CONFORMED COPY

CREDIT NUMBER 473 NIR

Development Credit

Agreement(Niarney International Airport Project)

BETWEEN

REPUBLIC OF NIGER

AND

INTERNATIONAL DEVELOPMENT ASSOCIATION

DATED MAY 24, 1974

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CONFORMED COPY

CREDIT NUMBER 473 NIR

Development Credit

Agreement(Niamey International Airport Project)

BETWEEN

REPUBLIC OF NIGER

AND

INTERNATIONAL DEVELOPMENT ASSOCIATION

DATED MAY 24, 1974

DEVELOPMENT CREDIT AGREEMENT

AGREEMENT, dated May 24, 1974, between REPUBLIC OF NIGER(hereinafter called the Borrower) and INTERNATIONAL DEVELOPMENTASSOCIATION (hereinafter called the Association).

WHEREAS (A) The Borrower has requested the Association to assist in the

financing of the Project described in Schedule 2 to this Agreement by extendingthe Credit as hereinafter provided;

(B) The Project will be carried out by Agence pour la ScuritM de la

Navigation Adrienne en Afrique et c Madagascar (hereinafter called ASECNA), an

international agency established pursuant to a convention signed in Saint Louis

du Sdnigal on December 12, 1959. The Project will be carried out with the

Borrower's assistance and, as part of such assistance, the Borrower will make

available to ASECNA the proceeds of the Credit as hereinafter provided; and

(C) The Association is willing to make the Credit available upon the terms

and conditions set forth hereinafter and in a project agreement to be entered into

between the Association and ASECNA;

NOW THEREFORE the parties hereto hereby agree as follows:

ARTICLE I

General Conditions; Definitions

Section 1.01. The parties to this Agreement accept all the provisions of the

General Conditions Applicable to Development Credit Agreements of the

Association, dated January 31, 1969, with the same force and effect as if they

were fully set forth herein, subject, however, to the deletion of Sections 5.01 and

6.02(h) thereof and to the renumbering of Section 6.02(i) into 6.02(h) thereof

(said General Conditions Applicable to Development Credit Agreements of the

Association, as so modified, being hereinafter called the General Conditions).

Section 1.02. Wherever used in this Agreement, unless the context otherwise

requires, the several terms defined in the General Conditions have the respective

meanings therein set forth and the following additional terms have the followingmeanings:

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(a) "Project Agreement" means the agreement to be entered into betweenthe Association and ASECNA, as the same may be amended from time to time,and such term includes all schedules to the Project Agreement;

(b) "Program" means the 1974-82 investment program, as set forth inSchedule 4 to this Agreement, which is the first phase of the long-term developmentplan prepared by ASECNA for the development of the Airport, as it may beamended from time to time;

(c) "Airport" means the Niamey International Airport, and such termincludes the facilities and services set forth in Schedule 3 to this Agreement;

(d) "Convention" means the Convention relative a la cration d'une Agencechargde de gerer les installations et services destines a assurer la securitg de lanavigation adrienne en Afrique et & Madagascar signed in Saint Louis du Sdnigalon December 12, 1959, as amended;

(e) "Statuts" means the statuts of ASECNA dated December 12, 1959,as amended;

(f) "Cahier des charges" means the Cahier des charges relatif a la gestiondes installations et services of ASECNA dated December 12, 1959, as amended;

(g) "Contrat particulier" means the agreement between the Borrower andASECNA dated May 12, 1961, as amended;

(h) "Contrat spcial" means the contract to be entered into between theBorrower and ASECNA, for the purposes of the execution of the Project; and

(i) "CFAF" means the currency unit of the Borrower.

ARTICLE II

The Credit

Section 2.01. The Association agrees to lend to the Borrower, on the termsand conditions in the Development Credit Agreement set forth or referred to, anamount in various currencies equivalent to five million dollars ($5,000,000).

Section 2.02. The amount of the Credit may be withdrawn from the CreditAccount in accordance with the provisions of Schedule 1 to this Agreement, assuch Schedule shall be amended from time to time, for expenditures made (or,

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if the Association shall so agree, to be made) in respect of the reasonable costof goods and services required for the Project and to be financed under thisDevelopment Credit Agreement; provided, however, that, except as the Associationshall otherwise agree, no withdrawal shall be made on account of expendituresin the territories of any country which is not a member of the Bank (other thanSwitzerland) or for goods produced in, or services supplied from, such territories.

Section 2.03. Except as the Association shall otherwise agree, the goods andservices required for the Project and to be financed out of the proceeds of theCredit shall be procured pursuant to the provisions set forth or referred to inSection 2.04 of the Project Agreement.

Section 2.04. The Closing Date shall be December 3 1, 1976 or such otherdate as shall be agreed between the Borrower and the Association.

Section 2.05. The Borrower shall pay to the Association a service chargeat the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principalamount of the Credit withdrawn and outstanding from time io time.

Section 2.06. Service charges shall be payable semi-annually on January Iand July 1 in each year.

Section 2.07. The Borrower shall repay the principal amount of the Creditin semi-annual installments payable on each January I and July 1 commencingJuly 1, 1984 and ending January 1, 2024, each installment to and including theinstallment payable on January 1, 1994 to be one-half of one per cent (1/2 of1%) of such principal amount, and each installment thereafter to be one andone-half per cent (1-1/2%) of such principal amount.

Section 2.08. The currency of the Republic of France is hereby specifiedfor the purposes of Section 4.02 of the General Conditions.

ARTICLE III

Execution of the Project

Section 3.01. (a) Without any limitation or restriction upon any of its otherobligations under this Development Credit Agreement, the Borrower shall causeASECNA to perform in accordance with the provisions of the Project Agreementall the obligations therein set forth, shall take and cause to be taken all action,including the provision of funds, facilities, services and other resources, necessary

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or appropriate to enable ASECNA to perform such obligations, and shall not takeor permit to be taken any action which would prevent or interfere with suchperformance.

(b) The Borrower shall make available to ASECNA the proceeds of theCredit on terms and conditions satisfactory to the Association.

(c) The Borrower shall exercise its rights under the Contrat Particulierand the Contrat Special in such manner as to protect the interests of the Borrowerand the Association and to accomplish the purposes of the Credit.

Section 3.02. The Borrower shall take all such action as shall be necessaryto acquire, as and when needed, all such land and rights in respect of land asshall be required for the carrying out of the Project and the efficient operationof the Airport.

ARTICLE IV

Other Covenants

Section 4.01. Except as the Association shall otherwise agree, the Borrower:(a) shall undertake or cause to be undertaken all investments and shall take orcause to be taken such other action as shall be necessary for completion of theProgram, and (b) shall not amend the Program.

Section 4.02. Until completion of the Program, the Borrower shall not carryout, or authorize any third party to carry out, any investment in the Airport,which would not be an item of the Program and which, by itself or together withany other such investment in any fiscal year of the Borrower, would exceed theequivalent of two hundred fifty thousand dollars ($250,000), unless the Associationshall have agreed on the investment and the financing therefor.

Section 4.03. (a) Except as the Association shall otherwise agree, theBorrower shall take or cause to be taken all measures necessary, includingestablishing and maintaining tariffs for landing and other charges at the Airportat an appropriate level to produce: (i) an annual operating ratio (beforedepreciation) of not more than 60% in 1978 and of not more than 55% in 1981and thereafter, and (ii) an annual rate of return on net fixed assets in operationof at least 7-1/4% in 1982 and thereafter; provided that due attention shall bepaid in planning and carrying out such measures, including the timing for theirimplementation, to the effect they may have on the traffic using that airport.

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(b) For the purpose of this Section:

(i) "annual operating ratio" means all operating expenses chargedto the Airport, including administrative overhead andmaintenance expenses and taxes, divided by gross operatingrevenues from the provision of services and facilities at theAirport for the year concerned;

(ii) the "annual return" shall be calculated by relating the Airport'snet operating revenues for the fiscal year under considerationto the average of the value of the Airport's net fixed assets(excluding navigational and other facilities not used exclusivelyfor the Airport's operations) in operation at the beginning andat the end of such year;

(iii) "net operating revenues" shall be calculated by deducting theAirport's operating- expenses for the fiscal year underconsideration from the Airport's gross operating revenues for thesame period;

(iv) the tcrm "net fixed assets in operation" means the original costof all fixed assets in operation (excluding navigational and otherfacilities not used exclusively for the Airport's operations)adjusted from time to time to reflect the current replacementvalue of such assets, less accumulated depreciation thereon; and

(v) the terms "operating expenses" and "fixed assets" means,respectively, the expenses incurred and fixed assets affected tothe Airport utilized for the purpose of operating the facilitiesand services described in Schedule 3 to this Agreement andmanaged by ASECNA.

(c) Except as the Association shall otherwise agree, and without anylimitation upon the provisions of paragraph (a) of this Section, the Borrower shall,upon completion of the Project, in order to improve the Airport's financialsituation, take or cause ASECNA to: (i) increase aircraft landing tariffs by 10%,and (ii) levy a handling charge of $20 per ton on goods imported through theAirport, or take any other necessary actions to produce an effect equivalent tothat of the combined actions referred to in sub-paragraphs (i) and (ii) hereof.

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ARTICLE V

Consultation, Information and Inspection

Section 5.01. The Borrower and the Association shall cooperate fully toassure that the purposes of the Credit will be accomplished. To that end, theBorrower and the Association shall from time to time, at the request of eitherparty:

(a) exchange views through their representatives with regard to theperformance of their respective obligations under this Development CreditAgreement, the performance by ASECNA of its obligations under the ProjectAgreement, the administration, operations and financial condition of ASECNA andthe resources and expenditures, in respect of the Project, of the departments oragencies of the Borrower responsible for carrying out any part of the Project, andother matters relating to the purposes of the Credit; and

(b) furnish to the other all such information as it shall reasonably requestwith regard to the general status of the Credit. On the part of the Borrower, suchinformation shall include information with respect to financial and economicconditions in the territories of the Borrower, including its balance of payments,and the external debt of the Borrower, of any of its political subdivisions andof any agency of the Borrower or of any such political subdivision.

Section 5.02. (a) The Borrower shall furnish or cause to be furnished tothe Association all such information as the Association shall reasonably requestconcerning the administration, operations and financial condition of ASECNA, andthe resources and expenditures, in respect of the Project, of the departments oragencies of the Borrower responsible for carrying out any part of the Project.

(b) The Borrower and the Association shall promptly inform each otherof any condition which interferes with, or threatens to interfere with, theaccomplishment of the purposes of the Credit, the maintenance of the servicethereof, the performance by either of them of its obligations under thisDevelopment Credit Agreement or the performance by ASECNA of its obligationsunder the Project Agreement.

Section 5.03. The Borrower shall afford all reasonable opportunity foraccredited representatives of the Association to visit any part of the territoriesof the Borrower for purposes related to the Credit.

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ARTICLE VI

Taxes and Restrictions

Section 6.01. The principal of, and service charges on, the Credit shall bepaid without deduction for, and free from, any taxes imposed under the laws ofthe Borrower or laws in effect in its territories.

Section 6.02. This Development Credit Agreemnt and the Project Agreementshall be free from any taxes on or in connection with the execution, deliveryor registration thereof, imposed under the laws of the Borrower or laws in effectin its territories.

Section 6.03. The payment of the principal of, and service charges on, theCredit shall be free from all restrictions, regulations, controls and moratoria ofany nature imposed under the laws of the Borrower or laws in effect in itsterritories.

ARTICLE VII

Remedies of the Association

Section 7.01. If any event specified in Section 7.01 of the General Conditionsor in Section 7.03 of this Agreement shall occur and shall continue for the period,if any, therein set forth, then at any subsequent time during the continuancethereof, the Association, at its option, may by notice to the Borrower declarethe principal of the Credit then outstanding to be due and payable immediatelytogether with the service charges thereon and upon any such declaration suchprincipal and service charges shall become due and payable immediately, anythingto the contrary in this Development Credit Agreement notwithstanding.

Section 7.02. For the purposes of Section 6.02 of the General Conditions,the following additional events are specified:

(a) ASECNA shall have failed to perform any of its obligations under theProject Agreement;

(b) an extraordinary situation shall have arisen which shall make itimprobable that ASECNA will be able to perform its obligations under the ProjectAgreement;

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(c) the Convention, the Statuts or the Cahier des charges shall have beenamended, abrogated, repealed or waived in such a way as to materially and adverselyaffect the carrying out of the Project or the ability of ASECNA to carry outits other obligations under the Project Agreement, the Contrat Particulier or theContrat Special;

(d) the Contrat Particulier or the Contrat Special shall have been assigned,amended, suspended, abrogated, repealed or waived in such a way as to materiallyand adversely affect the carrying out of the Project or the proper maintenanceand operation of the Airport; and

(e) the Borrower or any other authority having jurisdiction shall havetaken any action for the suspension of all or a substantial part of the operationsof ASECNA within the Borrower's territories.

Section 7.03. For the purposes of Section 7.01 of the General Conditions,the following additional events are specified:

(a) the event specified in paragraph (b) of Section 7.02 of this Agreementshall occur; and

(b) any of the events specified in any other paragraph of Section 7.02of this Agreement shall occur and shall continue for a period of 60 days afternotice thereof shall have been given by the Association to the Borrower.

ARTICLE VIII

Effective Date; Termination

Section 8.01. The following events are specified as additional conditions tothe effectiveness of this Development Credit Agreement within the meaning ofSection 10.01(b) of the General Conditions:

(a) The execution and delivery of the Project Agreement on behalf ofASECNA have been duly authorized or ratified by all necessary corporate andgovernmental action.

(b) The Borrower and ASECNA shall have entered into a Contrat Specialunder terms and conditions satisfactory to the Association providing, inter alia,for the Borrower making available to ASECNA the proceeds of the Credit, andthe execution and delivery of such Contrat Spcial on behalf of the parties theretoshall have been duly authorized and ratified by all necessary corporate andgovernmental action.

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Section 8.02. The following are specified as additional matters, within the

meaning of Section 10.02(b) of the General Conditions, to be included in the

opinion or opinions to be furnished to the Association:

(a) That the Project Agreement has been duly authorized or ratified by,and executed and delivered on behalf of, ASECNA, and constitutes a valid and

binding obligation of ASECNA in accordance with its terms.

(b) That the Contrat Spcial has been duly authorized or ratified by, andexecuted and delivered on behalf of, the Borrower and ASECNA, respectively, andconstitutes a valid and binding obligation of the Borrower and ASECNA inaccordance with its terms.

Section 8.03. The date August 27, 1974 is hereby specified for the purposesof Section 10.04 of the General Conditions.

Section 8.04. The obligations of the Borrower under Article Ill of thisAgreement and the provisions of Sections 6.02 and 6.03 of this Agreement shallcease and determine on the date on which the Development Credit Agreementshall terminate or on a date 26 years after the date of this Agreement, whichevershall be the earlier.

ARTICLE IX

Representative of the Borrower; Addresses

Section 9.01. The Ministre du D&eloppement et de la Coopration of theBorrower is designated as representative of the Borrower for the purposes of Section9.03 of thp General Conditions.

Section 9.02. The following addresses are specified for the purposes ofSection 9.01 of the General Conditions:

For the Borrower:

Minist're du Ddveloppement et de la CooperationNiameyRepublic of Niger

Cable address:

Ministere du Developpement et de la Cooperation

Niamey

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For the Association:

International Development Association1818 H Street, N.W.Washington, D.C. 20433United States of America

Cable address:

INDEVASWashington, D.C.

IN WITNESS WHEREOF, the parties hereto, acting through theirrepresentatives thereunto duly authorized, have caused this Agreement to be signedin their respective names and to be delivered in the District of Columbia, UnitedStates of America, as of the day and year first above written.

REPUBLIC OF NIGER

By /s/ H. E. Abdoulaye DialloAuthorized Representative

INTERNATIONAL DEVELOPMENT ASSOCIATION

By /s/ R. ChaufournierRegional Vice President

Western Africa

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SCHEDULE I

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 amounts of the Credit to each Categoryand the percentage of eligible expenditures so to be financed in each Category:

Amount of theCredit Allocated % of

(Expressed in ExpendituresCategory Dollar Equivalent) to be Financed

I. Civil Works - 2,900,000 85% of totalPart A of the expendituresProject

II. Equipment and 800,000 100% of foreignServices - expenditures orPart B of the 85% of total ex-Project penditures

III. Consultants' 200,000 100% of foreignServices - expenditures orPart C of the 85% of total ex-Project penditures

IV. Unallocated 1,100,000

TOTAL 5,000,000

2. For the purposes of this Schedule:

(a) the term "foreign expenditures" means expenditures for goods

produced in, or services supplied from, the territories, and in the currency, of

any country other than the Borrower; provided, however, that if the currency of

the Borrower is also that of another country in the territories of which goods

are produced or from the territories of which services are supplied, expenditures

in such currency for such goods or services shall be deemed to be "foreign

expenditures"; and

(b) the term "local expenditures" means expenditures for goods produced

in, or services supplied from, the territories of the Borrower.

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3. Notwithstanding the provisions of paragraph I above, no withdrawals shallbe made in respect of:

(a) expenditures prior to the date of this Agreement; and

(b) payments for taxes imposed under the laws of the Borrower or lawsin effect in its territories on goods or services, or on the importation, manufacture,procurement or supply thereof. To the extent that the amount represented bythe percentage set forth in the third column of the table in paragraph I abovein respect of any Category would exceed the amount payable net of all such taxes,such percentage shall be reduced to ensure that no proceeds of the Credit willbe withdrawn on account of payments for such taxes.

4. Notwithstanding the allocation of an amount of the Credit set forth in thesecond column of the table in paragraph I above:

(a) if the estimate of the expenditures under any Category shall decrease,the amount of the Credit then allocated to such Category and no longer requiredtherefor will be reallocated by the Association by increasing correspondingly theunallocated amount of the Credit;

(b) if the estimate of the expenditures under any Category shall increase,the percentage set forth in the third column of the table in paragraph 1 abovein respect of such expenditures shall be applied to the amount of such increase,and a corrcsponding amount will be allocated by the Association, at the requestof the Borrower, to such Category from the unallocated amount of the Credit,subject, however, to the requirements for contingencies, as determined by theAssociation, in respect of any other expenditures; and

(c) if the Association shall have reasonably determined that theprocurement of any item in any Category is inconsistent with the procedures setforth or referred to in Section 2.04 of the Project Agreement, no expendituresfor such item shall be financed out of the proceeds of the Credit and the Associationmay, without in any way restricting or limiting any other right, power or remedyof the Association under the Development Credit Agreement, by notice to theBorrower, cancel such amount of the Credit as in the Association's reasonableopinion, represents the amount of such expenditures which would otherwise havebeen eligible for financing out of the proceeds of the Credit.

5. Notwithstanding the percentages set forth in the third column of the tablein paragraph I above, if the estimate of total expenditures under Category I or

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of local expenditures under Categories II or III shall increase and no proceedsof the Credit are available for reallocation to such Category, the Association may,by notice to the Borrower, adjust the percentage then applicable to suchexpenditures in order that further withdrawals under such Category may continueuntil all expenditures thereunder shall have been made.

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SCHEDULE 2

Description of the Project

The purpose of the Project is to enable large, modern, long-range aircraftto use, safely and economically, the Niamey international airport.

The Project comprises the major investment items of the 1974-82 Programfor the maintenance and improvement of the Airport, and consists of:

Part A

1. Strengthening the existing runway and taxiway.

2. Construction to lengthen the existing runway from 2,570 m to about2,770 m, with a turning area and overshoot (stopway) of about200 m.

3. Construction to widen and strengthen a portion of the existing apron,and to add one heavy-aircraft parking position.

4. Construction of blast protection on shoulders of the apron, taxiwayand runway.

Part B

1. Replacement and relocation of the localizer of the instrument landingsystem, including acquisition of additional equipment therefor.

2. Acquisition and installation of high-intensity runway lightingequipment and a high-intensity approach lighting system.

3. Acquisition and installation of meteorological equipment, a ceilometerto determine cloud and ceiling heights, and a transmissometer tomeasure visibility on the runway.

Part C

Consultants' services for Part A and Part B above.

The Project is expected to be completed by June 30, 1976.

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SCHEDULE 3

Airport's Facilities and Services

(A) Basic landing facilities and services

Landing area with cleared approaches and taxiways with necessarydrainage, fencing, etc.

Air traffic control for approach, landing, taxiing and take-off withnecessary communications (sometimes partly or wholly provided byother than the Airport operators).

Apron for temporary parking, loading, unloading and servicing aircraft.

Passenger and public waiting rooms and concourse with necessaryheating, lighting, janitor service, police service, approach roads, etc.

Fire and ambulance service in attendance.

(B) Special landing facilities and services

At night and during bad visibility by day: Lights for approach, landing,taxiing and take-off, radio and other special aids for approach, landingand take-off (sometimes provided by other than the Airport operator).

(C) Other facilities and services provided for aircraft operators

Hangar, workshop, stores, garage and other technical accommodation.

Parking space for longer than necessary for routine loading, unloading,and servicing.

Land leased to aircraft operators for various purposes.

Assistance in handling passengers and cargo, and necessary equipment.

Towing and other handling of aircraft.

Special servicing of aircraft (air conditioning, cleaning, etc.)

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Accommodation for airline offices, traffic counters and air crews, andfor the handling of passengers and cargo.

Communication facilities (aircraft operating agency messages - ClassB).

Provision of aircraft fuel and other technical supplies, and also ofmaintenance and repairs for aircraft (usually via concessions).

Common services such as the provision of light, heat, power and heatingfuel.

(D) Accommodation for other than aircraft operators

Accommodation for shops, hotels, restaurants, parcel checking rooms,motor transport organization, telegraph office, post office, banks, etc.

Facilities paid for directly by the public (sight-seeing, car parking, etc.)

Accommodation for necessary Borrower's activities, customs,immigration, public health, agricultural quarantine, etc.

Land rented to other than aircraft operators (including grazing rights,etc.)

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SCHEDULE 4

Description of the Program

The 1974-1982 investment program for the maintenance and improvementof the Niamey International Airport is the first phase of the long-term plan preparedby ASECNA for the development of the Airport. The Program consists of:

Part A. The Project described in Schedule 2 to this Agreement.

Part B. Freight shed extension.

Part C. Transfer of offices and construction of additional housing and parking.

Part D. Equipment renewal.