CIA LOAN NUMBER 1943 MOR Loan Agreement (Fourth Hotel Development Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and CREDIT IMMOBILIER ET HOTELIER Dated ,1981 LOAN NUMBER 1943 NOR LOAN AGREEMENT AGREEMENT, dated c , 1981, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank) and CREDIT IMMOBILIER ET HOTELIER (hereinafter called the Borrower), a company established and operating under the laws of the Kingdom of Morocco. ARTICLE 1 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 October 27, 1980, 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 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 Investment Enterprise for an Investment Project and "Free-limit Sub-loan'' means a Sub-loan which qualifies as a Free-limit Sub-loan pursuant to the provisions of Section 2.02 (c) of this Agreement. (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) "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. (d) "Investment Project" means a specific development project to be carried out by an Investment Enterprise utilizing the proceeds of a Sub-loan or Investment. -2- (e) "Dirhams" and "DH" mean the currency of the Guarantor. (f) "Foreign Currency" means any currency other than the currency of the Guarantor. (g) "Statutes" means the statutes of the Borrower dated July 31, 1975, as amended from time to time. (h) "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. (i) "Subsidiary" means any company of which a majori.y of the outstanding voting stock or other proprietary interest is owned or effectively controlled by the Borrower or by any one or more subsidiaries of the Borrower or by the Borrower and one or more of its substdiaries. (j) "Statement of Policy" means the Statement of General Policies approved by the Board of Directors of the Borrower on June 17, 1974, as amended from time to time. (k) "MOT" means the Guarantor's ministry responsible for tourism. (1) "Tourism Investment Code" means the' Guarantor's Dahir Portant Loi No. 1-73-411, du 13 Rejeb 1393 (13 Aoft 1973) Instituant des Mesures d'Encouragement aux Investissements Touristiques and the decrees in execution thereof, as amended from time to time. 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) Subject to the provisions of paragraphs (b), (c) and (d) of this Section, the Borrower may withdraw from the Loan Account: (i) on account of expenditures made (or, if the Bank shall so agree, to be made) in Foreign Currency and for goods 3 or services supplied from the territory of any country other than the Guarantor in respect of the reasonable c-ost of (1) goods and services required for the Investment Project in respect of which the withdrawal is requested or (2) goods required for the studies and the training of staff referred to in paragraph (a) of Section 3.01 hereof; (ii) the equivalent of 65% of the invoice price less all taxes, paid for goods previously imported into Morocco through normal trade channels or produced in Morocco from components or raw materials so imported, with a resulting foreign- exchange cost component in excess of or equal to such percentage, and purchased in Morocco by Investment Enterprises to carry out Investment Projects or purchased in Morocco to carry out the studies referred to in paragraph (a) of Section 3.01; (iii) the equivalent of 70% of expenditures in local currency required for the services necessary to carry out the studies and the training of staff referred to in paragraph (a) of Section 3.01 hereof; and (iv) the equivalent of the appropriate percentage, as set forth in paragraph (b) below, of amounts expended by Investment Enterprises for works of construction comprising or included in Investment Projects, such percentages representing the respective foreign- exchange components of the costs of such works of construction; provided, however, that (1) no withdrawals shall be made on account of Investment Projects for which an interest rate rebate of more than 2 percent per annum has been granted, except that withdrawals may be made in an aggregate maximum amount of $25,000,000 equivalent in respect of Investment Projects for which a visa de conformit6 has been granted by MOT (pursuant to the Tourism Investment Code), on or before January 1, 1980 and which benefit from an interest rate rebate of more than 2 percent per annum but not in excess of 5 percent per annum, (2) with- drawals on account of expenditures in respect of the studies referred to in paragraph (a) of Section 3.01 hereof, shall not exceed an aggregate amount of $600,000 equivalent, (3) withdrawals on account of expenditures in respect of the training of staff referred to in paragraph (a) of Section 3.01 hereof, shall not exceed an aggregate amount of $400,000 equivalent, and (4) no amount shall be withdrawn from the Loan Account in respect of any Investment Project unless (A) the Sub-loan or Investment for such Investment Project shall have been approved by the Bank or (B) the Sub-loan shall be a Free-limit Sub-loan for which the Bank shall have authorized withdrawals from the Loan Account. (b) For the purposes of withdrawals pursuant to paragraph (a) (iv) of this Section, amounts expended for works of construc- tion shall include the full purchase price and costs of delivery -4- and installation of all capital equipment required in such con- struction, and the respective percentages of such amounts for the purposes of such withdrawals, based upon the classifications established by NOT, shall be as follows: 5 star classification 37% 4 star classification 36% 3 star classification 31% 2 star classification 24% 1 star classification 20% Withdrawals on account of amounts expended for any works of construction carried out pursuant to designs not so classified shall be on the basis of such percentage as shall be agreed upon between the Borrower and the Bank for each Investment Project. (c) A Free-limit Sub-loan shall be a Sub-loan in an amount which, together with any other amount or amounts financed or proposed to be financed for the same Investment Project out of the proceeds of the Loan or of any Prior Loan, and not repaid, shall not exceed in the aggregate the equivalent of $1,500,000, such amount being subject to change from time to time as determined by the Bank. (d) Except as the Bank and the Borrower shall otherwise agree, no withdrawals shall be made on account of expenditures made by an Investment Enterprise (i) before the date of this Agreement or (ii) in respect of a Sub-loan subject to the Bank's approval or in respect of an Investment 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 (iii) in respect of a Free-limit Sub-loan, more than ninety days prior to the date on which the Bank shall have received in respect of such Free-limit Sub-loan the request and information required by Section 2.03 (b) hereof. Section 2.03. (a) When presenting a Sub-loan (other than a Free-limit Sub-loan) or an Investment to the Bank for approval, the Borrower shall furnish to the Bank an application, in form satisfactory to the Bank, together with 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) and the proposed terms and conditions of the Sub-loan or Investment, including the -5- 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 suchl 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 shall contain 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 the terms and conditions of such Free-limit Sub- loan, including the schedule of amortization therefor. (c) Except as the Borrower and the Bank 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, 1983. 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 nine and one-fourth per cent (9-1/4%) per annum on the prin- cipal amount of the Loan withdrawn and outstanding from time to time. Section 2.07. Interest and other charges shall be payable semiannually on April 15 and October 15 in each year. Section 2.08. The Borrower shall repay the principal amount of the Loan in accordance with the amortization schedule set forth in Schedule 1 to this Agreement. ARTICLE III The Project; Management and Operations of the Borrower Section 3.01. (a) The purpose of the Project is: (i) to assist the Borrower in financing, in the sector of tourism, -6- specific projects of construction, rehabilitation, expansion, modernization or equipping of hotels, other tourist accommoda- tions, restaurants, recreation facilities and tourism transporta- tion, in the territory of the Guarantor; (ii) to assist the Borrower in the further training of its staff in the economic appraisal of tourism development projects; and (iii) to assist MOT in finalizing on-going cost/benefit studies of tourism investments and carrying out studies to enhance the economic analysis of tourism projects and the development of new sector policies. The Project consists of: (i) the financing by the Borrower of specific tourism development projects through loans to and investments in enterprises in such territory; (ii) the further training by the Borrower of its staff in the economic appraisal of tourism development projects; and (iii) the carrying out by the Guarantor of the studies referred to above. (b) The Borrower shall carry out the Project (except for the studies referred to under paragraph (a) (iii) above) 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 Statutes and Statement of Policy. (c) The Borrower shall, in a timely fashion for the execu- tion of the studies referred to in paragraph (a) (iii) of this Section, make available to the Guarantor for the purpose of such studies such portion of the proceeds of the Loan as the Guarantor shall request but not to exceed $600,000 equivalent, on terms and conditions satisfactory to the Bank. 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 otiher relevant factors such as time of delivery and reliability of the -7- goods and availability of maintenance facilities and spare parts therefor, and, in the case of services, of their quality and the competence of the parties rendering them; and (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 Investment 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 to the benefits to be derived from the Investment Project; and (vi) suspend or terminate the right of the Investment Enterprise to the use of the proceeds of the Loan upon failure by such Investment Enterprise to perform its obliga- tions under its contract 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. The Borrower shall furnish to the Bank at regular intervals all such information as the Bank shall reason- ably request concerning the expenditure of the proceeds of the Loan, the Project, the Investment Enterprises, the Invest- ment Projects, and the Sub-loans and Investments. Section 3.04. The Borrower shall duly perform all its obligations in 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. -8- 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. The Borrower shall not provide any financing (whether in the form of loans, investments, guarantees, or any combination thereof) for any hotel unit which, at any time, shall exceed twenty per cent (20%) of the aggregate of the Bor- rower's paid-in share capital, surplus and free reserves, unless such total outstanding financing shlall be fully secured by guar- antees provided by the Guarantor, or by any other institution acceptable to the Bank, on terms and conditions satisfactory to the Borrower and the Bank. Section 3.07. The Borrower shall not modify its Statement of Policy without the Bank's prior consultation. Section 3.08. The Borrower shall, within six months following the last withdrawal from the Loan Account or by such other date as may be agreed upon between the Borrower and the Bank, 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 both the Investment Projects and the training of the staff of the Borrower (as provided for in paragraph (a) of Section 3.01 hereof), their costs and the benefits derived and to be derived therefrom, the performance of the Borrower and the Bank of their respective obligations under this Agreement and the accomplishment of the purposes of the Loan. Section 3.09. It is understood that the tourism development projects to be financed by the Borrower shall meet a minimum economic rate of return to be set, from time to time, by agreement between the Borrower and the Bank, according to a methodology satisfactory to the Borrower and the Bank. Section 3.10. If any provision in this Article is inconsis- tent with any provision in any Prior Loan Agreement on the same subject (or amendment thereto prior to the date hereof) between the Borrower and the Bank, the provision in this Article shall govern. -9- ARTICLE IV Financial Covenants Section 4.01. The Borrower shall maintain procedures and records adequate to monitor and record the progress of the Project (except for the studies referred to in paragraph (a) of Section 3.01 hereof) and of each Investment Project (including its cost and the benefits to be derived from it) and to reflect in accor- dance with consistently maintained appropriate accounting prac- tices 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 six 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 requested; and (iii) furnish to the Bank such other information concerning the accounts and financial statements of the Borrower and the audit thereof as the Bank shall from time to time reason- ably 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, except as reported in its current published finan- cial statements or disclosed in writing by the Borrower to the Bank. (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 - 10 - 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 transactions and securing a debt maturing not more than one year after the date on which it is originally incurred. Section 4.04. 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 4.05. (a) The Borrower shall take all appropriate action to ensure that, at the end of any given fiscal year and on the basis of the audited accounts, the ratio of the outstanding consolidated debt of the Borrower and all its Subsidiaries over the consolidated capital and surplus of the Borrower and all its Subsidiaries shall be less than the limit calculated pursuant to paragraph (b) below. (b) The limit referred to in paragraph (a) shall be the sum of: (A) the product of the multiplication by 18 of the ratio of the Borrower's total mortgage private non-commercial housing loans outstanding as of the end of such fiscal year over the Borrower's total loans and equity invest- ments outstanding as of the end of such fiscal year; and (B) the product of the multiplication by 9 of the ratio of the Borrower's loan and equity investments other than mortgage private non-commercial housing loans out- standing as of the end of such fiscal year over the Borrower's total loan and equity investments outstanding as of the end of such fiscal year. (c) For the purposes of this Section: (i) "mortgage private non-commercial housing loans of the Borrower outstanding at the end of the previous fiscal year" means loans for housing construction, loans for acquisition of existing homes and the Borrower's staff housing loans. - 11 - (ii) The term "debt" means any debt incurred by the Borrower or any Subsidiary maturing more than one year after the date on which it is origi- nally incurred, including debt assumed or guaranteed by the Borrower or by a Subsidiary but not including debt so guaranteed by the Borrower or Subsidiary when the liability of the Borrower or Subsidiary resulting from such guarantee is fully covered by a guarantee of the Guarantor in favor of the Borrower or Subsidiary, as the case may be. (iii) Whenever reference is made in this Section to the incurring of debt, such reference shall include any modification of the terms of payment of such debt. Debt shall be deemed to be incurred (1) under a loan contract or agreement on the date and to the extent it is drawn down pursuant to such loan contract or agreement and (2) under a guarantee agreement, on the date the agreement providing for such guarantee has been entered into. (iv) Whenever in connection with this Section it shall be necessary to value in terms of Dirhams 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 for the purposes of servicing such debt. (v) The term "consolidated debt of the Borrower and all its Subsidiaries" means the total amount of debt of the Borrower and all its Subsidiaries, excludi,4g (1) any debt owed by the Borrower to any Subsidiary or by any Subsidiary to the Borrower or to any other Subsidiary and (2) the amount referred to in paragraph (vi) (2) below. (vi) The term "consolidated capital and surplus of the Borrower and all its Subsidiaries" means the aggregate of (1) the paid-in share capital, surplus and free reserves of the - 12 - Borrower and of all its Subsidiaries after excluding such items of capital, surplus and free reserves as shall represent equity interests of the Borrower in any such Sub- sidiary or of any such Subsidiary in the Borrower or in any other Subsidiary, and (2) such amount of any other borrowing of the Borrower which the Bank may determine to be included in the consolidated capital and surplus of the Borrower. Section 4.06. Except as the Bank shall otherwise agree, the Borrower shall: (a) conduct its operations and affairs in such a manner as shall be necessary to maintain a ratio of at least one to one between (i) the accumulated payments of loan principal, interest and other charges from its debtors (hereinafter called Loan Receipts) and (ii) the accumulated payments of loan principal, interest and other charges to its creditors (hereinafter called Debt Payments). (b) promptly after the end of each fiscal year, calculate the ratio in paragraph (a) above on the basis of actual Loan Receipts and Debt Payments for such fiscal year and project it on a cumulative basis for each of the five following fiscal years on the basis of scheduled Loan Receipts and Debt Payments for loans and debts outstanding as of the beginning of such following period of five fiscal years; and (c) whenever the ratio in paragraph (a) above shall fall below the limit referred to therein or whenever there is reason to believe that such ratio may not be met over the following twenty- four months, the Borrower shall promptly (i) consult with the Guarantor and the Bank on such action as shall be necessary or advisable to bring such ratio .within the prescribed limit by the end of the Borrower's current fiscal year, and (ii) thereafter, implement such action taking into account the Guarantor's and the Bank's comments. 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 Dirhams) used in its lending and borrowing operations. - 13 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 Sub- sidiaries, 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 repre- sentatives to inspect the records referred to in Section 4.01 of this Agreement and any relevant documents. Section 4.10. The Borrower shall ensure that the maturities of such of its borrowings as are or will be utilized as resources for relending are appropriate to ensure as of right the avail- ability to the Borrower of such resources as and when necessary according to the terms and conditions of the Borrower's present and anticipated commitments towards beneficiaries of such re- lending. Section 4.11. If any provision in this Article is inconsis- tent with any provision in any Prior Loan Agreement on the same subject (or amendment thereto prior to the date hereof) between the Borrower and the Bank, the provision of this Article shall govern. 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 pursuant to paragraph (k) thereof: (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 contractual instruments relative thereto, or any security for any such loan shall have become enforceable; (b) a change shall have been made in the Statutes, or in the Statement of Policy, which, in the judgement of the Bank and after an exchange of views between the Borrower and the Bank, might materially and adversely affect the operations or the financial condition of the Borrower; and -14-- (c) a subsidiary or any.other entity shall have been created or acquired by the Borrower, and such creation or acquisition might, in the judgement of the Bank, 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. Section 5.02. For the purposes of Section 7.01 of the General Conditions, the following additional events are specified pursuant to paragraph (h) thereof: (a) any of the events specified in paragraph (a) of Section 5.01 hereof shall occur; and (b) any of the events specified in paragraphs (b) or (c) of Section 5.01 hereof shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Bank to the Borrower. ARTICLE VI Termination Section 6.01. The date of , is hereby specified for the purposes of Section 1 .04 of the.General Conditions. ARTICLE VII Addresses Section 7.01. 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) - 15 - For the Borrower: Cr6dit Immobilier et H8telier Angle Rues de Reims et Lamprciate Casablanca, Morocco Cable address: Telex: CREDOTEL 22839 M Casablanca 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 R Regional Vice President Europe, Middle East and North Africa CREDIT IMMOBILIER ET HOTELIER By Authorized Representative -.16 - SCHEDULE 1 Amortization Schedule Payment of Principal Date Payment Due (expressed in dollars)* On each April 15 and October 15 beginning October 15, 1985 through October 15, 1997 3,845,000 On April 15, 1998 3,875,000 * To the extent that any portion of the Loan is repayable in a currency other than dollars (see General Conditions, Section 4.04), the figures in this column represent dollar equivalents determined as for purposes of withdrawal. - 17 - Premiums on Prepaymnt 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 3.04 (b) of the General Conditions: Time of Prepayment Premium Not more than three years before maturity 1.65% More than three years but not more than six years before maturity 3.25% More than six years but not more than eleven years before maturity 6.00% More than eleven years but not more than fifteen years before maturity 8.15% More than fifteen years before maturity 9.25% - 18 - SCHEDULE 2 Modifications of the General Conditions For the purposes 6f the Loan Agreement, the provisions of the General Conditions are modified as follows: (1) The words "Investment Projects and other components of the Project" are substituted for the words "the Project" at the end of Section 5.03. (2) 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 -day of , 198L. FOR SECRETARY