Page  1
CONFORMED COPY
CREDIT NUMBER 3219-SE
ASPRODEB Project Agreement
(Agricultural Services and Producers’ Organization Program)
between
INTERNATIONAL DEVELOPMENT ASSOCIATION
and
ASSOCIATION SENEGALAISE POUR LA PROMOTION 
DES PETITS PROJETS DE DEVELOPPEMENT A LA BASE
Dated October 14, 1999
CREDIT NUMBER 3219-SE
PROJECT AGREEMENT
AGREEMENT, dated October 14, 1999, between INTERNATIONAL DEVELOPMENT ASSOCIATION 
(the Association) and Association Sénégalaise pour la Promotion des Petits Projets de 
Développement ŕ la Base (ASPRODEB).
WHEREAS (A) by the Development Credit Agreement of even date herewith between 
Republic of Senegal (the Borrower) and the Association, the Association has agreed to 
make available to the Borrower an amount in various currencies equivalent to twenty 
million two hundred thousand Special Drawing Rights (SDR 20,200,000), on the terms and 
conditions set forth in the Development Credit Agreement, but only on conditions that 
ASPRODEB agree to undertake such obligations toward the Association as are set forth 
in this Agreement;
(B)
by a subsidiary agreement to be entered into between the Borrower and 
ASPRODEB, part of the proceeds of the credit provided for under the Development Credit 
Agreement will be made available to ASPRODEB on the terms and conditions set forth in 
said ASPRODEB Subsidiary Agreement; and
WHEREAS ASPRODEB, in consideration of the Association’s entering into the 
Development Credit Agreement with the Borrower, has agreed to undertake the 
obligations set forth in this Agreement;
Page  2
NOW THEREFORE the parties hereto hereby agree as follows: 
ARTICLE I 
Definitions
Section 1.01. Unless the context otherwise requires, the several terms defined 
in the Development Credit Agreement, the Preamble to this Agreement and in the General 
Conditions (as so defined) have the respective meanings therein set forth.
ARTICLE II
Execution of the Project
Section 2.01. (a) ASPRODEB declares its commitment to the objectives of the 
Project as set forth in Schedule 2 to the Development Credit Agreement and, to this 
end, shall carry out Part E of the Project with due diligence and efficiency and in 
conformity with appropriate administrative, financial, and technical practices, and 
shall provide, or cause to be provided, promptly as needed, the funds, facilities, 
services and other resources required for Part E of the Project.
(b)
Without limitation upon the provisions of paragraph (a) of this Section 
and except as the Association and ASPRODEB shall otherwise agree, ASPRODEB shall carry 
out Part E of the Project in accordance with the Implementation Program set forth in 
Schedule 3 to the Development Credit Agreement.
Section 2.02. Except as the Association shall otherwise agree, procurement of 
the goods, works and consultants’ services required for Part E of the Project and to 
be financed out of the proceeds of the Credit shall be governed by the provisions of 
Schedule 3 to the Development Credit Agreement.
Section 2.03. (a) ASPRODEB shall carry out the obligations set forth in Sections 
9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to 
insurance, use of goods and services, plans and schedules, records and reports, 
maintenance and land acquisition, respectively) in respect of the Project Agreement 
and Part E of the Project.
(b)
For the purposes of Section 9.07 of the General Conditions and without 
limitation thereto, ASPRODEB shall:
(i)
prepare, on the basis of guidelines acceptable to the Association 
and furnish 
to the Association not later than six (6) months after the 
Closing Date or 
such later date as may be agreed for this 
purpose between the Association and 
ASPRODEB, a plan for the future 
operation of the investments under Part E of 
the Project; and
(ii)
afford the Association a reasonable opportunity to exchange views 
with 
ASPRODEB on said plan.
Section 2.04. ASPRODEB shall duly perform all its obligations under the ASPRODEB 
Subsidiary Agreement. Except as the Association shall otherwise agree, ASPRODEB shall 
not take or concur in any action which would have the effect of amending, abrogating, 
assigning or waiving the ASPRODEB Subsidiary Agreement or any provision thereof.
Section 2.05. (a) ASPRODEB shall, at the request of the Association, exchange 
views with the Association with regard to the progress of the Project, the performance 
of its obligations under this Agreement and under the ASPRODEB Subsidiary Agreement, 
and other matters relating to the purposes of the Credit.
(b)
ASPRODEB shall promptly inform the Association of any condition which 
interferes or threatens to interfere with the progress of the Project, the 
accomplishment of the purposes of the Credit, or the performance by ASPRODEB of its 
obligations under this Agreement and under the ASPRODEB Subsidiary Agreement. 
Section 2.06. ASPRODEB shall, not later than December 31, 1999, adopt a Manual 
of Procedures for the evaluation and monitoring of Subprojects, in form and substance 
acceptable to the Association. 
Page  3
ARTICLE III 
Management and Operations of ASPRODEB
Section 3.01. ASPRODEB shall carry on its operations and conduct its affairs in 
accordance with sound administrative, financial and ASPRODEB practices under the 
supervision of qualified and experienced management assisted by competent staff in 
adequate numbers.
Section 3.02. ASPRODEB shall at all times operate and maintain its equipment and 
other property, and from time to time, promptly as needed, make all necessary repairs 
and renewals thereof, all in accordance with sound financial and technical practices.
Section 3.03. ASPRODEB shall take out and maintain with responsible insurers, or 
make other provision satisfactory to the Association for, insurance against such risks 
and in such amounts as shall be consistent with appropriate practice. 
ARTICLE IV 
Financial Covenants
Section 4.01. (a) ASPRODEB shall maintain records and accounts adequate to 
reflect in accordance with sound accounting practices its operations and financial 
condition.
(b)
ASPRODEB shall, in respect of Part E of the Project:
(i)
have its records, accounts and financial statements (balance 
sheets, 
statements of income and expenses and related 
statements) for each fiscal year 
audited, in accordance with appropriate 
auditing principles consistently 
applied, by independent auditors 
acceptable to the Association;
(ii)
furnish to the Association as soon as available, but in any case 
not later 
than six months after the end of each such year: (A) 
certified copies of its 
financial statements for such year as so 
audited; and (B) the report of such 
audit by said auditors of such 
scope and in such detail as the Association 
shall have 
reasonably requested; and
(iii)
furnish to the Association such other information concerning said 
records, 
accounts and financial statements as well as the 
audit thereof, as the 
Association shall from time to time 
reasonably request. 
ARTICLE V 
Effective Date; Termination; 
Cancellation and Suspension
Section 5.01. This Agreement shall come into force and effect on the date upon 
which the Development Credit Agreement becomes effective.
Section 5.02. (a) This Agreement and all obligations of the Association and of 
ASPRODEB thereunder shall terminate on the earlier of the following two dates:
(i)
the date on which the Development Credit Agreement shall terminate 
in 
accordance with its terms; or
(ii)
the date ten years after the date of this Agreement.
(b)
If the Development Credit Agreement terminates in accordance with its 
terms before the date specified in paragraph (a) (ii) of this Section, the Association 
shall promptly notify ASPRODEB of this event.
Section 5.03. All the provisions of this Agreement shall continue in full force 
Page  4
and effect notwithstanding any cancellation or suspension under the General 
Conditions.
ARTICLE VI
Miscellaneous Provisions
Section 6.01. Any notice or request required or permitted to be given or made 
under this Agreement and any agreement between the parties contemplated by this 
Agreement shall be in writing.  Such notice or request shall be deemed to have been 
duly given or made when it shall be delivered by hand or by mail, telegram, cable, 
telex or radiogram to the party to which it is required or permitted to be given or 
made at such party’s address hereinafter specified or at such other address as such 
party shall have designated by notice to the party giving such notice or making such 
request.  The addresses so specified are:
For the Association:
International Development Association
1818 H Street, N.W.
Washington, D.C. 20433
United States of America
Cable address: 
Telex:
INDEVAS
248423 (MCI) or
Washington, D.C.
 64145 (MCI)
For ASPRODEB:
SICAP Amitie 1
Villa 4014
Dakar, Senegal
Section 6.02. Any action required or permitted to be taken, and any document 
required or permitted to be executed, under this Agreement on behalf of ASPRODEB may 
be taken or executed by the President or such other person or persons as ASPRODEB 
shall designate in writing, and ASPRODEB shall furnish to the Association sufficient 
evidence of the authority and the authenticated specimen signature of each such 
person.
Section 6.03. This Agreement may be executed in several counterparts, each of 
which shall be an original, and all collectively but one instrument.
IN WITNESS WHEREOF, the parties hereto, acting through their duly 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.
INTERNATIONAL DEVELOPMENT ASSOCIATION
By /s/ Jean Louis Sarbib
Regional Vice President Africa
ASSOCIATION SENEGALAISE POUR LA PROMOTION
DES PETITS PROJETS DE DEVELOPPEMENT A LA BASE
Page  5
By /s/ Mamadou Mansour Seck
Authorized Representative