India - Thirteenth Industrial Credit And Investment Project : Loan 1843 - Loan Agreement - Conformed

OFFICILL LOAN NUMBER 19(3 IN Loan Agreement (Thirteenth Industrial Credit and Investment Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AC' DEVELOPMENT and THE INDUSTRIAL CREDIT AND INVESTMENT CORPORATION OF INDIA LIMITED Dated 6, 1980 LOAN AGREEMENT AGREEMENT, dated AA/ /6 , 1980, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank) and the INDUSTRIAL CREDIT AND INVESTMENT CORPORATION OF INDIA LIMITED (hereinafter called the Borrower), a Company estab- lished and operating under the laws of India. WHEREAS the Borrower has obtained financial assistance for its investment program in terms of: (i) the agreements referred to in Section 1.02 (i) hereof between the Bank and the Borrower; (ii) the agreements referred to in Section 1.02 (k) hereof between Kreditanstalt fur Wiederaufbau, of Frankfurt-Main, Federal Republic of Germany (here- inafter called the Kfw) and the Borrower; (iii) the agreements referred to in Section 1.02 (1) hereof between the Government of India and the Borrower; (iv) the loans made by the Industrial Development Bank of India (hereinafter called IDBI) evidenced by the debentures referred to in Section 1.02 (m) hereof; (v) the eleven Rupee debenture issues of the Borrower, dated November 25, 1969, June 1, 1972, March 20, 1973, May 30, 1974, February 10, 1975, August 2, 1975, April 26, 1976, September 8, 1976, April 22, 1977, December 29, 1977 and May 29, 1978, res- pectively, and three bond issues of the Borrower dated December 28, 1978, June 29, 1979 and Decem- ber 6, 1979, respectively; (vi) the Swiss Bond Issue of the Borrower, dated November 6, 1973; and (vii) the syndicated Euro-currency loans evidenced by agreements dated October 19, 1978, and April 29, 1980, respectively. WHEREAS the Borrower has requested the Bank to make a further loan for said program; NOW THEREFORE the parties hereto hereby agree as follows: -2- ARTICLE I General Conditions; Definitions Section 1.01. The parties to this Agreement accept all the provisions of the General Conditions Applicable to Loan and Guarantee Agreements of the Bank dated March 15, 1974, with the same force and effect as if they were fully set forth herein, subject, however, to the modifications thereof set forth in Schedule 2 to this Agreement (said General Conditions Applicable to Loan and Guarantee Agreements of the Bank, as so modified, being hereinafter called the General Conditions). Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions have the respective meanings therein set forth, and the following additional terms have the following meanings: (a) "Sub-loan" means a loan or credit made or proposed to be made by the Borrower out of the proceeds of the Loan to an Invest- ment Enterprise for an Investment Project. (b) "Investment" means an investment, other than a sub-loan, made or proposed to be made by the Borrower out of the proceeds of the Loan in an Investment Enterprise for an Investment Project. (c) "Free-limit Sub-loan" or "free-limit investment" means a sub-loan or an investment, as defined in paragraphs (a) and (b) of this Section, respectively, which qualifies as a free-limit sub-loan or a free-limit investment pursuant to the provisions of Section 2.02 (b) of this Agreement. (d) "Investment Enterprise" means an enterprise to which the Borrower proposes to make or has made a sub-loan or in which it proposes to make or has made an investment. (e) "Investment Project" means a specific development project to be carried out by an Investment Enterprise utilizing the proceeds of a sub-loan or investment. (f) "Rupees" and "Rs" mean the currency of the Guarantor. (g) "Foreign currency" means any currency other than the currency of the Guarantor. -3- (h) "Charter" means the Memorandum of Association and the Articles of Association of the Borrower dated January 5, 1955, as amended to the date of this Agreement, and as the same may be amended from time to time with the prior approval of the Bank. (i) "Prior Loan Agreement" means any outstanding loan agreement between the Bank and the Borrower dated before the date of this Agreement and "Prior Loan" means any loan provided for therein. (j) "Subsidiary" means any company which is a subsidiary of the Borrower within the meaning of the Companies Act, 1956 (or any amendment thereof) of the Guarantor. (k) "Kfw Agreements" means the loan agreements dated April 26, 1963, July 29, 1964, November 23, 1964, June 8, 1965, March 23, 1966, November 3, 1967, June 11, 1968, April 11, 1969, June 2, 1970, June 22, 1971, September 30, 1972, June 15, 1973, March 31, 1974, June 6, 1975, June 25, 1976, December 4, 1976, August 8, 1979 and November 27, 1979, respectively, all between the Kfw and the Borrower, as the same have been or may be amended from time to time by agreement between the parties thereto, or any one or more of such agreements as so amended as the context may require. (1) "Government Agreements" means the agreements providing for loans or advances to the Borrower dated January 29, 1955, October 26, 1959, July 31, 1965 and July 30, 1966, respectively, all between the Guarantor and the Borrower, as the same have been or may be amended from time to time by agreement between the parties thereto and the Bank, and any other agreements providing for borrowings by the Borrower from the Guarantor. (m) "IDBI Agreements" means the debentures and loans dated November 1, 1966, May 22, 1967, November 27, 1968, June 18, 1969, February 17, 1971, March 20, 1972, November 26, 1973, September 3, 1974, November 26, 1975, March 30, 1977, March 27, 1978, June 8, 1978, October 23, 1978, April 18, 1979, August 1, 1979, Octo- ber 18, 1979, January 8, 1980, and March 7, 1980, respectively, between IDBI and the Borrower, as the same have been o2 may be amended from time to time by agreement between IDBI and the Borrower, or either of such debentures and loans as so amended as the context may require. -4- ARTICLE II The Loan Section 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions in the Loan Agreement set forth or referred to, an amount in various currencies equivalent to one hundred million dollars ($100,000,000). Section 2.02. (a) The amount of the Loan may be withdrawn from the Loan Account for amounts expended by the Borrower for an Investment Project or, if the Bank shall so agree, for amounts to be expended by the Borrower for an Investment Project to finance the reasonable foreign-currency cost of goods and services re- quired under a sub-loan or investment for the Investment Project in respect of which the withdrawal is requested; provided, however, that no withdrawal shall be made in respect of a sub-loan or investment unless (1) the sub-loan or investment shall have been approved by the Bank, or (ii) the sub-loan or investment shall be a free-limit sub-loan or a free-limit investment for which the Bank shall have authorized withdrawals from the Loan Account. (b) A free-limit sub-loan and a free-limit investment shall be a sub-loan or an investment in an amount to be financed out of the proceeds of the Loan which, together with any other amount or amounts financed or proposed to be financed by the Borrower out of the proceeds of the Loan or any Prior Loan for the same project or for any other project directly and materially related thereto, and not repaid shall not exceed in the aggregate the equivalent of six million dollars ($6,000,000) the foregoing amount being subject to change from time to time as determined by the Bank. (c) Except as the Bank and the Borrower shall otherwise agree, no withdrawals shall be made on account of expenditures before the date of this Agreement or of expenditures made by an Investment Enterprise in respect of a sub-loan or investment subject to the Bank's approval, if such expenditures shall have been made more than ninety days prior to the date on which the Bank shall have received in respect of such sub-loan or investment the application and information required by Section 2.03 (a) of this Agreement or, in respect of a free-limit sub-loan or free- limit investment, more than ninety days prior to the date on which the Bank shall have received in respect of such free-limit sub-loan or free-limit investment, as the case may be, the request and information required by Section 2.03 (b) of this Agreement. Section 2.03. (a) When presenting a sub-loan or an investment (other than a free-limit sub-loan or a free-limit investment) to the Bank for approval, the Borrower shall furnish to the Bank an application, in form satisfactory to the Bank, together with (i) a description of the Investment Enterprise and an appraisal of the Investment Project, including a description of the expenditures proposed to be financed out of the proceeds of the Loan; (ii) the proposed terms and conditions of the sub-loan or investment, including the schedule of amortization of the sub-loan or of repayment to the Bank of the amount of the Loan to be used for the investment; and (iii) such other information as the Bank shall reasonably request. (b) Each request by the Borrower for authorization to make withdrawals from the Loan Account in respect of a free-limit sub-loan or free-limit investment shall contain (i) a summary description of the Investment Enterprise and the Investment Project, including a description of the expenditures proposed to be financed out of the proceeds of the Loan, and (ii) the terms and conditions of such free-limit sub-loan or free-limit invest- ment, including the schedule of amortization of the free- limit sub-loan or of repayment to the Bank of the amount of the 'oan to be used for the free-limit investment, as the case may be. (c) Except as the Bank and the Borrower shall otherwise agree, applications and requests made pursuant to the provisions of paragraphs (a) and (b) of this Section shall be presented to the Bank on or before December 31, 1982. Section 2.04. The Closing Date shall be December 31, 1985, or such later date as the Bank shall establish. The Bank shall promptly notify the Borrower and the Guarantor of such later date. Section 2.05. The Borrower shall pay to the Bank a commitment charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal amount of the Loan not withdrawn from time to time. Section 2.06. The Borrower shall pay interest at the rate of eight and twenty-five hundredths per cent (8.25%) per annum on the principal amount of the Loan withdrawn and outstanding from time to time. Section 2.07. Interest and other charges shall be payable semi-annually on February 15 and August 15 in each year. -6- Section 2.08. (a) The Borrower shall repay the principal amount of the Loan in accordance with the amortiz&tion schedule set forth in Schedule 1 to this Agreement as such Schedule shall be amended from time to time by the Bank to the extent required to: (i) conform in relevant part substantially to the aggregate of the amortization schedules applicable to sub-loans and the schedules of repayment to the Bank in respect of investments, which have been approved or authorized for withdrawals from the Loan Account under Section 2.02 of this Agreement and (ii) take into account any cancellation pursuant to Article VI of the General Conditions and any repayments made by the Borrower under Section 2.09 of this Agreement; provided that repayments due hereunder shall be made on February 15 and August 15 in each year. Such amendments of said Schedule 1 shall include amendments to the table of premiums on prepayment, if necessary. (b) The amortization schedule applicable to each sub-loan and the schedule of repayment to the Bank in respect of each investment shall provide for an appropriate period of grace, and, unless the Bank and the Borrower shall otherwise agree (i) shall not extend beyond fifteen years from the date of approval by the Bank of such sub-loan or iavestment, or in the case of a free-limit sub-loan or a free-limit investment, of authorization by the Bank to make withdrawals from the Loan Account in respect thereof, and (ii) shall provide for semi-annual, or more frequent, payments of principal and interest. Section 2.09. Unless the Bank and the Borrower shall other- wise agree: (a) If a sub-loan or any part thereof shall be repaid to the Borrower in advance of maturity or if a sub-loan or an investment or any part thereof shall be sold, transferred, assigned or otherwise disposed of for value by the Borrower, the Borrower shall promptly notify the Bank and shall repay to the Bank on the next following interest payment date, together with the premiums specified in Schedule 1 to this Agreement or in any amendment thereof under Section 2.08 (a) of this Agreement, the amount withdrawn from the Loan Account in respect of such sub-loan or investment or part thereof and not theretofore repaid to the Bank. (b) Any amount so repaid by the Borrower shall be applied by the Bank as follows: (i) in the case of a sub-loan, to the maturity or maturities of the Loan in amounts corresponding - 7 - to the outstanding amounts of the maturity or maturities of the sub-loan so repaid or disposed of, and (ii) in the case of an investment, pro rata to the maturity or maturities of the Loan reflecting amounts to be repaid on account of such investment. (c) Paragraph (b) of Section 3.05 of the General Conditions shall not apply to any repayment made under paragraph (a) of this Section. ARTICLE III The Project; Management and Operations of the Borrower Section 3.01. (a) The purpose of the Project is to assist the Borrower in financing such productive facilities and resources in India as will contribute to the economic and social development of the country. The Project consists of the financing of specific development projects through loans to and investments in enter- prises in India, in furtherance of the corporate purposes of the Borrower, as set forth in the Charter. (b) The Borrower shall carry out the Project and conduct its operations and affairs in accordance with appropriate finan- cial standards and practices, with qualified management and personnel, and in accordance with the Charter. Section 3.02. (a) The Borrower undertakes that, unless the Bank shall otherwise agree, any sub-loan or investment will be made on terms whereby the Borrower shall obtain, by written contract with the Investment Enterprise or by other appropriate legal means, rights adequate to protect the interests of the Bank and the Borrower, including, in the case of any sub-loan and to the extent that it shall be appropriate in the case of any investment, the right of the Borrower to: (i) require the Invest- ment Enterprise to carry out and operate the Investment Project with due diligence and efficiency and in accordance with appro- priate technical, financial and managerial standards and to maintain adequate records; (ii) require that: (1) the goods and services to be financed out of the proceeds of the Loan shall be purchased at a reasonable price, account being taken also of other relevant factors such as time of delivery and efficiency and reliability of the goods and availability of maintenance facili- ties and spare parts therefor, and, in the case of services, of their quality and the competence of the parties rendering them and - 8 - (2) such goods and services shall be used exclusively in the carrying out of the Investment Project; (iii) inspect, by itself or jointly with representatives of the Bank if the Bank shall so request, such goods and the sites, works, plants and construction included in the Investment Project, the operation thereof, and any relevant records and documents; (iv) require that: (1) the Invest- ment Enterprise shall take out and maintain with responsible insurers such insurance, against such risks and in such amounts, as shall be consistent with sound business practice; and (2) without any limitation upon the foregoing, such insurance shall cover hazards incident to the acquisition, transportation and delivery of goods financed out of the proceeds of the Loan to the place of use or installation, any indemnity thereunder to be made payable in a currency freely usable by the Investment Enterprise to replace or repair such goods; (v) obtain all such information as the Bank or the Borrower shall reasonably request relating to the foregoing and to the administration, operations and financial condition of the Investment Enterprise and the Investment Project; and (vi) suspend or terminate the right of the Investment Enter- prise to the use of the proceeds of the Loan upon failure by such Investment Enterprise to perform its obligations under its con- tract with the Borrower. (b) The Borrower shall exercise its rights in relation to each Investment Project in such manner as to: (i) protect the interests of the Bank and the Borrower, (ii) comply with its obligations under this Agreement, and (iii) achieve the purposes of the Project. Section 3.03. (a) The Borrower shall furnish to the Bank all such information as the Bank shall reasonably request con- cerning the expenditure of the proceeds of the Loan, the Project, the Investment Enterprises, the Investment Projects and the sub-loans and investments and, where appropriate, the benefits to be derived from the foregoing. (b) Within six months following the last withdrawal from the Loan Account, or such later date as may be agreed between the Bank and the Borrower, the Borrower 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 Investment Projects, their costs and the benefits derived and to be derived from them, the performance by the Borrower and the Bank of their respective obligations under this Agreement and the accomplishment of the purposes of the Loan. -9- Section 3.04. The Borrower shall duly perform all its obligations -- agreements under which funds have been lent or otherwise put at the disposal of the Borrower by the Guarantor or its agencies or others for relending, investment or management. The Borrower 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. Section 3.05. If the Borrower establishes or acquires any subsidiary, the Borrower shall cause such subsidiary to observe and perform the obligations of the Borrower hereunder to the extent to which such obligations shall or can be applicable thereto, as though such obligations were binding upon such subsidiary. Section 3.06. Unless the Bank shall otherwise agree, the Borrower shall not amend the Charter. ARTICLE IV Financial Covenants Section 4.01. The Borrower shall maintain procedures and records adequate to monitor and record the progress of the Project and of each Investment Project and to reflect in accordance with consistently maintained appropriate accounting practices the operations and financial condition of the Borrower. Section 4.02. The Borrower 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 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 Bank shall have reasonably re- quested; and (iii) furnish to the Bank such other information concerning the accounts and financial statements of the Borrower - 10 - and the audit thereof as the Bank shall frcae time to time rea- sonably request. Section 4.03. (a) The Borrower represents that at the date of this Agreement no lien exists on any of its assets as security for any debt. (b) The Borrower undertakes that, except as the Bank shall otherwise agree: (i) if any lien shall be created on any assets of the Borrower or any subsidiary as security for any debt, such lien will equally and ratably secure the payment of the principal of, and interest and other charges on the Loan and that in the creation of any such lien express provision will be made to that effect at no cost to the Bank; and (ii) if any statutory lien shall be created on any assets of the Borrower or of any subsidiary as security for any debt, the Borrower shall grant, at no cost to the Bank, an equivalent lien satisfactory to the Bank to secure the payment of the principal of, and interest and other charges on the Loan; provided, however, that the foregoing provisions of this paragraph shall not apply to: (A) any lien created on property, at the time of purchase thereof, solely as security for the payment of the purchase price of such property; or (B) any lien arising in the ordinary course of banking trans- actions and securing a debt maturing not more than one year after the date on which it is originally incurred. Section 4.04. Except as shall be otherwise agreed between the Bank and the Borrower, the Borrower shall: (i) conduct its opera- tions and affairs in such manner as shall be necessary to main- tain, at all times, its debt/equity ratio within the limit referred to in Section 4.06 of this Agreement; and (ii) if such ratio shall, for reasons beyond the Borrower's control, be ex- -eeded, take, within a reasonable time, all such action as shall be necessary to bring such ratio within such limit. Section 4.05. The Borrower shall not make any repayment in advance of maturity in respect of any outstanding debt of the Borrower which, in the judgment of the Bank, would materially affect the Borrower's ability to meet its financial obligations. Section 4.06. Except as shall be otherwise agreed between the Bank and the Borrower, the Borrower shall not incur or permit any subsidiary to incur any debt if, after the incurring of such debt, the consolidated debt of the Borrower and all its subsidiaries then incurred and outstanding would be greater than - 11 - eleven times the consolidated capital and surplus of the Borrower and all its subsidiaries. For the purposes of this Section: (a) "debt" means any debt incurred by the Borrower or any subsidiary maturing more than one year after the date on which it is originally incurred, provided, that current repayments of such debt due and payable within one year shall be excluded therefrom; (b) debt shall be deemed to be incurred: (i) under a loan contract or agreement (including the Loan Agreement and any Prior Loan Agreement) on the date and to the extent the amount of the loan is drawn down and outstanding pursuant to such loan contract or agreement, and (ii) 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; (c) whenever in connection with this Section it shall be necessary to value in terms of Rupees debt payable in foreign currency, such valuation shall be made at the prevailing lawful rate of exchange at which such foreign currency is, at the time of such valuation, obtainable by the Borrower for the purposes of servicing such debt; (d) "consolidated debt of the Borrower and all its sub-, sidaries" means the total amount of debt of the Borrower and its subsidiaries, excluding: (i) any debt owed by the Borrower to any subsidiary or by any subsidiary to the Borrower or to any other subsidiary, and (ii) such proceeds of any debt incurred by the Borrower or by any subsidiary as are kept in liquid assets; and (e) "consolidated capital and surplus of the Borrower and its subsidiaries" means the aggregate of the unimpaired paid-up capital, surplus and free reserves of the Borrower and its subsidiaries after excluding therefrom such amounts as shall represent equity interests of the Borrower in any subsidiary or of any subsidiary in the Borrower or any other subsidiary. (f) All provisions in any Previous Loan Agreement prescrib- ing a debt/equity ratio limit are hereby amended to read as provided in Section 4.06 (a) through (e) of this Agreement. - 12 - Section 4.07. The Borrower shall take such steps satisfactory to the Bank as shall be necessary to protect itself against risk of loss resulting from changes in the rates of exchange between the currencies (including Rupees) used in its operations. Section 4.08. The Bank and the Borrower shall from time to time, at the request of either party, exchange views through their representatives with regard to the administration, opera- tions and financial condition of the Borrower and its subsid- iaries, and the Borrower shall furnish to the Bank all such information as the Bank, shall reasonably request concerning the administration, operations and financial condition of the Borrower and its subsidiaries. Section 4.09. The Borrower shall enable the Bank's represen- tatives to inspect the records referred to in Section 4.01 of this Agreement and any relevant documents. ARTICLE V Remedies of the Bank Section 5.01. For the purposes of Section 6.02 of the General Conditions the following additional events are specified: (a) any part of the principal amount of any loan to the Borrower having an original maturity of one year or more shall, in accordance with its terms, have become due and payable in advance of maturity as provided in the relative contractual instruments, or any security for any such loan shall have become enforceable; (b) a resolution shall have been passed for the dissolution or liquidation of the Borrower; (c) a subsidiary or any other entity shall have been created or acquired or taken over by the Borrower, if such creation, acquisition or taking over would adversely affect the conduct of the Borrower's business or the Borrower's financial condition or the efficiency of the Borrower's management and personnel or the carrying out of the Project; (d) the Guarantor shall have taken any action under the Companies Act, 1956, as amended, to convert all or any part of advances of loans to the Borrower into shares in the Borrower at the time when the Borrower is duly performing its obligations under the Government Agreements; - 13 - (e) a default shall occur in the performance by the Borrower or the Guarantor of any obligation other than payment of principal or interest or any other payment required under the Prior Loan Agreements, the respective guarantee agreements or the bonds under the Prior Loan Agreements. Section 5.02. For the purposes of Section 7.01 of the General Conditions the following additional events are specified: (a) the event specified in paragraph (a) or paragraph (b) or paragraph (d) of Section 5.01 shall occur; and (b) the event specified in paragraph (c) or paragraph (e) of Section 5.01 shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Bank to the Borrower, and, in the case of the event specified in paragraph (e), also the Guarantor. ARTICLE VI Miscellaneous Sectior. 6.01. The date of W-Loo( 14) IfOo is hereby specified for the purposes of Section 12.04 of the General Condi- tions. Section 6.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: 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) or 64145 (WUI) - 14 - For the Borrower: The Industrial Credit and Investment Corporation of India Limited 163 Backbay Reclamation Bombay 400 020, India Cable address: CREDCORP Bombay 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 BANK FOR RECONSTRUCTION AND DEVELOPMENT By 1ClAw~ Regional Vice President South Asia THE INDUSTRIAL CREDIT AND INVESTMENT CORPORATION OF INDIA LIMITED By 401 Authorized Representative - 15 - SCHEDULE 1 Amortization Schedule Payment of Principal Date Payment Due (expressed in dollars)* August 15, 1983 600,000 February 15, 1984 1,440,000 August 15, 1984 2,500,000 February 15, 1985 3,500,000 August 15, 1985 4,100,000 February 15, 1986 4,210,000 August 15, 1986 4,330,000 February 15, 1987 4,520,000 August 15, 1987 6,940,000 February 15, 1988 7,180,000 August 15, 1988 7,180,000 February 15, 1989 6,720,000 August 15, 1989 6,270,000 February 15, 1990 5,840,000 August 15, 1990 5,820,000 February 15, 1991 5,700,000 August 15, 1991 5,430,000 February 15, 1992 4,290,000 August 15, 1992 2,980,000 February 15, 1993 1,580,000 August 15, 1993 1,270,000 February 15, 1994 1,230,000 August 15, 1994 1,200,000 February 15, 1995 1,150,000 August 15, 1995 1,100,000 February 15, 1996 1,070,000 August 15, 1996 1,020,000 February 15, 1997 830,000 * To the extent that any portion of the Loan is repayable in a currency other than dollars (see General Conditions, Section 4.02), the figures in this column represent dollar equivalents determined as for purposes of withdrawal. - 16 - Premiums on Prepayment The following percentages are specified as the premiums payable on repayment in advance of maturity of any portion of the principal amount of the Loan pursuant to Section 3.05 (b) of the General Conditions or to Section 2.09 (a) of the Loan Agreement: Time of Prepayment Premium Not more than three years before maturity 1.45% More than three years but not more than six years before maturity 2.90% More than six years but not more than eleven years before maturity 5.35% More than eleven years but not more than fifteen years before maturity 7.30% More than fifteen years before maturity 8.25% - 17 - SCHEDULE 2 Modifications of the General Conditions For the purposes of the Loan Agreement, the provisions of the General Conditions are modified as follows: (1) Paragraph 7 of Section 2.01 is amended to read: "7. The term 'Guarantor' means India, acting by its President." (2) The following subparagraph (d) is added to Section 3.05: "(d) The Bank and the Borrower may from time to time agree upon arrangements for prepayment of the Loan and the application of such prepayment in addition to, or in substitution for, those set forth in paragraph (b) of Section 3.05." (3) The words "Investment Projects" are substituted for the words "the Project" at the end of Section 5.03. (4) Section 6.03 is deleted and replaced by the following new Section: "Section 6.03. Cancellation by the Bank. If (a) the right of the Borrower to make withdrawals from the Loan Account shall have been suspended with respect to any amount of the Loan for a continuous period of thirty days, or (b) by the date specified in paragraph (c) of Section 2.03 of the Loan Agreement no applications or requests permitted under paragraph (a) or paragraph (b) of such Section shall have been received by the Bank in respect of any portion of the Loan, or having been so received, shall have been denied, or (c) after the Closing Date an amount of the Loan shall remain unwithdrawn from the Loan Account, or (d) the Bank shall have received notice from the Guarantor pursuant to Section 6.07 with respect to an amount of the Loan, the Bank may by notice to the Borrower terminate the right of the Borrower to submit such applications or requests or to make withdrawals from the Loan Account, as the case may be, with respect to such amount or portion of the Loan. Upon the giving of such notice such amount or portion of the Loan shall be cancelled." 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 the Seal of the Bank thereunto this o day of Na, 1980 FOR SECRETARY