India - Andhra Pradesh Irrigation And Command Area Development Composite Project : Loan 1251 - ARDC Agreement - Conformed

CONFORMED COPY LOAN NUMBER 1251 T-IN ARDC AGREEMENT (Andhra Pradesh Irrigation and Command Area Development Composite Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and AGRICULTURAL REFINANCE AND DEVELOPMENT CORPORATION Dated June 10, 1976 ARDC AGREEMENT AGREEMENT, dated June 10, 1976, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank) and AGRICULTURAL REFINANCE AND DEVELOPMENT CORPORATION (herein- after called ARDC). WHEREAS by the Loan Agreement of even date herewith between India, acting by its President (hereinafter called the Borrower) and the Bank, the Bank has agreed to make available to the Bor- rower an amount in various currencies equivalent to one hundred forty-five million dollars ($145,000,000), on the terms and con- ditions set forth in the Loan Agreement, but only on condition inter alia that ARDC agrees 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 ARDC, part of the proceeds of the Loan will be made available to ARDC on the terms and conditions there- in set forth; and WHEREAS ARDC, in consideration of the Bank'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: -2- 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. - 3 - ARTICLE II Execution of the Project Section 2.01. (a) ARDC shall take al steps as shall be neces- sary on its part to assist Andhra Pradesh and the Borrower in the carrying out of Part C of the Project and shall do so in accordance with a banking plan satisfactory to the Bank. ARDC shall act with due diligence and efficiency and in conformity with appropriate ad- ministrative and financial practices and shall provide, or cause to be provided, promptly as needed, the funds, facilities, services and other resources required for the purpose. (b) ARDC shall set up, maintain and administer a revolving fund satisfactory to the Bank for the purpose of providing the special land development loans referred to in Schedule 4 II to the Loan Agreement. Section 2.02. ARDC shall enter into a Subsidiary Loan Agree- ment with the Borrower on terms and conditions (including inter alia those set forth in Schedule 4 to the Loan Agreement) satis- factory to the Bank. ARDC shall duly perform all its obligations under the Subsidiary Loan Agreement. Except as the Bank may other- wise agree, ARDC shall not take or concur in any action which would have the effect of amending, abrogating, assigning or waiv- ing the Subsidiary Loan Agreement or any provision thereof. Section 2.03. Except as the Bank shall otherwise agree, the goods and works for the Project to be financed out of the proceeds of the Loan shall be procured in accordance with the Schedule to the Andhra Pradesh Project Agreement. Section 2.04. The lending terms and conditions for carrying out Part C of the Project shall be as set forth in Schedule 4 to the Loan Agreemnt, as such Schedule may be amended from time to time by agreement between the Borrower, ARDC and the Bank. Section 2.05. Except as the Bank may otherwise agree, ARDC shall cause all goods and services financed out of the proceeds of the Loan relent to it by the Borrower to be used exclusively for the Project. Section 2.06. ARDC: (i) shall maintain records adequate to record the progress of Part C of the Project (including the cost thereof) and to identify the goods and services financed out of the proceeds of the Loan relent to it by the Borrower, and to disclose the use thereof in the Project; and (ii) shall furnish to the Bank all such information as the Bank shall reasonably request concerning the Project, the expenditure of the proceeds of the Loan so relent to it and the goods and services financed out of such proceeds. Section 2.07. (a) ARDC shall, at the request of the Bank: (i) exchange views with the Bank with regard to the progress of the Project, the performance of its obligations under this Agreement and under the Subsidiary Loan Agreement, and other matters re- lating to the purposes of the Loan; and (ii) furnish to the Bank all such information as the Bank shall reasonably request in respect of the Project. (b) ARDC 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 of the Loan, or the performance by ARDC of its obligations under this Agreement and under the Subsidiary Loan Agreement. -6 ARTICLE III Management and Operations of ARDC Section 3.01. ARDC shall: (i) 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 and financial practices and under the supervision of experienced and competent management assisted by experienced and competent tech- nical staff in adequate number; and (ii) take all steps necessary to acquire, maintain and renew all rights, powers, privileges and franchises which are necessary or useful in the conduct of its business or in the carrying out of the Project. -7- ARTICLE IV Financial Covenants Section 4.01. ARDC shall maintain records adequate to reflect in accordance with consistently maintained appropriate accounting practices its operations and financial condition. Section 4.02. ARDC 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 sound auditing principles consistently applied, by indepen- dent auditors acceptable to the Bank; (ii) furnish to the Bank as soon as available, but in any case not later than four months after the end of each such year, (A) certified copies of its fi- nancial 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 finan- cial statements of ARDC and the audit thereof as the Bank shall from time to time reasonably request. Section 4.03. ARDC shall cause the Lending Banks (i) to main- tain separate accounts for loans made in respect of the Project; and (ii) to send to the Bank through ARDC their audited accounts (together with an analysis of overdue and bad debts and a state- ment certified by ARDC of their Project lending) not later than four months after the end of their fiscal years. -8- 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 Agreement becomes effective. If the Loan Agreement shall terminate pursuant to Section 12.04 of the General Conditions, the Bank shall promptly notify ARDC of this event and, upon the giving of such notice, this Agreement and all obligations of the parties hereunder shall forthwith terminate. Section 5.02. (a) This Agreement and all obligations of the Bank and of ARDC thereunder shall terminate on the earlier of the following two dates: (i) the date on which the Loan Agreement shall ter- minate in accordance with its terms; or (ii) a date twenty years after the date of this Agree- ment. (b) If the Loan Agreement terminates in accordance with its terms before the date specified in paragraph (a) (ii) of this Sec- tion, the Bank shall promptly notify ARDC of this event. Section 5.03. All the provisions of this Agreement shall con- tinue in full force and effect notwithstanding any partial cancel- lation or suspension under the Loan Agreement. - 9 - ARTICLE VI Miscellaneous Provisions Section 6.01. Any notice or request required or permitted to 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 desig- nated 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: INTBAFRAD Washington, D.C. For ARDC: Managing Director Agricultural Refinance and Development Corporation Shri Niketan F Block Shiv Sagar Estate Dr. Annie Besant Road Worli, Bombay, 18 W.B. India - 10 - Cable address: AGREFINANS Bombay 18, India Section 6.02. Any action required or permitted to be taken, and any documents required or permitted to be executed, under this Agreement, on behalf of ARDC, may be taken or executed by its Manag- ing Director or such other person or persons as ARDC shall desig- nate in writing. Section 6.03. ARDC shall furnish to the Bank sufficient evidence of the authority and the authenticated specimen signature of the person or persons who will, on behalf of ARDC, take any ac- tion or execute any documents required or permitted to be taken or executed by ARDC pursuant to any of the provisions of this Agree- ment. Section 6.04. This Agreement may be executed in several coun- terparts, each of which shall be an original, and all collectively but one instrument. - 11 - IN WITNESS WHEREOF, tihe 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 FUR RECONSTRUCTION AND DEVELOPMENT By /s/ Ernest Stern Regional Vice President South Asia AGRICULTURAL REFINANCE AND DEVELOPMENT CORPORATION By /s/ T. N. Kaul Authorized Representative