Cameroon - Artisans & Small & Medium-Scale Enterprise II : Loan 1920 - Loan Agreement - Conformed

0"PCTAi" '_' LOAN NUMBER 1920 CM Loan Agreement (Artisans and Small and Medium-Scale Enterprise II Project) between UNITED REPUBLIC OF CAMEROON and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated Lo, 1981 LOAN NUMBER 1920 CM LOAN AGREEMENT AGREEMENT, dated , 1981, between UNITED REPUBLIC OF CAMEROON (hereinafter called the Borrower) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (herein- after called the Bank). WHEREAS (A) the Borrower has requested the Bank to assist in the financing of the foreign exchange cost of the Project described in Schedule 2 to this Agreement by making the Loan as hereinafter provided; (B) Parts A and B of the Project will be carried out by Banque Camerounaise de D6veloppement (hereinafter defined as BCD) and Part C by Centre National d'Assistance aux Petites et Moyennes Enterprises (hereinafter defined as CAPME), all with the Borrower's assistance and, as part of such assistance, the Bor- rower will make available to BCD and CAPME, respectively, the proceeds of the Loan as hereinafter provided; (C) technical assistance is also being provided to BCD by the Caisse Centrale de Coop6ration Economique and to CAPME by, inter alia, the Federal Republic of Germany, the United Nations Industrial Development Organization and the International Labor Organization for the strengthening and expansion of BCD's and CAPME's respective operations; (D) BCD, CAPME and the Fonds d'Aide et de Garantie des Credits aux Petites et Moyennes Enterprises (hereinafter defined as FOGAPE) intend to cooperate closely in the execution of the Project; (E) pursuant to a development credit agreement dated July 30, 1975, the International Development Association has extended a development credit (No. 575 CM; hereinafter called the Prior Credit) to the Borrower to assist in financing a small and medium-scale enterprise project; and 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 and BCD; NOW THEREFORE the parties hereto hereby agree as follows: -2- 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 October 27, 1980, with the same force and effect as if they were fully set forth herein, subject, however, to the modifications thereof set forth in Schedule 5 to this Agreement (said General Conditions Applicable to Loan and Guarantee Agreements of the Bank, as so modified, being hereinafter called the General Conditions). Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions and in the Preamble to this Agreement have the respective meanings therein set forth and the following additional terms have the following meanings: (a) "BCD" means Banque Camerounaise de Developpement, a Societ6 d'6conomie mixte d'interet national of the Borrower established and operating pursuant to the statutes of BCD approved by the Borrower's Decree No. 64/DF/487 of December 16, 1964, as such statutes may be amended from time to time; (b) "Project Agreement" means the agreement between the Bank and BCD of even date herewith, as the same may be amended from time to time, and such term includes all agreements supplemental to the Project Agreement; (c) "Financing Agreement" means the agreement to be entered into between the Borrower and BCD pursuant to Section 3.01 (b) of this Agreement, as the same may be amended from time to time, and such term includes any schedule to the Financing Agreement; (d) "CAPME" means the Centre National d'Assistance aux Petites et Moyennes Enterprises, an Etablissement public a caractore industriel et commercial of the Borrower established and operating pursuant to the Borrower's Law No. 70/LF/7 of May 20, 1970 and Decree No. 71/DF/332 of July 12, 1971, as such Law and Decree may be amended from time to time; (e) "Sub-loan" means a loan or credit made or proposed to be made by BCD to an Investment Enterprise for an Investment Project out of the proceeds of the Loan relent to BCD under the Financing Agreement; -3- (f) "free-limit Sub-loan" means a Sub-loan for an Artisans and Small-scale Investment Project in an amount to be financed out of the proceeds of the Loan which shall not exceed the sum of (i) CFAF 30 million, when added to any other outstanding amounts financed or proposed to be financed out of the proceeds of the Loan or of the Prioi Credit for such Investment Project, or (ii) $3 million equivalent, when added to all other free-limit Sub- loans financed or proposed to be financed out of the proceeds of the Loan, the foregoing amounts being subject to change from time to time as determined by the Bank; (g) "Investment Enterprise" means an enterprise to which BCD proposes to make or has made a Sub-loan and of which a major- ity of the outstanding voting stock or other proprietary interest is owned or effectively controlled by nationals of the Borrower or by the Borrower; (h) "Investment Project" means a specific development project to be carried out by an Investment Enterprise utilizing the proceeds of a Sub-loan; (i) "Artisans and Small-scale Investment Project" means an Investment Project estimated to cost not more than CFAF 50 million; (j) "Medium-scale Investment Project" means an Investment Project estimated to cost more than CFAF 50 million, but less than CFAF 500 million; (k) "CFA francs" and the letters "CFAF" mean the currency of the Borrower; (1) "foreign currency" means any currency other than the currency of the Borrower; (m) "Statutes" means the statutes of BCD referred to in paragraph (a) of this Section, as amended from time to time; (n) "Statement of Policy" means the D6claration de Politique Gfnerale of BCD dated May 9, 1975, adopted and approved by its Board of Directors on May 26, 1975, as such D6claration may be amended from time to time; (0) "By-laws" means the Reglement Intfrieur of BCD as last amended on November 15, 1973 and approved by the Borrower's -4- Order No. 24/CAB/PR of January 29, 1974, and as such Reglament may be further amended from time to time; (p) "Subsidiary" means any company of which a majority of the outstanding voting stock or other proprietary interest is owned or effectively controlled by BCD or by any one or more subsidiaries of BCD or by BCD and one or more of its subsidiaries; and (q) "FOGAPE" means the Fonds d'Aide et de Garantie des Cr6dits aux Petites et Moyennes Entreprises of the Borrower established and operating pursuant to the Borrower's Decree No. 75/238 of April 2, 1975, as such Decree may be amended from time to time. 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 fifteen million dollars ($15,000,000). 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, as fol- lows: (a) for amounts paid (or, if the Bank shall so agree, amounts to be paid) by BCD to finance the reasonable cost of goods and services required for the Investment Project in respect of which the withdrawal from the Loan Account is requested; provided, however, that no with- drawal shall be made in respect of an Investment Project unless (i) the Sub-loan for such Investment Project shall have been approved by the Bank, or (ii) the Sub-loan for such Investment Project shall be a free- limit Sub-loan for which the Bank shall have authorized withdrawals from the Loan Account; and (b) for expenditures made (or, if the Bank shall so agree, to be made) in respect of the reasonable cost of services required for Parts B and C of the Project and to be financed out of the proceeds of the Loan. -5- Section 2.03. The Closing Date shall be June 30, 1986 or such later date as the Bank shall establish. The Bank shall promptly notify the Borrower of such later date. Section 2.04. The Borrower shall pay to the Bank a 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 2.05. The Borrower shall pay interest at the rate of nine and one-fourth per cent (9-1/4%) per annum on the princi- pal amount of the Loan withdrawn and outstanding from time to time. Section 2.06. Interest and other charges shall be payable semiannually on February 15 and August 15 in each year. Section 2.07. The Borrower shall repay the principal amount of the Loan in accordance with the amortization schedule set forth in Schedule 3 to this Agreement. Section 2.08. Unless the Bank and the Borrower shall other- wise agree: (a) If a Sub-loan or any part thereof shall be repaid to BCD in advance of maturity or sold, transferred, assigned or otherwise disposed of for value by BCD, the Borrower shall repay to the Bank on the next following interest payment date, together with the premiums specified in Schedule 3 to this Agreement, the amount withdrawn from the Loan Account in respect of such Sub-loan or part thereof and not theretofore repaid to the Bank. (b) Any amount so repaid by the Borrower shall be applied by the Bank to the maturity or maturities of the Loan in amounts corresponding to the outstanding amounts of the maturity or maturities of the Sub-loan so repaid or disposed of. (c) Paragraph (b) of Section 3.04 of the General Conditions shall not apply to any repayment made under paragraph (a) of this Section. ARTICLE III Use of the Proceeds of the Loan and Execution of the Project Section 3.01. (a) Without any limitation or restriction upon any of its other obligations under the Loan Agreement, -6- the Borrower shall cause BCD 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 necessary or appropriate to enable BCD to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. (b) The Borrower shall relend the proceeds of the Loan allocated to Parts A and B of the Project to BCD under a financing agreement to be entered into between the Borrower and BCD on terms and conditions which shall have been approved by the Bank, includ- ing, inter alia, those set forth in Part A of Schedule 4 to this Agreement. (c) The Borrower shall exercise its rights under the 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, nor amend, abrogate or waive the Financing Agreement or any provision thereof. Section 3.02. (a) The Borrower shall cause 'CAPME to carry out Part C of the Project with due diligence and efficiency and in conformity with appropriate administrative, economic and financial practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the purpose. (b) The Borrower shall make available to CAPME, on a grant basis, the proceeds of the Loan allocated to Part C of the Project. Section 3.03. In order to assist CAPME in carrying out Part C of the Project, the Borrower shall employ or cause to be employed an adviser whose qualifications, experience and terms and condi- tions of employment shall be satisfactory to the Bank. Section 3.04. Except as the Bank may otherwise agree, the Borrower shall cause the services financed out of the proceeds of the Loan allocated to Part C of the Project to be used exclusively for said Part of the Project. Section 3.05. (a) The Borrower shall furnish or cause to be furnished to the Bank, promptly upon their preparation, the contract documents and work schedules for Part C of the Project, and any material modifications thereof or additions thereto, in such detail as the Bank shall reasonably request. - 7 - (b) The Borrower shall cause CAPME: (i) to maintain records and procedures adequate: (A) to to record and monitor the progress of Part C of the Project (including its cost and the benefits to be derived from it); and (B) to reflect in accordance with consistently maintained appropriate accounting practices the operations, resources and expenditures of CAPME in respect of said Part of the Project; (ii) to enable the Bank's accredited representatives to visit the facilities included in said Part of the Project and to examine any relevant records and documents; and (iii) to furnish to the Bank at regular intervals all such information as the Bank shall reasonably request concerning the Project, the cost of Part C thereof and, where appropriate, the benefits to be derived from it, the expenditure of the proceeds of the Loan allocated thereto and the services financed out of such proceeds, including, without limitation to the foregoing, semi-annual progress reports on the execution of Part C of the Project. (c) The Borrower shall cause CAPME to prepare and furnish to the Bank, promptly after completion of Part C of the Project, but in any event not later than six months after the Closing Date or such later date as may be agreed for this purpose between the Borrower and the Bank, a report, of such scope and in such detail as the Bank shall reasonably request, on the execution of Part C of the Project, its cost and the benefits derived and to be derived from it, further action envisaged by CAPME on the basis of the results of said Part of the Project, and the accomplishment of the purposes of the Loan in respect of said Part of the Project. 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 concerned but to ensure that no other external debt shall have priority -8- over its loans in the allocation, realization or distribution 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 alloca- tion, 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 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 represents and warrants that it: (a) has taken or caused to be taken all measures necessary to increase BCD's share capital to a level sufficient to absorb the prior losses of BCD and to provide to BCD the resources required for the development of its activities; and -9- (b) has paid in or caused to be paid in, promptly as called by the Board of Directors (Conseil d'Administration) of BCD, the amounts required on account of such capital increase. Section 4.03. Prior to any substantial modification of the terms and conditions of FOGAPE guarantees, the Borrower shall review the modifications proposed to be made in consultation with the Bank. 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) BCD shall have failed to perform any covenant, agreement or obligation of BCD under the Project Agreement. (b) An extraordinary situation shall have arisen which shall make it improbable: (i) that BCD will be able to perform its obligations under the Project Agreement; or (ii) that CAPME will be able to carry out Part C of the Project in accordance with the provisions of this Agreement. (c) Any Decree of the Borrower referred to in paragraph (a) or (q) of Section 1.02 of this Agreement, or the Statutes, shall have been amended, suspended, abrogated, repealed or waived in such a way as to affect materially and adversely the ability of BCD to carry out the covenants, agreements and obligations set forth in the Project Agreement. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablish- ment of BCD or for the suspension of its operations. - 10 - (e) The Borrower or any other authority having jurisdic- tion shall have taken any action for the dissolution or dis- establishment of CAPME or for the suspension of its operations without prior arrangements satisfactory to the Bank having been made for the transfer to another agency or entity of the Borrower of the functions of CAPME regarding the execution of Part C of the Project. (f) BCD shall be unable to pay its debts as they mature or any action or proceeding shall have been undertaken whereby any of the property of BCD shall or may be distributed among its credi- tors. (g) Any part of the principal amount of any loan to BCD having an original maturity of one year or more shall, in accord- ance with its terms, have become due and payable in advance of maturity, as provided in the relative contractual instruments, or any security for any such loan shall have become enforceable. (h) A Subsidiary or any other entity shall have been created or acquired or taken over by BCD, if such creation, acquisition or taking over would adversely affect the conduct of BCD's business, its financial situation, the efficiency of its management and personnel or the carrying out of Parts A and B of the Project. (i) A representation made by BCD in or pursuant to the Project Agreement, or any statement furnished in connection therewith, and intended to be relied upon by the Bank in making the Loan, shall have been incorrect in any material respect. 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 paragraph (a) or (h) of Section 5.01 of this Agreement shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Bank to the Borrower and BCD; and (b) any event specified in paragraphs (c), (d) or (g) of Section 5.01 of this Agreement shall occur. - 11 - ARTICLE VI Effective Date; Termination Section 6.01. The following event is specified as an addi- tional condition to the effectiveness of the Loan Agreement within the meaning of Section 12.01 (c) of the General Conditions, namely that the Financing Agreement has been executed on behalf of the Borrower and BCD. . 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 BCD, and is legally binding upon BCD in accordance with its terms; and (b) that the Financing Agreement has been duly author- ized or ratified by the Borrower and BCD and is legally binding upon the Borrower and BCD in accordance with its terms. Section 6.03. The date 3, 0mbeA- Q , is hereby speci- fied for the purposes of Section 12.04 of the General Conditions. ARTICLE VII Representative of the Borrower; Addresses Section 7.01. The Minister of the Borrower responsible for planning is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions. Section 7.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Borrower: Ministry of Economic Affairs and Planning Yaound6 United Republic of Cameroon - 12 - Cable address: Telex: MINEP 8268KN or Yaoundf 8203KN For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable addreJ,s: 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. UNITED REPUBLIC OF CAMEROON By Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By Regional Vice President Western Africa - 13 - 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) Part A of the Project: (a) Artisans and 5,000,000 70% Small-scale Investment Projects (b) Medium-scale 9,500,000 70% Investment Projects (2) Technical assistance, 300,000 100% auditing and training services under Part B of the Project (3) Advisory services 200,000 80% under Part C of the Project TOTAL 15,000,000 2. Notwithstanding the provisions of paragraph 1 above and except as the Bank may otherwise agree, no withdrawals shall be made on account of: (a) payments made for expenditures by an Investment Enter- prise, BCD or CAPME prior to the date of this Agreement, except - 14 - that withdrawals, in an aggregate amount not exceeding the equiva- lent of $110,000, may be made in respect of Category 2 on account of payments for expenditures for auditing services made before that date but after January 1, 1980; (b) expenditures by an Investment Enterprise in respect of a Sub-loan subject to the Bank's approval if such expenditures shall have been made more than ninety days prior to the date on which the Bank shall have received in respect of such Sub-loan the application and information required under Section 2.03 (b) of the Project Agreement or, in respect of a free-limit Sub-loan, more than ninety days prior to the date on which the Bank shall have received in respect of such free-limit Sub-loan the request and information required under Section 2.03 (c) of the Project Agree- ment; and (c) expenditures in the currency of the Borrower by an Investment Enterprise in respect of a Sub-loan, unless they are made to finance: (i) goods previously imported into the territory of the Borrower through normal trade channels and from countries which are members of the Bank (or from Switzerland); (ii) goods produced in the territory of the Borrower to a substantial extent from components or raw materials so imported; or (iii) construc- tion works or other services carried out by national contractors; provided, however, that such expenditures for goods or services supplied from the territory of another country whose currency is the same as that of the Borrower shall be deemed not to be ex- penditures in the currency of the Borrower for the purposes of this paragraph. 3. 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 Category (2) or (3) will be insufficient 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 any other Category or Sub-category and which in the opinion of the Bank are not needed to meet other expenditures; and (ii) if such reallocation cannot fully meet the estimated shortfall, reduce the disbursement percentage then applicable to such expend- itures in order that further withdrawals under such Category may continue until all expenditures thereunder shall have been made. - 15 - SCHEDULE 2 Description of the Project The Project is designed to assist BCD in the expansion of its financial and technical assistance to Cameroonian small and medium-scale enterprises, to strengthen BCD's management and operations, to assist CAPME in the preparation and execution of a pilot program promoting artisans, and to improve the coordina- tion of financial and other assistance to Cameroonian enterprises. The Project consists of the following Parts: Part A: Credit Program A credit program to finance economic development in the territory of the Borrower through loans for productive purposes to artisans and small and medium-scale enterprises in such territory for specific Investment Projects in all productive sectors (other than trade). Part B: Strengthening of BCD Improvement of BCD's loan processing and supervision proce- dures, accounting and financial management, including training of BCD staff in financial management and technical and financial analysis of investment projects. Part C: Artisan Promotion A pilot program designed to develop channels for providing technical assistance to artisans and to facilitate their access to credit, inter alia through promotion of artisanal credit coopera- tives and the' organization of artisans' groups for the bulk purchase of raw materials and the marketing of their products. The Project is expected to be completed by December 31, 1985. - 16 - SCHEDULE 3 Amortization Schedule Payment of Principal Date Payment Due (expressed in dollars)* On each February 15 and August 15 beginning August 15, 1984 through February 15, 1996 625,000 * To the extent that any portion of the Loan is repayable in a currency other than dollars (see General Conditions, Section 4.04), the figures in this column represent dollar equivalents determined as for purposes of withdrawal. - 17 - Premiums on Prepayment The following percentages 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 3.04 (b) of the General Conditions or Section 2.08 (a) of the Loan Agree- ment: Time of Prepayment Premium Not more than three years before maturity 1.85% More than three years but not more than six years before maturity 3.70% More than six years but not more than eleven years before maturity 6.80% More than eleven years but not more than thirteen years before maturity 8.00% More than thirteen years before maturity 9.25% - 18 - SCHEDULE 4 Relending Arrangements and Financial Terms and Conditions of Sub-loans A. Relending Arrangements between the Borrower and BCD The Financing Agreement shall provide for the relending by the Borrower to BCD of the CFA franc equivalent of the proceeds of the Loan allocated to Parts A and B of the Project on the following terms and conditions: 1. Term: fifteen years, including three years of grace 2. Foreign exchange risk: borne by the Borrower 3. Interest and other charges: (a) Interest: 9-1/4% per annum on the outstanding principal amount (b) Commitment charge: 0.75% per annum on the unwith- drawn principal amount, accru- ing from the date sixty days after the date of the Loan Agreement B. Financial Terms and Conditions of Sub-loans 1. Sub-loan amount: up to 80% of the estimated cost of the Investment Project 2. Maturities: as provided in Section 2.03 (d) of the Project Agreement 3. Interest and other charges: (a) Interest: 9-1/4% per annum on the outstanding principal amount (b) Margin of BCD: 2.25% to 2.75% (c) Guarantee fee: 1.25% per annum on the outstanding principal amount of Sub-loans guaranteed by FOGAPE - 19 - (d) Commitment charge: amounts payable by BCD to the Borrower as provided in para- graph 3 (b) of Part A of this Schedule - 20 - SCHEDULE 5 Modifications of the General Conditions For the purposes of the Loan Agreement, the provisions of the General Conditions are modified as follows: (1) The following subparagraph (d) is added to Section 3.04: "(d) The Bank and the Borrower may from time to time agree upon arrangements for prepayment of the Loan and the application of such prepayment in addition to, or in substitution for, those set forth in paragraph (b) of this Section." (2) The words "Investment Projects and the other Parts of" are inserted immediately preceding the words "the Project" at the end of Section 5.03. (3) Section 6.03 is deleted and replaced by the following new Section: "Section 6.03. Cancellation by the Bank. If (a) the right of the Borrower to make withdrawals from the Loan Account shall have been suspended with respect to any amount of the Loan for a continuous period of thirty days, or (b) by the date specified in Section 2.03 (e) of the Project Agree- ment no applications or requests permitted under paragraph (b) or paragraph (c) of such Section shall have been received by the Bank in respect of any portion of the Loan, or having been so received, shall have been denied, or (c) after the Closing Date an amount of the Loan shall remain unwithdrawn from the Loan Account, the Bank may by notice to the Borrower terminate the right of the Borrower to submit such applica- tions or requests or to make withdrawals from the Loan Account, as the case may be, with respect to such amount or portion of the Loan. Upon the giving of such notice such amount or portion of the Loan shall be cancelled." 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 for Reconstruction and Develop- ment. In witness whereof I have signed this Certifi- cate and affixed the Seal of the Bank thereunto this :6VL day of ' ,198 L. FOR-SECRTJR Y