India - Third Rural Electrification Project : Loan 2165 - Project Agreement - Conformed

LOAN NUMBER 2165 IN Project Agreement (Third Rural Electrification Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and RURAL ELECTRIFICATION CORPORATION LIMITED Dated , 1982 LOAN NUMBER 2165 IN PROJECT AGREEMENT AGREEMENT, dated , 1982, between INTERNATIONAL DEVELOPMENT ASSOCIATION (hereinafter called the Association) and RURAL ELECTRIFICATION CORPORATION LIMITED (hereinafter called REC). WHEREAS by the Loan Agreement of even date herewith between India, acting by its President (hereinafter called the Borrower) and the Bank, the Association has agreed to make available to the Borrower an amount in various currencies equivalent to three hundred four million five hundred thousand dollars ($304,500,00c), on the terms and conditions set forth in the Loan Agreement, but only on condition that REC agree to undertake such obligations toward the Bank as are hereinafter set forth; WHEREAS by a subsidiary loan agreement to be entered into between the Borrower and REC, part of the proceeds of the loan provided for under the Loan Agreement will be made available to REC on the terms and conditions therein set forth; and WHEREAS REC, in consideration of the Association's entering into the Loan Agreement with the Borrower, has agreed to undertake the obligations hereinafter set forth; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I Definitions Section 1.01. Wherever used in this Agreement, unless the context shall otherwise require, the several terms defined in the Loan Agreement and in the General Conditions (as so defined) have the respective meanings therein set forth. ARTICLE II Execution of the Project Section 2.01. REC shall carry out Part C of the Project described in Schedule 2 to the Loan Agreement, and cause Part B of the Project to be carried out through the Boards, with due dili- gence and efficiency and iii conformity with appropriate admini- strative, financial, economic, investment, engineering and public utility standards and practices. -2- Section 2.02. Except as the Bank shall otherwise agree, procurement of the goods and civil works to be financed out of of the proceeds of the Loan shall be governed by the provisions of Schedule 1 to this Agreement. Section 2.03. (a) Except as the Bank may otherwise agree, any Sub-loan out of the proceeds of the Loan made available to REC by the Borrower for any REC Scheme under Part B of the Project shall be made by REC only where the Board carrying out such a Scheme shall have satisfied and shall continue to satisfy 'he criteria for eligibility to receive such financing under the Project set forth or referred to in Schedule 2 to this Agreement. (b) REC shall cause each Board carrying out REC Schemes under Part B of the Project to comply with the provisions set forth in Schedule 3 to this Agreement. Section 2.04. REC shall exercise its rights in relation to each Sub-loan in such manner as to: (i) protect the interest of the Borrower, the Bank and REC; (ii) comply with its obligations under this Agreement; and (iii) achieve the purposes of the Project. Section 2.05. (a) REC undertakes to insure, or make adequate provision for the insurance of, the imported goods to be financed out of the proceeds of the Loan for Part C of the Project against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, and for such insurance any indemnity shall be payable in a currency freely usable by REC to replace or repair such goods. (b) Except as the Bank may otherwise agree, REC shall cause all goods and services financed out of the proceeds of the Loan made available to it by the Borrower for Part C of the Project to be used exclusively for the Project. Section 2.06. (a) REC shall furnish to the Bank, promptly upon their preparation, the plans, specifications, reports, contract documents and work and procurement schedules for Part C of the Project, and any material modifications thereof or addi- tions thereto, in such detail as the Bank shall reasonably request. (b) REC shall: (i) maintain records and procedures adequate to record and monitor the progress of Parts B and C of the -3- Project (including the cost and the benefits to be derived from said Parts of the Project), to identify the goods and services financed out of the proceeds of the Loan, and to disclose the use thereof in the Project; (ii) enable the Bank's representatives to visit the facilities and construction sites included in the Project and to examine the goods financed out of the proceeds of the Loan and any relevant records and documents; and (iii) furnish to the Bank at regular intervals all such information as the Bank shall reasonably request concerning the Project, its cost and, where appropriate, the benefits to be derived from it, the expen- ditures of such proceeds and the goods and services financec out of such proceeds. (c) Upon the award of any contract for goods, works or services to be financed out of the proceeds of the Loan, the Bank may publish a description thereof, the name and nationality of the party to whom the contract was awarded and the contract price. (d) Promptly after completion 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 Bank and REC, REC shall prepare and furnish to the Bank a report, of such scope and in such detail as the Bank shall reasonably request, on the execution and initial operation of the Project, its cost and the benefits derived and to be derived from it, the performance by the Bank and REC of their respective obligations under the Project Agreement and the accomplishment of the purposes of the Loan. Section 2.07. REC shall duly perform all its obligations under the Subsidiary Loan Agreement. Except as the Bank shall otherwise agree, REC shall not take or concur in any action which would have the effect of amending, abrogating, assigning or waiving the Subsidiary Loan Agreement or any provision thereof. Section 2.08. (a) REC shall at the request of the Bank, exchange views with the Bank with regard to the progress of Parts B and C of the Project, the performance of its obligations under this Agreement and under the Subsidiary Loan Agreeient, and other matters relating to the purposes of the Loan. (b) REC shall promptly inform the Bank of any condition which interferes or threatens to interfere with the progress of the Project, the accomplishment of the purposes 6f the Loan, or -4- the performance by REC of its obligations under this Agreement and under the Subsidiary Loan Agreement. Section 2.09. For the purpose of implementing Part A of the Project, REC shall assume full responsibility on behalf of the Borrower for: (i) the technical appraisal and approval of SI Schemes, (ii) the supervision and monitoring of implementation of such Schemes and of the procurement of goods and services there- for, and (iii) the obtaining and furnishing to the Bank of all such information relating thereto in such detail as the Bank shall reasonably request. ARTICLE III Management and Operations of REC Section 3.01. REC shall at all times manage its affairs, maintain its financial position, plan its future expansion and carry on its operations, all in accordance with sound business investment, financial, administrative and engineering standards and practices and under the supervision of experienced and competent management assisted by adequate and competent staff and in accordance with the Memorandum and Articles. Section 3.02. Except as the Bank and REC shall otherwise agree, REC shall: (i) not sell, lease, transfer or otherwise dispose of any of its property or assets, except in the ordinary course of business; and (ii) take all action necessary to maintain its corporate existence and right to carry on operations and to acquire, maintain and renew all rights, powers, privileges and franchises necessary or useful in the conduct of its business. Section 3.03. REC shall duly perform all its obligations under agreements under which funds have been lent or otherwise put at the disposal of REC by the Borrower or its agencies or others for relending, investment or management. REC shall promptly inform the Bank of any action which would have the effect of assigning, or of amending, abrogating or waiving any material provision of, any such agreement. ARTICLE IV Financial Covenants Section 4.01. REC shall maintain records adequate to reflect in accordance with consistently maintained appropriate accounting practices its operations and financial condition. -5- Section 4.02. REC shall: (i) have its accounts and financial statements (balance sheets, statements of income and expenses and related statements) for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the 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, (A) certified copies of its financial statements for such year as so audited and (B) the report of such audit by said auditors, of such scope and in such detail as the Bank shall have reasonably requested; and (iii) furnish to the Bank such other information concerning the accounts and financial statements of REC and the audit thereof as the Bank shall from time to time reasonably request. Section 4.03. (a) Except as the Bank may otherwise agree, REC shall ensure that in any fiscal year: (i) its administrative costs and the amounts paid by it as interest and other charges on its debt shall not exceed 90% of the agg.regate amounts received by it as interest on its loans and investments; and (ii) its internally generated funds are not less than 1.2 times its debt service requirement. (b) For the purposes of this Section: (i) the term "internally generated funds" means gross revenues from all sources related to the REC's operations, including the repayments received on loans by REC, less all expenses incurred on account of such operations, including expenses of adminis- tration, taxes or payments in lieu of taxes, if any, and dividends, but before any provision is made for depreciation, interest and other charges on debt. (ii) the term "debt" means any debt incurred by REC maturing by its terms more than one year after the date on which it is originally incurred; (iii) the term "incurring of debt" includes the assump- tion and guarantee of debt and any renewal, extension or modification of the terms of the debt or of the assumption or guarantee thereof; -6- (iv) debt shall be deemed to be incurred (A) under a contract, loan agreement or other instrument providing for such debt or for the modification of its terms of payment, on the date and to the extent the amount of the loan is drawn down and outstanding pursuant to such contract, agreement or instrument, and (B) under a guarantee agreement, on the date the agreement providing for such guarantee has been entered into but only to the extent that the guaranteed debt is outstanding. (v) the term "debt service requirement" means the aggregate amount of amortization (including sinking fund payments, if any), interest and other charges on debt; and (vi) whenever in connection with this Section it shall be necessary to value in terms of the currency of the Borrower debt payable in another currency, such valuation shall be made at the prevailing official rate of exchange at which such other currency is, at the time of such valuation, obtain- able by REC for the purposes of servicing such debt or, in the absence of such rate of exchange, at a rate acceptable to the Bank. ARTICLE V Effective Date; Termination; Cancellation and Suspension Section 5.01. This Agreement shall come into force and effect on the date upon which the Loan Agre,ment becomes effective. Section 5.02. This Agreement and all obligations of the Bank and of REC thereunder shall terminate on the date on which the Loan Agreement shall terminate in accordance with its terms and the Bank shall promptly notify REC thereof. Section 5.03. All the provisions of this Agreement shall con- tinue in full force and effect notwithstanding any cancellation or suspension under the General Conditions. -7- ARTICLE VI Miscellaneous Provisions Section 6.01. Any notice or request required or permitted Lo be given or made under this Agreement and any agreement between the parties contemplated by this Agreement shall be in writing. Such notice or request shall be deemed to have been duly given or made when it shall be delivered by hand or by mail, telegram, cable, telex or radiogram to the party to which it is required or permitted to be given or made at such party's address hereinafter specified or at such other address as such party shall have des- ignated by notice to the party giving such notice or making such request. The addresses so specified are: 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) 64145 (WUI) For REC: Rural Electrification Corporation Limited DDA Building Nehru Place New Delhi, India Cable address: Telex: RECTRIC 314405 New Delhi Section 6.02. Any action required or permitted to be taken, and any document required or permitted to be executed, under this Agreement on behalf of REC may be taken or executed by the Chairman and Managing Director of REC or such other person or -8- persons as said Chairman and Managing Director shall designate in writing, and REC shall furnish to the Bank sufficient evidence of the authority and the authenticated specimen signature of each such person. Section 6.03. This Agreement may be executed in several counterparts, each of which shall be an original, and all collec- tively but one instrument. IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this Agree- ment to be signed in their respective names in the District of Columbia, United States of America, as of the day and year first above written. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By/5 Regional Vice President South Asia RURAL ELECTRIFICATION CORPORATION LIMITED By* Authorized Representative -9- SCHEDULE 1 Procurement A. International Competitive Bidding 1. Except as provided in Part C hereof, goods shall be procured under contracts awarded in accordance with procedures consistent with those set forth in the current edition of the "Guidelines for Procurement under World Bank Loans and IDA Credits" dated March 1977 (hereinafter called the Guidelines), on the basis of inter- national competitive bidding as described in Part A of the Guidelines. 2. For goods to be procured on the basis of international competitive bidding, in addition to the requirements of paragraph 1.2 of the Guidelines, REC shall prepare or cause to be prepared and forward to the Bank as soon as possible, and in any event not later than 60 days prior to the date of availability to the public of the first tender or prequalification documents relating thereto, as the case may be, a general procurement notice, in such form and detail and containing such information as the Bank shall reasonably request; the Bank will arrange for the publication of such notice in order to provide timely notification to prospective bidders of the opportunity to bid for the goods in question. REC shall provide the necessary information to update such notice annually so long as any goods remain to be procured on the basis of international competitive bidding. 3. For the purposes of invitation to bid, REC shall cause each Board to group goods in packages estimated to cost the equivalent of $1,000,000 or more; provided, however, that in the event that the total requirements of any Board in any year is estimated to cost less than the said amount, such Board shall group all its requirements for said year in one package. 4. For the purpose of evaluation and comparison of bids for the supply of goods to be procured on the basis of international competitive bidding: (i) bidders shall be required to state in their bid the c.i.f. (port of entry) price for the imported goods, or the ex-factory price or off-the-shelf price of other goods, offered in such bid; (ii) customs duties and other import taxes levied in connection with the importation, or the sales and similar taxes levied in connection with the sale or delivery, pursuant to the bid, of the goods shall not be taken into account - 10 - in the evaluation of the bids; and (iii) the cost to the Board concerned of inland freight and other expenditures incidental to the delivery of goods to the place of their use or installation shall be included. B. Preference for Domestic Manufacturers In the procurement of goods in accordance with the procedures described in Part A of this Schedule, goods manufactured in India may be granted a margin of preference in accordance with, and subject to, the following provisions: 1. All bidding documents for the procurement of goods shall clearly indicate any preference which will be granted, the information required to establish the eligibility of a bid for such preference and the following methods and stages that will be followed in the evaluation and comparison of bids. 2. After evaluation, responsive bids will be classified in one of the following three groups: (1) Group A: bids offering goods manufactured in India if the bidder shall have established to the satisfaction of the Borrower and the Bank that the manufacturing cost of such goods includes a value added in India equal to at least 20% of the ex-factory bid price of such goods. (2) Group B: all other domestic bids. (3) Group C: bids offering any other goods. 3. In order to determine the lowest evaluated bid of each group, all evaluated bids in each group shall first be compared among themselves, without taking into account customs duties and other import taxes levied in connection with the importation, and sales and similar ta:mes levied in connection with the sale or delivery, pursuant to the bids, of the goods. Such lowest evaluated bids shall then be compared with each other, and if, as a result of this comparison, a bid from group A or group B is the lowest, it shall be selected for the award. 4. If, as a result of the comparison under paragraph 3 above, the lowest bid is a bid from group C, all group C bids shall be further compared with the lowest evaluated bid from - 11 - group A after adding to the evaluated bid price of the imported goods off.red in each group C bid, for the purpose of this further comparison only, an amount equal to: (i) the amount of customs duties and other import taxes which a non-exempt importer would have to pay for the importation of the goods offered in such group C bid; or (ii) 15% of the c.i.f. bid price of such goods if said customs duties and taxes exceed 15% of such price. If the group A bid in such further comparison is the lowest, it shall be selected for the award; if not, the bid from group C which as a result of the comparison under paragraph 3 is the lowest evaluated bid shall be selected. C. Other Procurement Procedures 1. Contracts for equipment and furniture to be financed under Category (6) of the table set forth in paragraph 1 of Schedule 1 to the Loan Agreement may be procured through prudent shopping in accordance with standard procurement procedures of REC. 2. Contracts for civil works to be carried out under Part C of the Project may be let on the basis of competitive bidding advertised locally. D. Review of Procurement Decisions by the Bank 1. Review of invitations to bid and of proposed awards and final contracts: With respect to all contracts for goods and civil works estimated to cost the equivalent of $500,000 or more: (a) Before bids are invited, REC shall obtain and furnish to the Bank, for its comments, the text of the invitations to bid and the specifications and other bidding documents, together with a description of the advertising procedures to be followed for the bidding, and shall make or cause .to be made such modifi- cations in the said documents or procedures as the Bank shall reasonably request. Any further modification to the bidding documents shall require the Bank's concurrence before it is issued to the prospective bidders. (b) After bids have been received and evaluated, REC shall, before a final decision on the award is made, inform the Bank of the name of the bidder to which the contract is intended - 12 - to be awarded and shall obtain and furnish to the Bank, in suffi- cient time for its review, a detailed report on the evaluation and comparison of the bids received, and such other information as the Bank shall reasonably request. The Bank shall, if it determines that the intended award would be inconsistent with the Guidelines or this Schedule, promptly inform the Borrower and REC and state the reasons for such determination. (c) The terms and conditions of the contract shall not, without the Bank's concurrence, materially differ from those on which bids were asked or prequalification invited. (d) Two conformed copies of the contract shall be furnished to the Bank promptly after its execution and prior to the submis- sion to the Bank of the first application for withdrawal of funds from the Loan Account in respect of such contract. 2. With respect to each contract not governed by the preceding paragraph, REC shall obtain and furnish to the Bank, promptly after its execution and prior to the submission to the Bank of the first application for withdrawal of funds from the Loan Account in respect of such contract, two conformed copies of such contract, together with the analysis of the respective bids, recommendations for award and such other information as the Bank shall reasonably request. The Bank shall, if it determines that the award of the contract was not consistent with the Guidelines or this Schedule, promptly inform the Borrower and REC and state the reasons for such determination. 3. Before agreeing to any material modification or waiver of the terms and conditions of a contract, or granting an exten- sion of the stipulated time for performance of such contract, or issuing any change order under such contract (except in cases of extreme urgency) which would increase the cost of the contract by more than 15% of the original price, REC shall inform the Bank of the proposed modification, waiver, extension or change order and the reasons therefor. The Bank, if it determines that the proposal would be inconsistent with the provisions of this Agreement, shall promptly inform the Borrower and REC and state the reasons for its determination. - 13 - SCHEDULE 2 Criteria for Eligibility of the Boards 1. Any Board shall be eligible to receive financing out of the proceeds of the Loan in respect of which the Borrower or REC, as the case may be, has obtained and furnished to the Bank, an undertaking: (a) from such Board, which shall have been endorsed by the State in which such Board is established, to take from time to time all such measures as shall be required for such Board to pruduce in each fiscal year beginning with fiscal year ending on March 31, 1983, (i) a contribution to investment equivalent to not less than 20% of the annual average of capital expenditures of such Board in respect of the generation, transmission and distribution of electricity supply or (ii) in the case of the Boards of the States of Bihar, Haryana, Uttar Pradesh and West Bengal, a contribution to investment.in accordance with the table set forth in the Annex to this Schedule, provided, however, that the Borrower shall have furnished to the Bank, by December 31, 1982, a plan outlining the actions to be taken by said Boards to enable them to achieve the specified contribution to invest- ment. For the purposes of this paragraph, (A) the term "contri- bution to investment" means, for each fiscal year, the gross revenues from all sources related to such Board's operations, consumer contributions in aid of construction, consumer's security deposits, net non-operating income and any amounts received by such Board as subsidy in accordance with the provisions of sub- paragraph (c) below, less all expenses incurred on account of such operations, including expenses of administration and maintenance (excluding depreciation and other non-cash operating charges), interest and other charges on debt (excluding interest charged to construction), repayment of loans (including sinking fund payments, if any), and less 4% of any accumulated arrears of interest and principal on such loans as at the fiscal year end, except where payments of such arrears have been made exclusively from proceeds of new loans, taxes or payments in lieu of taxes, if any, and cash dividends, and (B) the term "annual average of capital expenditures" means the average of all expenditures incurred on account of fixed or capital assets, including interest charged to construction, incurred, or on the basis of realistic forecasts expected to be incurred, during that fiscal year, the previous year and the next following year. - 14 - (b) from such Board, which shall have been endorsed by the State in which such Board is established, to introduce from April 1, 1984, the system of commercial accounting to be prepared by the Borrower in accordance with the provisions of Section 3.06 of the Loan Agreement; and (c) from the State in which such Board is established, to limit, in each fiscal year beginning with the fiscal year ending on March 31, 1984, any annual subsidy to its Board in respect of rural electrification operations to a reasonable proportion of the Board's gross revenues from the sale of electricity, and in any case not exceeding the amount by which such Board's operating costs in respect of rural electrification operations exceed its gross revenues from such operations in that fiscal year. For the purposes of this paragraph (i) the term "operating costs" means all costs incurred by such Board on account of its rural elec- trification operations, including expenses of administration, maintenance and taxes or any payments in lieu of taxes, if any, and provision for depreciation and interest and other charges on debt; (ii) the term "gross revenues" means revenues from all sources related to such Board's rural electrification operations; (iii) the term "debt" means any debt incurred by such Board maturing by its terms more than one year after the date on which it is originally incurred; (iv) the term "incurring of debt" includes the assumption and guarantee of debt and any renewal, extension or modification of the terms of the debt or of the assumption or guarantee thereof and, for this purpose, debt shall be deemed to be incurred (A) under a contract, loan agreement or other instrument providing for such debt or for the modification of its terms of payment, on the date and to the extent the amount of the loan is drawn down and outstanding pursuant to such con- tract, agreement or instrument, and (B) under a guarantee agree- ment, on the date the agreement providing for such guarantee has been entered into but only to the extent that the guaranteed debt is outstanding; and (v) the term "reasonable proportion" in the context of limiting annual subsidies to the Boards shall be determined in respect of each Board on the basis of a plan of action as may be agreed upon between the Borrower and the Bank, to be formulated by December 31, 1982, which shall take into account the objective of a progressive reduction in the amount of annual subsidy provided by each State to its Board in respect of its rural electrification operations. 2. The Borrower or REC, as the case may be, shall, from time to time, inform the Bank of the names of the Boards which are - 15 - qualified and continue to be qualified to receive financing under the Project pursuant to the criteria set furth or refered to in this Schedule, and shall promptly notify the Bank of the name of any Board which ceases to continue to be qualified to receive such financing pursuant to the said criteria. - 16 - ANNEX TO SCHEDULE 2 Contributions to Investment to be Achieved by the State Electricity Boards of Bihar, Haryana, Uttar Pradesh and West Bengal 1985/86 Board 1982/83 1983/84 1984/85 onwards Bihar 10% 12% 14% 20% Haryana 6% 8% 12% 20% Uttar Pradesh 12% 18% 20% 20% West Bengal 5% 10% 15% 20% - 17 - SCHEDULE 3 Implementation of SI and REC Schemes For the purpose of implementing SI and REC Schemes under the Project, the Borrower and REC, shall ensure that each Board complies with the following provisions: Each Board shall: (i) carry out its part of the Project under the general supervision of REC with due diligence and efficiency and in conformity with sound engineering, financial and public utility practices; (ii) obtain the goods financed out of the proceeds of the Loan in accordance with the provisions set forth or referred to in Schedule 1 of this Agreement and to use such goods exclusively for the Project; (iii) furnish to the Bank through REC promptly the plans, specifications, justification, and construction schedule for its part of the Project and any material modifi- cations subsequently made therein, in such detail as the Bank shall from time to time reasonably request; (iv) maintain records adequate to identify the goods and services acquired out of the proceeds of the Loan, to disclose the use thereof in the Project, to record the progress of its part of the Project (including the cost thereof) and to reflect in accordance with consistently maintained sound public utility accounting practices its operations and financial condition; (v) allow the Bank's representatives to inspect its part of the Project, the goods financed out of the proceeds of the Loan and the sites, works and construction included in its part of the Project, the operation thereof and any relevant records and documents; (vi) insure with responsible insurers, or make adequate provision for the insurance of, the imported goods to be financed out of the proceeds of the Loan, against hazards incident to the acquisition, transportation and delivery thereof to the place of use or installation, - 18 - and for such insurance any indemnity shall be payable in a currency freely usable by the Board to replace or repair such goods; (vii) inform the Borrower, REC and the Bank promptly of any condition which interferes with, or threatens to interfere with, the accomplishment of the purposes of the Loan or the carrying out of its part of the Project, or which shall increase or threaten to increase mate- rially the estimated cost of its part of the Project; (viii) give all such information as the Borrower and the Bank shall reasonably request relating to the foregoing and to its financial condition, operations and admini- stration; (ix) furnish to the Bank all such information as the Bank shall reasonably request concerning its part of the Project, the expenditure of the proceeds of the Loan and the goods and services financed out of such proceeds; and (x) (a) have its accounts and financial statements (balance sheets, statement of income and expenses and related statements) for each fiscal year audited, in accordance with sound auditing principles consistently applied, by independent auditors acceptable to the Bank; (b) furnish to the Association as soon as available, but in any case not later than six months after the end of each such year, (A) certified copies of its financial statements for such year as so audited and (B) the report of such audit by said auditors, of such scope and in such detail as the Bank shall have reasonably requested; and (c) furnish to the Bank such other information concerning the foregoing accounts and financial statements as the Bank shall from time to time reasonably request. 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 Lhe Seal of the Bank thereunto this day of , 198 -. FOR SECRETARY