Page 1 CONFORMED COPY LOAN NUMBER 3486 RO (Private Farmer and Enterprise Support Project) between ROMANIA and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated June 15, 1992 LOAN NUMBER 3486 RO LOAN AGREEMENT AGREEMENT, dated June 15, 1992, between ROMANIA (the Borrower) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the Bank). WHEREAS: (A) the Borrower, having satisfied itself as to the feasibility and priority of the Project described in Schedule 2 to this Agreement, has requested the Bank to assist in the financing of the Project; (B) the Project will be carried out by the Agricultural Bank (AB) and the Romanian Bank for Development (DB) with the Borrower's assistance and, as part of such assistance, the Borrower will make available to AB and DB the proceeds of the Loan as provided in this Agreement; and WHEREAS the Bank has agreed, on the basis, inter alia, of the foregoing, to extend the Loan to the Borrower upon the terms and conditions set forth in this Agreement and in the Project Agreements of even date herewith between the Bank and AB and DB, respectively; Page 2 NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I General Conditions; Definitions Section 1.01. The "General Conditions Applicable to Loan and Guarantee Agreements" of the Bank, dated January 1, 1985, with the modifications set forth in Schedule 5 to this Agreement (the General Conditions) constitute an integral part of this Agreement. Section 1.02. 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) "AB Project Agreement" means the agreement between the Bank and AB of even date herewith, as the same may be amended from time to time, and such term includes all schedules and agreements supplemental to the AB Project Agreement; (b) "DB Project Agreement" means the agreement between the Bank and DB of even date herewith, as the same may be amended from time to time, and such term includes all schedules and agreements supplemental to the DB Project Agreement; (c) "Project Agreements" means the AB Project Agreement and the DB Project Agreement; (d) "AB Subsidiary Loan Agreement" means the agreement to be entered into between the Borrower and AB pursuant to Section 3.01 (b) of this Agreement, as the same may be amended from time to time, and such term includes all schedules to the AB Subsidiary Loan Agreement, and the term "AB Subsidiary Loan" means the loan to be made pursuant to the AB Subsidiary Loan Agreement; (e) "DB Subsidiary Loan Agreement" means the agreement to be entered into between the Borrower and DB pursuant to Section 3.01 (b) of this Agreement, as the same may be amended from time to time, and such term includes all schedules to the DB Subsidiary Loan Agreement, and the term "DB Subsidiary Loan" means the loan to be made pursuant to the DB Subsidiary Loan Agreement; (f) "Subsidiary Loan Agreements" means the AB Subsidiary Loan Agreement and the DB Subsidiary Loan Agreement; (g) "AB Charter" means Decision No. 1196 of the Borrower's Government, dated November 12, 1990, pertaining to the establishment and operations of AB; (h) "DB Charter" means Decision No. 1178 of the Borrower's Government, dated November 2, 1990, pertaining to the establishment and operations of DB; (i) "AB Operational Guidelines" means the statement of lending and investment policy and procedures referred to in Section 2.01 (b) of the AB Project Agreement; (j) "DB Operational Guidelines" means the statement of lending and investment policy and procedures referred to in Section 2.01 (b) of the DB Project Agreement; (k) "AB Strategic Plan" means AB's plan of actions for the strengthening of its organization and operations referred to in Section 2.01 (c) of the AB Project Agreement; (l) "DB Strategic Plan" means the DB plan of actions for the strengthening of its organization and operations referred to in Section 2.01 (c) of the DB Project Agreement; (m) "Sub-loan" means a loan made or proposed to be made by AB or DB in part out of the proceeds of the Loan to a Beneficiary Page 3 for a Sub-project; (n) "Beneficiary" means a private farmer or farmers' association or a private sector agroprocessing, marketing or service enterprise to which AB or DB proposes to make or has made a Sub-loan; (o) "Sub-project" means a specific development project to be carried out by a Beneficiary utilizing the proceeds of a Sub-loan; (p) "Special Account" means the account referred to in Section 2.02 (b) of this Agreement; and (q) "Lei" means Lei in the currency of the Borrower. ARTICLE II The Loan Section 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions set forth or referred to in the Loan Agreement, various currencies that shall have an aggregate value equivalent to the amount of one hundred million dollars ($100,000,000), being the sum of withdrawals of the proceeds of the Loan, with each withdrawal valued by the Bank as of the date of such withdrawal. Section 2.02. (a) The amount of the Loan may be withdrawn from the Loan Account in accordance with the provisions of Schedule 1 to this Agreement for amounts paid (or, if the Bank shall so agree, to be paid) by AB or DB on account of withdrawals made by a Beneficiary under a Sub-loan to meet the reasonable cost of goods and services required for the Sub-project in respect of which the withdrawal from the Loan Account is requested. (b) The Borrower shall, for the purposes of the Project, open and maintain in dollars a special deposit account in AB on terms and conditions satisfactory to the Bank, including appropriate protection against set-off, seizure and attachment. Deposits into, and payments out of, the Special Account shall be made in accordance with the provisions of Schedule 4 to this Agreement. Section 2.03. The Closing Date shall be December 31, 1997 or such later date as the Bank shall establish. The Bank shall promptly notify the Borrower of such later date. Section 2.04. The Borrower shall pay to the Bank a commitment charge at the rate of three-fourths of one percent (3/4 of 1%) per annum on the principal amount of the Loan not withdrawn from time to time. Section 2.05. (a) The Borrower shall pay interest on the principal amount of the Loan withdrawn and outstanding from time to time, at a rate for each Interest Period equal to the Cost of Qualified Borrowings determined in respect of the preceding Semester, plus one-half of one percent (1/2 of 1%). On each of the dates specified in Section 2.06 of this Agreement, the Borrower shall pay interest accrued on the principal amount outstanding during the preceding Interest Period, calculated at the rate applicable during such Interest Period. (b) As soon as practicable after the end of each Semester, the Bank shall notify the Borrower of the Cost of Qualified Borrowings determined in respect of such Semester. (c) For the purposes of this Section: (i) "Interest Period" means a six-month period ending on the date immediately preceding each date specified in Section 2.06 of this Agree- ment, beginning with the Interest Period in which this Agreement is signed. Page 4 (ii) "Cost of Qualified Borrowings" means the cost, as reasonably determined by the Bank and ex- pressed as a percentage per annum, of the out- standing borrowings of the Bank drawn down after June 30, 1982, excluding such borrowings or portions thereof as the Bank has allocated to fund: (A) the Bank's investments; and (B) loans which may be made by the Bank after July 1, 1989 bearing interest rates determined other- wise than as provided in paragraph (a) of this Section. (iii) "Semester" means the first six months or the second six months of a calendar year. (d) On such date as the Bank may specify by no less than six months' notice to the Borrower, paragraphs (a), (b) and (c) (iii) of this Section shall be amended to read as follows: "(a) The Borrower shall pay interest on the principal amount of the Loan withdrawn and outstanding from time to time, at a rate for each Quarter equal to the Cost of Qualified Borrowings determined in respect of the preceding Quarter, plus one-half of one percent (1/2 of 1%). On each of the dates specified in Section 2.06 of this Agreement, the Borrower shall pay interest accrued on the principal amount outstanding during the preceding Interest Period, calculated at the rates applicable during such Interest Period." "(b) As soon as practicable after the end of each Quarter, the Bank shall notify the Borrower of the Cost of Qualified Borrowings determined in respect of such Quarter." "(c) (iii) `Quarter' means a three-month period commencing on January 1, April 1, July 1 or October 1 in a calendar year." Section 2.06. Interest and other charges shall be payable semiannually on February 15 and August 15 in each year. Section 2.07. The Borrower shall repay the principal amount of the Loan in accordance with the amortization schedule set forth in Schedule 3 to this Agreement. ARTICLE III Execution of the Project; Use of the Proceeds of the Loan Section 3.01. (a) The Borrower declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement, and, to this end, without any limitation or restriction upon any of its other obligations under the Loan Agreement, shall cause AB and DB to perform in accordance with the provisions of the AB Project Agreement and the DB Project Agreement, respectively, all the obligations of AB and DB therein set forth, shall take or cause to be taken all action, including the provision of funds, facili- ties, services and other resources, necessary or appropriate to enable AB and DB to perform such obligations, including the carrying out by AB of the AB Strategic Plan and by DB of the DB Strategic Plan, and shall not take or permit to be taken any action which would prevent or interfere with such performance. (b) The Borrower shall relend the proceeds of the Loan to AB and DB under subsidiary loan agreements to be entered into between the Borrower and each of AB and DB, respectively, under terms and conditions which shall have been approved by the Bank which shall include those set forth in Schedule 5 to this Agreement. (c) The Borrower shall exercise its rights under the Page 5 Subsidiary Loan Agreements in such manner as to protect the interests of the Borrower and the Bank and to accomplish the purposes of the Loan, and, except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive any of the Subsidiary Loan Agreements or any provision thereof. (d) The Borrower shall: (i) coordinate and monitor the execution of the Project and supervise the carrying out by AB and DB of their obligations under the AB Subsidiary Loan Agreement and the DB Subsidiary Loan Agreement, respectively, in accordance with procedures satisfactory to the Bank; and (ii) ensure that (A) Sub- loans shall not be made for the financing of such categories of on- farm production and business development as shall be specified by the Bank by notice to the Borrower pursuant to an exchange of views on the matter between the Borrower and the Bank to be undertaken on a bi-annual basis, (B) the financing out of the proceeds of the Loan of working capital shall not exceed in the aggregate the equivalent of $10,000,000, and shall be limited to the financing of the Beneficiaries' requirements for incremental working capital on account of increased production generated through the Sub-projects, and (C) the aggregate amount of all Sub-loans, or the amount of any one Sub-loan, made by AB and DB, or any one of them, to any one Beneficiary shall not exceed the equivalent of $5,000,000. (e) The Borrower and the Bank agree that, for the purposes of paragraphs 3 and 4 of the AB Project Agreement and DB Project Agreement, a free-limit Sub-loan, as referred to in said paragraphs, shall be a Sub-loan for a Sub-project, other than any one of the first six Sub-loans to be made by each of AB and DB, in an amount to be financed out of the proceeds of the Loan which shall not exceed the sum of (i) $200,000 equivalent, when added to any other outstanding amounts financed or proposed to be financed out of the proceeds of the Loan, which have been or are being used for financing goods and services directly and materially related to such Sub-project (ii) $70,000,000 equivalent, when added to all other free-limit Sub-loans financed or proposed to be financed out of the proceeds of the Loan, the foregoing amounts being subject to change from time to time as determined by the Bank. Section 3.02. The Bank and the Borrower hereby agree that the obligations set forth in Sections 9.04, 9.05, 9.06, 9.07, 9.08 and 9.09 of the General Conditions (relating to insurance, use of goods and services, plans and schedules, records and reports, maintenance and land acquisition, respectively) shall be carried out by AB pursuant to Section 2.03 of the AB Project Agreement, and by DB pursuant to Section 2.03 of the DB Project Agreement. Section 3.03. The Borrower shall: (a) prepare, under terms of reference satisfactory to the Bank, and furnish to the Bank, by September 30, 1994, a report integrating available data on the progress achieved in the carrying out of the Project during the period preceeding the date of said report and setting out the measures recommended to ensure the proper carrying out of the Project during the period following such date; (b) afford the Bank a reasonable opportunity to review with the Borrower the conclusions and recommendations of said report; and (c) thereafter, take all measures required to ensure the proper carrying out of the Project during such period based on the conclusions and recommendations of said report and the Bank's comments thereon. ARTICLE IV Financial Covenants Section 4.01. (a) For all expenditures with respect to which withdrawals from the Loan Account were made on the basis of statements of expenditure, the Borrower shall: Page 6 (i) maintain or cause to be maintained in accordance with sound accounting practices, records and accounts reflecting such expenditures; (ii) ensure that all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures are retained until at least one year after the Bank has received the audit report for the fiscal year in which the last withdrawal from the Loan Account was made; and (iii) enable the Bank's representatives to examine such records. (b) The Borrower shall: (i) have the records and accounts referred to in paragraph (a) (i) of this Section including those for the Special Account 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 the report of such audit by said auditors, of such scope and in such detail as the Bank shall have reasonably requested, including a separate opinion by said auditors as to whether the statements of expenditure submit- ted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related withdrawals; and (iii) furnish to the Bank such other information concerning said records and accounts and the audit thereof as the Bank shall from time to time reasonably request. ARTICLE V Remedies of the Bank Section 5.01. Pursuant to Section 6.02 (l) of the General Conditions, the following additional events are specified: (a) AB or DB shall have failed to perform any of its obligations under the AB Project Agreement or the DB Project Agreement, respectively. (b) As a result of events which have occurred after the date of the Loan Agreement, an extraordinary situation shall have arisen which shall make it improbable that AB or DB will be able to perform its obligations under the AB Project Agreement or the DB Project Agreement, respectively. (c) The AB Charter, the DB Charter, the AB Statement of Policy or the DB Statement of Policy shall have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the operations or the financial condition of AB or DB or its respective ability to carry out its activities under the Project or to perform any of its obligations under the AB Project Agreement or the DB Project Agreement, respectively. (d) The Borrower or any other authority having jurisdiction shall have taken any action for the dissolution or disestablishment of AB or DB or for the suspension of its respective operations. Section 5.02. Pursuant to Section 7.01 (h) of the General Conditions, the following additional events are specified: Page 7 (a) the event specified in paragraph (a) of Section 5.01 of this Agreement shall occur and shall continue for a period of 60 days after notice thereof shall have been given by the Bank to the Borrower; and (b) any event specified in paragraphs (c) and (d) of Section 5.01 of this Agreement shall occur. ARTICLE VI Effective Date; Termination Section 6.01. The following events are specified as additional conditions to the effectiveness of the Loan Agreement within the meaning of Section 12.01 (c) of the General Conditions: (a) the Subsidiary Loan Agreements have been executed on behalf of the parties thereto; and (b) the AB Operational Guidelines have been adopted by AB and the DB Operational Guidelines have been adopted by DB. Section 6.02. The following are specified as additional matters, within the meaning of Section 12.02 (c) of the General Conditions, to be included in the opinion or opinions to be furnished to the Bank: (a) that the AB Project Agreement and the DB Project Agreement have been duly authorized or ratified by AB and DB, respectively, and are legally binding upon AB and DB in accordance with their respective terms; and (b) that the Subsidiary Loan Agreements have been duly authorized or ratified by, and are legally binding upon, the parties thereto in accordance with their terms. Section 6.03. The date ninety (90) days after the date of this Agreement is hereby specified for the purposes of Section 12.04 of the General Conditions. ARTICLE VII Representative of the Borrower; Addresses Section 7.01. The Minister of Economy and Finance of the Borrower is designated as representative of the Borrower for the purposes of Section 11.03 of the General Conditions. Section 7.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Borrower: Ministry of Economy and Finance 17, Apolodor Str. Sector 5, Bucharest Romania Telex: 11239 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: Page 8 INTBAFRAD 248423 (RCA) Washington, D.C. 82987 (FTCC) 64145 (WUI) or 197688 (TRT) IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives, 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. ROMANIA By /s/ Mihai Croitoru Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By /s/ Michael Wiehen Acting Regional Vice President Europe and Central Asia SCHEDULE 1 Withdrawal of the Proceeds of the Loan 1. The table below sets forth the Categories of items to be financed out of the proceeds of the Loan, the allocation of the amounts of the Loan to each Category and the percentage of expendi- tures for items so to be financed in each Category: Amount of the Loan Allocated % of (Expressed in Expenditures Category Dollar Equivalent) to be Financed (1) Sub-loans for 20,000,000) on-farm ) production ) ) 80% (2) Other Sub- 80,000,000) loans ) ___________ TOTAL 100,000,000 =========== 2. Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be made in respect of: (a) a Sub-loan unless the Sub-loan has been made in accordance with the procedures and on the terms and conditions set forth or referred to in the Schedule to the AB Project Agreement or the Schedule to the DB Project Agreement; and (b) payments made for expenditures prior to the date of this Agreement, except that withdrawals, in an aggregate amount not to exceed $10,000,000, may be made on account of payments made for expenditures before that date but after May 1, 1992. SCHEDULE 2 Page 9 Description of the Project The objective of the Project is to promote the economic and social development of rural areas through increased private sector agricultural and business activities. The Project consists of the operation of a credit facility for the financing of specific development projects by private farmers and private sector businesses to increase on-farm production and to establish and expand the operations of agroprocessing marketing and service enterprises, as the same is subject to such modifications thereof as the Borrower and the Bank may agree upon from time to time to achieve such objective. * * * The Project is expected to be completed by June 30, 1997. SCHEDULE 3 Amortization Schedule Payment of Principal Date Payment Due (expressed in dollars)* On each February 15 and August 15 beginning February 15, 1998 through February 15, 2009 4,165,000 on August 15, 2009 4,205,000 _____________________________ * The figures in this column represent dollar equivalents determined as of the respective dates of withdrawal. See General Conditions, Sections 3.04 and 4.03. Premiums on Prepayment Pursuant to Section 3.04 (b) of the General Conditions, the premium payable on the principal amount of any maturity of the Loan to be prepaid shall be the percentage specified for the applicable time of prepayment below: Time of Prepayment Premium The interest rate (expressed as a percentage per annum) applicable to the Loan on the day of prepayment multiplied by: Not more than three years 0.18 before maturity More than three years but 0.35 not more than six years before maturity More than six years but 0.65 not more than 11 years before maturity More than 11 years but not 0.88 more than 15 years before maturity More than 15 years before 1.00 maturity SCHEDULE 4 Page 10 Special Account 1. For the purposes of this Schedule: (a) the term "eligible expenditures" means expenditures in respect of the reasonable cost of goods and services required for the Sub-projects and to be financed out of the proceeds of the Loan in accordance with the provisions of Schedule 1 to this Agreement; and (b) the term "Authorized Allocation" means an aggregate amount equivalent to $8,000,000 to be withdrawn from the Loan Account and deposited in the Special Account pursuant to paragraph 3 (a) of this Schedule. 2. Payments out of the Special Account shall be made exclusively for eligible expenditures in accordance with the provisions of this Schedule. 3. After the Bank has received evidence satisfactory to it that the Special Account has been duly opened, withdrawals of the Authorized Allocation and subsequent withdrawals to replenish the Special Account shall be made as follows: (a) For withdrawals of the Authorized Allocation, the Borrower shall furnish to the Bank a request or requests for a deposit or deposits which do not exceed the aggregate amount of the Authorized Allocation. On the basis of such request or requests, the Bank shall, on behalf of the Borrower, withdraw from the Loan Account and deposit in the Special Account such amount or amounts as the Borrower shall have requested. (b) (i) For replenishment of the Special Account, the Borrower shall furnish to the Bank requests for deposits into the Special Account at such inter- vals as the Bank shall specify. (ii) Prior to or at the time of each such request, the Borrower shall furnish to the Bank the documents and other evidence required pursuant to paragraph 4 of this Schedule for the payment or payments in respect of which replenishment is requested. On the basis of each such request, the Bank shall, on behalf of the Borrower, withdraw from the Loan Account and deposit into the Special Account such amount as the Borrower shall have requested and as shall have been shown by said documents and other evidence to have been paid out of the Special Account for eligible expenditures. All such deposits shall be withdrawn by the Bank from the Loan Account in the respective equivalent amounts, as shall have been justified by said documents and other evidence. 4. For each payment made by the Borrower out of the Special Account, the Borrower shall, at such time as the Bank shall reasonably request, furnish to the Bank such documents and other evidence showing that such payment was made exclusively for eligible expenditures. 5. Notwithstanding the provisions of paragraph 3 of this Schedule, the Bank shall not be required to make further deposits into the Special Account: (a) if, at any time, the Bank shall have determined that all further withdrawals should be made by the Borrower directly from the Loan Account in accordance with the provisions of Article V of the General Conditions and paragraph (a) of Section 2.02 of this Agreement; or (b) once the total unwithdrawn amount of the Loan, less the Page 11 amount of any outstanding special commitment entered into by the Bank pursuant to Section 5.02 of the General Conditions with respect to the Project, shall equal the equivalent of twice the amount of the Authorized Allocation. Thereafter, withdrawal from the Loan Account of the remaining unwithdrawn amount of the Loan shall follow such procedures as the Bank shall specify by notice to the Borrower. Such further withdraw- als shall be made only after and to the extent that the Bank shall have been satisfied that all such amounts remaining on deposit in the Special Account as of the date of such notice will be utilized in making payments for eligible expenditures. 6. (a) If the Bank shall have determined at any time that any payment out of the Special Account: (i) was made for an expenditure or in an amount not eligible pursuant to paragraph 2 of this Schedule; or (ii) was not justified by the evidence furnished to the Bank, the Borrower shall, promptly upon notice from the Bank: (A) provide such additional evidence as the Bank may request; or (B) deposit into the Special Account (or, if the Bank shall so request, refund to the Bank) an amount equal to the amount of such payment or the portion thereof not so eligible or justified. Unless the Bank shall otherwise agree, no further deposit by the Bank into the Special Account shall be made until the Borrower has provided such evidence or made such deposit or refund, as the case may be. (b) If the Bank shall have determined at any time that any amount outstanding in the Special Account will not be required to cover further payments for eligible expenditures, the Borrower shall, promptly upon notice from the Bank, refund to the Bank such outstanding amount. (c) The Borrower may, upon notice to the Bank, refund to the Bank all or any portion of the funds on deposit in the Special Account. (d) Refunds to the Bank made pursuant to paragraphs 6 (a), (b) and (c) of this Schedule shall be credited to the Loan Account for subsequent withdrawal or for cancellation in accordance with the relevant provisions of this Agreement, including the General Conditions. SCHEDULE 5 Terms and Conditions of the Subsidiary Loan Agreements The principal terms and conditions set forth or referred to in this Schedule shall apply for the purposes of Section 3.01 (b) of this Agreement. 1. The principal amount of each of the AB Subsidiary Loan and the DB Subsidiary Loan shall be: (a) the equivalent of the aggregate amount of the principal of all Sub-loans made out of the proceeds thereof; and (b) denominated in dollars and Lei, with the portion thereof denominated in dollars being the sum total of the Sub-loans made out of its proceeds and denominated in dollars, and with the portion thereof denominated in Lei being the sum total of the Sub-loans made out of its proceeds and denominated in Lei. 2. The portion of each of the AB Subsidiary Loan and the DB Subsidiary Loan denominated in: (a) dollars shall be charged, on the principal amount thereof withdrawn and outstanding from time to time, interest, during each six-month period commencing on January 1 and July 1 of each calendar year, at a rate equal to LIBOR plus a margin, as shall be calculated by the Borrower on the basis of guidelines acceptable to the Bank; and (b) Lei shall be charged, on the principal amount thereof withdrawn and outstanding from time to time, interest, during each six-month period commencing on January Page 12 1 and July 1 of each calendar year, at a rate equal to the redis- count rate of the National Bank of Romania. 3. Each of the AB Subsidiary Loan and the DB Subsidiary Loan shall be made for a period not exceeding 17 years, inclusive of a grace period not exceeding five years. SCHEDULE 6 Modifications of the General Conditions For the purposes of this Agreement, the provisions of the General Conditions are modified as follows: (1) The last sentence of Section 3.02 is deleted. (2) In Section 6.02, sub-paragraph (k) is re-lettered as sub-paragraph (l) and a new sub-paragraph (k) is added to read: "(k) An extraordinary situation shall have arisen under which any further withdrawals under the Loan would be incon- sistent with the provisions of Article III, Section 3 of the Bank's Articles of Agreement." 3. The words "the Bank may, by notice to the Borrower and the Guarantor, terminate the right of the Borrower to make withdrawals with respect to such amount. Upon the giving of such notice, such amount of the Loan shall be cancelled" set forth at the end of Section 6.03 are deleted and the following is substituted therefor: "or (f) by the date specified in sub-paragraph (c) of paragraph 4 of the Schedule to the AB Project Agreement and of the Schedule to the DB Project Agreement (as such Agreements are defined in Section 1.02 (a) and (b) of the Loan Agree- ment), the Bank shall, in respect of any portion of the Loan: (i) have received no applications or requests under subpara- graphs (a) or (b) of said paragraph; or (ii) have denied any such applications or requests. 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."