Liberia - Decoris Oil Palm Project : Loan 1765 - Loan Agreement - Conformed

OFFICIAL LOAN NUMBER 1765 LBR DOCUMENTS Loan Agreement (Decoris Oil Pals Project) between REPUBLIC OF LIBERIA and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated ~$eL Q/1979 LOAN NUMBER 1765 LBR LOAN AGREEMENT AGREEMENT, dated k i- 2/ , 1979, between REPUBLIC OF LIBERIA (hereinafter called the Borrower) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank). WHEREAS (A) the Borrower has requested the Bank to assist in the financing of the Project described in Schedule 2 to this Agreement by making the Loan as hereinafter provided; (B) Parts G and H of the Project will be carried out by the Borrower and the remaining Parts of the Project by Decoris Oil Palm Company (hereinafter called DOPC) with the Borrower's assistance; (C) as part of such assistance, the Borrower will relend to DOPC out of the proceeds of the Loan an amount equivalent to $7,700,000 as hereinafter provided; (D) the Borrower intends to obtain from Commonwealth Development Corporation a loan (hereinafter called the CDC Loan) in an amount in pounds sterling approximately equivalent to fifteen million dollars ($15,000,000) to assist in financing part of the Project on the terms and conditions set forth in an agree- ment (hereinafter called the CDC Loan Agreement) to be entered into between the Borrower and the Commonwealth Development Corporation; (E) the Borrower intends to obtain from the African Devel- opment Bank a loan (hereinafter called the ADB Loan) in an amount equivalent to eight million dollars ($8,000,000) to assist in financing part of the Project on the terms and conditions set forth in an agreement (hereinafter called the ADB Loan Agreement) to be entered into between the Borrower and the African Develop- ment Bank; and (F) the Borrower has requested from the Special Action Account established with funds contributed by the Member States of the European Economic Community additional assistance towards the financing of part of the Project and by an agreement (herein- after called the EEC Special Action Credit Agreement) of even date herewith between the Borrower and the International Development Association as Administrator (and hereinafter called the Adminis- trator) of the Special Action Account, the Administrator is -2- agreeing to provide such assistance in an aggregate principal amount equivalent to approximately two million dollars ($2,000,000) (hereinafter called the EEC Special Action Credit); WHEREAS the Bank has agreed, on the basis inter alia of the foregoing, to make the Loan available to the Borrower upon the terms and conditions set forth hereinafter and in a project agreement of even date herewith between the Bank, the Adminis- trator and DOPC; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I General Conditions; Definitions Section 1.01. The parties to this Agreement accept all the provisions of the General Conditions Applicable to Loan and Guarantee Agreements of the Bank, dated March 15, 1974, with the same force and effect as if they were fully set forth herein (said General Conditions Applicable to Loan and Guarantee Agree- ments of the Bank being hereinafter called the General Con- ditions). Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions have the respective meanings therein set forth and the following additional terms have the following meanings: (a) "Project Agreement" means the agreement between the Bank, IDA, as Administrator of the EEC Special Action Account and DOPC, of even date herewith, as the same may be amended from time to time, and such term includes all schedules and agreements supplemental to the Project Agreement; (b) "Subsidiary Financing Agreement" means the agreement to be entered into between the Borrower and DOPC pursuant to Section 3.01 (d) of this Agreement and Section 3.01 (c) of the Special Action Credit Agreement, as the same may be amended from time to time, and such term includes all schedules to the Subsidiary Financing Agreement; (c) "DOPC" means the Decoris Oil Palm Company, a company established and operating under the laws of the Borrower; -3- (d) "Parts of the Project" means with respect to DOPC all Parts of the Project except Parts G and H; (e) "Project Area" means the area located in Maryland County of Liberia bounded on the north and south by latitudes 40 45'N and 40 29'N and on the east and west by longitudes 70 4'W and 80 O'W and shall include such other area or areas as the Borrower may, with the Bank's agreement, determine; (f) "Subsidiary" means any company of which the majority of the outstanding voting stock or other proprietary interest is owned or effectively controlled by DOPC and/or by any one or more subsidiaries of DOPC; and (g) "IRHO" means Institut de Recherches pour les Huiles et 016agineux. ARTICLE II The Loan Section 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions in the Loan Agreement set forth or referred to, an amount in various currencies equivalent to twelve million dollars ($12,000,000). Section 2.02. The amount of the Loan may be withdrawn from the Loan Account in accordance with the provisions of Sched- ule 1 to this Agreement, as such Schedule may be amended from time to time by agreement between the Borrower and the Bank, 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. Section 2.03. Except as the Bank shall otherwise agree, procurement of the goods and civil works to be financed out of the proceeds of the Loan, shall be governed by the provisions of Schedule 1 to the Project Agreement. Section 2.04. The Closing Date shall be December 31, 1987 or such later date as the Bank shall establish. The Bank shall promptly notify the Borrower of such later date. Section 2.05. The Borrower shall pay to the Bank a commit- ment charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal amount of the Loan not withdrawn from time to time. Section 2.06. The Borrower shall pay interest at the rate of seven and ninety-five hundredths per cent (7-95%) per annum on the principal amount of the Loan withdrawn and outstanding from time to time. Section 2.07. Interest and other charges shall be payable semiannually on February 15 and August 15 in each year. Section 2.08. The Borrower shall repay the principal amount of the Loan in accordance with the amortization schedule set forth in Schedule 3 to this Agreement. ARTICLE III Execution of the Project Section 3.01. (a) The Borrower shall carry out Parts G and H of the Project with due diligence and efficiency and in accor- dance with appropriate administrative, financial and agricultural practices. (b) The Borrower shall cause DOPC to perform in accordance with the provisions of the Project Agreement all the obligations therein set forth, shall take or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable DOPC to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. The Borrower shall in particular include in its budgets funds suffi- cient to cover the estimates of expenditure approved for the Project by DOPC's Board and shall provide DOPC with the funds it shall require for the Project. (c) Without restriction or limitation on the Borrower's obligations under the foregoing paragraphs of this Section, the Borrower shall on terms and conditions satisfactory to the Bank: (i) contribute to DOPC's equity a total amount of about twenty-five million three hundred thousand dollars equivalent ($25,300,000) in accordance with Schedule 4 to this Agreement, as such schedule may be amended from time to time; (ii) cause to be provided to DOPC an amount equivalent to three million dollars ($3,000,000) or such funds as DOPC shall require to bring all plantings to maturity and the oil mill into operation; and (iii) make available to DOPC the proceeds of the CDC Loan, ADB Loan and EEC Special Action Credit. -5- (d) The Borrower shall relend seven million seven hundred thousand dollars ($7,700,000) out of the proceeds of the Loan to DOPC under a subsidiary financing agreement to be entered into between the Borrower and DOPC, under terms and conditions approved by the Bank including repayment of principal in 17 years, interest at not less than 10% per annum and 8 years of grace during which interest shall be capitalized. The said interest rate shall be reviewed annually by the Borrower in consultation with the Bank with a view to maintaining an adequate rate of interest. (e) The Borrower shall exercise its rights under the Sub- sidiary Financing Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan, and except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive the Subsidiary Financing Agreement or any provision thereof. Section 3.02. (a) In order to assist the Borrower in carrying out Part H of the Project, the Borrower shall employ consul- tants whose qualifications and experience and terms and conditions of employment (including terms of reference) shall be satisfactory to the Bank. (b) The Borrower shall promptly furnish the Bank for its review with the results of the study included in Part H of the Project. The carrying out by the Borrower of any recommendations of such study shall be in agreement with the Bank. (c) In order to assist the Borrower in monitoring the financial and technical progress of the Project, and evaluating its economic impact as well as establishing the data base for a follow-up project, the Borrower shall employ an agricultural economist whose qualifications and experience and terms and conditions of employment (including terms of reference) shall be satisfactory to the Bank. Section 3.03. (a) The Borrower shall take or cause to be taken all such action as shall be necessary to acquire as and when needed all such land and rights in respect of land as shall be required for the carrying out of the Project and shall furnish to the Bank, promptly after such acquisition, assurance satisfac- tory to the Bank that such land and rights in respect of land are available for purposes related to the Project. -6- (b) The Borrower shall no later than September 30, 1980 acquire and transfer to DOPC for a term of not less than 50 years additional land which DOPC will require to establish 5,000 hectares of plantations for the nucleus estate of the Project. (c) The Borrower shall take all necessary measures to compensate settlers now occupying land to be made available for the nucleus estate and smallholder block plantation. Criteria for determining compensation shall be satisfactory to the Bank and shall inter alia include provisions for cash payments for struc- tures and value of crops, land of comparable size and quality, as well as community facilities in the areas of resettlement. Section 3.04. The Borrower shall no later than Decem- ber 31, 1980 carry out soil surveys on about 5,500 hectares of land in villages adjacent to the nucleus estate, and shall demarcate and earmark suitable portions of that land for the establishment of the 2,500 hectares smallholder block plantations of the Project. Section 3.05. The Borrower shall cause the roads included in Part D of the Project (other than roads on the nucleus estate and feeder roads on smallholder plantations) to be adequately maintained in accordance with sound engineering practices and shall provide, promptly as needed, the funds, facilities and services required for the purpose. Section 3.06. The Borrower shall: (i) construct, no later than December 31, 1981, about 35 km of feeder roads linking smallholder plantations to the nucleus estate; (ii) rehabilitate about 9 km of the Fishtown-Harper road and resurface about 5 km of the Plebo-Harper road; and (iii) provide for the purpose funds presently estimated to be at least $900,000 and such other facili- ties and services as shall be required. Section 3.07. The Borrower shall no later than January 1, 1985 establish and thereafter maintain in a form and with func- tions and membership satisfactory to the Bank an oil palm pricing committee to determine producer prices to be paid by DOPC to smallholders for fresh fruit bunches. The members of the commit- tee shall include representatives of the ministries of Agricul- ture, Commerce, Finance, Planning and of DOPC and smallholders. The committee shall jointly with representatives of the Borrower, -7- DOPC and smallholders and using the results of the oil palm pricing policy study of the Project, establish a pricing formula for smallholder fresh fruit bunches, satisfactory to the Bank. Section. 3.08. The Borrower shall, from time to time, consult with the Bank about the future need of management services to be provided by an international firm or organization, and unless the Bank shall otherwise agree, shall cause DOPC to maintain the agreement referred to in Section 2.03 (a) of the Project Agreement or, in the event that said agreement is terminated, to enter into an agreement with another international firm under terms and conditions acceptable to the Bank. ARTICLE IV Other Covenants Section 4.01. (a) It is the policy of the Bank, in making loans to, or with the guarantee of, its members not to seek, in normal circumstances, special security from the member con- cerned but to ensure that no other external debt shall have priority over its loans in the allocation, realization or distri- bution of foreign exchange held under the control or for the benefit of such member. To that end, if any lien shall be created on any public assets (as hereinafter defined), as security for any external debt, which will or might result in a priority for the benefit of the creditor of such external debt in the allocation, realization or distribution of foreign exchange, such lien shall, unless the Bank shall otherwise agree, ipso facto and at no cost to the Bank, equally and ratably secure the principal of, and interest and other charges on, the Loan, and the Borrower, in creating or permitting the creation of such lien, shall make express provision to that effect; provided, however, that, if for any constitutional or other legal reason such provision cannot be made with respect to any lien created on assets of any of its political or administrative subdivisions, the Borrower shall promptly and at no cost to the Bank secure the principal of, and interest and other charges on, the Loan by an equivalent lien on other public assets satisfactory to the Bank. (b) The foregoing undertaking shall not apply to: (i) any lien created on property, at the time of purchase thereof, solely as security for payment of the purchase price of such property; and (ii) any lien arising in the ordinary course of banking transactions and securing a debt maturing not more than one year after its date. (c) As used in this Section, the term "public assets" means assets of the Borrower, of any political or administrative subdivision thereof and of any entity owned or controlled by, or operating for the account or benefit of, the Borrower or any such subdivision, including gold and other foreign exchange assets held by any institution performing the functions of a central bank or exchange stabilization fund, or similar functions, for the Borrower. Section 4.02. The Borrower shall maintain or cause to be maintained records adequate to reflect in accordance with con- sistently maintained appropriate accounting practices the opera- tions, resources and expenditures, in respect of Part H of the Project, of the departments or agencies of the Borrower respon- sible for carrying out that Part of the Project or any part thereof. ARTICLE V Remedies of the Bank Section 5.01. For the purposes of Section 6.02 of the General Conditions, the following additional events are specified pursuant to paragraph (k) thereof: (a) DOPC shall have failed to perform any of its obliga- tions under the Project Agreement; (b) a change shall have been made in the Articles of Incor- poration and By-laws of DOPC which would materially and adver- sely affect the operations or the financial condition of DOPC; (c) a resolution shall have been passed for the dissolution or liquidation of DOPC; (d) an extraordinary situation shall have arisen which shall make it improbable that DOPC will be able to perform its obligations under the Project Agreement; (e) the Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablish- ment of DOPC or for the suspension of its operations; and (f) (i) Subject to subparagraph (ii) below: -9- (A) the right of the Borrower to withdraw the proceeds of the CDC Loan, ADB Loan and EEC Special Action Credit shall have been suspended, cancelled or terminated in whole or in part, pursuant to the terms of the agreement providing therefor, or (B) any such loan shall have become due and payable prior to the agreed maturity therefor. (ii) Subparagraph (i) above shall not apply if: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Borrower to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Borrower from other sources on terms and conditions consistent with the obliga- tions of the Borrower under this Agreement. Section 5.02. For the purposes of Section 7.01 of the General Conditions, the following additional events are specified pursuant to paragraph (h) thereof: (a) any event specified in Section 5.01 (a) above shall occur and shall continue for a period of 60 days after notice thereof shall have been given by the Bank to the Borrower and DOPC; and (b) any event specified in paragraph (b), (c), (e) or (f) (i) (A) of Section 5.01 above shall occur. ARTICLE VI Effective Date; Termination Section 6.01. The following events are specified as addi- tional conditions to the effectiveness of the Loan Agreement within the meaning of Section 12.01 (c) of the General Conditions: (a) the execution of the Subsidiary Financing Agreement on behalf of the Borrower and DOPC, respectively, has been duly authorized or ratified by all necessary governmental and corporate action; - 10 - (b) conclusion of arrangements satisfactory to the Bank for making available to DOPC the proceeds of the CDC Loan and ADB Loan; (c) the signing of the management agreement referred to in Section 2.03 of the Project Agreement; (d) all conditions precedent to the effectiveness of the CDC Loan Agreement, ADB Loan Agreement and EEC Special Action Credit Agreement other than the effectiveness of the Loan Agree- ment shall have been fulfilled; (e) the Borrower shall have deposited an amount of not less than $900,000 into the DOPC Bank account; and (f) the Borrower shall have acquired and leased to DOPC for a period of not less than 50 years the 8,350 hectares for the nucleus estate under the Project. Section 6.02. The following are specified as additional matters, within the meaning of Section 12.02 (c) of the General Conditions, to be included in the opinion or opinions to be furnished to the Bank: (a) that the Project Agreement has been duly authorized or ratified by DOPC, and is legally binding upon DOPC in accor- dance with its terms; and (b) that the Subsidiary Financing Agreement has been duly authorized or ratified by the Borrower and DOPC and is legally binding upon the Borrower and DOPC in accordance with its terms. Section 6.03. The date /ei./* - Ju is hereby speci- fied for the purposes of Section 12.04 of the General Conditions. ARTICLE VII Representatives of the Borrower; Addresses Section 7.01. The Minister of Finance of the Borrower is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions. - 11 - Section 7.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Borrower: Ministry of Finance Monrovia Liberia Cable address: Telex: MINIFIN 4221 Monrovia For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INTBAFRAD 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, 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 LIBERIA By1 Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By A' 'Regional Vice President Western Africa - 12 - 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) Seeds, polybags, 2,900,000 100% of foreign fertilizers, tools expenditures and materials for directly imported items or 80% of local expenditures if procured locally (2) Palm oil mill 4,800,000 50% of foreign expenditures (3) Barge and port 1,300,000 100% of foreign installations expenditures (4) Roads 900,000 100% of foreign expenditures for directly imported items or 80% of local expenditures if procured locally (5) Consultants' 1,100,000 100% of foreign services and expenditures or technical assistance 80% of local expenditures (6) Unallocated 1,000,000 TOTAL 12,000,000 - 13 - 2. For the purposes of this Schedule: (a) the term "foreign expenditures" means expenditures in the currency of any country other than the Borrower and for goods or services supplied from the territory of any country other than the Borrower; provided however, that if the currency of the Borrower is also that of another country from the territory of which goods or services are supplied, expenditures in such cur- rency for such goods or services shall be deemed to be "foreign expenditures"; and (b) the term "local expenditures" means expenditures in the currency of the Borrower and for goods or services supplied from the territory of the Borrower. 3. The disbursement percentages have been calculated in compli- ance with the policy of the Bank that no proceeds of the Loan shall be disbursed on account of payments for taxes levied by, or in the territory of, the Borrower on goods or services, or on the importation, manufacture, procurement or supply thereof; to that end, if the amount of any such taxes levied on or in respect of any item to be financed out of the proceeds of the Loan decreases or increases, the Bank may, by notice to the Borrower, increase or decrease the disbursement percentage then applicable to such item as required to be consistent with the aforementioned policy of the Bank. 4. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of payments made for expendi- tures prior to the date of this Agreement. 5. Notwithstanding the allocation of an amount of the Loan or the disbursement percentages set forth in the table in para- graph 1 above, if the Bank has reasonably estimated that the amount of the Loan then allocated to any Category will be insuffi- cient to finance the agreed percentage of all expenditures in that Category, the Bank may, by notice to the Borrower: (i) reallocate to such Category, to the extent required to meet the estimated shortfall, proceeds of the Loan which are then allocated to another Category and which in the opinion of the Bank are not needed to meet other expenditures; and (ii) if such reallo- cation cannot fully meet the estimated shortfall, reduce the disbursement percentage then applicable to such expenditures in order that further withdrawals under such Category may continue until all expenditures thereunder shall have been made. - 14 - 6. If the Bank shall have reasonably determined that the procurement of any item in any Category is inconsistent with the procedures set forth or referred to in this Agreement, no expenditures for such item shall be financed out of the proceeds of the Loan and the Bank may, without in any way restricting or limiting any other right, power or remedy of the Bank under the Loan Agreement, by notice to the Borrower, cancel such amount of the Loan as, in the Bank's reasonable opinion, represents the amount of such expenditures which would otherwise have been eligible for financing out of the proceeds of the Loan. - 15 - SCHEDULE 2 Description of the Project The Project which is designed to assist the Borrower in the generation of oil palm export earnings and provision of employment and incomes for rural families living in the Project Area consists of the following Parts: Part A: (1) Establishment and operation of an oil palm nucleus estate Plantation of about 5,000 hectares. (2) (a) Development of smallholder oil palm block planta- tions totalling about 2,500 hectares. (b) Provision of grants and credits and technical services to smallholders for the development of their block plantations. (3) Establishment of a fruit collection system for the nucleus estate and smallholder block plantations. Part B: Training of DOPC's Liberian staff and of smallhold:rs, including on-the-job training and training abroad for DOPC's staff. Part C: Construction of an oil mill with a processing capacity of 30 tons of fresh fruit bunches per hour including a maintenance workshop for the mill. Part D: Construction within the nucleus estate and smallholder block plantations of about 350 km of collector trecks including supporting culverts and bridges and about 93 km of feeder roads, construction within the nucleus estate of about 27 km of main access roads, and construction between the nucleus estate and the Fishtown - Harper road of about 6 km of main access road. - 16 - Part E: Construction and installation of storage and port facilities at Harper to facilitate loading to mainline vessels and shipping, including an oil palm storage depot, a pumping boiler room, a weighbridge capable of handling trucks of 20 tons capacity, two mooring dolphins and procurement of a 500 ton barge fitted with two diesel palm oil pumps. Part F: (1) Provision of about 55 man-months of consultants' ser- vices for preparation of preliminary designs of the palm oil mill, preparation of tender documents, analysis of tenders, supervision of mill construction, design and supervision of construction of port facilities at Harper. (2) Provision of about 12 man-months of consultants' ser- vices for design and supervision of access and feeder roads of the Project. (3) Provision of about 6 man-months of consultants' services for the preparation of a follow-up oil palm project. Part G: Rehabilitation and resurfacing of about 14 km of main access roads, construction of about 35 km of feeder roads (between the nucleus estate and smallholder block plantations) including supporting culverts and bridges. Part H: Provision of about 16 man-months of consultants' services for a review of the oil palm industry in Liberia; a study to develop a pricing formula for smallholders' fresh fruit bunches; and 3 man-years of technical assistance for strengthening the monitoring and evaluation unit of the Borrower's Ministry of Agriculture. The Project is expected to be completed by June 30, 1987. - 17 - SCHEDULE 3 Amortization Schedule Payment of Principal Date Payment Due (expressed in dollars)* On each February 15 and August 15 beginning February 15, 1985 and ending August 15, 1999 400,000 * To the extent that any portion of the Loan is repayable in a currency other than dollars (see General Conditions, Section 4.02), the figures in this column represent dollar equivalents determined as for purposes of withdrawal. - 18 - Premiums on Prepayment The following percentagc-s are specified as the premiums payable on repayment in advance of maturity of any portion of the principal amount of the loan pursuant to Section 3.05 (b) of the General Conditions: Time of Prepayment Premium Not more than three years before maturity 1.20% More than three years but not more than six years before maturity 2.40% More than six years but not more than eleven years before maturity 4.35% More than eleven years but not more than sixteen. years before maturity 6.35% More than sixteen years but not more than eighteen years before maturity 7.15% More than eighteen years before maturity 7.95% - 19 - SCHEDULE 4 Equity Contrioutions in DOPC (expressed in millions of dollars) From EEC From the Special Fiscal Borrower's From the From CDC From ADB Action Years Resources Bank Loan Loan Loan Credit Total 1981 0.5 0.4 0.4 0.2 0.7 2.2 1982 1.1 0.3 0.7 0.4 1.3 3.8 1983 1.1 0.4 0.5 0.4 - 2.4 1984 2.6 0.8 1.0 0.6 - 5.0 1985 4.2 1.3 1.7 0.9 - 8.1 1986 2.0 0.7 0.6 - - 3.3 1987 0.3 0.1 0.1 - - 0.5 TOTAL 11.8 4.0 5.0 2.5 2.0 25.3 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Bank fir Reconstruction and Develop- ment. In witness whereof I have signed this Certifi- cate and affixed the Seal of the Bank thereunto this l t day of I e_ . , 197. FOR SECRETARY