedule 1 to this Agreement, open and maintain in dollars a special deposit account (hereinafter referred to as Special Account B) 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. (d) The Borrower shall, for the purposes of Categories (2) through (5), of the table in paragraph 1 of Schedule 1 to this Agreement, open and maintain in dollars a special deposit account (hereinafter referred to as Special Account C) 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. (e) Promptly after the Effective Date, the Association shall, on behalf of the Borrower, withdraw from the Credit Account and pay to itself the amount required to repay the principal amount of the Project Preparation Advance withdrawn and outstanding as of such date and to pay all unpaid charges thereon. The unwithdrawn balance of the authorized amount of the Project Preparation Advance shall thereupon be cancelled. Section 2.03. The Closing Date shall be June 30, 1997 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 cancelled; and (ii) at the rate set as of the June 30 immediately preceding the accrual date or 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 payment 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.