Conformed Copy - L3364 - Gas Flaring Reduction Project - Co-Lenders' Agreement

Page 1 CONFORMED COPY CO-LENDERS' AGREEMENT relating to the cofinancing of the Gas Flaring Reduction Project in India between THE EXPORT-IMPORT BANK OF JAPAN and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT July 28, 1993 CO-LENDERS' AGREEMENT This Agreement, made and entered into as of the 28th day of July, 1993, between the INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter referred to as the "World Bank") and the EXPORT-IMPORT BANK OF JAPAN (hereinafter referred to as the "EXIMBANK"). WITNESSETH WHEREAS: (A) The Oil and Natural Gas Commission (hereinafter referred to as the "Borrower") has requested the World Bank to assist in the financing of Gas Flaring Reduction Project (hereinafter referred to as the "Project"); (B) The World Bank has entered into a Loan Agreement (Loan Number 3364-IN) with the Borrower, dated July 11, 1991 (hereinafter referred to as the "World Bank Loan Agreement"), under which the World Bank has agreed to lend to the Borrower, on the terms and conditions therein set forth or referred to, an amount in various currencies equivalent to four hundred fifty million United States Dollars (US$450,000,000.00) (hereinafter referred to as the "World Bank Loan"), to finance part of the costs of goods and services required for the Project; (C) The World Bank Loan is guaranteed by a guarantee (hereinafter referred to as the "World Bank Guarantee") given by India acting by its President (the "Guarantor") pursuant to a Guarantee Agreement between the Guarantor and the World Page 2 Bank, dated July 11, 1991; (D) The Borrower has requested the EXIMBANK to assist in financing the costs of goods and services required for the expansion project of the Hazira Gas Terminal (hereinafter referred to as the "Hazira Expansion Project") which constitutes a part of the Project; (E) In response to the request made by the Borrower, the EXIMBANK has entered into a Loan Agreement with the Borrower dated July 28, 1993 (hereinafter referred to as the "EXIMBANK" Loan Agreement"), under which the EXIMBANK has agreed to make available to the Borrower on an united basis, on the terms and conditions therein set forth or referred to, a loan facility in Yen in an aggregate amount not to exceeding twenty-two billion five hundred and twenty-five million Yen (