Page 1 CONFORMED COPY LOAN NUMBER 4424-MOR Loan Agreement (Health Financing and Management Project) between KINGDOM OF MOROCCO and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated September 29, 1999 LOAN NUMBER 4424-MOR LOAN AGREEMENT AGREEMENT, dated September 29, 1999, between KINGDOM OF MOROCCO (the Borrower) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the Bank). 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 Bank to assist in the financing of the Project; and (B) the Bank has received a letter dated November 17, 1998, from the Borrower describing a program of actions, objectives and policies designed to indicate the objectives, main actions and key indicators of the health sector strategy (the Program) and declaring the Borrower's commitment to the execution of the Program. WHEREAS the Bank has agreed, on the basis, inter alia, of the foregoing, to extend the Loan 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 Page 2 Section 1.01. The "General Conditions Applicable to Loan and Guarantee Agreements for Single Currency Loans" of the Bank, dated May 30, 1995, as amended through December 2, 1997, (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) “Action Plan” means, for each of the Project Hospitals, as hereinafter defined, the comprehensive plan setting forth the population served, hospital’s areas of intervention, main activities to be developed, including environmental protection measures acceptable to the Bank for rehabilitation of hospitals, anticipated revenues under cost-effective fee-schedules, expected outputs and the annual budgetary transfer to such Project Hospitals; (b) “CNSS” means the Borrower’s National Social Security Fund; (c) “CNOPS” means the National Fund of the Borrower’s Social Security Organizations; (d) “DHSA” means the Directorate of Hospital and Ambulatory Care of the Borrower’s MOH, as hereinafter defined; (e) “DPRF” means the Directorate of Planning and Financial Resources of the Borrower’s MOH as hereinafter defined; (f) “DRC” means the Directorate in charge of regulations and legal affairs of the Borrower’s MOH, as hereinafter defined; (g) “Dirham” means the currency of the Borrower; (h) “General Inspectorate” and “IG” mean the general inspectorate of the MOH, as hereinafter defined; (i) “ICG” means an Infection Control Group established and functioning in the MCC, as hereinafter defined; (j) “MCC” means a Medical Consultation Committee established and functioning in each of the Project Hospitals, as hereinafter defined; (k) “MoF” means the Borrower’s Ministry of Economy and Finance or any successor thereto; (l) “MoH” means the Borrower’s Ministry of Health or any successor thereto; (m) “MoI” means the Borrower’s Ministry of Interior or any successor thereto; (n) “MSD” means the Borrower’s Ministry of Social Development, Solidarity, Labor and Vocational Training, or any successor thereto; (o) “NHA” means a National Health Account system of analysis and monitoring of financial flows within the Borrower’s health sector; (p) “PFU” means the Project Follow-up Unit, established within MOH and responsible for overall coordination of all Project activities; (q) “Project Hospitals” and “PHs” mean the following selected hospitals identified under the Project: Hopital General Regional Hassan II (Agadir), Hopital General Regional Beni Mellal (Beni Mellal), Hopital General Provincial Moulay Abdallah (Essaouira), Hopital General Regional Mohamed V (Al Hoceima), Hopital General Regional Mohamed V (Safi), Hopital General Regional Hassan II (Settat), Hopital General Regional Al Idrissi (Kenitra), Hopital General Page 3 (Settat), Hopital General Regional Al Idrissi (Kenitra), Hopital General Regional Mohamed V (Tanger-Azilah), Hopital General Regional Hassan Ben al Mahdi (Laayoune), Hopital General Regional Mohamed V (Meknes El Menzeh), Hopital General Provincial Hassan II (Tantan), Hopital General Provincial Khemisset (khemisset), Hopital General Prefectoral Sidi Othmane (Ben M’sick Sidi Othman), Hopital General Provincial Mohamed V (Sefrou), and “Project Hospital” and “PH” mean a hospital selected under the Project; (r) "Special Account" means the account referred to in Section 2.02 (b) of this Agreement; (s) “TG” means a Therapeutic Group established and functioning within MCC, in each of the Project Hospitals; (t) "Management Committee" means a committee whose overall mission will be to monitor hospital activities and which will, inter alia, analyze PH’s productivity and performance, approve the Action Plan, be in charge of the project’s budget as established by each PH manager, approve PH’s upgrade program and decide on the ongoing training program for PH personnel; (u) "Regional Hospital Plan" means a development plan for public hospitals defining their hierarchy, number and distribution of beds among different categories of hospitals, by type of specialty, according to stated objectives, coordination between hospitals, deployment of personnel, equipment, and relationship between these hospitals and the basic health network; (v) “Waste Disposal and Management Plan” means the Borrower’s plan, acceptable to the Bank, including procedures, training and equipment for PHs’ waste disposal management and treatment; (w) “Euro” and “EUR” means the lawful currency of the member states of the European Union that adopt a single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union; and (x) “NHIS” means the Borrower’s National Health Insurance System developed under the Project. ARTICLE II The Loan Section 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions set forth or referred to in the Loan Agreement, an amount equal to sixty one million and one hundred thousand Euro (EUR61,100,000). Section 2.02. (a) The amount of the Loan may be withdrawn from the Loan Account in accordance with the provisions of Schedule 1 to this Agreement for expenditures made (or, if the Bank shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Project described in Schedule 2 to this Agreement and to be financed out of the proceeds of the Loan. (b) The Borrower may, for the purposes of the Project, open and maintain in Dirham a special deposit account in its General Treasury on terms and conditions satisfactory to the Bank. Deposits into, and payments out of, the Special Account shall be made in accordance with the provisions of Schedule 6 to this Agreement. Section 2.03. The Closing Date shall be December 31, 2003 or such later date as the Bank shall establish. The Bank shall promptly notify the Borrower of such later date. Section 2.04. The Borrower shall pay to the Bank a fee in an amount of one percent (1%) of the amount of the Loan. On, or promptly after the Effective Date, the Bank shall, on behalf of the Borrower, withdraw from the Loan Account and pay to itself the amount of said fee. Section 2.05. The Borrower shall pay to the Bank a commitment charge at Page 4 Section 2.05. The Borrower shall pay to the Bank a commitment charge at the rate of three-fourths of one percent (3/4 of 1%) per annum on the principal amount of the Loan not withdrawn from time to time. In accordance with Section 3.02 of the General Conditions, this charge will accrue from a date sixty (60) days after the date of the Loan Agreement to the respective dates on which amounts shall be withdrawn by the Borrower from the Loan Account or shall be cancelled. Section 2.06. (a) The Borrower shall pay interest on the principal amount of the Loan withdrawn and outstanding from time to time, at a rate for each Interest Period equal to LIBOR Base Rate plus LIBOR Total Spread. (b) For the purposes of this Section: (i) "Interest Period" means the initial period from and including the date of this Agreement to, but excluding, the first Interest Payment Date occurring thereafter, and after the initial period, each period from and including an Interest Payment Date to, but excluding the next following Interest Payment Date. (ii) "Interest Payment Date" means any date specified in Section 2.07 of this Agreement. (iii) "LIBOR Base Rate" means, for each Interest Period, the London interbank offered rate for six-month deposits in Euro for value the first day of such Interest Period (or, in the case of the initial Interest Period, for value the Interest Payment Date occurring on or next preceding the first day of such Interest Period), as reasonably determined by the Bank and expressed as a percentage per annum. (iv) "LIBOR Total Spread" means, for each Interest Period: (A) three fourth of one percent (3/4 of 1%); (B) minus (or plus) the weighted average margin, for such Interest Period, below (or above) the London interbank offered rates, or other reference rates, for six-month deposits, in respect of the Bank’s outstanding borrowings or portions thereof allocated by the Bank to fund single currency loans or portions thereof made by it that include the Loan; as reasonably determined by the Bank and expressed as a percentage per annum. (c) The Bank shall notify the Borrower of LIBOR Base Rate and LIBOR Total Spread for each Interest Period, promptly upon the determination thereof. (d) Whenever, in light of changes in market practice affecting the determination of the interest rates referred to in this Section 2.06, the Bank determines that it is in the interest of its borrowers as a whole and of the Bank to apply a basis for determining the interest rates applicable to the Loan other than as provided in said Section, the Bank may modify the basis for determining the interest rates applicable to the Loan upon not less than six (6) months' notice to the Borrower of the new basis. The basis shall become effective on the expiry of the notice period unless the Borrower notifies the Bank during said period of its objection thereto, in which case said modification shall not apply to the Loan. Section 2.07. Interest and other charges shall be payable semiannually on March 15 and September 15 in each year. Section 2.08. The Borrower shall repay the principal amount of the Loan in accordance with the amortization schedule set forth in Schedule 3 to this Agreement. ARTICLE III Execution of the Project Section 3.01. (a) The Borrower declares its commitment to the objectives Page 5 Section 3.01. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement, and, to this end, shall carry out Part A of the Project through DHSA and the Project Hospitals, and Parts B and C of the Project through DPRF, with due diligence and efficiency and in conformity with appropriate administrative, financial, medical, public health administration and engineering practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without limitation upon the provisions of paragraph (a) of this Section and except as the Borrower and the Bank shall otherwise agree, the Borrower shall carry out the Project in accordance with the Implementation Program set forth in Schedule 5 to this Agreement. Section 3.02. Except as the Bank shall otherwise agree, procurement of the goods, works, and consultants' services required for the Project and to be financed out of the proceeds of the Loan shall be governed by the provisions of Schedule 4 to this Agreement. Section 3.03. For the purposes of Section 9.08 of the General Conditions and without limitation thereto, the Borrower shall: (a) prepare, on the basis of guidelines acceptable to the Bank and furnish to the Bank not later than six (6) months after the Closing Date or such later date as may be agreed for this purpose between the Borrower and the Bank, a plan for the future operation of the Project; and (b) afford the Bank a reasonable opportunity to exchange views with the Borrower on said plan. ARTICLE IV Financial Covenants Section 4.01. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof. (b) The Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than six (6) months after the end of each such year, the report of such audit by said auditors, of such scope and in such detail as the Bank shall have reasonably requested; and (iii) furnish to the Bank such other information concerning said records and accounts and the audit thereof as the Bank shall from time to time reasonably request. (c) For all expenditures with respect to which withdrawals from the Loan 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 Bank has received the audit report for the fiscal year in which the last withdrawal from the Loan Account was made, all records Page 6 withdrawal from the Loan Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Bank’s representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual 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 during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals. ARTICLE V Remedies of the Bank Section 5.01. Pursuant to Section 6.02 (p) of the General Conditions, the following additional event is specified, namely, that a situation shall have arisen which shall make it improbable that the Program or a significant part thereof will be carried out. ARTICLE VI Termination Section 6.01. 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 Economy and Finance of the Borrower 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 Rabat Kingdom of Morocco Cable address: Telex: MINFIN 36715 36715 For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INTBAFRAD 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 Page 7 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. KINGDOM OF MOROCCO By /s/ Fathallah Oualalou Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s/ Kemal Dervis Regional Vice President Middle East and North Africa SCHEDULE 1 Withdrawal of the Proceeds of the Loan 1. The table below sets forth the Categories of items to be financed out of the proceeds of the Loan, the allocation of the amounts of the Loan to each Category and the percentage of expenditures for items so to be financed in each Category: Amount of the % of Loan Allocated Expenditures Category (Expressed in Euro) to be Financed (1) Civil works 12,960,000 85% (2) Goods 30,890,000 100% of foreign expenditures and 85% of local expenditures (3) Consultants' services 11,100,000 100% and training (4) Fee 611,000 Amount due under Section 2.04 of this Agreement (5) Unallocated 5,539,000 TOTAL 61,100,000 2. For the purposes of this Schedule: (a) the term "foreign expenditures" means expenditures in the currency of any country other than that of the Borrower for goods or services supplied from the territory of any country other than that of the Borrower; and (b) the term "local expenditures" means expenditures in the currency of the Borrower or for goods or services supplied from the territory of the Borrower. 3. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of payments made for expenditures prior to the date of this Agreement, except that withdrawals, in an aggregate amount not exceeding the equivalent of EUR3,050,000 may be made on account of payments made for expenditures before that date but after October 15, 1998. Page 8 4. The Bank may require withdrawals from the Loan Account to be made on the basis of statements of expenditure for expenditures under contracts not exceeding $500,000 equivalent for works, $500,000 equivalent for goods, $100,000 equivalent for consulting firms and $50,000 equivalent for individual consultants, under such terms and conditions as the Bank shall specify by notice to the Borrower. SCHEDULE 2 Description of the Project The objectives of the Project are to assist the Borrower in: (i) improving the efficiency and quality of public hospital services, (ii) introducing new financial mechanisms for the health sector, and (iii) strengthening the MoH’s policy formulation and sector management capacities. The Project consists of the following parts, subject to such modifications thereof as the Borrower and the Bank may agree upon from time to time to achieve such objectives: Part A: Strengthening Hospital Management and Improving Hospital Service Quality 1. Improvement and strengthening of the legal, managerial and organizational framework for Project Hospitals in order to reinforce financial autonomy, accountability and performance-oriented management. 2. Improvement of health service quality for the development of quality enhancing techniques through: (a) the training of medical and para-medical hospital staff, (b) the setting up of quality control mechanisms, and (c) the rehabilitation of Project Hospitals upon satisfactory introduction of new management tools and procedures. Part B: Improving Health Sector Financing Technical support to the gradual implementation of a mandatory NHIS and to the financing of the economically disadvantaged population through: (a) the carrying out of studies on (i) assessment of existing health insurance systems, (ii) definition of health care financing regimes and their follow-up information systems, (iii) definition of cost-control tools for the PH; and (b) the training of the health financing regimes’ management personnel. Part C: Strengthening the MOH’s Health Policy and Decision Making Capacity 1. Development of NHA and of a database aimed at improving effective health policy formulation. 2. Technical support to MoH in its decentralization efforts, through the provision of consultant’s services. 3. Implementing a training program in policy formulation, decision-making, executive management and financial analysis. *** The Project is expected to be completed by June 30, 2003. SCHEDULE 3 Amortization Schedule Payment of Principal Date Payment Due (Expressed in Euro)* September 15, 2004 1,435,000 March 15, 2005 1,465,000 Page 9 September 15, 2005 1,500,000 March 15, 2006 1,535,000 September 15, 2006 1,570,000 March 15, 2007 1,610,000 September 15, 2007 1,645,000 March 15, 2008 1,685,000 September 15, 2008 1,720,000 March 15, 2009 1,760,000 September 15, 2009 1,800,000 March 15, 2010 1,845,000 September 15, 2010 1,885,000 March 15, 2011 1,930,000 September 15, 2011 1,975,000 March 15, 2012 2,020,000 September 15, 2012 2,065,000 March 15, 2013 2,115,000 September 15, 2013 2,165,000 March 15, 2014 2,215,000 September 15, 2014 2,265,000 March 15, 2015 2,315,000 September 15, 2015 2,370,000 March 15, 2016 2,425,000 September 15, 2016 2,480,000 March 15, 2017 2,540,000 September 15, 2017 2,595,000 March 15, 2018 2,655,000 September 15, 2018 2,720,000 March 15, 2019 2,795,000 __________________________ * The figures in this column represent the amount in Euro to be repaid, except as provided in Section 4.04 (d) of the General Conditions. SCHEDULE 4 Procurement Section I. Procurement of Good and Works Part A: General Goods and works shall be procured in accordance with the provisions of Section I of the "Guidelines for Procurement under IBRD Loans and IDA Credits" published by the Bank in January 1995 and revised in January and August 1996 and September 1997 (the Guidelines) and the following provisions of this Section. Part B: International Competitive Bidding 1. Except as otherwise provided in Part C of this Section, goods shall be procured under contracts awarded in accordance with the provisions of Section II of the Guidelines and paragraph 5 of Appendix 1 thereto. Part C: Other Procurement Procedures 1. National Competitive Bidding Goods estimated to cost less than $500,000 equivalent per contract, up to an aggregate amount not to exceed $5,000,000 equivalent, may and works shall, be procured under contracts awarded in accordance with the provisions of paragraphs 3.3 and 3.4 of the Guidelines. 2. National Shopping Goods estimated to cost less than $50,000 equivalent per contract, up to an aggregate amount not to exceed $3,000,000 equivalent, may be procured under contracts awarded on the basis of national shopping procedures in accordance with the provisions of paragraphs 3.5 and 3.6 of the Guidelines. Page 10 Part D: Review by the Bank of Procurement Decisions 1. Procurement Planning Prior to the issuance of any invitations to bid for contracts, the proposed procurement plan for the Project shall be furnished to the Bank, in accordance with the provisions of paragraph 1 of Appendix 1 to the Guidelines. Procurement of all goods and works shall be undertaken in accordance with such procurement plan as shall have been agreed with the Bank, and with the provisions of said paragraph 1. 2. Prior Review With respect to each contract for goods and works estimated to cost the equivalent of $500,000 or more, the procedures set forth in paragraphs 2 and 3 of Appendix 1 to the Guidelines shall apply. 3. Post Review With respect to each contract not governed by paragraph 2 of this Part, the procedures set forth in paragraph 4 of Appendix 1 to the Guidelines shall apply. Section II. Employment of Consultants Part A: General Consultants’ services shall be procured in accordance with the provisions of the Introduction and Section IV of the "Guidelines: Selection and Employment of Consultants by World Bank Borrowers" published by the Bank in January 1997 and revised in September 1997 (the Consultant Guidelines) and the following provisions of Section II of this Schedule. Part B: Quality- and Cost-based Selection Except as otherwise provided in Part C of this Section, consultants’ services shall be procured under contracts awarded in accordance with the provisions of Section II of the Consultant Guidelines, paragraph 3 of Appendix 1 thereto, Appendix 2 thereto, and the provisions of paragraphs 3.13 through 3.18 thereof applicable to quality- and cost-based selection of consultants. Part C: Other Procedures for the Selection of Consultants: Individual Consultants Services for individual consultants under the Project shall be procured under contracts awarded to individual consultants in accordance with the provisions of paragraphs 5.1 through 5.3 of the Consultant Guidelines. Part D: Review by the Bank of the Selection of Consultants 1. Selection Planning Prior to the issuance to consultants of any requests for proposals, the proposed plan for the selection of consultants under the Project shall be furnished to the Bank, in accordance with the provisions of paragraph 1 of Appendix 1 to the Consultant Guidelines. Selection of all consultants’ services shall be undertaken in accordance with such selection plan as shall have been agreed with the Bank, and with the provisions of said paragraph 1. 2. Prior Review (a) With respect to each contract for the employment of consulting firms estimated to cost the equivalent of $100,000 or more, the procedures set forth in paragraphs 1, 2 (other than the third subparagraph of paragraph 2(a)) and 5 of Appendix 1 to the Consultant Guidelines shall apply. Page 11 (b) With respect to each contract for the employment of individual consultants estimated to cost the equivalent of $50,000 or more, the qualifications, experience, terms of reference and terms of employment of the consultants shall be furnished to the Bank for its prior review and approval. The contract shall be awarded only after said approval shall have been given. 3. Post Review With respect to each contract not governed by paragraph 2 of this Part, the procedures set forth in paragraph 4 of Appendix 1 to the Consultant Guidelines shall apply. SCHEDULE 5 Implementation Program 1. Responsibility for the overall coordination and management of the Project shall be vested with the PFU. The Borrower shall maintain the PFU with terms of reference satisfactory to the Bank and shall provide it at all times with such staff, functions and authorities as to carry out the aforementioned responsibility. 2. The Borrower shall provide DHSA, DPFR, DRC and Project Hospitals at all times with such staff, functions and authorities as to enable them to carry out their respective parts of the Project. 3. The Borrower, through MoH, shall enter into an annual Action Plan with each PH and shall allocate the necessary annual budgetary resources for each of the PH on the basis of said Action Plan. 4. The Borrower shall: (a) through TG and ICG’s merging into MCC, enlarge MCC’s role and, (b) broaden IG’s role for quality control of hospital services and their conformity to generally accepted standards. 5. The Borrower shall, by November 30, 1998, establish a timetable outlining actions to be undertaken for the incremental setting-up of a health coverage and a financing system for the economically disadvantaged, and shall, in accordance with such timetable and under terms of reference acceptable to the Bank, carry-out the necessary studies covering inter alia: (a) an assessment of the existing private and public health insurance systems; (b) definition of mechanisms for cost-control and performance improvement to be set up in the PHs; (c) definition of health care financing regimes aimed at the coverage of different social categories; and (d) definition of an information system for the monitoring and follow-up of the financing regimes’ management and financial viability. 6. The Borrower shall carry out the training program under the Project in accordance with terms of reference, and pursuant to a time schedule, acceptable to the Bank. 7. The Borrower shall, twelve (12) months after the date of this Agreement: (a) take the following administrative acts: (i) delegation of the Minister of Health’s signature to the PH directors in matters related to PH personnel management, (ii) revision of the PH internal regulations, including the creation of an infirmary care unit, (iii) setting-up of Management Committees for the PHs; and (b) prepare and execute a management training program for PHs’ directors and other PHs’ relevant staff, under terms of reference and according to a timetable acceptable to the Bank. 8. The Borrower shall, twenty four (24) months after the date of this Page 12 8. The Borrower shall, twenty four (24) months after the date of this Agreement: (a) submit to the council of government a draft legislation on the national health care system, (b) prepare, under terms of reference satisfactory to the Bank, and submit to the Bank, a Regional Hospital Plan for the PHs’ regions, (c) adopt the Waste Disposal and Management Plan for each PH. 9. The Borrower shall: (a) maintain policies and procedures adequate to enable it to monitor and evaluate on an ongoing basis, in accordance with the indicators agreed upon between the Borrower and the Bank the carrying out of the Project and the achievement of the objectives thereof; (b) (i) prepare and submit to the Bank in January and July of each year of Project implementation, a report integrating the results of the activities under the Project, and (ii) prepare, under terms of reference satisfactory to the Bank, and furnish to the Bank, on or about March 30, 2001, a report integrating the results of the monitoring and evaluation activities performed pursuant to paragraph (a) of this Section, on the progress achieved in the carrying out of the Project during the period preceding the date of said report and setting out the measures recommended to ensure the efficient carrying out of the Project and the achievement of the objectives thereof during the period following such date; and (c) review with the Bank, by June 30, 2001, or such later date as the Bank shall request, the report referred to in subparagraph (b) of this paragraph, and, thereafter, take all measures required to ensure the efficient completion of the Project and the achievement of the objectives thereof, based on the conclusions and recommendations of the said report and the Bank views on the matter. SCHEDULE 6 Special Account 1. For the purposes of this Schedule: (a) the term "eligible Categories" means Categories 1, 2 and 3 set forth in the table in paragraph 1 of Schedule 1 to this Agreement; (b) the term "eligible expenditures" means expenditures in respect of the reasonable cost of goods and services required for the Project and to be financed out of the proceeds of the Loan allocated from time to time to the eligible Categories in accordance with the provisions of Schedule 1 to this Agreement; and (c) the term "Authorized Allocation" means an amount equivalent to EUR4,600,000 to be withdrawn from the Loan Account and deposited into the Special Account pursuant to paragraph 3 (a) of this Schedule, provided, however, that unless the Bank shall otherwise agree, the Authorized Allocation shall be limited to an amount equivalent to EUR2,800,000 until the aggregate amount of withdrawals from the Loan Account plus the total amount of all outstanding special commitments entered into by the Bank pursuant to Section 5.02 of the General Conditions shall be equal to or exceed the equivalent of EUR9,000,000. 2. Payments out of the Special Account shall be made exclusively for eligible expenditures in accordance with the provisions of this Schedule. 3. After the Bank has received evidence satisfactory to it that the Special Account has been duly opened, withdrawals of the Authorized Allocation and subsequent withdrawals to replenish the Special Account shall be made as follows: (a) For withdrawals of the Authorized Allocation, the Borrower shall furnish to the Bank a request or requests for deposit into the Special Account of an amount or amounts which do not exceed the aggregate amount of the Authorized Allocation. On the basis of such request or requests, the Bank shall, on behalf of the Borrower, withdraw from the Loan Account and deposit into the Page 13 on behalf of the Borrower, withdraw from the Loan Account and deposit into the Special Account such amount or amounts as the Borrower shall have requested. (b) (i) For replenishment of the Special Account, the Borrower shall furnish to the Bank requests for deposits into the Special Account at such intervals as the Bank shall specify. (ii) Prior to or at the time of each such request, the Borrower shall furnish to the Bank the documents and other evidence required pursuant to paragraph 4 of this Schedule for the payment or payments in respect of which replenishment is requested. On the basis of each such request, the Bank shall, on behalf of the Borrower, withdraw from the Loan Account and deposit into the Special Account such amount as the Borrower shall have requested and as shall have been shown by said documents and other evidence to have been paid out of the Special Account for eligible expenditures. All such deposits shall be withdrawn by the Bank from the Loan Account under the respective eligible Categories, and in the respective equivalent amounts, as shall have been justified by said documents and other evidence. 4. For each payment made by the Borrower out of the Special Account, the Borrower shall, at such time as the Bank shall reasonably request, furnish to the Bank such documents and other evidence showing that such payment was made exclusively for eligible expenditures. 5. Notwithstanding the provisions of paragraph 3 of this Schedule, the Bank shall not be required to make further deposits into the Special Account: (a) if, at any time, the Bank shall have determined that all further withdrawals should be made by the Borrower directly from the Loan Account in accordance with the provisions of Article V of the General Conditions and paragraph (a) of Section 2.02 of this Agreement; (b) if the Borrower shall have failed to furnish to the Bank, within the period of time specified in Section 4.01 (b) (ii) of this Agreement, any of the audit reports required to be furnished to the Bank pursuant to said Section in respect of the audit of the records and accounts for the Special Account; (c) if, at any time, the Bank shall have notified the Borrower of its intention to suspend in whole or in part the right of the Borrower to make withdrawals from the Loan Account pursuant to the provisions of Section 6.02 of the General Conditions; or (d) once the total unwithdrawn amount of the Loan allocated to the eligible Categories, minus the total amount of all outstanding special commitments entered into by the Bank pursuant to Section 5.02 of the General Conditions with respect to the Project, shall equal the equivalent of twice the amount of the Authorized Allocation. Thereafter, withdrawal from the Loan Account of the remaining unwithdrawn amount of the Loan allocated to the eligible Categories shall follow such procedures as the Bank shall specify by notice to the Borrower. Such further withdrawals shall be made only after and to the extent that the Bank shall have been satisfied that all such amounts remaining on deposit in the Special Account as of the date of such notice will be utilized in making payments for eligible expenditures. 6. (a) If the Bank shall have determined at any time that any payment out of the Special Account: (i) was made for an expenditure or in an amount not eligible pursuant to paragraph 2 of this Schedule; or (ii) was not justified by the evidence furnished to the Bank, the Borrower shall, promptly upon notice from the Bank: (A) provide such additional evidence as the Bank may request; or (B) deposit into the Special Account (or, if the Bank shall so request, refund to the Bank) an amount equal to the amount of such payment or the portion thereof not so eligible or justified. Unless the Bank shall otherwise agree, no further deposit by the Bank into the Special Account shall be made until the Borrower has provided such evidence or made such deposit or refund, as the case may be. Page 14 (b) If the Bank shall have determined at any time that any amount outstanding in the Special Account will not be required to cover further payments for eligible expenditures, the Borrower shall, promptly upon notice from the Bank, refund to the Bank such outstanding amount. (c) The Borrower may, upon notice to the Bank, refund to the Bank all or any portion of the funds on deposit in the Special Account. (d) Refunds to the Bank made pursuant to paragraphs 6 (a), (b) and (c) of this Schedule shall be credited to the Loan Account for subsequent withdrawal or for cancellation in accordance with the relevant provisions of this Agreement, including the General Conditions.