Conformed Copy - C2241 - Dam Safety Project - Development Credit Agreement

Page 1 CONFORMED COPY CREDIT NUMBER 2241 IN (Dam Safety Project) between INDIA and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated June 10, 1991 CREDIT NUMBER 2241 IN DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated June 10, 1991, between INDIA, acting by its President, (the Borrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association). WHEREAS (A) the Borrower, having satisfied itself as to the feasibility and priority of the Project described in Schedule 2 to this Agreement, has requested the Association to assist in the financing of the Project; (B) the Borrower has also requested the International Bank for Reconstruction and Development (the Bank) to provide additional assistance towards the financing of the Project and by an agreement of even date herewith between the Borrower and the Bank (the Loan Agreement as herein further defined), the Bank is agreeing to provide such assistance in an aggregate principal amount equivalent to twenty-three million dollars ($23,000,000) (the Loan); (C) the Borrower and the Association intend, to the extent practicable, that the proceeds of the Credit provided for in this Agreement be disbursed on account of expenditures in respect of the Project before disbursements of the proceeds of the Loan are made; (D) the Project will be carried out by the Page 2 Borrower and the States of Madhya Pradesh, Orissa, Rajasthan and Tamil Nadu with the Borrower's assistance and, as part of such assistance, the Borrower will make available to such States a portion of the proceeds of the Credit as provided in this Agreement and a portion of the proceeds of the Loan as provided in the Loan Agreement; and WHEREAS the Association has agreed, on the basis, inter alia, of the foregoing, to extend the Credit to the Borrower upon the terms and conditions set forth in this Agreement and in the Project Agreement of even date herewith among the Association, the Bank and the State of Madhya Pradesh, the State of Orissa, the State of Rajasthan and the State of Tamil Nadu; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I General Conditions; Definitions Section 1.01. The "General Conditions Applicable to Development Credit Agreements" of the Association, dated January 1, 1985, with the last sentence of Section 3.02 deleted (the General Conditions) constitute an integral part of this Agreement. Section 1.02. 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) "Special Account" means the account referred to in Section 2.02 (b) of this Agreement; (b) "Loan Agreement" means the agreement of even date herewith between the Borrower and the Bank for the Project, as such agreement may be amended from time to time; and such term includes the "General Conditions Applicable to Loan and Guarantee Agreements" of the Bank, dated January 1, 1985, as applied to such agreement, and all schedules and agreements supplemental to the Loan Agreement; (c) "Project Agreement" means the agreement among the Association, the Bank and the State of Madhya Pradesh, the State of Orissa, the State of Rajasthan and the State of Tamil Nadu 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; (d) "Madhya Pradesh" means the State of Madhya Pradesh, a State of the Borrower, or any successor thereto; (e) "Orissa" means the State of Orissa, a State of the Borrower, or any successor thereto; (f) "Rajasthan" means the State of Rajasthan, a State of the Borrower or any successor thereto; (g) "Tamil Nadu" means the State of Tamil Nadu, a State of the Borrower, or any successor thereto; (h) "Project States" means Madhya Pradesh, Orissa, Rajasthan and Tamil Nadu collectively; (i) "Project State" means, as the context may require, any one of the Project States referred to in Page 3 paragraph (h) of this Section; (j) "CWC" means the Central Water Commission of the Borrower; (k) "CWC-DSO" means CWC's Dam Safety Organization; (l) "HO" means the Hydrology Organization of CWC; (m) "DSC" means the Dam Safety Committee established by a relevant Government Order satisfactory to the Association; (n) "DSO" means the Dam Safety Organization of each Project State; (o) "DSRP" means the Dam Safety Review Panel established by a relevant Government Order in each Project State with terms of reference acceptable to the Association; (p) "NCDS" means the National Committee on Dam Safety of the Borrower; (q) "Category I Dams" means Dams which have been identified for remedial works as set forth in Section I of the Annex to Schedule 2 to this Agreement; (r) "Category II Dams" means Dams which will be inspected and investigated for identifying required remedial works as set forth in Section II of the Annex to Schedule 2 to this Agreement; (s) "Selected Dams" means Dams selected from among Category I Dams and Category II Dams for remedial works under Part B.4 of the Project; (t) "DOI/WR" means the Department of Irrigation or Water Resources of each Project State; and (u) "Fiscal Year" means the Fiscal Year of the Borrower beginning on April 1 of each calendar year and ending on March 31 of the following year. ARTICLE II The Credit Section 2.01. The Association agrees to lend to the Borrower, on the terms and conditions set forth or referred to in the Development Credit Agreement, an amount in various currencies equivalent to ninety-six million two hundred thousand Special Drawing Rights (SDR 96,200,000). Section 2.02. (a) The amount of the Credit may be withdrawn from the Credit Account in accordance with the provisions of Schedule 1 to this Agreement for expenditures made (or, if the Association shall so agree, to be made) in respect of the reasonable cost of goods, works, and services required for the Project and to be financed out of the proceeds of the Credit. (b) The Borrower shall, for the purposes of the Project, open and maintain in dollars a special deposit account in the Reserve Bank of India on terms and conditions satisfactory to the Association. Deposits into, and payments out of, the Special Account shall be made in accordance with the provisions of Schedule 3 to this Agreement. Page 4 Section 2.03. The Closing Date shall be September 30, 1997 or such later date as the Association shall establish. The Association shall promptly notify the Borrower of such later date. Section 2.04. (a) The Borrower shall pay to the Association a commitment charge on the principal amount of the Credit not withdrawn from time to time at a rate to be set by the Association as of June 30 of each year, but not to exceed the rate of one-half of one percent (1/2 of 1%) per annum. (b) The commitment charge shall accrue: (i) from the date sixty days after the date of this Agreement (the accrual date) to the respective dates on which amounts shall be withdrawn by the Borrower from the Credit Account or cancelled; and (ii) at the rate set as of the June 30 immediately preceding the accrual date and at such other rates as may be set from time to time thereafter pursuant to paragraph (a) above. The rate set as of June 30 in each year shall be applied from the next date in that year specified in Section 2.06 of this Agreement. (c) The commitment charge shall be paid: (i) at such places as the Association shall reasonably request; (ii) without restrictions of any kind imposed by, or in the territory of, the Borrower; and (iii) in the currency specified in this Agreement for the purposes of Section 4.02 of the General Conditions or in such other eligible currency or currencies as may from time to time be designated or selected pursuant to the provisions of that Section. Section 2.05. The Borrower shall pay to the Association a service charge at the rate of three- fourths of one percent (3/4 of 1%) per annum on the principal amount of the Credit withdrawn and outstanding from time to time. Section 2.06. Commitment charges and service charges shall be payable semiannually on January 15 and July 15 in each year. Section 2.07. (a) Subject to paragraphs (b) and (c) below, the Borrower shall repay the principal amount of the Credit in semi-annual installments payable on each January 15 and July 15 com- mencing July 15, 2001 and ending January 15, 2026. Each installment to and including the installment payable on January 15, 2011 shall be one and one-fourth percent (1-1/4%) of such principal amount, and each installment thereafter shall be two and one-half percent (2-1/2%) of such principal amount. (b) Whenever: (i) the Borrower's gross national product per capita, as determined by the Association, shall have exceeded $790 in constant 1985 dollars for five consecutive years; and (ii) the Bank shall consider the Borrower creditworthy for Bank lending, the Association may, subsequent to the review and approval thereof by the Executive Directors of the Association and after due consideration by them of the development of the Borrower's economy, modify the terms of repayment of installments under paragraph (a) above by requiring the Borrower to repay twice the amount of each such installment not yet due until the principal amount of the Credit shall have been repaid. If so requested by the Borrower, the Association may revise such modification to include, in lieu of some or all of the increase in the amounts of such installments, the payment of interest at an annual rate agreed with the Page 5 Association on the principal amount of the Credit withdrawn and outstanding from time to time, provided that, in the judgment of the Association, such revision shall not change the grant element obtained under the above-mentioned repayment modification. (c) If, at any time after a modification of terms pursuant to paragraph (b) above, the Association determines that the Borrower's economic condition has deteriorated significantly, the Association may, if so requested by the Borrower, further modify the terms of repayment to conform to the schedule of installments as provided in paragraph (a) above. Section 2.08. The currency of the United States of America is hereby specified for the purposes of Section 4.02 of the General Conditions. ARTICLE III Execution of the Project Section 3.01. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement, and, to this end, shall carry out Part A of the Project with due diligence and efficiency in conformity with appropriate administrative, financial, engineering and dam safety practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without any limitation or restriction upon any of its obligations under this Development Credit Agreement, the Borrower shall cause the Project States to perform in accordance with the provisions of the Project Agreement all the obligations of the Project States therein set forth, shall take and cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable the Project States to perform such obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance. (c) The Borrower shall make a portion of the proceeds of the Credit available to the Project States in accordance with the Borrower's standard arrangements for developmental assistance to the States of India. Section 3.02. Except as the Association shall otherwise agree, procurement of the goods, works and services required for the Project and to be financed out of the proceeds of the Credit shall be governed by the provisions of Schedule 1 to the Project Agreement. Section 3.03. The Borrower and the Association hereby agree that the obligations set forth in Sections 9.03, 9.04, 9.05, 9.06, 9.07 and 9.08 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) in respect of Part B of the Project shall be carried out by the Project States pursuant to Section 2.03 of the Project Agreement. Section 3.04. The Borrower shall cause CWC to: (a) make computation of the design flood hydrology of Category I Dams; (b) review and approve the computation of the design flood hydrology of the Page 6 Selected Dams where such computations have not been made by CWC; and (c) review and confirm to the Association that the procedures in respect of the inspection, investi-gation, identification, selection, prioritization, preparation of the plans of action for remedial works of the Seclected Dams and the recommendation of such plans by DSRP are in accordance with the provisions of paragraphs 1, 2, 3, 4 and 5 (a) of Schedule 2 to the Project Agreement. Section 3.05. The Borrower shall: (a) in consultation with the Association and the Bank and in accordance with terms of reference and methodology satisfactory to the Association, undertake and complete by March 31, 1994 a mid-term review of Part A of the Project; and (b) participate in carrying out a mid-term review of Part B of the Project referred to in paragraph (12) of Schedule 2 to the Project Agreement. Section 3.06. The Borrower shall through its appropriate agencies review and approve, or cause to be reviewed and approved, where necessary, the environmental impact assessments of the Selected Dams prepared by the Project States pursuant to paragraph 9 (b) of Schedule 2 to the Project Agreement. ARTICLE IV Financial Covenants Section 4.01. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of Part A of the Project of the departments or agencies of the Borrower responsible for carrying out such Part of the Project. (b) The Borrower shall: (i) have the records and accounts referred to in paragraph (a) of this Section including those for the Special Account for each fiscal year audited, in accordance with appropriate auditing principles consistently applied, by independent auditors acceptable to the Association; (ii) furnish to the Association, as soon as available, but in any case not later than nine months after the end of each such year, a certified copy of the report of such audit by said auditors, of such scope and in such detail as the Association shall have reasonably requested; and (iii) furnish to the Association such other information concerning said records, accounts and the audit thereof as the Association shall from time to time Page 7 reasonably request. (c) For all expenditures with respect to which withdrawals from the Credit Account were made on the basis of statements of expenditures, the Borrower shall: (i) maintain or cause to be maintained in accordance with sound accounting practices, records and accounts reflecting such expenditures; (ii) retain, until at least one year after the Association has received audit for the fiscal year in which the last withdrawal from the Credit Account was made, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures; (iii) enable the Association's representatives to examine such records; and (iv) ensure that such records and accounts are included in the annual audit referred to in paragraph (b) of this Section and that the report of such audit contains a separate opinion by said auditors as to whether the statements of expenditures sub- mitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals. ARTICLE V Remedies of the Association Section 5.01. Pursuant to Section 6.02 (h) of the General Conditions, the following additional events are specified: (a) Any Project State shall have failed to perform any of its obligations under the Project Agreement. (b) As a result of events which have occurred after the date of the Development Credit Agreement, an extraordinary situation shall have arisen which shall make it improbable that any Project State will be able to perform its obligations under the Project Agreement. Section 5.02. Pursuant to Section 7.01 (d) of the General Conditions, the following additional event is specified, namely, that the event specified in paragraph (a) 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 Association to the Borrower. ARTICLE VI Effective Date; Termination Section 6.01. The following event is specified as an additional condition to the effectiveness of the Development Credit Agreement within the meaning of Section 12.01 (b) of the General Conditions, namely, that all conditions precedent to the effectiveness of the Loan Agreement have been fulfilled, other than Page 8 those related to the effectiveness of this Agreement. Section 6.02. The following is specified as an additional matter, within the meaning of Section 12.02 (b) of the General Conditions, to be included in the opinion or opinions to be furnished to the Association, namely, that the Project Agreement has been duly authorized or ratified by the Project States, and is legally binding upon the Project States in accordance with its terms. Section 6.03. The date ninety (90) days after the date of this Agreement is hereby specified for the purposes of Section 12.04 of the General Conditions. Section 6.04. The obligations of the Borrower under Section 3.03 of this Agreement and the provisions of Section 5.02 of this Agreement shall cease and determine on the date on which the Development Credit Agreement shall terminate or on the date twenty years after the date of this Agreement, whichever shall be the earlier. ARTICLE VII Representatives of the Borrower; Addresses Section 7.01. The Secretary, Additional Secretary, Joint Secretary, Director, Deputy Secretary, or Under Secretary of the Department of Economic Affairs in the Ministry of Finance of the Borrower 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: The Secretary to the Government of India Ministry of Finance Department of Economic Affairs New Delhi, PIN 110001, India Cable address: Telex: ECOFAIRS 953-3166175 New Delhi For the Association: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INDEVAS 197688 (TRT) Washington, D.C. 248423 (RCA) 64145 (WUI) or 82987 (FTCC) IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives, 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. Page 9 INDIA By /s/ A. Kumar Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By /s/ A. Karaosmanoglu Regional Vice President Asia SCHEDULE 1 Withdrawal of the Proceeds of the Credit and of the Loan 1. The table below sets forth the Categories of items to be financed out of the proceeds of the Credit and of the Loan, the allocation of the amounts of the Credit and of the Loan to each Category and the percentage of expenditures for items so to be financed in each Category: Amount Amount of the of the Credit Loan % of Allocated Allocated Expendi- (Expressed (Expressed tures in SDR in Dollar to be Category Equivalent) Equivalent) Financed (1) Civil works 78,400,000 18,800,000 90% (2) Equipment and 8,500,000 2,000,000 100% of vehicles foreign expenditures, 100% of local expenditures (ex-factory cost), and 80% of local ex- penditures for other items procured locally (3) Consultants' 3,800,000 900,000 100% services and training Amount Amount of the of the Credit Loan % of Allocated Allocated Expendi- (Expressed (Expressed tures in SDR in Dollar to be Category Equivalent) Equivalent) Financed (4) Incremental 3,000,000 700,000 90% of staff expenditures salaries incurred until July 31, 1993, 75% of Page 10 expenditures incurred thereafter until July 31, 1995, and 60% of expen- ditures incurred thereafter (5) Unallocated 2,500,000 600,000 _____________ ___________ TOTAL SDR96,200,000 $23,000,000 ============= =========== 2. For the purposes of this Schedule: (a) the term "foreign expenditures" means expenditures in the currency of any country other than that of the Borrower for goods or services supplied from the territory of any country other than that of the Borrower; (b) the term "local expenditures" means expenditures in the currency of the Borrower or for goods or services supplied from the territory of the Borrower; and (c) the term "incremental staff salaries" means the incremental costs for salaries and allowances of staff incurred by CWC-DSO, HO, DOI/WR for its staff engaged in dam investigation, and DSO for purposes of implementing the Project. 3. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of payments made for expenditures prior to the date of this Agreement except that withdrawals, in an aggregate amount not exceeding the equivalent of SDR 7,400,000 may be made on account of payments made for expenditures before that date but after November 30, 1990. SCHEDULE 2 Description of the Project The objectives of the project are to improve the safety of Selected Dams in the Project States through remedial works, installation of basic safety facilities, and strengthening of the institutions of the Borrower and the Project States responsible for assuring dam safety. The Project consists of the following parts, subject to such modifications thereof as the Borrower and the Association may agree upon from time to time to achieve such objectives: Part A: Borrower 1. Institutional strengthening of CWC-DSO and HO through, inter alia, assignment of required staff, training, technical assistance, provision of equipment, and services of consultants. 2. Reviewing the existing flood forecasting facilities in one or more selected inter-state river basins and exploring the possibility of improving such facilities. Part B: Project States Page 11 1. Technical assistance to DSC. 2. Institutional strengthening of DSO and DOI/WR through additional staff, technical assistance, training, provision of equipment and services of consultants. 3. Improvement of safety-related facilities at dam sites selected by the Project States through, inter alia, provision of communi- cations equipment and real-time hydrologic data gathering equipment, power backup systems, monitoring instrumentation, and construction and rehabilitation of all-weather access roads. 4. Carrying out of remedial works at such Category I Dams and Category II Dams set forth in the Annex to this Schedule selected in accordance with criteria established by DSC. * * * The Project is expected to be completed by March 31, 1997. ANNEX Category I Dams and Category II Dams referred to in Part B.4 of the Project I. Category I Dams These include the following Dams in each Project State which have been identified by the Project States for remedial works based upon inspections and investigations carried out in accordance with existing procedures in each such State: (i) Madhya Pradesh: 1. Aoda 2. Barna 3. Kaketo 4. Kotwal 5. Gandhisagar 6. Pagara 7. Pillowa 8. Tigra (ii) Orissa: 1. Alikuan 2. Behera 3. Bhanjanagar 4. Darjang 5. Ganianala 6. Ghodahada 7. Hirakud 8. Jharnai 9. Soroda (iii) Rajasthan 1. Alnia 2. Galwa 3. Jawahar Sagar 4. Kota Barrage 5. Matri Kundia 6. Parbati 7. Ranapratap Sagar (iv) Tamil Nadu 1. Gomukhinadhi 2. Kodaganar 3. Manimuthar Page 12 4. Pechiparai 5. Periyar 6. Ponnaniar 7. Sathanur 8. Uppar 9. Vidur II. Category II Dams These include Dams in each Project State other than those set forth in Section I of this Annex which will be inspected and investigated in accordance with the provisions of paragraphs 1 and 2 of Schedule 2 to the Project Agreement for the purpose of identifying required remedial works. SCHEDULE 3 Special Account 1. For the purposes of this Schedule: (a) the term "eligible Categories" means Categories (1), (2), (3) and (4) in the table in paragraph 1 of Schedule 1 to the Development Credit 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 Credit or the Loan allocated from time to time to the eligible Categories in accordance with the provisions of Schedule 1 to the Development Credit Agreement; and (c) the term "Authorized Allocation" means an amount equivalent to $8,000,000 to be withdrawn from the Credit Account or the Loan Account and deposited into the Special Account 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 Association has received evidence satisfactory to it that the Special Account has been duly opened, withdrawals of the Authorized Allocation and subsequent withdrawals to replenish the Special Account shall be made as follows: (a) For withdrawals of the Authorized Allocation, the Borrower shall furnish to the Association 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 Association shall, on behalf of the Borrower, withdraw from the Credit Account or the Loan Account and deposit in the Special Account such amount or amounts as the Borrower shall have requested. (b) (i) For replenishment of the Special Account, the Borrower shall furnish to the Association requests for deposits into the Special Account at such intervals as the Association shall specify. (ii) Prior to or at the time of each such request, the Borrower shall furnish to the Association the documents and other evidence required pursuant to paragraph 4 of this Schedule for the payment or payments in respect of which replen- Page 13 ishment is requested. On the basis of each such request, the Association shall, on behalf of the Borrower, withdraw from the Credit Account or the Loan Account and deposit into the 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 the Special Account for eligible expenditures. All such deposits shall be withdrawn by the Association from the Credit Account or 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 Borrower out of the Special Account, the Borrower shall, at such time as the Association shall reasonably request, furnish to the Association such documents and other evidence showing that such payment was made exclusively for eligible expenditures. 5. (a) Notwithstanding the provisions of paragraph 3 of this Schedule, the Association shall not be required to make further deposits into the Special Account: (i) if, at any time, the Association shall have determined that all further withdrawals should be made by the Borrower directly from the Credit Account in accordance with the provisions of Article V of the General Conditions and paragraph (a) of Section 2.02 of the Development Credit Agreement or from the Loan Account in accordance with the provisions of Section 2.02 of the Loan Agreement and Article V of the General Conditions applicable thereto; or (ii) once the total unwithdrawn amount of the Credit and the Loan allocated to the eligible Categories for the Project, less the amount of any outstanding special commitment entered into by the Association pursuant to Section 5.02 of the General Conditions with respect to the Project, shall equal the equivalent of twice the amount of the Authorized Allocation. (b) Thereafter, withdrawal from the Credit Account of the remaining unwithdrawn amount of the Credit allocated to the eligible Categories shall follow such procedures as the Association shall specify by notice to the Borrower. Such further withdrawals shall be made only after and to the extent that the Association shall have been satisfied that all such amounts remaining on deposit in the Special Account as of the date of such notice will be utilized in making payments for eligible expenditures. 6. (a) If the Association shall have determined at any time that any payment out of the 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 Association, the Borrower shall, promptly upon notice from the Association: (A) provide such additional evidence as the Association may request; or (B) deposit into the Special Account (or, if the Association shall so request, refund to the Association) an amount equal to Page 14 the amount of such payment or the portion thereof not so eligible or justified. Unless the Association shall otherwise agree, no further deposit by the Association into the Special Account shall be made until the Borrower has provided such evidence or made such deposit or refund, as the case may be. (b) If the Association shall have determined at any time that any amount outstanding in the Special Account will not be required to cover further payments for eligible expenditures, the Borrower shall, promptly upon notice from the Association, refund to the Association such outstanding amount. (c) The Borrower may, upon notice to the Association, refund to the Association all or any portion of the funds on deposit in the Special Account. (d) Refunds to the Association made pursuant to paragraphs 6 (a), (b) and (c) of this Schedule shall be credited to the Credit Account for subsequent withdrawal or for cancellation in accordance with the relevant provisions of the Development Credit Agreement including the General Conditions applicable thereto.