OFFICIAL DOCUMENTS LOAN NUMBER 8700-AR Loan Agreement (Additional Financing for the Metropolitan Areas Urban Transport Project) between ARGENTINE REPUBLIC and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT LOAN AGREEMENT Agreement dated as of the Signature Date (as defined in the Appendix to this Agreement) between ARGENTINE REPUBLIC ("Borrower") and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank") for the purpose of providing additional financing for the Original Project (as defined in the Appendix to this Agreement). The Borrower and the Bank hereby agree as follows: ARTICLE I - GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to this Agreement) constitute an integral part of this Agreement. 1.02. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the General Conditions or in the Appendix to this Agreement. ARTICLE II - LOAN 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions set forth or referred to in this Agreement, the amount of forty five million Dollars, (45,000,000), as such amount may be converted from time to time through a Currency Conversion in accordance with the provisions of Section 2.08 of this Agreement ("Loan"), to assist in financing the project described in Schedule 1 to this Agreement ("Project"). 2.02. The Borrower may withdraw the proceeds of the Loan in accordance with Section IV of Schedule 2 to this Agreement. The Borrower's Representative for purposes of taking any action required or permitted to be taken pursuant to this Section is its Minister of MoF or the MoF's Undersecretary of International Financial Relations. 2.03. The Front-end Fee payable by the Borrower shall be equal to one quarter of one percent (0.25%) of the Loan amount. 2.04. The Commitment Charge payable by the Borrower shall be equal to one quarter of one percent (0.25%) per annum on the Unwithdrawn Loan Balance. 2.05. The interest payable by the Borrower for each Interest Period shall be at a rate equal to the Reference Rate for the Loan Currency plus the Variable Spread; provided, however, that the interest payable shall in no event be less than zero percent (0%) per annum; and provided furthermore that, upon a Conversion of all or any portion of the principal amount of the Loan, the interest payable by the Borrower during the Conversion Period on such amount shall be determined in accordance with the relevant provisions of Article IV of the General Conditions. Notwithstanding the foregoing, if any amount of the Withdrawn Loan Balance remains unpaid when due and such non-payment continues for a period of thirty -2- days, then the interest payable by the Borrower shall instead be calculated as provided in Section 3.02 (e) of the General Conditions. 2.06. The Payment Dates are March 15 and September 15 in each year. 2.07. The principal amount of the Loan shall be repaid in accordance with the amortization schedule set forth in Schedule 3 to this Agreement. 2.08. (a) The Borrower may at any time request any of the following Conversions of the terms of the Loan in order to facilitate prudent debt management: (i) a change of the Loan Currency of all or any portion of the principal amount of the Loan, withdrawn or unwithdrawn, to an Approved Currency; (ii) a change of the interest rate basis applicable to: (A) all or any portion of the principal amount of the Loan withdrawn and outstanding from a Variable Rate to a Fixed Rate, or vice versa; or (B) all or any portion of the principal amount of the Loan withdrawn and outstanding from a Variable Rate based on a Reference Rate and the Variable Spread to a Variable Rate based on a Fixed Reference Rate and the Variable Spread, or vice versa; or (C) all of the principal amount of the Loan withdrawn and outstanding from a Variable Rate based on a Variable Spread to a Variable Rate based on a Fixed Spread; and (iii) the setting of limits on the Variable Rate or the Reference Rate applicable to all or any portion of the principal amount of the Loan withdrawn and outstanding by the establishment of an Interest Rate Cap or Interest Rate Collar on the Variable Rate or the Reference Rate. (b) Any conversion requested pursuant to paragraph (a) of this Section that is accepted by the Bank shall be considered a "Conversion", as defined in the General Conditions, and shall be effected in accordance with the provisions of Article IV of the General Conditions and of the Conversion Guidelines. (c) Promptly following the Execution Date for an Interest Rate Cap or Interest Rate Collar for which the Borrower has requested that the premium be paid out of the proceeds of the Loan, the Bank shall, on behalf of the Borrower, withdraw from the Loan Account and pay to itself the amounts required to pay any premium payable in accordance with Section 4.05 (c) of the General Conditions up to the amount allocated from time to time for the purpose in the table in Section IV of Schedule 2 to this Agreement. ARTICLE III - PROJECT 3.01. The Borrower, through MT, declares its commitment to the objectives of the Project. To this end, the Borrower, through the UEC, shall carry out: (a) Parts A, B.1 (c), B.2, C.4, D and E of the Project; and (b) the Subprojects with the assistance of the Eligible Municipalities, the Participating Provinces and/or the Rail Service Operators (as the case may be) pursuant to the provisions of the pertinent Implementation Agreements, all in accordance with the provisions of Article V of the General Conditions and the pertinent annual operating plan referred to in Section II. A.2 of Schedule 2 to this Agreement. -3- 3.02. Without limitation upon the provisions of Section 3.01 of this Agreement, and except as the Borrower and the Bank shall otherwise agree, the Borrower shall ensure that the Project is carried out in accordance with the provisions of Schedule 2 to this Agreement. ARTICLE IV -TERMINATION 4.01. The Effectiveness Deadline is the date one hundred and twenty (120) days after the Signature Date. ARTICLE V - REPRESENTATIVE; ADDRESSES 5.01. Except as provided in Section 2.02 of this Agreement, the Borrower's Representative is its Minister of MoF. 5.02. The Borrower's Address is: Ministry of Finance Hip6lito Yrigoyen 250 C1086AAB, Buenos Aires, Argentina Telex: Facsimile: 121942-AR (54 11) 4349-8815 5.03. The Bank's Address is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Telex: Facsimile: 248423(MCI) or 1-202-477-6391 64145(MCI) 6 -4- AGREED at:m /i/e/d/tt'//t, 7hid /< d/9/Wred, on behalf of the Bank on 149 mP , .20/ , and at Bnenr, Ai, Rem priir Amen n, on behalf of the Borrower on c, q 7 Acuerdo MF NO 14/17 ARGENTINE REPUBLIC By _ _ _ _ _ _ i Authorized Representative Name: CAPUTO. Luis Andres Title: Ministro de Finanzas INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By u rized Representative Name: "4ffI-______ Title: (u -5- SCHEDULE 1 Project Description The objectives of the Project are: (a) to support the design and creation of a multijurisdictional metropolitan transport agency for the AMBA; (b) to strengthen the institutional capacity of transport authorities with respect to decision-making, planning, priority setting, and resource allocation in urban transport; (c) to improve the quality and performance of urban transport infrastructure and/or services in Metropolitan Areas I; and (d) to improve the physical integration and access to public transport networks in the AMBA. The Project consists of the following parts: Part A: Creation of a Metropolitan Transport Agency for the AMBA 1. Design of an adequate legal and institutional framework for the creation of a multijurisdictional metropolitan transport agency for the AMBA, including, inter alia, the design of the structure, functions and responsibilities of said agency. 2. (a) Update of the AMBA's current transport planning databases, through, inter alia, the carrying out of automatic traffic counts, bus supply surveys, bus frequency surveys and passenger oriented focus groups; (b) improvement of the AMBA's urban transport model; (c) design of a master transport plan for the AMBA; and (d) carrying out of feasibility studies and/or detailed designs for selected potential (non-Project) investments in the AMBA. 3. Provision of technical support for the creation of an observatory that will collect, process and maintain all urban transport and air quality databases in the AMBA, through, inter alia: (a) the carrying out of a study to design the technical aspects of said observatory; (b) the acquisition and utilization of the necessary equipment for the operation of said observatory; and (c) the design of a website which will make available to the public the data collected by the observatory mentioned herein. 4. Provision of technical support to supervise: (a) the acquisition of goods/equipment for the provision of a single fare media payment technology system (Sistema Unico de Boleto Electrdnico) for all transportation modes in the AMBA; and (b) the implementation of the system mentioned in (a) herein. 5. Hiring of selected professional staff (in accordance with criteria set forth in the Operational Manual) to assist in the creation of the agency mentioned in Part A. 1 above, including the provision of Operating Costs needed for the initial setting-up of said agency. -6- Part B: Urban Transport Improvements in Metropolitan Areas I 1. (a) Carrying out of feasibility studies and/or detailed designs of selected potential infrastructure investment works located in any of the Metropolitan Areas I; (b) carrying out of origin-destination studies and/or transport modeling work, as well as the preparation of transport master plans, all for the benefit of Metropolitan Areas II for purposes of assisting the same in meeting the Metropolitan Areas I eligibility criteria; and (c) provision of technical assistance to Metropolitan Areas I and Metropolitan Areas II to improve their institutional capacity in transport. 2. Strengthening of the environmental and social management capacity of Metropolitan Areas I. 3. Carrying out of selected infrastructure investment works (including civil works supervision) to improve urban mobility in at least one Eligible Municipality of a Metropolitan Area I. Part C: Public Transport Access and Modal Integration in the AMBA 1. Carrying out of preparation studies and/or detailed designs of potential (non-Project) infrastructure investment works in selected intermodal centers in the AMBA, which works would consist of, inter alia, the construction of terminals and the redesign of access roads and boarding platforms. 2. Carrying out of minor improvement works (including civil works supervision) in selected train stations in the AMBA, which works consist of, inter alia, the improvement of sidewalks, the repair of potholes, the replacement of bicycle shelters, the construction of ramps for the handicapped, improvements in the signaling and traffic light systems, as well as any other work of a similar nature acceptable to the Bank. 3. Carrying out of infrastructure investment works in the Monte Grande railway station located in the Esteban Echeverria area within AMBA, which works consist of, inter alia, the construction of a grade-separated road/rail crossing for pedestrians and vehicles. 4. Carrying out of preparation studies to define potential (non-Project) operational improvements in the train signaling system, as well as to define potential (non-Project) infrastructure improvements in critical rail crossings, all located in the AMBA. 5. Carrying out of infrastructure investment works in an Eligible Municipality within the AMBA, which works consists of, inter alia, the construction of a bus rapid transit system, including segregated lanes and accompanying infrastructure, stops, terminals, ticketing and intelligent transport systems as well as complimentary infrastructure to serve the passengers of the system to complete their trips. -7- Part D: Sectoral Training 1. (a) Design of a post-graduate masters program in urban transport, including the provision of technical assistance to identify and select educational institutions in which said program would be carried out; (b) carrying out of an analysis of the option of creating an ad-hoc institution to coordinate the masters program; and (c) develop mechanisms to finance the implementation of the masters program. 2. (a) Implementation of the masters program mentioned in Part D.1 above; (b) provision of Scholarships; and (c) monitoring and supervision of said masters program. 3. Design and implementation of a teacher training program for the professors who will participate in the implementation of the masters program mentioned in Part D. 1 above. Part E: Project Management Strengthening of the operational and environmental capacity of the UEC to carry out its functions and responsibilities under the Project. -8- SCHEDULE 2 Project Execution Section I. Implementation Arran2ements and Other Arran2ements A. The Borrower, through the UEC, shall ensure that the Project is carried out in accordance with the provisions of the Anti-Corruption Guidelines. B. (a) Without limitation to the provisions of Section 3.01 of this Agreement, the Borrower, through the UEC, shall: (i) carry out of the Project in accordance with the provisions of the Operational Manual and the pertinent provisions of the Environmental and Social Management Manual; and (ii) cause the pertinent Eligible Municipalities, the Participating Provinces and/or Rail Service Operators (as the case may be) to comply with the pertinent provisions of the Operational Manual and the Environmental and Social Management Manual in connection with their participation in the carrying out of Subprojects. (b) In case of any conflict among the terms of the Operational Manual, the Environmental and Social Management Manual, and those of this Agreement, the terms of this Agreement shall prevail. C. (a) For purposes of carrying out any given Metropolitan Area I Subproject, and prior to the carrying out of any of the works or Project activities under the pertinent Metropolitan Area I Subproject, the Borrower, through the UEC, shall enter into an agreement (the Metropolitan Area I Subproject Agreement) with the pertinent Eligible Municipality, and, if applicable, with the corresponding Participating Province, under terms and conditions acceptable to the Bank, which shall include, inter alia, those set forth in Schedule 4 to this Agreement. (b) (i) The Borrower, through the UEC, shall exercise its rights and carry out its obligations under each Metropolitan Area I Subproject Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan; and (ii) except as the Bank shall otherwise agree, the Borrower, through the UEC, shall not assign, amend, abrogate, terminate, waive or fail to enforce any Metropolitan Area I Subproject Agreement or any provision thereof. D. (a) For purposes of carrying out any given Metropolitan Area II Subproject, and prior to the carrying out of any of the Project activities under the pertinent Metropolitan Area II Subproject, the Borrower, through the UEC, shall enter into an agreement (the Metropolitan Area II Subproject Agreement) with the pertinent Eligible Municipality, and, if applicable, with the corresponding Participating Province, under terms and conditions acceptable to the Bank, which shall include, inter alia, those set forth in Schedule 5 to this Agreement. -9- (b) (i) The Borrower, through the UEC, shall exercise its rights and carry out its obligations under each Metropolitan Area II Subproject Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan; and (ii) except as the Bank shall otherwise agree, the Borrower, through the UEC, shall not assign, amend, abrogate, terminate, waive or fail to enforce any Metropolitan Area II Subproject Agreement or any provision thereof. E. (a) For purposes of carrying out any given Integration Subproject, and prior to the carrying out of any works or Project activity under the pertinent Integration Subproject, the Borrower, through the UEC, shall enter into an agreement (the Integration Subproject Agreement) with the pertinent Eligible Municipality, and, if applicable, with the corresponding Participating Province and Rail Service Operator, under terms and conditions acceptable to the Bank, which shall include, inter alia, those set forth in Schedule 6 to this Agreement. (b) (i) The Borrower, through the UEC, shall exercise its rights and carry out its obligations under each Integration Subproject Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan; and (ii) except as the Bank shall otherwise agree, the Borrower, through the UEC, shall not assign, amend, abrogate, terminate, waive or fail to enforce any Integration Subproject Agreement or any provision thereof. F. (a) For purposes of carrying out the Grade-Separated Crossing Subproject, and prior to the carrying out of any of the works under said subproject, the Borrower, through the UEC, shall enter into an agreement (the Grade-Separated Crossing Subproject Agreement) with the pertinent Eligible Municipality, and, if applicable, with the corresponding Participating Province and Rail Service Operator, under terms and conditions acceptable to the Bank, which shall include, inter alia, those set forth in Schedule 7 to this Agreement. (b) (i) The Borrower, through the UEC, shall exercise its rights and carry out its obligations under the Grade-Separated Crossing Subproject Agreement in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan; and (ii) except as the Bank shall otherwise agree, the Borrower, through the UEC, shall not assign, amend, abrogate, terminate, waive or fail to enforce the Grade-Separated Crossing Subproject Agreement or any provision thereof. G. (a) Upon the selection of any given Metropolitan Area I Subproject and prior to the carrying out of the pertinent works under said Subproject, the Borrower, through the UEC, shall: (i) carry out and/or cause to be carried out an environmental assessment of the pertinent works, and based on the results of said assessment and if determined by the Bank, approve and/or cause to be approved an environmental management plan or similar environmental instrument, acceptable to the Bank, for each said works (which plan or similar environmental instrument shall be based on -10- the results of the environmental assessment mentioned herein, and the Bank's comments on the results of said assessment, if any), all in accordance with the provisions of the Environmental and Social Management Manual; and (ii) immediately after said approval, implement and/or cause to be implemented (as the case may be) the corresponding environmental management plan (or similar environmental instrument) in accordance with its terms, and in a manner acceptable to the Bank. (b) Without limitation to the pertinent provisions of this Agreement in respect of any given Metropolitan Area I Subproject in which works are involved, the Borrower, through the UEC, shall: (i) upon the definition of the precise sitting alignments, and prior to the carrying out of any said works, if applicable as determined by the Bank, update/adjust or cause to be updated/adjusted (as the case may be) the existing pertinent environmental impact assessment for the corresponding Metropolitan Area I Subproject under terms of reference acceptable to the Bank; (ii) based on said updated/adjusted environmental impact assessment, and if determined by the Bank, update/adjust or cause to be updated/adjusted (as the case may be) the pertinent existing environmental management plan; and (iii) thereafter, implement and/or cause to be implemented, the existing pertinent environmental management plan or the updated/adjusted environmental management plan (as the case may be), all in accordance with its terms and in a manner acceptable to the Bank. H. Without limitation to the pertinent provisions of this Agreement in respect of any given Metropolitan Area I Subproject in which works are involved, and if as a result of the definition of the precise sitting alignments, it is determined by the Bank that Resettlement will be involved, the Borrower, through the UEC, shall: (a) prior to the carrying out of any said works, prepare and/or cause to be prepared and furnish to the Bank, a resettlement plan, acceptable to the Bank (which plan shall be consistent with the pertinent provisions of the Resettlement Policy Framework); and (b) thereafter, implement and/or cause to be implemented, said resettlement plan in accordance with its terms and in a manner acceptable to the Bank. I. (a) Prior to the carrying out any of the works under the Integration Subprojects related to the Saenz Station and La Matanza bus rapid transit system (BRT) under Parts C.2 and C.5 of the Project, respectively, the Borrower, through UEC, shall implement and/or cause to be implemented (as the case may be) the Saenz Station Abbreviated Resettlement Plan and the La Matanza BRT Abbreviated Resettlement Plan; and (b) during the carrying out of the works under the Integration Subprojects mentioned in (a) herein, the Borrower, through UEC, shall implement and/or cause to be implemented (as the case may be) the Saenz Station Environmental Management Plan; and the La Matanza BRT Environmental Management Plan; all in accordance with their terms and the relevant provisions of this Agreement. J. (a) Upon selection of an Integration Subproject in which works are involved, and prior to the carrying out of the pertinent works, the Borrower, through the UEC, shall: -11- (i) carry out and/or cause to be carried out an environmental assessment of the pertinent works, and based on the results of said assessment and if determined by the Bank, approve and/or cause to be approved an environmental management plan or similar environmental instrument, acceptable to the Bank, for each said works (which plan or similar environmental instrument shall be based on the results of the environmental assessment mentioned herein, and the Bank's comments on the results of said assessment, if any), all in accordance with the provisions of the Environmental and Social Management Manual; and (ii) immediately after said approval, implement and/or cause to be implemented (as the case may be) the corresponding environmental management plan (or similar environmental instrument) in accordance with its terms, and in a manner acceptable to the Bank. (b) Without limitation to the pertinent provisions of this Agreement in respect of any given Integration Subproject in which works are involved, the Borrower, through the UEC, shall: (i) upon the definition of the precise sitting alignments, and prior to the carrying out of any said works, if applicable as determined by the Bank, update/adjust or cause to be updated/adjusted (as the case may be) the existing pertinent environmental impact assessment for the corresponding Integration Subproject under terms of reference acceptable to the Bank; (ii) based on said updated/adjusted environmental impact assessment, and if determined by the Bank, update/adjust or cause to be updated/adjusted (as the case may be) the pertinent existing environmental management plan; and (iii) thereafter, implement and/or cause to be implemented, the existing pertinent environmental management plan or the updated/adjusted environmental management plan (as the case may be), all in accordance with its terms and in a manner acceptable to the Bank. K. Without limitation to the pertinent provisions of this Agreement in respect of any given Integration Subproject in which works are involved, and if as a result of the definition of the precise sitting alignments, it is determined by the Bank that Resettlement will be involved, the Borrower, through the UEC, shall: (a) prior to the carrying out of any said works, prepare and/or cause to be prepared and furnish to the Bank, a resettlement plan, acceptable to the Bank (which plan shall be consistent with the pertinent provisions of the Resettlement Policy Framework); and (b) thereafter, implement and/or cause to be implemented, said resettlement plan in accordance with its terms and in a manner acceptable to the Bank. L. With respect to the Grade-Separated Crossing Subproject, the Borrower, through the UEC, shall: (a) ensure that no Resettlement is involved in connection with the carrying out of said subproject; and (b) carry out the pertinent environmental management plan in accordance with its terms, and in manner acceptable to the Bank. M. In connection with the carrying out of the Project activities under Parts A.2 (b), (c) and (d), B.1 (a) and(b), C.1 and C.4 of the Project, the Borrower, through the UEC, shall ensure that the terms of reference for said Project activities include a provision, satisfactory to the Bank, mandating that the Borrower, through the UEC, incorporate and/or cause to be incorporated the applicable Bank Safeguard Policies to said Project activities. -12- N. (a) The Borrower, through MT, shall operate and maintain, at all times during Project implementation, a Project implementation unit (the UEC) with a structure, functions and responsibilities set forth in the Operational Manual, which shall include, inter alia, the responsibility to carry out, coordinate, monitor and supervise the Project. (b) The Borrower, through MT, shall ensure that the UEC is, at all times during Project implementation, assisted by professional staff (including, inter alia, a Project coordinator, a financial management specialist, a procurement specialist, an environmental specialist, a social specialist and a monitoring and evaluation specialist) and administrative staff, all in numbers and with terms of reference, and qualifications and experience, acceptable to the Bank. 0. (a) For purposes of carrying out Part D.2 (b) of the Project, the Borrower, through the UEC, shall enter into an agreement with each selected Beneficiary, all under terms and conditions acceptable to the Bank. (b) (i) The Borrower, through the UEC, shall exercise its rights and carry out its obligations under each of the agreements mentioned in (a) above in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan; and (ii) except as the Bank shall otherwise agree, the Borrower, through the UEC, shall not assign, amend, abrogate, terminate, waive or fail to enforce any of said mentioned agreements or any provision thereof. P. The Borrower, through the UEC, shall, prior to the commencement of each calendar year during Project implementation, create, and thereafter maintain throughout each said calendar year of Project implementation, a specific budget line entry in the relevant annual budget in order to keep track of the corresponding expenditures incurred during Project implementation. Q. The Borrower, through the UEC, shall, operate and maintain, at all times during Project implementation, a web page for purposes of disseminating Project information (as determined by the Bank), all acceptable to the Bank. Section II. Project Monitorin2 Reportin2 and Evaluation A. Project Reports 1 . The Borrower, through the UEC, shall monitor and evaluate the progress of the Project and prepare Project Reports in accordance with the provisions of Section 5.08 of the General Conditions and on the basis of the indicators set forth in the Operational Manual. Each Project Report shall cover the period of one calendar semester, and shall be furnished to the Bank not later than forty five calendar days after the end of the period covered by each such report. -13- 2. Without limitation to the provisions of Section 5.08 (b) of the General Conditions, and as part of the Project Reports to be presented to the Bank as stipulated in Section II.A.1 of this Schedule, the Borrower, through the UEC, shall include: (a) a summary of the Eligible Expenditures incurred during the calendar semester covered by the pertinent Project Report and their corresponding payment (including those expenditures incurred by the Borrower, through the UEC, during said period of time which are financed by the same with its counterpart funds) in form and substance satisfactory to the Bank; and (b) the list of signed contracts for goods, works non-consulting services and consulting services under the Project, as reflected in the Borrower's financial management system during the period covered by each said Project Report, provided, however, that the Project Report covering the second calendar semester of each year of Project implementation shall also include an annual operating plan, acceptable to the Bank, which plan shall include the Project activities to be carried out during the calendar year following the date of presentation of the pertinent Project Report, and a timetable to carry out the same. 3. For purposes of Section 5.08 (c) of the General Conditions, the report on the execution of the Project and related plan required pursuant to that Section shall be furnished to the Bank not later than six months prior to the Closing Date. B. Financial Management, Financial Reports and Audits 1 . The Borrower, through UEC, shall maintain or cause to be maintained a financial management system in accordance with the provisions of Section 5.09 of the General Conditions. 2. Without limitation on the provisions of Part A of this Section, the Borrower, through the UEC, shall prepare and furnish to the Bank, as part of the Project Report after the end of each calendar semester, interim unaudited financial reports for the Project covering the pertinent calendar semester, in form and substance satisfactory to the Bank. 3. The Borrower, through UEC, shall have its Financial Statements audited in accordance with the provisions of Section 5.09 (b) of the General Conditions. Each audit of the Financial Statements shall cover the period of one fiscal year of the Borrower. The audited Financial Statements for each such period shall be furnished to the Bank not later than six months after the end of such period. Section III. Procurement All goods, works, non-consulting services and consulting services required for the Project and to be financed out of the proceeds of the Loan shall be procured in accordance with the requirements set forth or referred to in the Procurement Regulations and the provisions of the Procurement Plan. -14- Section IV. Withdrawal of Loan Proceeds A. General 1. The Borrower may withdraw the proceeds of the Loan in accordance with the provisions of Article II of the General Conditions, this Section, and such additional instructions as the Bank shall specify by notice to the Borrower (including the "World Bank Disbursement Guidelines for Projects" dated May 2006, as revised from time to time by the Bank and as made applicable to this Agreement pursuant to such instructions), to finance Eligible Expenditures as set forth in the table in paragraph 2 below. 2. The following table specifies the categories of Eligible Expenditures that may be financed out of the proceeds of the Loan ("Category"), the allocation of the amounts of the Loan to each Category, and the percentage of expenditures to be financed for Eligible Expenditures in each Category. Category Amount of the Loan Percentage of Expenditures Allocated to be financed (expressed in USD) (inclusive of Taxes) (1) Works with respect to 42,216,671 70% Integration Subprojects under Parts C.2 and C.5 of the Project (2) Goods, consulting' 2,570,829 100% services and non-consulting services (3) Operating Costs under 100,000 100% Part E of the Project (4) Front-end Fee 112,500 Amount payable pursuant to Section 2.03 of this Agreement in accordance with Section 2.07 (b) of the General Conditions (5) Interest Rate Cap or 0 Amount due pursuant to Interest Rate Collar premium Section 2.08(c) of this Agreement TOTAL AMOUNT 45,000,000 B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A of this Section, no withdrawal shall be made for payments made prior to the Signature Date, except that withdrawals up to an aggregate amount not to exceed USD 9,000,000 may be made for payments made prior to the Signature Date but on or after December 27, 2016 (but in no case more than one year prior -15- to the Signature Date), for Eligible Expenditures if the pertinent obligations set forth in this Agreement, as applicable to each Eligible Expenditure have been complied with. 2. The Closing Date is June 30, 2019. -16- V. Other Undertakings The Borrower and the Bank hereby agree to amend the Original Loan Agreement as reflected in Schedule 8 to this Agreement. -17- SCHEDULE3 Amortization Schedule The following table sets forth the Principal Payment Dates of the Loan and the percentage of the total principal amount of the Loan payable on each Principal Payment Date ("Installment Share"). If the proceeds of the Loan have been fully withdrawn as of the first Principal Payment Date, the principal amount of the Loan repayable by the Borrower on each Principal Payment Date shall be determined by the Bank by multiplying: (a) Withdrawn Loan Balance as of the first Principal Payment Date; by (b) the Installment Share for each Principal Payment Date, such repayable amount to be adjusted, as necessary, to deduct any amounts referred to in paragraph 4 of this Schedule, to which a Currency Conversion applies. Principal Payment Date Installment Share (Expressed as a Percentage) On each March 15 and September 15 Beginning March 15, 2024 through September 15, 2048 1.96 % On March 15, 2049 2% 2. If the proceeds of the Loan have not been fully withdrawn as of the first Principal Payment Date, the principal amount of the Loan repayable by the Borrower on each Principal Payment Date shall be determined as follows: (a) To the extent that any proceeds of the Loan have been withdrawn as of the first Principal Payment Date, the Borrower shall repay the Withdrawn Loan Balance as of such date in accordance with paragraph 1 of this Schedule. (b) Any amount withdrawn after the first Principal Payment Date shall be repaid on each Principal Payment Date falling after the date of such withdrawal in amounts determined by the Bank by multiplying the amount of each such withdrawal by a fraction, the numerator of which is the original Installment Share specified in the table in paragraph 1 of this Schedule for said Principal Payment Date ("Original Installment Share") and the denominator of which is the sum of all remaining Original Installment Shares for Principal Payment Dates falling on or after such date, such amounts repayable to be adjusted, as necessary, to deduct any amounts referred to in paragraph 4 of this Schedule, to which a Currency Conversion applies. 3. (a) Amounts of the Loan withdrawn within two calendar months prior to any Principal Payment Date shall, for the purposes solely of calculating the principal amounts payable on any Principal Payment Date, be treated as withdrawn and outstanding on the second Principal Payment Date following the date of withdrawal and shall -18- be repayable on each Principal Payment Date commencing with the second Principal Payment Date following the date of withdrawal. (b) Notwithstanding the provisions of sub-paragraph (a) of this paragraph, if at any time the Bank adopts a due date billing system under which invoices are issued on or after the respective Principal Payment Date, the provisions of such sub- paragraph shall no longer apply to any withdrawals made after the adoption of such billing system. 4. Notwithstanding the provisions of paragraphs 1 and 2 of this Schedule, upon a Currency Conversion of all or any portion of the Withdrawn Loan Balance to an Approved Currency, the amount so converted in the Approved Currency that is repayable on any Principal Payment Date occurring during the Conversion Period, shall be determined by the Bank by multiplying such amount in its currency of denomination immediately prior to the Conversion by either: (i) the exchange rate that reflects the amounts of principal in the Approved Currency payable by the Bank under the Currency Hedge Transaction relating to the Conversion; or (ii) if the Bank so determines in accordance with the Conversion Guidelines, the exchange rate component of the Screen Rate. 5. If the Withdrawn Loan Balance is denominated in more than one Loan Currency, the provisions of this Schedule shall apply separately to the amount denominated in each Loan Currency, so as to produce a separate amortization schedule for each such amount. -19- SCHEDULE 4 Terms and Conditions of Metropolitan Area I Subproject Agreements Each Metropolitan Area I Subproject Agreement shall contain, inter alia, the following provisions: (a) the obligation of the Borrower, through the UEC, to carry out each Metropolitan Area I Subproject in accordance with the pertinent provisions of this Agreement, including the provision referred to in Section L.A of Schedule 2 to this Agreement; (b) the right of the Borrower, through the UEC to take remedial actions against the Eligible Municipality and/or the Participating Province (as the case may be) in case the Eligible Municipality and/or the Participating Province shall have failed to comply with any of its obligations under the Metropolitan Area I Subproject Agreement (which actions shall previously be agreed with the Bank); (c) the obligation of the Eligible Municipality: (i) to ensure that the pertinent Metropolitan Area I Subproject is carried out in accordance with the provisions of the Anti-Corruption Guidelines (by for example, allowing Bank inspection and audit rights under paragraph 9 (d) of the Anti-Corruption Guidelines); (ii) not to assign, amend, terminate, abrogate, repeal, waive or fail to enforce the Metropolitan Area I Subproject Agreement or any provision thereof unless previously agreed by the Bank; (iii) to take or permit to be taken all action to enable the Borrower, through the UEC, to comply with its obligations referred to in this Agreement, as applicable to the carrying out of the pertinent Metropolitan Area I Subproject; and (iv) if applicable, upon satisfactory completion of the pertinent Metropolitan Area I Subproject, as determined by the Bank, to operate and maintain said subproject with due diligence and efficiency; and (d) if applicable, the obligation of the Participating Province: (i) to ensure that the pertinent Metropolitan Area I Subproject is carried out in accordance with the provisions of the Anti-Corruption Guidelines (by for example, allowing Bank inspection and audit rights under paragraph 9 (d) of the Anti-Corruption Guidelines); -20- (ii) not to assign, amend, terminate, abrogate, repeal, waive or fail to enforce the Metropolitan Area I Subproject Agreement or any provision thereof unless previously agreed by the Bank; (iii) to take or permit to be taken all action to enable the Borrower, through the UEC, to comply with its obligations referred to in this Agreement, as applicable to the carrying out of the pertinent Metropolitan Area I Subproject; and (iv) to provide the necessary funds to the Eligible Municipality to comply with its obligation referred to in paragraph (c) (iv) above. -21- SCHEDULE 5 Terms and Conditions of Metropolitan Area II Subproject Agreements Each Metropolitan Area II Subproject Agreement shall contain, inter alia, the following provisions: (a) the obligation of the Borrower, through the UEC, to carry out each Metropolitan Area II Subproject in accordance with the pertinent provisions of this Agreement, including the provision referred to in Section L.A of Schedule 2 to this Agreement; (b) the right of the Borrower, through the UEC to take remedial actions against the Eligible Municipality and/or the Participating Province (as the case may be) in case the Eligible Municipality and/or the Participating Province shall have failed to comply with any of its obligations under the Metropolitan Area II Subproject Agreement (which actions shall previously be agreed with the Bank); (c) the obligation of the Eligible Municipality: (i) to ensure that the pertinent Metropolitan Area II Subproject is carried out in accordance with the provisions of the Anti-Corruption Guidelines (by for example, allowing Bank inspection and audit rights under paragraph 9 (d) of the Anti-Corruption Guidelines); (ii) not to assign, amend, terminate, abrogate, repeal, waive or fail to enforce the Metropolitan Area II Subproject Agreement or any provision thereof unless previously agreed by the Bank; and (iii) to take or permit to be taken all action to enable the Borrower, through the IEC, to comply with its obligations referred to in this Agreement, as applicable to the carrying out of the pertinent Metropolitan Area II Subproject; and (d) if applicable, the obligation of the Participating Province: (i) to ensure that the pertinent Metropolitan Area II Subproject is carried out in accordance with the provisions of the Anti-Corruption Guidelines (by for example, allowing Bank inspection and audit rights under paragraph 9 (d) of the Anti-Corruption Guidelines); (ii) not to assign, amend, terminate, abrogate, repeal, waive or fail to enforce the Metropolitan Area II Subproject Agreement or any provision thereof unless previously agreed by the Bank; and -22- (iii) to take or permit to be taken all action to enable the Borrower, through the UEC, to comply with its obligations referred to in this Agreement, as applicable to the carrying out of the pertinent Metropolitan Area II Subproject. -23- SCHEDULE 6 Terms and Conditions of Integration Subproject Agreements Each Integration Subproject Agreement shall contain, inter alia, the following provisions: (a) the obligation of the Borrower, through the UEC, to carry out each Integration Subproject in accordance with the pertinent provisions of this Agreement, including the provision referred to in Section L.A of Schedule 2 to this Agreement; (b) the right of the Borrower, through the UEC to take remedial actions against the Eligible Municipality, the Participating Province and/or the Rail Service Operator (as the case may be) in case the Eligible Municipality, the Participating Province and/or the Rail Service Operator shall have failed to comply with any of its obligations under the Integration Subproject Agreement (which actions shall previously be agreed with the Bank); (c) if applicable, a legal representation by the relevant Rail Service Operator providing that, through the signing of the pertinent Integration Subproject Agreement, said Rail Service Operator has provided its written consent to permit the Borrower, through the UEC, to carry out the pertinent Integration Subproject within the administrative/concessional jurisdiction of said Rail Service Operator; (d) the obligation of the Eligible Municipality: (i) to ensure that the pertinent Integration Subproject is carried out in accordance with the provisions of the Anti-Corruption Guidelines (by for example, allowing Bank inspection and audit rights under paragraph 9 (d) of the Anti-Corruption Guidelines); (ii) not to assign, amend, terminate, abrogate, repeal, waive or fail to enforce the Integration Subproject Agreement or any provision thereof unless previously agreed by the Bank; (iii) to take or permit to be taken all action to enable the Borrower, through the UEC, to comply with its obligations referred to in this Agreement, as applicable to the carrying out of the pertinent Integration Subproject; and (iv) if applicable, upon satisfactory completion of the pertinent Integration Subproject, as determined by the Bank, to operate and maintain said subproject with due diligence and efficiency; (e) if applicable, the obligation of the Participating Province: (i) to ensure that the pertinent Integration Subproject is carried out in accordance with the provisions of the Anti-Corruption Guidelines (by for -24- example, allowing Bank inspection and audit rights under paragraph 9 (d) of the Anti-Corruption Guidelines); (ii) not to assign, amend, terminate, abrogate, repeal, waive or fail to enforce the Integration Subproject Agreement or any provision thereof unless previously agreed by the Bank; (iii) to take or permit to be taken all action to enable the Borrower, through the UEC, to comply with its obligations referred to in this Agreement, as applicable to the carrying out of the pertinent Integration Subproject; and (iv) to provide the necessary funds to the Eligible Municipality to comply with its obligation referred to in paragraph (d) (iv) above; and (f) if applicable, the obligation of the Rail Service Operator: (i) to ensure that the pertinent Integration Subproject is carried out in accordance with the provisions of the Anti-Corruption Guidelines (by for example, allowing Bank inspection and audit rights under paragraph 9 (d) of the Anti-Corruption Guidelines); (ii) not to assign, amend, terminate, abrogate, repeal, waive or fail to enforce the Integration Subproject Agreement or any provision thereof unless previously agreed by the Bank; and . (iii) to take or permit to be taken all action to enable the Borrower, through the UEC, to comply with its obligations referred to in this Agreement, as applicable to the carrying out of the pertinent Integration Subproject. -25- SCHEDULE 7 Terms and Conditions of the Grade-Separated Crossing Subproject Agreement The Grade-Separated Crossing Subproject Agreement shall contain, inter alia, the following provisions: (a) the obligation of the Borrower, through the UEC, to carry out the Grade- Separated Crossing Subproject in accordance with the pertinent provisions of this Agreement, including the provision referred to in Section L.A of Schedule 2 to this Agreement; (b) the right of the Borrower, through the UEC to take remedial actions against the Eligible Municipality, the Participating Province and/or the Rail Service Operator (as the case may be) in case the Eligible Municipality, the Participating Province and/or the Rail Service Operator shall have failed to comply with any of its obligations under the Grade-Separated Crossing Subproject Agreement (which actions shall previously be agreed with the Bank); (c) if applicable, a legal representation by the relevant Rail Service Operator providing that, through the signing of the Grade-Separated Crossing Subproject Agreement, said Rail Service Operator has provided its written consent to permit the Borrower, through the UEC, to carry out the Grade-Separated Crossing Subproject within the administrative/concessional jurisdiction of said Rail Service Operator; (d) the obligation of the Eligible Municipality: (i) to ensure that the Grade-Separated Crossing Subproject is carried out in accordance with the provisions of the Anti-Corruption Guidelines (by for example, allowing Bank inspection and audit rights under paragraph 9 (d) of the Anti-Corruption Guidelines); (ii) not to assign, amend, terminate, abrogate, repeal, waive or fail to enforce the Grade-Separated Crossing Subproject Agreement or any provision thereof unless previously agreed by the Bank; (iii) to take or permit to be taken all action to enable the Borrower, through the UEC, to comply with its obligations referred to in this Agreement, as applicable to the carrying out of the Grade-Separated Crossing Subproject; and (iv) upon satisfactory completion of the Grade-Separated Crossing Subproject, as determined by the Bank, to operate and maintain said subproject with due diligence and efficiency; (e) if applicable, the obligation of the Participating Province: -26- (i) to ensure that the Grade-Separated Crossing Subproject is carried out in accordance with the provisions of the Anti-Corruption Guidelines (by for example, allowing Bank inspection and audit rights under paragraph 9 (d) of the Anti-Corruption Guidelines); (ii) not to assign, amend, terminate, abrogate, repeal, waive or fail to enforce the Grade-Separated Crossing Subproject Agreement or any provision thereof unless previously agreed by the Bank; (iii) to take or permit to be taken all action to enable the Borrower, through the UEC, to comply with its obligations referred to in this Agreement, as applicable to the carrying out of the Grade-Separated Crossing Subproject; and (iv) to provide the necessary funds to the Eligible Municipality to comply with its obligation referred to in paragraph (d) (iv) above; and (f) if applicable, the obligation of the Rail Service Operator: (i) to ensure that the Grade-Separated Crossing Subproject is carried out in accordance with the provisions of the Anti-Corruption Guidelines (by for example, allowing Bank inspection and audit rights under paragraph 9 (d) of the Anti-Corruption Guidelines); (ii) not to assign, amend, terminate, abrogate, repeal, waive or fail to enforce the Grade-Separated Crossing Subproject Agreement or any provision thereof unless previously agreed by the Bank; and (iii) to take or permit to be taken all action to enable the Borrower, through the UEC, to comply with its obligations referred to in this Agreement, as applicable to the carrying out of the Grade-Separated Crossing Subproject. -27- SCHEDULE 8 Amendments to the Original Loan Agreement The Borrower and the Bank hereby agree to amend the Original Loan Agreement as follows: 1. Any references to the term "MINT" is hereby replaced with the term "MT". 2. Section 3.01 is hereby amended to read in its entirety as set forth in Section 3.01 of this Agreement. 3. Schedule 1 is hereby amended to read in its entirety as set forth in Schedule I to this Agreement. 4. A new Section 1.1 is hereby added to Schedule 2 which shall read as set forth in Section 1.1 of Schedule 2 to this Agreement. 5. Section II.A.2 is amended to read in its entirety as set forth in Section II.A.2 of Schedule 2 to this Agreement. 6. Section III of Schedule 2 is hereby amended to read in its entirety as set forth in Section III of Schedule 2 to this Agreement. 7. Any references to the terms "consultants' services and "Non-Consultant Services" are hereby respectively replaced with the terms "consulting services" and "non-consulting services". 8. The definitions of "Anti-Corruption Guidelines", "Environmental and Social Management Manual" and "Resettlement Policy Framework" in the corresponding paragraphs of Section I of the Appendix are hereby amended to read in their entirety as set forth in paragraphs 2, 7 and 33 of Section I of the Appendix to this Agreement, respectively. 9. The definitions of "La Matanza BRT Abbreviated Resettlement Plan", "La Matanza BRT Environmental Management Plan", "Procurement Regulations", "Saenz Station Abbreviated Resettlement Plan" and "Saenz Station Environmental Management Plan" are hereby added to Section I of the Appendix (in their corresponding alphabetical order) to read in their entirety as set forth in paragraphs 14, 15, 30, 34 and 35 of Section I of the Appendix. to this Agreement, respectively, and the subsequent paragraphs renumbered accordingly. 10. The definition of "MINT" in Section I of the Appendix is hereby deleted in its entirety and the definition of "MT" is hereby added (in its corresponding alphabetical order) to Section I of the Appendix to read in its entirety as set forth in paragraph 22 of Section I of the Appendix to this Agreement. -28- 11. The definition of "Procurement Plan" in Section I of the Appendix is hereby replaced to read in its entirety as set forth in paragraph 29 of Section I of the Appendix to this Agreement. 12. The definitions of "Consultant Guidelines", "Procurement Guidelines" and "Program" set forth in paragraphs 7, 28 and 30 in Section I of the Appendix are hereby deleted in their entirety and the subsequent paragraphs renumbered accordingly. 13. The definition of "UEC" in Section I of the Appendix is hereby amended to read in its entirety as set forth in paragraph 39 of Section I of the Appendix to this Agreement. -29- APPENDIX Section I. Definitions 1. "AMBA" means the Area Metropolitana de Buenos Aires (the metropolitan area which includes the Borrower's City of Buenos Aires and the surrounding Eligible Municipalities located within the Borrower's Province of Buenos Aires). 2. "Anti-Corruption Guidelines" means the "Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants", dated October 15, 2006 and revised in January 2011 and as of July 1, 2016. 3. "Bank Safeguard Policies" means the Bank's operational policies and procedures set forth in the Bank's Operational Manual under OP/BPs 4.01, 4.04, 4.07, 4.09, 4.10, 4.11, 4.12, 4.36 and 4.37, as said manual is published under www.WorldBank.org/opmanual. 4. "Beneficiary" means an individual who has met the eligibility criteria set forth in the Operational Manual to receive a Scholarship. 5. "Category" means a category set forth in the table in Section IV of Schedule 2 to this Agreement. 6. "Eligible Municipality" means the Borrower's City of Buenos Aires, a political subdivision of any of the Participating Provinces, a group of said political subdivisions or a legal entity owned by any of said political subdivisions or by a group of said political subdivisions, which exercise partial or total jurisdiction over a Subproject. 7. "Environmental and Social Management Manual" means the Borrower's Manual dated August 2009, acceptable to the Bank and included in the Operational Manual, published by the Borrower on August 28, 2009 and in the Bank's external website on August 28, 2009, which sets forth, inter alia: (i) the guidelines for updating/adjusting the environmental assessments and/or environmental management plans referred to in Section I.G (b) and I.J (b) of Schedule 2 to this Agreement; (ii) the guidelines for carrying out the environmental assessments referred to in Sections I.G(a) and I.J(a) of Schedule 2 to this Agreement; (iii) the generic description of the type of environmental impacts which may affect Integration Subprojects in which works are involved; (iv) the guidelines to be followed in connection with the finding of cultural property; (v) the guidelines to be followed to prevent natural habitat conversion or degradation; (vi) the actions to mitigate any environmental negative impact as a result of the carrying out of: (A) Metropolitan Area I Subprojects in which works are involved; and (B) the Grade-Separated Crossing Subproject; (vii) the guidelines for public consultation; and (viii) the procedures and technical specifications to be followed by contractors in the carrying out of Subprojects;, as said manual may be updated and/or amended from time to time with the agreement of the Bank. -30- 8. "General Conditions" means the "International Bank for Reconstruction and Development General Conditions for Loans", dated March 12, 2012, with the modifications set forth in Section II of this Appendix. 9. "Grade-Separated Crossing Subproject" means the investment referred to in Part C.3 of the Project. 10. "Grade-Separated Crossing Subproject Agreement" means the agreement referred to in Section I.F (a) of Schedule 2 to this Agreement. 11. "Implementation Agreement" means the Grade-Separated Crossing Subproject Agreement, an Integration Subproject Agreement, a Metropolitan Area I Subproject Agreement, and/or a Metropolitan Area II Subproject Agreement (as the case may be). 12. "Integration Subproject" means any of the studies/detailed designs and/or investments referred to in Parts C.1, C.2 and C.5 of the Project, respectively. 13. "Integration Subproject Agreement" means any of the agreements referred to in Section I.E (a) of Schedule 2 to this Agreement. 14. "La Matanza BRT Abbreviated Resettlement Plan" means the Borrower's resettlement plan for the La Matanza BRT investments under the pertinent Integration Subproject under Part C.5 of the Project dated August 2016, acceptable to the Bank, published by the Borrower on September 8, 2016 and in the Bank's external website on November 1, 2016, which includes, inter alia: (a) the objectives of said plan and the actions to address the presence of Resettlement; and (b) the applicable legal and institutional framework governing the implementation of said plan. 15. "La Matanza BRT Environmental Management Plan" means the Borrower's plan for the La Matanza BRT investments under the pertinent Integration Subproject under Part C.5 of the Project, dated June 1, 2015, acceptable to the Bank, published by the Borrower on November 1, 2016 and in the Bank's external website on November 1, 2016. 16. "Metropolitan Area I" means a metropolitan area within any of the following medium- sized cities: C6rdoba, Mendoza, Posadas, Rosario and Tucumdn, which area: (a) is located within the territorial jurisdiction of one or more Eligible Municipalities; and (b) has met the criteria set forth in the Operational Manual to participate under Parts B. 1(a) , B.2 and B.3 of the Project, as well as any other metropolitan area of a medium-sized city within the Borrower's territory as approved by the Bank, and the term "Metropolitan Areas I" means all of said areas. 17. "Metropolitan Area II" means a metropolitan area (other than a Metropolitan Area I) which: (a) may be located within the territorial jurisdiction of one or more Eligible Municipalities; and (b) has met the criteria set forth in the Operational Manual to participate in Part B. 1 (b) of the Project, and the term "Metropolitan Areas II" means all of said areas. -31- 18. "Metropolitan Area I Subproject" means any of the investments and/or feasibility studies/detailed designs referred to in Part B. 1(a) and B.3 of the Project. 19. "Metropolitan Area II Subproject" means any of the Project activities referred to in Part B.1 (b) of the Project. 20. "Metropolitan Area I Subproject Agreement" means any of the agreements referred to in Section I.C (a) of Schedule 2 to this Agreement. 21. "Metropolitan Area II Subproject Agreement" means any of the agreements referred to in Section I.D (a) of Schedule 2 to this Agreement. 22. "'MT' means Ministerio de Transporte, the Borrower's Ministry of Transport, or any successor thereto, acceptable to the Bank." 23. "MoF" means Ministerio de Finanzas, the Borrower's Ministry of Finance, or any successor thereto acceptable to the Bank. 24. "Operating Costs' means reasonable recurrent expenditures under Part E of the Project, based on an annual budget previously approved by the Bank, that would not have been incurred by the Borrower, through the UEC, absent the, Project, for Project administration (including office rent), operation and maintenance of office equipment, non-durable goods and salaries for non-professional staff assigned to the UEC to carry out administrative (e.g. secretarial) responsibilities under the Project (but excluding any type of civil servant salaries). 25. "Operational Manual" means the Borrower's manual dated August 2014, acceptable to the Bank, which sets forth, inter alia: (a) the criteria for selecting the investments under Part A.2 (d) of the Project; (b) the criteria for selecting the personnel under Part A.5 of the Project; (c) the criteria for selecting the Metropolitan Area I Subprojects of the Project; (d) the criteria for selecting Integration Subprojects; (e) the structures, functions and responsibilities of the UEC; (f) the Environmental and Social Management Manual; (g) the Project's chart of accounts and internal controls; (h) the format of: (A) the unaudited interim financial reports referred to in Section II. B.2 of Schedule 2 to this Agreement; and (B) the Financial Statements; (i) the terms of reference for carrying out the Project audits under Section II.B.3 of Schedule 2 to this Agreement; (k) the Project indicators (including the results framework); and (j) the Project disbursement and procurement procedures, as said manual may be updated and/or amended from time to time with the agreement of the Bank. 26. "Original Loan Agreement" means the loan agreement for the Original Project between the Borrower and the Bank, dated August 11, 2010 as amended as of the Signature Date (Loan No. 7794-AR). -32- 27. "Original Project" means the project described in Schedule 1 to the Original Loan Agreement. 28. "Participating Province" means any of the Borrower's political subdivisions, as per title Two of the Borrower's 1994 Constitution (excluding the Borrower's City of Buenos Aires which, for purposes of the Project, has been defined as an Eligible Municipality), which exercise territorial jurisdiction over an Eligible Municipality. 29. "Procurement Plan" means the Borrower's procurement plan for the Project, dated November 29, 2016, and provided for under Section IV of the Procurement Regulations, as the same may be updated from time to time in agreement with the Bank. 30. "Procurement Regulations" means the "World Bank Procurement Regulations for Borrowers under Investment Project Financing", dated July 1, 2016. 31. "Rail Service Operator" means a rail service legal entity which is either publicly owned and/or controlled or privately owned which has been granted and/or assigned the responsibility to provide railway services within a rail line benefited by an Integration Subproject. 32. "Resettlement" means the impact of an involuntary taking of land under the Project, which taking causes affected persons to have their: (i) standard of living adversely affected; or (ii) right, title or interest in any house, land (including premises, agricultural and grazing land) or any other fixed or movable asset acquired or possessed, temporarily or permanently; or (iii) access to productive assets adversely affected, temporarily or permanently; or (iv) business, occupation, work or place of residence or habitat adversely affected, temporarily or permanently. 33. "Resettlement Policy Framework" means the Borrower's framework, dated August, 2009, acceptable to the Bank, published by the Borrower on August 28, 2009 and in the Bank's external website on August 28, 2009, which sets forth, inter alia, the principles and objectives governing Resettlement preparation and implementation, and a description of the applicable legal framework of the Borrower and of each Eligible Municipality and the process for preparing and approving resettlement plans under Section I.H and I.K of Schedule 2 to this Agreement. 34. "Saenz Station Abbreviated Resettlement Plan" means the Borrower's resettlement plan for the Saenz Station investments under the pertinent Integration Subproject under Part C.2 of the Project, dated August 2016, acceptable to the Bank, published by the Borrower on August 17, 2016 and in the Bank's external website on November 1, 2016, which includes, inter alia: (a) the objectives of said plan and the actions to address the presence of Resettlement; and (b) the applicable legal and institutional framework governing the implementation of said plan. 35. "Saenz Station Environmental Management Plan" means the Borrower's plan for the Saenz Station investments under the pertinent Integration Subproject under Part C.2 of the -33- Project, acceptable to the Bank, published by the Borrower on October 26, 2016 and in the Bank's external website on November 3, 2016. 36. "Scholarship" means a grant made out of the proceeds of the Loan to finance reasonable expenditures, acceptable to the Bank (as the same are determined in accordance with a formula set forth in the Operational Manual), in respect of the cost of living allowance, books and learning materials, and/or transportation costs and per-diem (as the case may be), all under Part D.2 (b) of the Project. 37. "Signature Date" means the latest of the two dates on which the Borrower and the Bank signed the Loan Agreement. 38. "Subproject" means the Grade-Separated Crossing Subproject, an Integration Subproject, a Metropolitan Area I Subproject and/or a Metropolitan Area II Subproject (as the case may be). 39. "'UEC' means the unit referred to in Section I.N (a) of Schedule 2 this Agreement established within MT pursuant to Article 1 of the Borrower's Decree No. 547/2016, dated April 1, 2016 and published in the Borrower's Official Gazette on April 4, 2016, or any successor thereto, acceptable to the Bank. Section H. Modifications to the General Conditions The General Conditions are hereby modified as follows: 1 . In the Table of Contents, the references to Sections, Section names and Section numbers are modified to reflect the modifications set forth in the paragraphs below. 2. Section 3.01. (Front-end Fee) is modified to read as follows: "Section 3.01. Front-end Fee; Commitment Charge (a) The Borrower shall pay the Bank a front-end fee on the Loan amount at the rate specified in the Loan Agreement (the "Front-end Fee"). (b) The Borrower shall pay the Bank a commitment charge on the Unwithdrawn Loan Balance at the rate specified in the Loan Agreement (the "Commitment Charge"). The Commitment Charge shall accrue from a date sixty days after the date of the Loan Agreement to the respective dates on which amounts are withdrawn by the Borrower from the Loan Account or cancelled. The Commitment Charge shall be payable semi-annually in arrears on each Payment Date." 3. In the Appendix, Definitions, all relevant references to Section numbers and paragraphs are modified, as necessary, to reflect the modification set forth in paragraph 2 above. -34- 4. The Appendix is modified by inserting a new paragraph 19 and a new paragraph 88 with the following definitions of "Commitment Charge" and "Signature Date", respectively, and renumbering the subsequent paragraphs accordingly: "19. "Commitment Charge" means the commitment charge specified in the Loan Agreement for the purpose of Section 3.01(b)." "88. "Signature Date" means the latest of the two dates on which the Borrower and the Bank signed the Loan Agreement." 5. In the renumbered paragraph 49 (originally paragraph 48) of the Appendix, the definition of "Front-end Fee" is modified by replacing the reference to Section 3.01 with Section 3.01 (a). 6. In the renumbered paragraph 68 (originally paragraph 67) of the Appendix, the definition of the term "Loan Payment" is modified to read as follows: "68. "Loan Payment" means any amount payable by the Loan Parties to the Bank pursuant to the Legal Agreements or these General Conditions, including (but not limited to) any amount of the Withdrawn Loan Balance, interest, the Front-end Fee, the Commitment Charge, interest at the Default Interest Rate (if any), any prepayment premium, any transaction fee for a Conversion or early termination of a Conversion, the Variable Spread Fixing Charge (if any), any premium payable upon the establishment of an Interest Rate Cap or Interest Rate Collar, and any Unwinding Amount payable by the Borrower." 7. In the renumbered paragraph 73 (originally paragraph 72) of the Appendix, the definition of "Payment Date" is modified by deleting the word "is" and inserting the words "and Commitment Charge are" after the word "interest". 8. Any reference to "the date of the Loan Agreement" shall be modified with the term "Signature Date".