Conformed Copy - L3077 - Agroindustry Project - Amendment 5

Page 1 December 30, 1992 Mr. Mahfi Egilmez Economic and Commercial Counselor Embassy of the Republic of Turkey 2523 Massachusetts Ave., N.W. Washington, D.C. 20008 Re: Loan No. 3077 TU (Agroindustry Project) Amendments Dear Mr. Egilmez: We refer to the Loan Agreement (Agroindustry Project) dated June 28, 1989, as amended (the Loan Agreement) between the Republic of Turkey (the Borrower) and the International Bank of Reconstruction and Development (the Bank) and to our discussions concerning further amendments to the Loan Agreement. We hereby confirm the Bank's agreement to the amendments to the Loan Agreement set forth in the Annex hereto. These amendments to the Loan Agreement shall not become effective until: (a) the Project Agreement dated as of the date of this letter between the Bank and Turkiye Sinai Kalkinma Bankasi (TSKB) has become effective; and (b) a subsidiary loan agreement has been concluded between the Borrower and TSKB, under terms and conditions which shall have been approved by the Bank and which shall include those set forth in Schedule 4 to the Loan Agreement. Please confirm your agreement, on behalf of the Borrower, to the foregoing by signing and dating the form of confirmation on the attached copy of this letter and returning it to us. Very truly yours, /s/ Fred Levy Acting Director, Country Department I Europe and Central Asia Region CONFIRMED: by REPUBLIC OF TURKEY on 5/13/93 Annex to Letter December 30, 1992 Loan No. 3077 TU (Agroindustry Project) Amendments to the Loan Agreement 1. In Section 1.02: a. paragraph (d) is amended to read as follows: "(d) 'PCIs' means collectively the Participating Credit Institutions under the Project, namely TCZB, SYKB, THB and TSKB; and the term PCI means each or any of the Participating Credit Institutions;'; b. paragraph (e) is amended to read as follows: "(e) 'Project Agreement' means the agreement Page 2 between the Bank and TCZB, SYKB and THB of even date herewith and the agreement between the Bank and TSKB dated as of December 30, 1992, as the same may be amended from time to time, and such term included all schedules and agreements supplemental to the Project Agreement;"; c. the words "or for the production of agricultural machinery, carpet weaving, yarn processing and garment manufacturing;" are added after the words "distribution of agricultural inputs;" in paragraph (j); d. subparagraph (iv) of paragraph (k) is deleted and the following is substituted therefore. "(iv) with respect to TSKB, the Statutes dated May 12, 1950, as amended through;"; e. the words "and THB Special Account" as they appear in two places in paragraph (m) are amended to read ",THB Special Account and TSKB Special Account"; and f. a new paragraph (r) is added as follows: "(r) 'TSKB' means Turkiye Sinai Kalkinma Bankasi, a banking institution operating under the laws of the Borrower." 2. In paragraph (b) of Section 2.02: (a) the words "cause TCZB, SYKB and THB" are to read "TCZB, SYKB, THB and TSKB'; and (b) the words "and the TSKB Special Account are added after the words 'the THB Special Account'. 3. Paragraph 3 of Part A of Schedule 4 is amended to read as follows: "3. Out of the amount of the Loan allocated for the provision of Sub-loans, the Borrower shall allocate the equivalent of $39,400,000 to TCZB, $52,800,000 to SYKB, $38,600,000 to THB, and $12,000,000 to TSKB." 4. The date in paragraph 3 (d) of Part B of Schedule 4 is amended to read "June 30, 1994." 5. In Schedule 5: (a) paragraph 1(c) is amended to read as follows: "(c) the term "Authorized Allocation" means (i) in respect of the TCZB Special Account, an amount equivalent to $3,000,000 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; (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; and (iv) in respect of the TSKB Special Account and amount equivalent to $2,000,000 to be withdrawn from the Loan Account and deposited into the TSKB Special Account, all pursuant to paragraph 3 (a) of this Schedule."; b. the words "or by TSKB out of the TSKB Special Account," are added after the words "the THB Special Account" in paragraph 4; c. the words "on behalf of any PCI or all PCIS." are added after the words "all further withdrawals" in paragraph 5(a); and Page 3 d. subparagraph (b) of paragraph 5 is amended to read as follows: "(b) once the total unwithdrawn amount of the Loan allocated to any PCI pursuant to paragraphs 3 of Schedule 4 to the Loan Agreement, less the amount of any outstanding special commitment entered into by the Bank pursuant to Section 5.02 of the General Conditions in respect of expenditures financed under such allocation, shall equal the equivalent of twice the amount of the respective Authorized Allocation. Thereafter, withdrawal from the Loan Account of the remaining unwithdrawn amount of the Loan so allocated to such PCI 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 amounts remaining on deposit in the respective Special Account as of the date of such notice will be utilized in making payments for eligible expenditures.