Loan Agreement. Public Disclosure Authorized LOAN NUMBER 3771 BUL. Public Disclosure Authorized. (Agricultural Development Project)

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1 Public Disclosure Authorized LOAN NUMBER 3771 BUL Public Disclosure Authorized Loan Agreement (Agricultural Development Project) Public Disclosure Authorized between REPUBLIC OF BULGARIA and Public Disclosure Authorized INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPHENT Dated, 1994

2 LOAN NUMBER 3771 BUL LOAN AGREEMENT AGREEMENT, dated L, 1994, between REPUBLIC OF BULGARIA (the Borrowe ajinternational BANK FOR RECONSTRUCTION AND DEVELOPMENT (the Ba). WHEREAS 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 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 Section The "General tonditions Applicable to Loan and Guarantee Agreements" of the Bank, dated January 1, 1985, with the modifications set forth in Schedule 7 to this Agreement (the General Conditions) constitute an integral part of this Agreement. Section 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 following meanings: (a) "Sub-loan" means a loan made or proposed to be made by a Participating Financial Intermediary (defined hereinafter) out of the proceeds of the Loan to a Beneficiary (defined hereinafter) for a Sub-project (defined hereinafter); (b) "Beneficiary" means any physical person or a private enterprise of any form duly established and/or operating under the Laws of the Borrower (including agricultural cooperatives, partnerships, enterprises with private ownership of at least 51%, as well as private individuals, partnerships or other enterprises, operating a state enterprise or a part thereof under a lease arrangement authorized and approved by the appropriate agency of the Borrower) to which a Participating Financial Intermediary (defined hereinafter) proposes to make or has made a Sub-loan;

3 -2- (c) "Bulgarian National Bank" or "BNB" mean the National Bank of the Republic of Bulgaria; (d) "BNB Basic Rate" means the interest rate at which BNB makes loans to other banks, as announced from time to time by BNB; (e) "Sub-project" means a specific project to be carried out by a Beneficiary utilizing the proceeds of a Sub-lan; (f) "Participating Financial Intermediary" means any financial institution with which the Borrower has entered into a Subsidiary Loan Agreement (defined hereinafter); (g) "Subsidiary Loan Agreement" and "Subsidiary Loan" mean, respectively, any agreement entered into between the Borrower and a Participating Financial Intermediary pursuant to paragraph I of Schedule 5 to this Agreement and any loan made pursuant to a Subsidiary Loan Agreement; (h) "Dollar Special Account" and "Deutsche Mark Special Account", collectively referred to as "Special Accounts" mean the accounts referred to in Section 2.02 (b) of this Agreement; and (i) "Policy Statement" and "Corporate Strategy Statement" mean the policies to be adopted by Participating Financial Intermediaries in conformity with the provisions of Section 5.01 (b) of this Agreement and paragraph 3 (i) of Schedule 1 to this Agreement. ARTICLE II The Loan Section The Bank agrees to lend to the Borrower, on the terms and conditions set forth or referred to in the Loan Agreement, various currencies that shall have an aggregate value equivalent to the amount of fifty million dollars ($50,000,000), being the sum of withdrawals of the proceeds of the Loan, with each withdrawal valued by the Bank as of the date of such withdrawal. Section (a) The amount of the Loan may be withdrawn from the Loan Account in accordance with the provisions of Schedule I 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 and to be financed out of the proceeds of the Loan.

4 -3- (b) The Borrower shall, for the purposes of the Project, open and maintain two special deposit accounts, one in dollars and one in Deutsche marks (Dollar Special Account and Deutsche marks Special Account) in the Bulgarian National Bank on terms and conditions satisfactory to the Bank. Deposits into, and payments out of, the Special Accounts shall be made in accordance with the provisions of Schedule 6 to this Agreement. Section The Closing Date shall be June 30, 1998 or such later date as the Bank shall establish. The Bank shall promptly notify the Borrower of such later date. Section 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. Section (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 the Cost of Qualified Borrowings determined in respect of the preceding Semester, plus one-half of one percent (1/2 of 1%). On each of the dates specified in Section 2.06 of this Agreement, the Borrower shall pay interest accrued on the principal amount outstanding during the preceding Interest Period, calculated at the rate applicable during such Interest Period. (b) As soon as practicable after the end of each Semester, the Bank shall notify the Borrower of the Cost of Qualified Borrowings determined in respect of such Semester. (c) For the purposes of this Section: (i) (ii) "Interest Period" means a six-month period ending on the date immediately preceding each date specified in Section 2.06 of this Agreement, beginning with the Interest Period in which this Agreement is signed. "Cost of the Qualified Borrowings" means the cost, as reasonably determined by the Bank and expressed as a percentage per annum, of the outstanding borrowings of the Bank drawn down after June 30, 1982, excluding such borrowings or portions thereof as the Bank has allocated to

5 -4- fund: (A) the Bank's investments; and (B) loans which may be made by the Bank after July 1, 1989 bearing interest rates determined otherwise than as provided in paragraph (a) of this Section. (iii) "Semester" means the first six months or the second six months of a calendar year. (d) On such date as the B&nk may specify by no less than six months' notice to the Borrower, paragraphs (a), (b) and (c) (iii) of this Section shall be amended to read as follows: " (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 Quarter equal to the Cost of Qualified Borrowings determined in respect of the preceding Quarter, plus one-half of one percent (1/2 of 1%). On each of the dates specified in Section 2.06 of this Agreement, the Borrower shall pay interest accrued on the principal amount outstanding during the preceding Interest Period, calculated at the rates applicable during such Interest Period." "(b) As soon as practicable after the end of each Quarter,.the Bank shall notify the Borrower of the Cost of Qualified Borrowings determined in respect of such Quarter." "(c) (iii) 'Quarter' means a three-month period commencing on January 1, April 1, July 1 or October 1 in a calendar year." Section Interest and other charges shall be payable semiannually on January 15 and July 15 in each year. Section The Borrower shall repay the principal amcunt of the Loan in accordance with the amortization schedule set forth in Schedule 3 to this Agreement.

6 -5- Section The Bulgarian National Bank is designated as representative of the Borrower for purposes of taking any action required or permitted to be taken under the provisions of Section 2.02 of this Agreement and Article V of the General Conditions. ARTICLE III Execution of the Project Section (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 the Project with due diligence and efficiency and in conformity with appropriate administrative, technical and financial pi,actices 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 Bank and the Borrower 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 Except as the Bank shall otherwise agree, procurement of the goods 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. ARTICLE IV Financial and Other Covenants Section (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 Accounts for each fiscal year audited, in accordance with appropriate auditing

7 -6- 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 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) (iii) retain or cause to be retained, 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 (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; 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.

8 -7- Section The Borrower shall: (a) phase out the existing short-term farm credit interest subsidy programs by December 31, 1996 based on the following schedule: (i) the maximum contribution by the Borrower to interest payments due by farm credit recipients to the banking institutions shall be set at half the BNB basic rate for short-term farm credits granted on or after January 1, 1995 and at one-third of the BNB basic rate for short-term farm credits granted on or after January 1, 1996; and (ii) the state budget amount for the farm credit interest subsidy program shall be limited to Leva 1.5 billion for 1995 and Leva 1.5 billion for 1996; and (b) at least once annually, carry out a joint review with the Bank on, the progress of reforms in agricultural price, trade and lending policies. ARTICLE V Effective Date; Termination Section The following events are specified as additional conditions to the effectiveness of the Loan Agreement within the meaning of Section (c) of the General Conditions: (a) at least two Subsidiary Loan Agreements have been duly signed on behalf of the parties thereto and have entered into force; and (b) each Participating Financial Intermediary that has entered into a Subsidiary Loan Agreement referred to in paragraph (a) of this Section has adopted a Policy Statement and Corporate Strategy Statement acceptable to the Bank. Section The following is specified as an additional matter, within the meaning of Section (c) of the General Conditions, to be included in the opinion or opinions to be furnished to the Bank, namely, that each of the Subsidiary Loan Agreements referred to in paragraph (a) of Section 5.01 of this Agreement has been duly authorized or ratified by the Borrower and the respective Participating Financial Intermediaries and is legally binding upon the Borrower and such Participating Financial Intermediary in accordance with its terms. Section The date ninety (90) days after the date of this Agreement is hereby specified for the purposes of Section of the General Conditions.

9 -8- ARTICLE VI Representative of the Borrower; Addresses Section The Minister of Finance of the Borrower is designated as representative of the Borrower for the purposes of Section of the General Conditions. Section The following addresses are specified for the purposes of Section of the General Conditions: For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C United States of America Cable address: INTBAFRAD Washington, D.C. Telex: (RCA) (FTCC) (WUI) or (TRT) For the Borrower: Ministry of Finance 102 Rakovski Street Sofia 1040 Republic of Bulgaria Cable address: Telex: MINISTRY OF FINANCE Sofia

10 -9- 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. REPUBLIC OF BULGARIA Authori3ed Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By b/#~~bl /- /~' Regional Vice President Europe and Central Asia

11 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 Loan Allocated % of (Expressed in Expenditures Category Dollar Equivalent) to be Financed (1) Goods and ser- 47,000, % of foreign vices under expenditures, Part A of the 70% of local Project expenditures for imported items procured locally and 50% of local expenditures for services (2) Equipment and 3,000, % of foreign computer soft- expenditures and ware under 70% of local Part B of the expenditures for Project imported items procured locally TOTAL 50,000,000

12 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 expenditures under Categories (1) and (2) by a Beneficiary under a Sub-loan unless the Bank shall have communicated to the Borrower its acceptance (i) of the Policy Statement and the Corporate Strategy Statement adopted by the board of directors of the respective Participating Financial Intermediary, and (ii) of the evidence furnished that the Subsidiary Loan Agreement has been executed, and is legally binding upon, the Borrower and the Participating Financial Intermediary. 4. The Bank may require withdrawals from the Loan Account to be made on the basis of statements of expenditure for goods and services under contracts not exceeding $250,000 equivalent, under such terms and conditions as the Bank shall specify by notice to the Borrower.

13 SCHEDULE 2 Description of the Project The objectives of the Project are (i) to improve access of the private sector to medium- and long-term credit for investments in primary agriculture and agribusiness, and (ii) to strengthen the capacity of the banking sector to appraise and supervise projects in agriculture and agribusiness. The Project consists of the following Parts, subject to such modifications thereof as the Bank and the Borrower may agree upon from time to time to achieve such objectives: Part A: The financing, through the provision of medium- and long-term Sub-loans by Participating Financial Intermediaries to Beneficiaries for Sub-projects, including preparation of feasibility studies and business plans, for the establishment, upgrading and expansion of the facilities and operation of enterprises in primary agriculture, agribusiness and related activities such as transport, trade, handicrafts, rural tourism, and associated services. Part B: Strengthening of the capability of Participating Financial Intermediaries in the appraisal and supervision of investment projects in agriculture and agribusiness through provision of technical assistance and training of selected staff, including classroom and on the job training and financing of part of the office and other equipment needed for modernization. T * * The Project is expected to be completed by December 31, 1997.

14 SCHEDULE 3 Amortization Schedule Date Payment Due Payment of Principal (expressed in Dollars)* January 15, ,190,000 July 15, ,230,000 January 15, ,275,000 July 15, ,320,000 January 15, ,370,000 July 15, ,420,000 January 15, ,470,000 July 15, ,525,000 January 15, ,580,000 July 15, ,640,000 January 15, ,695,000 July 15, ,760,000 January 15, ,825,000 July 15, ,890,000 January 15, ,960,000 July 15, ,030,000 January 15, ,105,000 July 15, ,180,000 January 15, ,260,000 July 15, ,340,000 January 15, ,425,000 July 15, ,515,000 January 15, ,605,000 July 15, ,700,000 January 15, ,800,000 July 15, ,890,000 * The figures in this column represent dollar equivalents determined as of the respective date of withdrawal. See General Conditions, Sections 3.04 and 4.03.

15 Premiums on Prepayment Pursuant to Section 3.04 (b) of the General Conditions, the premium payable on the principal amount of any maturity of the Loan to be prepaid shall be the percentage specified for the applicable time of prepayment below: Time of Prepayment Premium The interest rate (expressed as a percentage per annum) applicable to the Loan on the day of prepayment multiplied by: Not more than three years 0.18 before maturity More than three years but 0.35 not more than six years before maturity More thfan six years but 0.65 not more than 11 years before maturity More than 11 yeais but not 0.88 more than 15 years before maturity More than 15 years before 1.00 maturity

16 SCHEDULE 4 Procurement and Consultants' Services Section I. Procurement of Goods Part A: Procurement Procedures 1. Goods estimated to cost per contract the equivalent of more than $1,000,000 shall be procured through limited international bidding procedures on the basis of evaluation and comparison of bids invited from a list, acceptable to the Bank, of qualified suppliers eligible under the "Guidelines for Procurement under IBRD Loans and IDA Credits" published by the Bank in May 1992 (the Guidelines) in accordance with the procedures set forth in Sections I and II of the Guidelines; 2. Goods estimated to cost per contract the equivalent of $1,000,000 or less but not less than $250,000 may be procured under contracts awarded on the basis of comparison of price quotations obtained from at least three suppliers from at least three different countries eligible under the Guidelines, in accordance with procedures acceptable to the Bank; and 3. Goods estimated to cost per contract the equivalent of less than $250,000, may be procured at competitive prices, in accordance with normal commercial practices of respective Beneficiaries, acceptable to the Bank, due account being taken also of other relevant factors such as time of delivery and efficiency and reliability thereof and availability of maintenance and spare parts therefor. Part B: Review by the Bank of Procurement Decisions 1. Review of invitations to bid and of proposed awards and final contracts: (a) With respect to: (i) the first two contracts for goods under Part A of the Project, to be financed by each Participating Financial Intermediary, and (ii) each contract for goods to be, awarded in accordance with the provisions of Section I, Part A.1 of this Schedule, the procedures set forth in paragraphs 2 and 4 of Appendix 1 to the Guidelines shall apply. Where payments for such contract are to be made out of the Special Account, such procedures shall be modified to ensure that the two conformed copies of the

17 contract required to be furnished to the Bank pursuant to said paragraph 2 (d) shall be furnished to the Bank prior to the making of the first payment out of the Special Account in respect of such contract. (b) With respect to each contract for goods not governed by the preceding paragraph, the procedures set forth in paragraphs 3 and 4 of Appendix 1 to the Guidelines shall apply. Where payments for such contract are to be made out of the Special Account, said procedures shall be modified to ensure that the two conformed copies of the contract together with the other information required to be furnished to the Bank pursuant to said paragraph 3 shall be furnished to the Bank as part of the evidence to be furnished pursuant to paragraph 4 of Schedule 6 to this Agreement. (b) The provisions of the preceding subparagraph (a) shall not apply to contracts on account of which withdrawals are to be made on the basis of statements of expenditure. 2. The figure of 15% is hereby specified for purposes of paragraph 4 of Appendix 1 to the Guidelines. Section II. Emploment of Consultants 1. Consultants' Services shall be procured under contracts awarded to consultants whose qualifications, experience and terms and conditions of employment shall be satisfactory to the Bank. Such consultants shall be selected in accordance with principles and procedures satisfactory to the Bank on the basis of the "Guidelines for the Use of Consultants by World Bank Borrowers and by the World Bank as Executing Agency" published by the Bank in August 1981 (the Consultants' Guidelines). For complex, time-based assignments, such consultants shall be employed under contracts using the standard form of contract for consultants' services issued by the Bank, with such modifications as shall have been agreed by the Bank. Where no relevant standard contract documents have been issued by the Bank, other standard forms agreed with the Bank shall be used. 2. Notwithstanding the provisions of paragraph I of this Section, the provisions of the Consultants' Guidelines requiring prior Bank review or approval of budget, short lists, selection procedures, letters of invitation, proposals, evaluation reports and contracts shall not apply to contracts estimated to cost less than $20,000 equivalent each. However, this exception to prior Bank review shall not apply to the terms of reference for such contracts nor to the

18 employment of individuals, to single source selection of firms, to assignments of a critical nature as reasonably determined by the Bank and to amendments of contracts raising the contract value to $20,000 equivalent or above.

19 SCHEDULE 5 Implementation Program The provisions of this Schedule shall apply for the purposes of Section 3.01 (b) of this Agreement: 1. For the purpose of carrying out the Project, the Borrower shall: (a) relend to the Participating Financial Intermediaries the equivalent of the proceeds of the Loan allocated from time to time to Categories (1) and (2) of the table set forth in paragraph I of Schedule 1 to this Agreement under Subsidiary Loan Agreements to be entered into between the Borrower, acting through the Bulgarian National Bank as its agent, and each such Participating Financial Intermediary, under terms and conditions which shall have been approved by the Bank, and which shall include without limitation, those set forth in Section I of Annex I to this Schedule; (b) coordinate the overall execution of the Project and monitor the carrying out by the Participating Financial Intermediaries of their respective Subsidiary Loan Agreements in accordance with policies and procedures satisfactory to the Bank; (c) take or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable the Participating Financial Intermediaries to perform in accordance with the provisions of their respective Subsidiary Loan Agreements all the obligations of the Participating Financial Intermediaries therein set forth, and not take or permit to be taken any action which would prevent or interfere with such performance; and (d) exercise its rights under the Subsidiary Loan Agreements in such manner as to protect the interests of the Bank and the Borrower and to accomplish the purposes of the Loan, and, except as the Bank shall otherwise agree, not assign, amend, abrogate or waive any such Agreement or any provision thereof.

20 ANNEX I TO SCHEDULE 5 Section I. The following are the principal terms and conditions of Subsidiary Loan Agreements which shall apply for the purposes of paragraph 1 (a) of Schedule 5 to this Agreement: A. Terms: Principal Amount 1. The aggregate amount to be relent out of the proceeds of the Loan to a Participating Financial Intermediary under its respective Subsidiary Loan Agreement shall be the aggregate amount of: (a) (b) all Sub-loans made by such Participating Financial Intermediary under Part A of the Project (Part A Subsidiary Loan), denominated in the currency of such Sub-loans; and amounts in dollar equivalent onlent for the purpose of Part B of the Project (Part B Subsidiary Loan). 2. Interest Rate: (a) Interest rate on each Part A Subsidiary Loan shall be a composite of fixed interest rates on the principal amount of the Subsidiary Loan withdrawn and outstanding from time to time pursuant to Sub-loans made by the Participating Financial Intermediary. Such individual fixed interest rates shall be determined on January 15 and July 15 of each calendar year for individual commitments made pursuant to Sub-loans entered into by the Participating Financial Intermediary between January 15 and July 14 and July 15 and January 14, respectively, and shall be calculated as follows: (i) in the case of the Part A Subsidiary Loan denominated in dollars (the "Dollar Subsidiary Loan Rate"), the rate shall equal the 10-year US Treasury Note rate calculated by the Borrower on the basis of the methodology set forth in Annex II to Schedule 5, plus a market based spread set

21 by the Borrower from time to time, and agreed to by the Bank, to compensate the Borrower for the cross-currency risk, interest rate risk and credit risk associated with Part A of the Project; and (ii) in the case of the Part A Subsidiary Loan denominated in Deutsche marks (the "Deutsche marks Subsidiary Loan Rate"), the rate shall equal the 10-year German Government Bond rate calculated by the Borrower on the basis of the methodology set forth in Annex II to Schedule 5, plus a market based spread set by the Borrower from time to time, and agreed to by the Bank, to compensate the Borrower for the cross-currency risk, interest rate risk and credit risk associated with Part A of the Project; and (b) Interest rate on each Part B Subsidiary Loan shall be the applicable interest rate under the Loan. 3. Maturity: The Subsidiary Loan shall be repaid: (a) (b) over a period of up to twelve years, including a grace period of two years, in the case of the Part A Subsidiary Loans; and over a period of ten years, including a grace period of three years, in the case of the Part B Subsidiary Loans. B. Conditions: 1. A Subsidiary Loan Agreement may be entered into with a financial institution, duly established and operating under the laws of the Borrower, which the Borrower shall have determined, and the Bank shall have agreed, that such financial institution: (a) is in sound financial condition evidenced by financial statements for the immediately preceding fiscal year audited by independent auditors,

22 acceptable to the Bank in accordance with international accounting and auditing standards; (b) has submitted an audit opinion, prepared in accordance with international auditing standards by independent auditors acceptable to the Borrower on the compliance of such Participating Financial Intermediary with: (i) the prudential regulations issued by the Bulgarian National Bank relating to liquidity, loan classification, loan loss provisioning, loan concentration and capital adequacy; (ii) the provisions of paragraphs (c) and (d) of this Section; and (iii) the provisions of its Policy Statement and Corporate Strategy Statement; (c) has an acceptable financial performance, evidenced by (i) a minimum return on earning assets of 4%, and (ii) the potential to earn a positive real return on equity within five years of its establishment; (d) (e) has an acceptable loan portfolio quality evidenced by a minimum collection ratio of 85% and a maximum infection ratio of 15%; and has adopted an acceptable Policy Statement and an acceptable Corporate Strategy Statement. 2. Each respective Subsidiary Loan Agreement shall contain provisions pursuant to which each respective Participating Financial Intermediary shall undertake to: (a) carry out its activities under Parts A and B of the Project and conduct its operations and affairs in accordance with appropriate financial and banking standards and practices, with qualified management and staff in adequate numbers, and in conformity with the Policy and Corporate Strategy Statements referred to in paragraph 1 (e) hereof, and to provide, promptly as needed, the funds, facilities, services and other resources required for the purposes; (b) (i) make Sub-loans to Beneficiaries on the terms and conditions set forth in Section II of this Annex I; (ii) exercise its rights in relation to each such Sub-loan in such manner as to

23 protect its interests and the interests of the Borrower and the Bank, comply with its obligations under its respective Subsidiary Loan Agreement and achieve the purposes of Parts A and B of the Project; (iii) not assign, amend, abrogate or waive any of its agreements providing for Sub-loans, or any provision thereof, without prior approval of the Borrower; (iv) appraise Sub-projects and supervise, monitor and report on the carrying out by Beneficiaries of Sub-projects, in accordance with procedures satisfactory to the Bank and the Borrower; and (v) relend the funds repayed by a Beneficiary, including those repayed in advance of maturity of a Sub-loan, for the purposes and on the terms ane, conditions specified in this Annex I to Schedule 5; (c) maintain, with staff and other resources and terms of reference, satisfactory to the Bank and the Borrower: (i) a credit committee to be responsible for the evaluation and approval of Subloan applications; and (ii) a technical unit to be responsible for the appraisal and supervision of the carrying out of Sub-projects; (d) (i) exchange views with, and furnish all such information to the Bank or the Borrower, as may be reasonably requested by the Bank or the Borrower, with regard to the progress of its activities under Parts A and B of the Project, the performance of its obligations under its respective Subsidiary Loan Agreement, and other matters relating to the purposes of Parts A and B of the Project; and (ii) promptly inform the Bank and the Borrower of any condition which interferes or threatens to interfere with the progress of its activities under its respective Subsidiary Loan Agreement; (e) (i) maintain records and accounts adequate to reflect, in accordance with sound accounting practices, its operations and financial condition; (ii) have its 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 Bank; (iii) furnish to the Bank and the Borrower, as soon as available, but in any case not later than six months after the end of each such year, certified copies of said financial statements and accounts for such year as so audited, and the report of such audit by said auditors in such scope and detail as the Bank or the Borrower shall have reasonably requested, including audit opinions as specified in paragraph B.1 (b) of this Section; and (iv) furnish to the Bank or the Borrower such other information concerning said records, accounts and financial statements, as well as the

24 audit thereof, as the Bank or the Borrower shall from time to time reasonably request; (f) amend its Policy and Corporate Strategy Statements only upon prior approval by the Borrower and the Bank; (g) participate in the staff training and system installation for the project appraisal and supervision; and (h) ensure that appraisal of Sub-projects is undertaken in accordance with the applicable environmental laws and regulations of the Borrower that are satisfactory to the Bank. 3. Each respective Subsidiary Loan Agreement shall also provide that unless the Bank agrees otherwise, the right of the Participating Financial Intermediary to commit further Sub-loans shall be: (a) suspended upon its failure to (i) meet any of the requirements set forth in Section I.B of this Annex I to Schedule 5, and (ii) perform any of its obligations under a Subsidiary Loan Agreement; and (b) terminated if such right shall have been suspended pursuant to paragraph (a) hereof for a continuing period of 120 days. Section II. Terms and Conditions of the Sub-loans and Eligibility Criteria: The provisions of this Section shall apply for the purposes of paragraph 2 (b) (i) of Section I.B of this Annex I to Schedule The principal amount of each Sub-loan made out of the proceeds of the Loan allocated from time to time to Category (1) of the table set forth in paragraph 1 of Schedule 1 to this Agreement shall: (a) be denominated in the currency (Dollars and Deutsche marks) agreed to by the Participating Financial Intermediary and the Beneficiary; (b) be the equivalent in such currency (determined as of the date or respective dates of withdrawal from the Loan Account or payment out of the Special Account) of the value of the currency or currencies so withdrawn or paid out on account of goods or services financed out of the proceeds of the Sub-loan; and (c) not exceed the equivalent of $3 million, provided that no Beneficiary shall obtain a Sub-loan which would increase the aggregate of all loans taken by

25 such Beneficiary from the respective Participating Financial Intermediary to an amount in excess of 25% of the total capital of such Participating Financial Intermediary. 2. Each Sub-loan shall be: (a) charged interest, on the principal amount thereof withdrawn and outstanding from time to time, at the Dollar Subsidiary Loan Rate in the case of a Subsidiary Loan denominated in Dollars and the Deutsche mark Subsidiary Loan Rate, in the case of a Subsidiary Loan denominated in Deutsche marks, plus a spread rate determined by the Participating Financial Intermediary on the basis of market conditions and risk assessment making such Sub-loan in accordance with its Policy and Corporate Strategy Statements referred to in paragraph I (e) of Section I.B of this Annex I to Schedule 5; (b) made for a period determined pursuant to said policies and practices which shall be in respect of a Sub-loan under Part A of the Project, for a minimum of three to a maximum of twelve years, inclusive of a maximum grace period of two years; (c) in an amount not to exceed 80% of the estimated Sub-project cost for investments under Part A of the Project; and (d) provide for a right to repay in advance of maturity all the principal amounts of the Sub-loan still outstanding, subject to the payment of a premium established by the Participating Financial Intermediary from time to time on the basis of market conditions. 3. No expenditures for goods required for a Sub-project shall be eligible for financing out of the proceeds of the Loan unless: (a) the Sub-loan for such Sub-project shall have been approved by the Bank and such expenditures shall have been made not earlier than 180 days prior to the date on which the Bank shall have received the application and information required under paragraph 4 (a) of this Section in respect of such Sub-loan; or (b) the Sub-loan for such Sub-project shall be a free-limit Sub-loan for which the Bank has authorized withdrawals from the Loan Account and such expenditures shall have been made not earlier than 180 days prior to the date on which the Bank shall have received the request and information required under paragraph 4 (b) below in respect of such free-limit Sub-loan. For the purposes of this Agreement, a free-limit Sub-loan shall be a Sub-loan made by a Participating Financial Intermediary for a Sub-project in an amount to be financed out of the proceeds of the Loan, which shall not exceed a certain sum, to be determined by the Bank for such Participating Financial Intermediary upon its achieving standards of appraisal and supervision of Sub-projects satisfactory to the Bank.

26 (a) When presenting a Sub-loan to the Bank for approval, the Participating Financial Intermediary shall furnish to the Bank an application, in form satisfactory to the Bank, together with (i) a description of the Beneficiary; (ii) the appraisal of the Subproject, including a description of the expenditures proposed to be financed out of the proceeds of the Loan; (iii) the proposed terms and conditions of the Sub-loan, including the schedule of amortization therefor; and (iv) any such other information as the Bank shall reasonably request; (b) Each request by a Participating Financial Intermediary for Sub-loan authorization in respect of a free-limit Sub-loan shall contain: (i) a summary description of the Beneficiary and the Subproject, including a description of the expenditures proposed to be financed out of the proceeds of the Loan; and (ii) the terms and conditions of the Sub-loan, including the schedule of amortization therefor; and (c) Applications and requests made pursuant to the provisions of subparagraphs (a) and (b) of this paragraph shall be presented to the Bank on or before June 30, Sub-loans shall be made to Beneficiaries who each shall have established to the satisfaction of the Borrower and the Bank that the project minimum debt service coverage ratio of each such Beneficiary is 1.5:1 and the maximum long-term debt-equity ratio of each such Beneficiary is 4.0:1. 6. Sub-loans shall be made for Sub-projects which are each determined, on the basis of an appraisal carried out in accordance with guidelines satisfactory to the Bank, to be: (a) technically feasible and economically, financially and commercially viable; (b) calculated to have (i) a maximum payback period of less than five years for each Sub-project financed by a Sub-loan of up to $100,000; (ii) a real financial rate of return of at least 15% for each Sub-project financed by a Sub-loan exceeding $100,000 but less than $750,000; and (iii) real economic and financial rates of return of at least 15% for each Sub-project financed by a Sub-loan equal to or exceeding $750,000; and (c) unconnected to production,' processing or marketing of tobacco or tobacco-related products.

27 Sub-loans shall be made on terms whereby the Participating Financial Intermediary making the Sub-loan shall obtain, by written contract or other appropriate means, rights adequate to protect its interest and those of the Borrower and the Bank, including the right to: (a) require the Beneficiary to carry out the Sub-project with due diligence and efficiency and in conformity with appropriate agricultural, economical, financial, environmental and commercial practices, to maintain adequate records, and to provide, promptly as needed, the funds, facilities and other resources required for the purpose; (b) require that the goods to be financed out of the proceeds of the Loan to be procured in accordance with the provisions of Schedule 4 to this Agreement, and use such goods exclusively in the carrying out of the Sub-project; (c) inspect, by itself or jointly with representatives of the Bank or the Borrower if the Bank or the Borrower shall so request, the goods and the sites, works, plans and construction included in the Sub-project, the operation thereof, and any relevant records and documents; (d) require that the Beneficiary shall take out and maintain such insurance, against such risks and in such amounts, as shall be consistent with sound business practices, including such insurance to cover hazards incident to the acquisition, transportation and delivery of goods financed out of the proceeds of the Loan to the place of use or installation, any indemnity thereunder to be made payable in a currency freely usable by the Beneficiary to replace or repair such goods; (e) require each Beneficiary, who must under the relevant laws of the Borrower maintain records and accounts reflecting its operations, to (i) have its financial statements for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Borrower and the Bank, (ii) furnish to the Participating Financial Intermediary, as soon as available, but in any case not later than six months after the end of each such year, certified copies of its financial statements for such year as so audited, and the report of such audit by said auditors, of such scope and in such detail as the Participating Financial Intermediary shall have reasonably requested;

28 (f) obtain all such information as the Bank or the Borrower shall reasonably request relating to the foregoing and to the administration, operations and financial condition of the Beneficiary and to the benefits to be derived from the Sub-project; and (g) suspend or terminate the right of the Beneficiary to the use of the proceeds of the Sub-loan upon failure by such Beneficiary to perform its obligations under its contract with the Participating Financial Intermediary.

29 ANNEX II TO SCHEDULE 5 I. Definition and Calculation of the 10-year US Treasury Note Rate. The 10-year US Treasury Note Rate for each of the six-month periods specified in Section I.A.2 of Annex I to Schedule 5 to this Agreement shall be the rate for the 10-year US Treasury Note as reported by a generally recognized market information service acceptable to the Bank on the first business day at the commencement of each of the specified periods. II. Definition and Calculation of the 10-year German Government Bond Rate. The 10-year German Government Bond Rate for each of the sixmonth periods specified in Section I.A.2 of Annex I to Schedule 5 to this Agreement shall be the rate for the 10-year German Government Bond Rate as reported by a generally recognized market information service acceptable to the Bank on the first business day at the commencement of each of the specified periods.

30 SCHEDULE 6 Special Account 1. For the purposes of this Schedule: (a) the term "eligible Categories" means Categories (1) and (2) in the case of Dollar Special Account and Category (1) in the case of Deutsche marks Special Account as 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, provided, however, that notwithstanding the provisions of paragraph 3 (b) of Section II of Annex I to Schedule 5 to this Agreement, payments for expenditures to be financed out of the proceeds of free limit Subloans may be made out of the Special Account before the Bank shall have authorized withdrawals from the Loan Account in respect thereof. Such expenditures, however, shall qualify as eligible expenditures only if the Bank shall subsequently authorize such withdrawals; and (c) the term "Authorized Allocation" means an amount of $2,100,000 in the case of Dollar Special Account and Deutsche marks 2,400,000 in the case of Deutsche marks Special Account. Such amounts to be withdrawn from the Loan Account and deposited in the respective Special Account pursuant to paragraph 3 (a) of this Schedule. 2. Payments out of the Special Accounts 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 Accounts have been duly opened, withdrawals of the Authorized Allocation and subsequent withdrawals to replenish the Special Accounts shall be made as follows: (a) For withdrawals of the Authorized Allocation, the Borrower shall furnish to the Bank a request or requests for a deposit or deposits which do not exceed the aggregate amount of the Authorized Allocation. On the basis of such request or requests, the

31 Bank shall, on behalf of the Borrower, withdraw from the Loan Account and deposit in the respective Special Account such amount or amounts as the Borrower shall have requested. (b) (i) For replenishment of the Special Accounts, the Borrower shall furnish to the Bank requests for deposits into the Special Accounts 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 Accounts 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 Accounts 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 any 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 any 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; or

32 (b) once the total unwithdrawn amount of the Loan allocated to the eligible Categories, less the amount of any outstanding special commitment 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 a 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 respective 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. (b) If the Bank shall have determined at any time that any amount outstanding in the Special Accounts 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 Accounts. (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.