Conformed Copy - L3077 - Agroindustry Project - Amendment 1

Page 1 July 16, 1990 Mr. Falih Selekler Economic and Commercial Counselor Embassy of the Republic of Turkey 2523 Massachusetts Avenue, N.W. Washington, D.C. 20008 Re: Loan No. 3077 TU (Agroindustry Project) Amendments Dear Mr. Selekler: We refer to Mr. Kilic's letter of May 29, 1990 wherein he has requested that a special account be established for each of the financial institutions participating in the above Project. I am pleased to inform you that we agree to his request, and therefore propose to you the following amendments to the Loan Agreement dated June 28, 1989: (1) Paragraph (m) of Section 1.02 is amended to read as follows: "(m) 'TCZB Special Account, SYKB Special Account and THB Special Account' mean the accounts referred to in Section 2.02 (b) of this Agreement, and 'Special Accounts' means the TCZB Special Account, the SYKB Special Account and THB Special Account". (2) Paragraph (b) of Section 2.02 is amended to read as follows: "(b) The Borrower shall, for the purposes of the Project, cause to be opened and maintained in dollars special deposit accounts in TCZB, SYKB and THB to be designated, respectively, as the TCZB Special Account, the SYKB Special Account and the THB Special Account, on terms and conditions satisfactory to the Bank, including appropriate protection against set off, seizure or attachment. Deposits into, and payments out of, the Special Accounts shall be made in accordance with the provisions of Schedule 5 to this Agreement". (3) Schedule 5 to the Loan Agreement is amended to read as set forth in the Attachment to this Letter. Please indicate your agreement to the foregoing amendments by signing and dating the attached copy of this Letter and by returning said copy to us. Sincerely yours, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT /s/ Michael H. Wiehen Director Country Department I Europe, Middle East and North Africa Regional Office CONFIRMED: by REPUBLIC OF TURKEY on 10/2/90 ATTACHMENT SCHEDULE 5 Page 2 Special Accounts 1. For the purposes of this Schedule: (a) the term "eligible Categories" means the Categories set forth in the table in paragraph 1 of Schedule 1 to this Agreement; (b) the term "eligible expenditures" means expenditures in respect of the reasonable cost of goods and services required for the Project and to be financed out of the proceeds of the Loan allocated from time to time to the eligible Categories in accordance with the provisions of Schedule 1 to this Agreement; and (c) the term "Authorized Allocation" means (i) in respect of the TCZB Special Account an amount equivalent to $5,000,000 to be withdrawn from the Loan Account and deposited into the TCZB Special Account; (ii) in respect of the SYKB Special Account an amount equivalent to $3,000,000 to be withdrawn from the Loan Account and deposited into the SYKB Special Account; and (iii) in respect of the THB Special Account an amount equivalent to $2,000,000 to be withdrawn from the Loan Account and deposited into the THB Special Account, all pursuant to paragraph 3 (a) of this Schedule. 2. Payments out of the Special Account shall be made exclusively for eligible expenditures in accordance with the provisions of this Schedule. 3. After the Bank has received evidence satisfactory to it that the TCZB Special Account, the SYKB Special Account or the THB Special Account have been duly opened, withdrawals of the Authorized Allocation and subsequent withdrawals to replenish such Special Account shall be made as follows: (a) For withdrawals of the Authorized Allocation, the Borrower shall furnish to the Bank a request or requests for a deposit or deposits which do not exceed the aggregate amount of the Authorized Allocation. On the basis of such request or requests, the Bank shall, on behalf of the Borrower, withdraw from the Loan Account and deposit in the relevant Special Account such amount or amounts as the Borrower shall have requested. (b) (i) For replenishment of the Special Accounts, the Borrower shall furnish to the Bank requests for deposits into the Special Accounts at such intervals as the Bank shall specify. (ii) Prior to or at the time of each such request, the Borrower shall furnish to the Bank the documents and other evidence required pursuant to paragraph 4 of this Schedule for the payment or payments in respect of which replenishment is requested. On the basis of each such request, the Bank shall, on behalf of the Borrower, withdraw from the Loan Account and deposit into the relevant Special Account such amount as the Borrower shall have requested and as shall have been shown by said documents and other evidence to have been paid out of such Special Account for eligible expenditures. All such deposits shall be withdrawn by the Bank from the Loan Account under the respective eligible Categories, and in the respective equivalent amounts, as shall have been justified by said documents and other evidence. 4. For each payment made by the TCZB out of the TCZB Special Account or by SYKB out of the SYKB Special Account or by THB out of the THB Special Account, the Borrower shall, at such time as the Bank shall reasonably request, furnish to the Bank such Page 3 documents and other evidence showing that such payment was made exclusively for eligible expenditures. 5. Notwithstanding the provisions of paragraph 3 of this Schedule, the Bank shall not be required to make further deposits into the Special Accounts: (a) if, at any time, the Bank shall have determined that all further withdrawals should be made directly from the Loan Account in accordance with the provisions of Article V of the General Conditions and paragraph (a) of Section 2.02 of this Agreement; or (b) once the total unwithdrawn amount of the Loan allocated to the eligible Categories, less the amount of any outstanding special commitment entered into by the Bank pursuant to Section 5.02 of the General Conditions, shall equal the equivalent of twice the amount of the Authorized Allocation. Thereafter, withdrawal from the Loan Account of the remaining unwithdrawn amount of the Loan allocated to the eligible Categories shall follow such procedures as the Bank shall specify by notice to the Borrower. Such further withdrawals shall be made only after and to the extent that the Bank shall have been satisfied that all such amounts remaining on deposit in the Special Accounts as of the date of such notice will be utilized in making payments for eligible expenditures. 6. (a) If the Bank shall have determined at any time that any, payment out of any Special Account: (i) was made for an expenditure or in an amount not eligible pursuant to paragraph 2 of this Schedule; or (ii) was not justified by the evidence furnished to the Bank, the Borrower shall, promptly upon notice from the Bank: (A) provide such additional evidence as the Bank may request; or (B) deposit into the relevant Special Account (or, if the Bank shall so request, refund to the Bank) an amount equal to the amount of such payment or the portion thereof not so eligible or justified. Unless the Bank shall otherwise agree, no further deposit by the Bank into the Special Accounts shall be made until the Borrower has provided such evidence or made such deposit or refund, as the case may be. (b) If the Bank shall have determined at any time that any amount outstanding in any Special Account will not be required to cover further payments for eligible expenditures, the Borrower shall, promptly upon notice from the Bank, refund to the Bank such outstanding amount. (c) The Borrower may, upon notice to the Bank, refund to the Bank all or any portion of the funds on deposit in any Special Account. (d) Refunds to the Bank made pursuant to paragraphs 6 (a), (b) and (c) of this Schedule shall be credited to the Loan Account for subsequent withdrawal or for cancellation in accordance- with the relevant provisions of this Agreement, including the General Conditions.