르．- CREDIT NUMIBER 6894-NE GRANT NUMIBER D826-NE FINANCING AGREEMIENT AGREEMENT dated as ofthe Signature Date between the REPUBLIC OF NIGER ("Recipient") and the INTERNATIONAL DEVELOPM[ENT ASSOCIATION ("Association"). WBEREAS (A) the Participating Countries (as defined in the Appendix hereto) and the Economic Community of West African States CECOWAS") intend to carry out a program which supports a regional approach to expanding electricity distribution aligned with common quality standards that would allow the Participating Countries to achieve a concrete development outcome in achieving a unified regional electricity market C'Program"); (B) the Recipient having satisfied itself as to the feasibility and priority of the project C'Project", as described in Schedule 1 to this Agreement) under the Program, has requested the Association to assist in the financing of Parts 1.2, 2.3, 3 and 4.2 of the Project; (C) by a financing agreement to be entered into between the Republic of C6te d1voire C'C6te d1voire") and the Association C'C6te d1voire Financing Agreement"), the Association will extend to C6te d'lvoire a credit in the amount of fifty-nine million seven hundred thousand Euros (EUR 59,700,000) to assist C6te d1voire in financing part of the cost of activities related to Parts 2.1, 3 and 4.2 of the Project on the terms and conditions set forth in the C6te d'lvoire Financing Agreement; (D) by a financing agreement to be entered into between the Republic of Mali ("Mali") and the Association ("Mali Financing Agreement"), the Association will extend to Mali a grant in an amount equivalent to nineteen million five hundred thousand Special Drawing Rights (SDR 19,500,000) and a credit in the amount of twenty-three million five hundred thousand Euros (EUR 23,500,000) to assist Mali in financing part of the cost of activities related to Parts 2.2, 3 and 4.2 of the Project on the terms and conditions set forth in the Mali Financing Agreement; (E) by a financing agreement to be entered into between the Islamic Republic of Mauritania ("Mauritania7) and the Association ("Mauritania Financing Agreement"), the Association will extend to Mauritania a grant in an amount equivalent to sixty-three million six hundred thousand Special Drawing Rights (SDR 63,600,000) to assist Mauritania in financing part of the cost of activities related to Parts 1. 1, - 3 and 4.2 of the Project on the terms and conditions set forth in the Mauritania Financing Agreement; (F) by a financing agreement to be entered into between the Republic of Senegal C'Senegal") and the Association ("Senegal Financing Agreement"), the Association will extend to Senegal a grant in an amount equivalent to forty-five million six -2- hundred thousand Special Drawing Rights (SDR 45,600,000) and a credit in the amount of fifty-five million Euros (EUR 55,000,000) to assist Senegal in financing part of the cost of activities related to Parts 1.3, 3 and 4.2 of the Project on the terms and conditions set forth in the Senegal Financing Agreement; (G) by a financing agreement to be entered into between the Association and the ECOWAS ("ECOWAS Financing Agreement"), the Association will extend to the ECOWAS a grant in an amount equivalent to eleven million three hundred thousand Special Drawing Rights (SDR 11,300,000) to assist the ECOWAS in financing part of the cost of activities related to Part 4.1 of the Project on the terms and conditions set forth in the ECOWAS Financing Agreement; and (H) Parts 1.2, 2.3, 3 and 4.2 of the Project will be carried out by the Socidt Niggrienne d'Electricitd ("NIGELEC" as further defined in the Appendix to this Agreement) with the Recipient's assistance and, as part of such assistance, the Recipient will make a portion of the proceeds of the grant and the credit provided for in Article II of this Agreement available to NIGELEC as set forth in this Agreement; WHEREAS the Association has agreed, on the basis, inter alia, of the foregoing, to extend the grant and the credit provided for in Article II of this Agreement to the Recipient upon the terms and conditions set forth in this Agreement. NOW THEREFORE the Recipient and the Association hereby agree as follows: ARTICLE I - GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to this Agreement) apply to and form part of this Agreement. 1.02. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the General Conditions or in the Appendix to this Agreement. ARTICLE H - FINANCING 2.01. The Association agrees to extend to the Recipient a grant and a credit, which are deemed as Concessional Financing for purposes of the General Conditions (collectively, "Financing") in the following amounts to assist in financing Parts 1.2, 2.3, 3 and 4.2 of the Project: (a) an amount equivalent to thirty-seven million one hundred thousand Special Drawing Rights (SDR 37,100,000) ("Grant"); and (b) the amount of forty-four million eight hundred thousand Euros (EUR 44,800,000) ("Credit"). -3- 2.02. The Recipient may withdraw the proceeds of the Financing in accordance with Section III of Schedule 2 to this Agreement. 2.03. The Maximum Commitment Charge Rate is one-half of one percent (1/2 of 1%) per annum on the Unwithdrawn Financing Balance. 2.04. The Service Charge is the greater of: (i) the sum of three-fourths of one percent (3/4 of 1%) per annum plus the Basis Adjustment to the Service Charge; and (ii) three-fourths of one percent (3/4 of 1%) per annum; on the Withdrawn Credit Balance. 2.05. The Payment Dates are May 15 and November 15 in each year. 2.06. The principal amount of the Credit shall be repaid in accordance with the repayment schedule set forth in Schedule 3 to this Agreement. 2.07. The Payment Currency is the Euro. ARTICLE III - PROJECT 3.01. The Recipient declares its commitment to the objectives of the Project and the Program. To this end, the Recipient shall cause Parts 1.2, 2.3, 3 and 4.2 of the Project to be carried out by NIGELEC in accordance with the provisions of Article V of the General Conditions, Schedule 2 to this Agreement and the Project Agreement. ARTICLE IV - REMEDIES OF THE ASSOCIATION 4.01. The Additional Events of Suspension consist of the following: (a) One or more Participating Country Financing Agreement or the ECOWAS Financing Agreement, as the case may be, shall have failed to become effective by December 31, 2021. (b) The Association has suspended in whole or in part the right of one or more Participating Countries or ECOWAS, as the case may be, to make withdrawals under the respective Participating Country Financing Agreement or ECOWAS Financing Agreement. -4- ARTICLE V - EFFECTIVENESS; TERMINATION 5.01. The Effectiveness Deadline is the date ninety (90) days after the Signature Date. 5.02. For purposes of Section 10.05(b) of the General Conditions, the date on which the obligations of the Recipient under this Agreement (other than those providing for payment obligations) shall terminate is twenty (20) years after the Signature Date. ARTICLE VI- REPRESENTATIVE; ADDRESSES 6.01. The Recipient's Representative is its minister responsible for planning. 6.02. For purposes of Section 11.01 of the General Conditions: (a) the Recipient's address is: Ministare du Plan B.P. 862 Niamey Republic of Niger; and (b) the Recipient's Electronic Address is: Facsimile: (+227) 2072-5322 6.03. For purposes of Section 11.01 of the General Conditions: (a) the Association's address is: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America; and (b) the Association's Electronic Address is: Telex: Facsimile: 248423 (MCI) (+1) 202-477-6391 -5- AGREED as of the Signature Date. REPUBLIC OF NIGER Approved By: inister of Finance Name: \ A, Title:- QA Date: Signed By: Authorized,Representative Name: k*LS r Title: tA uk-" Date:________ INTERNATIONAL DEVELOPMENT ASSOCIATION By Authorized Representative Name: Vijay Pillai Title: Interim Director, Regional Integration Date: July 21, 2021 -6- SCHEDULE 1 Project Description The objectives of the Project are to increase access to grid electricity, enhance power system stability, and increase renewable energy integration in the West African Power Pool. The Project consists of the following parts: Part 1: Design, Supply, and Installation of Electricity Distribution Infrastructure Extension of distribution networks both in areas currently served and areas not served to connect new customers to increase the access rate, through the carrying out of detailed design, supply, and installation of distribution networks from the WAPP 225/33 kV substations including the provision of works, goods and services required for: (i) MV lines; (ii) MV/LV distribution substations; (iii) 400 V LV lines to expand grid coverage and maximize the number of new connections; and (iv) 235,000 last-mile connection equipment, including service drops, prepaid meters, and ready boards for LV customers, and encompassing: 1. Design, supply, and installation of electricity distribution infrastructure in Mauritania to connect about 68,000 new customers in peri-urban and rural areas, encompassing about 20,000 new customers in peri-urban areas and the electrification of new localities from the three OMVS substations located in Boghe, Kaedi, Selibabi, Rosso, Mbout and Nouakchott. 2. Design, supply, and installation of electricity distribution infrastructure in Niger to connect about 70,000 new customers in peri-urban and rural areas, encompassing about 30,000 new customers in peri-urban areas and the electrification of new localities from the WAPP substations located in Tillaberi, Dosso, Tahoua, Zinder and Maradi. 3. Design, supply, and installation of electricity distribution infrastructure in Senegal to connect about 97,000 new customers in peri-urban and rural areas, encompassing about 20,000 new customers in peri-urban areas and the electrification of new localities from the OMVG substations located in Kaolack, Koungheul, Tambacounda, Tanaff and K6dougou and from the OMVS substations located in Dagana, Matam, Bakel and Sakal. Part 2: Design, Supply, and Installation of BEST Equipment Supply and installation of a 205 MWh Battery Energy Storage Technology to provide frequency control to the WAPP power system and to connect the system to the 225-kV busbar of the substations, encompassing the provision of works, goods, and services required for: -7- 1. Installation of 105 MWh equipment in C6te d'Ivoire in the three substations located in Korhogo, Boundiali and Odienne and construction of the required protective infrastructure, including floodwalls, levees, berms, barriers, and fire protection systems. 2. Installation of 80 MWh equipment in Mali in one substation located in Sirakoro, Bamako and construction of the required protective infrastructure, including floodwalls, levees, berms, barriers, and fire protection systems. 3. Installation of 20 MWh equipment in Niger in one substation located in Gourou Banda and construction of the required protective infrastructure, including floodwalls, levees, berms, barriers, and fire protection systems. Part 3: Supervision of the Construction and Technical Advisory Carrying out by the Participating Countries of supervision of the construction under Parts 1 and 2 of Project and delivery of technical advisory services to the Participating Countries, including the provision of consulting services of two owner's engineers, as required, inter alia, for the design, technical specifications, bidding documents, supervision of construction, contract management, and monitoring of compliance with environmental and social risk and impact management instruments and reporting thereon to the Participating Countries and ECOWAS. Part 4: Project Coordination and Technical Assistance Part 4.1: Regional Implementation Support Strengthening of ECOWAS' capabilities in successfully implementing the Project and preparing for future phases under the Program, through the provision of consulting and non-consulting services, goods, training and the financing of Operating Costs to assist ECOWAS in: (i) reinforcing its implementation team; (ii) carrying out of technical studies for Subprojects, including feasibility studies, gender baseline analysis studies, and environmental and social risk management instruments and assessments, and the preparation of bidding documents; (iii) preparing an assessment at the end of the Project implementation to identify and disseminate lessons relating to absorption capacity and joint procurement; and (iv) providing technical assistance to ERERA to improve its capacity to regulate the regional market, including the recruitment and training of a team of young professionals to strengthen the ERERA. Part 4.2: National Implementation Support Strengthening of the Participating Countries' capabilities in successfully implementing the Project through the provision of consulting services, goods, training and the financing of Operating Costs to assist the Participating Countries in reinforcing their national implementation teams and ensure close oversight throughout the Project, including for fiduciary and social and environmental risk and impact management and supervision in accordance with the Environmental and Social Framework. -8- SCHEDULE 2 Project Execution Section L Implementation Arrangements A. Institutional Arrangements 1I Steering Committee The Recipient, through its ministry responsible for planning, shall, not later than three (3) months after the Effective Date, appoint, and thereafter maintain throughout the period of Project implementation, a representative and alternate to the Steering Committee. The Steering Committee shall be maintained at all times under terms of reference satisfactory to the Association, including the responsibility for overseeing the work of the RCU and the PIU and for leading the coordination of the Project with the Recipient, NIGELEC and any other relevant national entities of the Recipient and to meet at least twice a year or as needed to ensure timely implementation of the Project. The composition of the Steering Committee shall comprise also the head of the national utilities of the Participating Countries or his/her permanent representative and one high-level representative of the ministry responsible for energy of each Participating Country. 2. Project Technical Committee The Recipient, through its Ministry of Energy and Oil, shall, not later than three (3) months after the Effective Date, appoint, and thereafter maintain throughout the period of Project implementation, a representative and alternate to the Project Technical Committee. The Project Technical Committee shall be maintained at all times under terms of reference satisfactory to the Association, with the main responsibility of overseeing the procurement process of contracts financed by the Association. The Project Technical Committee shall be chaired by the RCU Project coordinator and its composition shall include one representative of the project implementing unit of the national electricity utility of each Participating Country, a representative and an alternate of each Participating Country and the procurement specialist of the RCU acting as its secretary. 3. Joint Procurement For the purposes of ensuring the application of the most appropriate procurement approach under the Project, the Recipient shall ensure that NIGELEC follow at all times the rules determined by the Association for carrying out joint procurement of contracts under Parts 1.2, 2.3 and 3 of the Project with the Participating Countries, under the lead of the RCU and with the participation of the Project Technical Committee, as determined by the Association. -9- B. Subsidiary Financing Agreement 1. To facilitate the carrying out of the Parts 1.2, 2.3, 3 and 4.2 of the Project, the Recipient shall make the proceeds of the Financing allocated from time to time to Category (1) of the table set forth in Section ILI.A of this Schedule available on a grant and credit basis to NIGELEC under a subsidiary agreement to be entered into between the Recipient and NIGELEC, under terms and conditions approved by the Association ("Subsidiary Financing Agreement"). 2. The Recipient shall exercise its rights under the Subsidiary Financing Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Financing Agreement or any of its provisions. C. Environmental and Social Standards 1 . The Recipient shall, and shall cause NIGELEC to, ensure that Parts 1.2, 2.3, 3 and 4.2 of the Project are carried out in accordance with the Environmental and Social Standards, in a manner acceptable to the Association. 2. Without limitation upon paragraph I above, the Recipient shall, and shall cause NIGELEC to, ensure that Parts 1.2, 2.3, 3 and 4.2 of the Project are implemented in accordance with the Environmental and Social Commitment Plan ("ESCP"), in a manner acceptable to the Association. To this end, the Recipient shall, and shall cause NIGELEC to, ensure that: (a) the measures and actions specified in the ESCP are implemented with due diligence and efficiency, as provided in the ESCP; (b) sufficient funds are available to cover the costs of implementing the ESCP; (c) policies and procedures are maintained, and qualified and experienced staff in adequate numbers are retained to implement the ESCP, as provided in the ESCP; and (d) the ESCP, or any provision thereof, is not amended, repealed, suspended or waived, except as the Association shall otherwise agree in writing, as specified in the ESCP, and ensure that the revised ESCP is disclosed promptly thereafter. 3. In case of any inconsistencies between the ESCP and the provisions of this Agreement, the provisions of this Agreement shall prevail. -10- 4. The Recipient shall, and shall cause NIGELEC to, ensure that: (a) all measures necessary are taken to collect, compile, and furnish to the Association through regular reports, with the frequency specified in the ESCP, and promptly in a separate report or reports, if so requested by the Association, information on the status of compliance with the ESCP and the environmental and social instruments referred to therein, all such reports in form and substance acceptable to the Association, setting out, inter alia: (i) the status of implementation of the ESCP; (ii) conditions, if any, which interfere or threaten to interfere with the implementation of the ESCP; and (iii) corrective and preventive measures taken or required to be taken to address such conditions; and (b) the Association is promptly notified of any incident or accident, within 24 hours of the occurrence in the case of severe incidents, including allegations of GBV/SEAH, or accidents and within 48 hours of the occurrence in the case of serious accidents, related to or having an impact on Parts 1.2, 2.3, 3 and 4.2 of the Project which has, or is likely to have, a significant adverse effect on the environment, the affected communities, the public or workers, including without limitation any fatal Project- related accidents, any dispute between security forces (assigned to protect the Project) and local communities, or allegations of gender-based violence and/or sexual exploitation, abuse and harassment related to Parts 1.2, 2.3, 3 and 4.2 of the Project, in accordance with the ESCP, the environmental and social instruments referenced therein and the Environmental and Social Standards. 5. The Recipient shall establish, and cause NIGELEC to establish, not later than one (1) month after the Effective Date, and thereafter shall maintain, operate, and publicize the availability of, and shall cause NIGELEC to maintain, operate and publicize the availability of, throughout Project implementation, an accessible and functional grievance redress mechanism for Parts 1.2, 2.3, 3 and 4.2 of the Project, with adequate staffing and processes, and in form and substance satisfactory to the Association, to receive, register, hear, facilitate and determine fairly, safely, ethically and in good faith and on a confidential basis, all complaints, concerns and grievances raised in relation to Parts 1.2, 2.3, 3 and 4.2 of the Project, including those related to the environmental and social matters and a dedicated channel for the ethical handling of SEAH complaints, and take all measures necessary to implement the determinations made by such mechanism in a manner satisfactory to the Association. 6. The Recipient shall, and shall cause NIGELEC to, ensure that all bidding documents and contracts for civil works under Parts 1.2 and 2.3 of the Project include the obligation of contractors, and subcontractors to: (i) comply with the relevant aspects of ESCP and the environmental and social instruments referred to -11- therein; and (ii) adopt and enforce codes of conduct that should be provided to and signed by all workers, detailing measures to address environmental, social, health and safety risks, and the risks of sexual exploitation, abuse and harassment and violence against children, explicitly prohibiting and outlining sanctions for, among others, acts of SEAH and all sexual activities with anyone under the age of 18 and the recruitment of minors, all as applicable to such civil works commissioned or carried out pursuant to said contracts. D. Training Plan The Recipient shall ensure, and cause NIGELEC to ensure, that a training plan, acceptable to the Association, aimed for target groups associated with Part 2.3 of the Project is developed not later than six (6) months after the Effective Date, and thereafter implemented with a view to raise awareness of the risks and mitigate the impacts of the activities related to the supply and installation of 20 MWh battery energy storage technology and synchronization equipment under Part 2.3 of the Project. Section H. Project Monitoring, Reporting and Evaluation The Recipient shall furnish to the Association each Project Report not later than forty-five (45) days after the end of each calendar semester, covering the calendar semester. Section II. Withdrawal of the Proceeds of the Financing A. General Without limitation upon the provisions of Article II of the General Conditions and in accordance with the Disbursement and Financial Information Letter, the Recipient may withdraw the proceeds of the Financing to finance Eligible Expenditures, in the amount allocated and, if applicable, up to the percentage set forth against each Category of the following table: -12- Percentage of Amount of the Amount of the Expenditures Credit Allocated Grant Allocated to be Financed Category (expressed in EUR) (expressed in SDR) (inclusive of Tax"s) (1) Goods, works, 44,800,000 37,100,000 100% non-consulting services, consulting services, training and Operating Costs under Parts 1.2, 2.3, 3 and 4.2 of the Project TOTAL AMOUNT 44,800,000 37,100,000 For the purposes of the table set forth above, the term "training" means the expenditures incurred by NIGELEC to finance the reasonable cost of training, workshops, conferences and study tours provided under Part 4.2 of the Project and conducted in the territory of the Recipient and abroad, including the reasonable and necessary incremental expenditures incurred on account of organizing or attending learning and knowledge dissemination events, including: (i) fees for educational institutions; (ii) fees and allowances for resource persons; (iii) travel, board and lodging for resource persons and trainees; (iv) logistics and materials associated with conferences, seminars, workshops and study tours; and (v) other training costs directly associated with the Project, but excluding: (A) those provided through consulting services; and (B) salaries (including bonuses, fees and honoraria or equivalent payments) of officials of the Recipient's civil service; and which training is hereby deemed an Eligible Expenditure for purposes of Section 2.05 of the General Conditions. B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A above, no withdrawal shall be made for payments made prior to the Signature Date. 2. The Closing Date is December 31, 2026. -13- SCHEDULE 3 Repayment Schedule Principal Amount of the Date Payment Due Credit repayable (expressed as a percentage)* On each May 15 and November 15, commencing on 1.5625% November 15, 2027, to and including May 15, 2059 * The percentages represent the percentage of the principal amount of the Credit to be repaid, except as the Association may otherwise specify pursuant to Section 3.05(b) of the General Conditions. -14- APPENDIX Definitions 1. "Annual Work Plan and Budget" or "AWP&B" means, each, the annual work plan and budget to be prepared on an annual basis by the PiU (as hereinafter defined) for Parts 1.2, 2.3, 3 and 4.2 of the Project. 2. "Anti-Corruption Guidelines" means, for purposes of paragraph 5 of the Appendix to the General Conditions, the "Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants", dated October 15, 2006 and revised in January 2011 and as of July 1, 2016. 3. "Basis Adjustment to the Service Charge" means the Association's standard basis adjustment to the Service Charge for credits in the currency of denomination of the Credit, in effect at 12:01 a.m. Washington, D.C. time, on the date on which the Credit is approved by the Executive Directors of the Association, and expressed either as a positive or negative percentage per annum. 4. "Battery Energy Storage Technology" or "BEST" means a technology developed for storing electric charge by using specially developed batteries. 5. "Category" means a category set forth in the table in Section .A of Schedule 2 to this Agreement. 6. "ECOWAS" means the Economic Community of West African States established and operating pursuant to the ECOWAS Revised Treaty (as hereinafter defined). 7. "ECOWAS Revised Treaty" means the establishment treaty of ECOWAS, signed in Cotonou, Benin, on July 24, 1993. 8. "Environmental and Social Commitment Plan" or "ESCP" means the environmental and social commitment plan for the Project, dated April 27, 2021, as the same may be amended from time to time in accordance with the provisions thereof, which sets out the material measures and actions that the Recipient shall carry out or cause to be carried out to address the potential environmental and social risks and impacts of the Project, including the timeframes of the actions and measures, institutional, staffing, training, monitoring and reporting arrangements, and any environmental and social instruments to be prepared thereunder. 9. "Environmental and Social Framework" means, collectively, the set of documents of the Association including: (i) "A Vision for Sustainable Development", which sets out the Association's aspirations regarding environmental and social sustainability; (ii) "The World Bank Environmental and Social Policy for -15- Investment Project Financing", which sets out the mandatory requirements that apply to the Association; and (iii) "The Environmental and Social Standards" (as hereinafter defined), together with their Annexes, which set out the mandatory requirements that apply to the Recipient and projects. 10. "Environmental and Social Standards" or "ESSs" means, collectively: (i) "Environmental and Social Standard 1: Assessment and Management of Environmental and Social Risks and Impacts"; (ii) "Environmental and Social Standard 2: Labor and Working Conditions"; (iii) "Environmental and Social Standard 3: Resource Efficiency and Pollution Prevention and Management"; (iv) "Environmental and Social Standard 4: Community Health and Safety"; (v) "Environmental and Social Standard 5: Land Acquisition, Restrictions on Land Use and Involuntary Resettlement"; (vi) "Environmental and Social Standard 6: Biodiversity Conservation and Sustainable Management of Living Natural Resources"; (vii) "Environmental and Social Standard 7: Indigenous Peoples/Sub- Saharan Historically Underserved Traditional Local Communities"; (viii) "Environmental and Social Standard 8: Cultural Heritage"; (ix) "Environmental and Social Standard 9: Financial Intermediaries"; and (x) "Environmental and Social Standard 10: Stakeholder Engagement and Information Disclosure"; effective on October 1, 2018, as published by the Association. 11. "ERERA" means the ECOWAS Regional Electricity Regulatory Authority, the regional regulator for cross-border electricity interconnections in West Africa. 12. "GBV" means gender-based violence. 13. "General Conditions" means the "International Development Association General Conditions for IDA Financing, Investment Project Financing", dated December 14, 2018 (revised on August 1, 2020 and April 1, 2021). 14. "kV" means kilovolt, a unit of electromotive force equal to 1000 volts (as hereinafter defined). 15. "Ministry of Energy and Oil" means the Recipient's Ministere de l'Energie et du Petrol, or any successor thereto responsible for the energy portfolio. 16. "Monitoring and Evaluation Indicators" means the agreed monitoring and evaluation indicators set forth in the Project Implementation Manual (as hereinafter defined) to be utilized by NIGELEC to measure the progress in the implementation-of Parts 1.2, 2.3, 3 and 4.2 of the Project and the degree to which. the objectives thereof are being achieved. 17. "MWh" means megawatt-hour, a unit of measure of electric energy and the amount of electricity generated by a one megawatt (MW) electric generator operating or producing electricity for one hour. -16- 18. "NIGELEC" means Socigtj Nigirienne d'Electriciti, the Recipient's parastatal electric power generation and transmission utility and the Project implementing entity of the Project, which has been established and is operating pursuant to the Recipient's regulation (Acte de l'Assemblie Constitutive) dated July 20, 1968, and any successor thereto acceptable to the Association. 19. "OMVG" means the Organisation pour la mise en valeur dufleuve Gambie, the Organization for the Development of the Gambia River, a sub-regional organization grouping the Republic of The Gambia, the Republic of Guinea, the Republic of Guinea Bissau and Senegal for the purpose of jointly managing the common hydroelectric resources of the Gambia River. 20. "OMVS" means the Organisation pour la mise en valeur dufleuve Sinigal, the Senegal River Basin Development Authority, a subregional organization grouping the Republic of Guinea, Mali, Mauritania and Senegal for the purpose of jointly managing the Senegal River and its drainage basin. 21. "Operating Costs" means the expenditures incurred by NIGELEC to finance: (i) the salaries of support staff of the PIU involved in the implementation of Parts 1.2, 2.3, 3 and 4.2 of the Project (excluding civil servants) and state contributions thereon; (ii)per diem and travel expenses of the operational staff performing their responsibilities under Parts 1.2, 2.3, 3 and 4.2 of the Project; (iii) fuel and vehicle maintenance and insurance; (iv) communication technology (including, without limitation, internet and telephone) and maintenance of equipment; (v) rental expenses and utilities; (vi) building security and maintenance; (vii) translation services, photocopies and publications; and (viii) utilities and office supplies, and which Operational Costs are hereby deemed an Eligible Expenditure for purposes of Section 2.05 of the General Conditions. 22. "Participating Countries" means, collectively and indistinctively, the Participating Countries, being the Recipient, Cte d'Ivoire, Mali, Mauritania, and Senegal, and "Participating Country" means individually each and any of the Participating Countries. 23. "Participating Country Financing Agreement" means a financing agreement between a Participating Country and the Association for activities related to the Project, as such agreement may be amended from time to time, and including all appendices, schedules and agreements supplemental thereto, and encompassing this Agreement, the Cdte d'Ivoire Financing Agreement, the Mali Financing Agreement, the Mauritania Financing Agreement, and the Senegal Financing Agreement; and "Participating Countries Financing Agreements" means collectively the Participating Countries Financing Agreements. -17- 24. "Procurement Regulations" means, for purposes of paragraph 87 of the Appendix to the General Conditions, the "World Bank Procurement Regulations for IPF Borrowers", dated November 2020. 25. "Project Implementing Unit" and "PIU" means the unit established and operating with NIGELEC pursuant to the provisions of the Financing Agreement between the Recipient and the Association dated January 13, 2016, for the Electricity Access Expansion Project (Credit No. 5755-NE and Grant No. D098-NE) to be responsible for day to day implementation of Parts 1.2, 2.3, 3 and 4.2 of the Project and referred to in paragraph 2 of Section L.A of the Schedule to the Project Agreement. 26. "Project Implementation Manual" or "PIM" means, each, the manual dated June 21, 2016, to be updated by NIGELEC for the purposes of defining the detailed implementation arrangements for Parts 1.2, 2.3, 3 and 4.2 of the Project, in form and substance satisfactory to the Association, and including: (i) the operational manual describing the Project activities and implementation arrangements; (ii) the procurement manual; (iii) the financial management manual; (iv) the monitoring and evaluation manual; and (v) the grievance handling mechanism manual, as the same may be amended from time to time with the prior written agreement of the Association. 27. "Project Technical Committee" means the committee to be established under the Project by the Participating Countries under the chair of ECOWAS, and referred to in paragraph 2 of Section L.A of Schedule 2 to this Agreement. 28. "RCU" means the Regional Coordination Unit within ECOWAS to be responsible for day to day implementation of Part 4.1 of Project. 29. "Resettlement Action Plan" or "RAP" means, each, any of the resettlement and rehabilitation action plans developed and to be developed under the Project, satisfactory to the Association, pursuant to the resettlement policy framework of the Project, and satisfactory to the Association, for the Project affected persons located permanently or temporarily in a Project area which involves resettlement; and "RAPs" means, collectively, all such RAPs. 30. "SEAH" means sexual exploitation, abuse and harassment. 31. "Signature Date" means the later of the two dates on which the Recipient and the Association signed this Agreement and such definition applies to all references to "the date of the Financing Agreement" in the General Conditions. 32. "Subsidiary Financing Agreement" means the agreement referred to in Section I.B of Schedule 2 to this Agreement pursuant to which the Recipient shall make the -18- proceeds of the Financing available to NIGELEC for the purposes of carrying out Parts 1.2, 2.3, 3 and 4.2 of the Project. 33. "Steering Committee" or "SC" means, each, the Steering Committee to be established by the Participating Countries and ECOWAS, and referred to in paragraph I of Section L.A of Schedule 2 to this Agreement. 34. "Subproject" means a development project in the energy sector to be prepared by ECOWAS under Part 4.1 (ii) of the Project with a view to be proposed for financing by the Association. 35. "volt" means the unit of electric potential or electromotive force, consisting of the difference in electric potential between two points of a conducting wire when an electric current of one ampere dissipates one watt of power between those points. 36. "WAPP" means the West African Power Pool, an international organization that associates all public and private power entities in the ECOWAS member states established by the Authority of Heads of State and Government of the ECOWAS pursuant to the Decision A/Dec.5/12/99 dated December 10, 1999, relating to the "Establishment of the WAPP" and the Decision A/Dec. 18/01/06 dated January 12, 2006 adopting the "Articles of Agreement Relating to the Establishment and Functioning of the WAPP". 37. "watt" means the unit of power defined as a derived unit of 1 joule per second, and used to quantify the rate of energy transfer.