India - Gujarat Fisheries Project : Credit 0695 - ARDC Agreement - Conformed

CONFORMED COPY CREDIT NUMBER 695-IN LOAN NUMBER 1394 T-IN ARDC AGREEMENT (Gujarat Fisheries Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and AGRICULTURAL REFINANCE AND DEVELOPMENT CORPORATION Dated April 22, 1977 ARDC AGREEMENT AGREEMENT, dated April 22, 1977, between INTERNATIONAL DEVELOPMENT ASSOCIATION (hereinafter called the Association), INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank) and AGRICULTURAL REFINANCE AND DEVELOPMENT CORPORATION (hereinafter called ARDC). WHEREAS by the Development Credit Agreement of even date herewith between India, acting by its President (hereinafter called the Borrower) and the Association, the Association has agreed to make available to the Borrower an amount in various currencies equivalent to four million dollars ($4,000,000), on the terms and conditions set forth in the Development Credit Agreement, but only on condition inter alia that ARDC agrees to undertake such obligations toward the Association as are hereinafter set forth; WHEREAS by the Loan Agreement of even date herewith between the Borrower and the Bank, the Bank has agreed to make available to the Borrower an amount in various currencies equivalent to fourteen million dollars ($14,000,000), on the terms and conditions 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; - 2 - WHEREAS by a Subsidiary Loan Agreement to be entered into between the Borrower and ARDC, part of the funds required to provide loans under Part D of the Project described in Schedule 2 to the Development Credit Agreement will be made available to ARDC on the terms and conditions therein set forth; and WHEREAS in consideration of the Association's entering into the Development Credit Agreement with the Borrower, and the Bank's entering into the Loan Agreement with the Borrower, ARDC has agreed to undertake the obligations hereinafter set forth; NOW THEREFORE the parties hereto hereby agree as follows: -3- ARTICLE I Definitions Section 1.01. Wherever used in this Agreement, unless the context shall otherwise require, the several terms defined in the Development Credit Agreement, the Loan Agreement and the General Conditions (as so defined) have the respective meanings therein set forth. ARTICLE II Execution of the Project Section 2.01. ARDC shall take all steps as shall be necessary on its part to carry out Part D of the Project in accordance with a banking plan satisfactory to the Association and the Bank and shall do so with due diligence and efficiency and in conformity with appropriate administrative 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. Section 2.02. ARDC shall enter into a Subsidiary Loan Agreement with the Borrower on terms and conditions satisfactory to the Association and the Bank, including inter alia those set forth in Schedule 3 to the Development Credit Agreement. ARDC shall duly perform all its obligations under the Subsidiary Loan Agreement. Except as the Association and the Bank shall otherwise agree, ARDC shall not take or concur in any action which would have the effect of amending, assigning or waiving the Subsidiary Loan Agreement or any provision thereof. - 5 - Section 2.03. Except as the Association and the Bank shall otherwise agree, the goods, works and services (other than consultants' services) for the Project to be financed out of the proceeds of the Credit and of the Loan shall be procured in accordance with Schedule 3 to the Development Credit Agreement and the Schedule to the Gujarat Project Agreement. Section 2.04. The lending terms and conditions for carrying out Part D of the Project shall be as set forth in Schedule 3 to the Development Credit Agreement, as such Schedule may be amended from time to time by agreement between the Borrower, the Association, the Bank and ARDC. Section 2.05. Except as the Association and the Bank may otherwise agree, ARDC shall cause all goods and services financed out of the proceeds of the Credit and 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 D of the Project (including the cost thereof) and to identify the goods and services financed out of the proceeds of the Credit and of the Loan relent to it by the Borrower, and to disclose the use thereof in the Project; and (ii) shall furnish to the Association and the Bank all such information as the Association or the Bank shall reasonably request concerning the Project, the expenditure of the proceeds of the Credit and of the Loan so relent to it and the goods and services financed out of such proceeds. - 6 - Section 2.07. (a) ARDC shall, at tne request of the Association or the Bank: (i) exchange views with the Association and 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 relating to the purposes of the Credit and of the Loan; and (ii) furnish to the Association and the Bank all such information as the Association or the Bank shall reasonably request in respect of the Project. (b) ARDC shall promptly inform the Association and the Bank of any condition which interferes or threatens to interfere with, the progress of the Project, the accomplishment of the purposes of the Credit and of the Loan, or the performance by ARDC of its obligations under this Agreement and under the Subsidiary Loan Agreement. Section 2.08. ARDC shall prepare a Project banking plan, acceptable to the Association and the Bank, specifying the terms, conditions and procedures of lending by commercial banks, and the Gujarat State Cooperative Bank Ltd. and refinanced by ARDC as described under Part D of the Project and Schedule 3 to the Development Credit Agreement. - 7 - 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 technical 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. -8- 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 independent auditors acceptable to the Association and the Bank; (ii) furnish to the Association and 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 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 Association or the Bank shall have reasonably requested; and (iii) furnish to the Association and the Bank such other information concerning the accounts and financial statements of ARDC and the audit thereof as the Association or the Bank shall from time to time reasonably request. - 9 - 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 Development Credit Agreement and the Loan Agreement become effective. If the Development Credit Agreement and the Loan Agreement shall terminate pursuant to Section 12.04 of the General Conditions, the Association and 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 Association, of the Bank and of ARDC thereunder shall terminate on the earlier of the following two dates: (i) the date on which the Development Credit Agreement and the Loan Agreement shall terminate in accordance with their terms; or (ii) a date twenty years after the date of this Agreement. (b) If the Development Credit Agreement or the Loan Agreement terminates in accordance with its terms before the date specified in paragraph (a) (ii) of this Section, the Association or the Bank shall promptly notify ARDC of this event. - 10 - Section 5.03. All the provisions of this Agreement shall continue in full force and effect notwithstanding any partial cancellation or suspension under the Development Credit Agreement or the Loan Agreement. - 11 - 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 designated by notice to the party giving such notice or making such request. The addresses so specified are: For the Association: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INDEVAS 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America - 12 - Cables address: Telex: INTBAFRAD 440098 (ITT) Washington, D.C. 248423 (RCA) or 64145 (WUI) 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 Cable address: AGREFINANS, WORLI Bombay 18, India Section 6.02. (a) So long as the Development Credit Agreement shall not have terminated prior to the termination of the Loan Agreement and so long as the Bank has not given notice to the contrary to ARDC: (i) the obligations of ARDC to consult with and to furnish information, documents, plans, reports, records and statements to the Bank shall be satisfied to the extent performance in respect of such obligations is rendered to the Association; and (ii) the obligations of the Bank to consult with and to furnish information to ARDC shall be satisfied to the extent such obligations are fulfilled by the Association. - 13 - (b) Unless and until the Bank gives notice to the contrary to ARDC, all actions taken (including the giving of approvals or the granting of waivers) by the Association pursuant to this Agreement shall be deemed to be taken in the name and on behalf of both the Association and the Bank. Section 6.03. 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 managing director or such other person or persons as ARDC shall designate in writing. Section 6.04. ARDC shall furnish to the Association and 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 action or execute any documents required or permitted to be taken or executed by ARDC pursuant to any of the provisions of this Agreement. Section 6.05. This Agreement may be executed in several counterparts, each of which shall be an original, and all collectively but one instrument. - 14 - IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, 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. INTERNATIONAL DEVELOPMENT ASSOCIATION By /s/ Ernest Stern Regional Vice President South Asia INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By Is! Ernest Stern Regional Vice President South Asia AGRICULTURAL REFINANCE AND DEVELOPMENT CORPORATION By /s/ J.S. Baijal Authorized Representative