CONFORMED COPY

LOAN NUMBER 1082 RO

Loan Agreement(Giurgiu-Razmiresti Irrigation Project)

BETWEEN

INTERNATIONAL BANK FOR RECONSTRUCTIONAND DEVELOPMENT

AND

BANCA PENTRU AGRICULTURA SI INDUSTRIE ALIMENTARA

DATED FEBRUARY 6, 1975

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CONFORMED COPY

LOAN NUMBER 1082 RO

Loan Agreement(Giurgiu-Razmiresti Irrigation Project)

BETWEEN

INTERNATIONAL BANK FOR RECONSTRUCTIONAND DEVELOPMENT

AND

BANCA PENTRU AGRICULTURA SI INDUSTRIE ALIMENTARA

DATED FEBRUARY 6, 1975

LOAN AGREEMENT

AGREEMENT, dated February 6, 1975, between INTERNATIONAL BANKFOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank)and BANCA PENTRU AGRICULTURA SI INDUSTRIE ALIMENTARA(hereinafter called the Borrower).

ARTICLE I

General Conditions; Definitions

Section 1.01. The parties to this Agreement accept all the provisions of theGeneral Conditions Applicable to Loan and Guarantee Agreements of the Bank,dated March 15, 1974, with the same force and effect as if they were fully setforth herein (said General Conditions Applicable to Loan and Guarantee Agreementsof the Bank being hereinafter called the General Conditions).

Section 1.02. Wherever used in this Agreement, unless the context otherwiserequires, the several terms defined in the General Conditions have the respectivemeanings therein set forth and the following additional terms have the followingmeanings:

(a) "Romania" and "Guarantor" both mean The Socialist Republic ofRomania;

(b) "Foreign Trade Bank" means the Romanian Bank for Foreign Trade,established by Law No. 16/1968 of Romania;

(c) "DIFCA" means the Department of Land Reclamation and AgriculturalConstruction in the Ministry of Agriculture, Food Industry and Water of Romania;

(d) "ISPIF" means the Design Institute for Land Reclamation, establishedby Decision No. 178/1974 of the Council of Ministers of Romania;

(e) "CELIF" means the Central for the Exploitation of Land ReclamationWorks, established by Decision No. 178/1974 of the Council of Ministers ofRomania;

(f) "Charter" means the Charter of the Borrower approved by DecreeNo. 55 of 1970 of the Council of State of Romania, approved by Law No. 15of 1970 of Romania, as amended from time to time;

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(g) "Project Land" means all land which shall be served by the irrigationfacilities constructed or installed under the Project, including land cultivated byState Farms and Cooperative Farms and plots given in use to members ofCooperative Farms;

(h) "State Farm" means any Agricultural State Enterprise established andoperating under Law No. 11 of 1971 of Romania, as amended from time to time;

(i) "Cooperative Farm" means any Cooperative for AgriculturalProduction established and operating under a charter approved by the SecondCongress of the National Union of Cooperatives for Agricultural Production heldin February 1972; in accordance with the principles set forth in Articles 9 and10 of the Constitution of Romania, including any subsequent amendments of suchcharter; and

(j) "plots given in use to members of Cooperative Farms" means plotsof land situated in contiguous blocks and cultivated by members of CooperativeFarms on an individual basis.

ARTICLE II

The Loan

Section 2.01. The Bank agrees to lend to the Borrower, on the terms andconditions in the Loan Agreement set forth or referred to, an amount in variouscurrencies equivalent to seventy million dollars ($70,000,000).

Section 2.02. (a) The amount of the Loan may be withdrawn from the LoanAccount in accordance with the provisions of Schedule 1 to this Agreement, assuch Schedule may be amended from time to time by agreement between theBank and the Borrower, for expenditures mad- (or, if the Bank shall so agree,to be made) in respect of the reasonable cost of goods and services required forthe Project described in Schedule 2 to this Agreement and to be financed outof the proceeds of the Loan and in respect of interest and other charges on theLoan.

(b) On or before each of the semi-annual interest payment dates specifiedin Section 2.07 of this Agreement, the Bank shall, on behalf of the Borrower,withdraw from the Loan Account and pay to itself the amounts required to pay,on such date, interest and other charges on the Loan accrued and payable onor before the dat. set forth, and up to the amount allocated, in Schedule 1 tothis Agreement, ab such Schedule may be amended from time to time.

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(c) The Foreign Trade Bank is designated as representative of the Borrower

for the purpose of taking any action required or permitted to be taken underthe provisions of paragraph (a) of this Section and Article V of the General

Conditions.

Section 2.03. Except as the Bank and the Borrower shall otherwise agree,contracts for the purchase of goods agreed between the Bank and the Borrower

and for the carrying out of works or services (other than consultants' services)for the Project and to be financed out of the proceeds of the Loan shall be awardedin accordance with the provisions of Schedule 4 to this Agreement.

Section 2.04. The Closing Date shall be December 31, 1978, or such otherdate as shall be agreed between the Bank and the Borrower.

Section 2.05. The Borrower shall pay to the Bank a commitment chargeat the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principalamount of the Loan not wi.hdrawn from time to time.

Section 2.06. The Borrower shall pay interest at the rate of eight per cent(8%) per annum on the principal amount of the Loan withdrawn and outstandingfrom time to time.

Section 2.07. Interest and other charges shall be payable semi-annually onMay 1 and November 1 in each year.

Section 2.08. The Borrower shall repay the principal amount of the Loanin accordance with the amortization schedule set forth in Schedule 3 to thisAgreement.

ARTICLE III

Execution of the Project

Section 3.01. The Borrower shall cause the Project to be carried out withdue diligence and efficiency and in conformity with appropriate engineering,financial and administrative practices as follows:

(a) the Borrower shall supervise the execution of the Project, includingthe procurement of the goods and services required therefor;

(b) ISPIF shall provide the general engineering services required for theProject;

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(c) DIFCA shall:

(i) make suitable arrangements for the procurement of thegoods and services required for the Project;

(ii) make timely arrangements, in form and substancesatisfactory to the Borrower and the Bank, with ISPIFfor the supply of the general engineering services requiredfor the Projet, and with the appropriate constructionorganizations of Romania as required for the civil worksand the electrical installations included in the Project; and

(iii) have overall responsibility for the coordination of theimplementation of the Project and for the Project-relatedactivities of the other departments and agencies ofRomania.

Section 3.02. Consultants acceptable to the Bank and the Borrower shallbe employed in DIFCA, on terms and conditions satisfactory to the Bank andthe Borrower, for the purpose of providing assistance in the procurement of theequipment and machinery required for the Project.

Section 3.03. The Borrower shall cause adequate provision to be made forthe insurance of the imported goods to be financed out of the proceeds of theLoan against hazards incident to the acquisition, transportation and delivery thereofto the place of importation into the territory of Romania, and for such insuranceany indemnity shall be payable in a currency freely usable to replace or repairsuch goods.

Section 3.04. Except as the Bank and the Borrower shall otherwise agree,the Borrower shall cause all goods and services financed out of the proceeds ofthe Loan to be used exclusively for the Project.

ARTICLE IV

Achievement of the Purposes of the Project

Section 4.01. The Bank and the Borrower agree that, in order to realizethe purposes of the Project, it shall be necessary that:

(a) the irrigation and drainage facilities constructed or installed under theProject will be operated and maintained by CELIF in close cooperation with the

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State Farms and Cooperative Farms cultivating Project Land, and the electric powernetworks serving the irrigation and drainage facilities constructed or installed underthe Project will be operated and maintained by the competent electric powerenterprises of Romania, and all necessary repairs and renewals of such facilitiesand installations will be made from time to time, all in accordance with appropriateagricultural, administrative and engineering practices; and

(b) the cultivators of Project Land will be supplied with agriculturaltechnical and advisory services, seeds, fertilizers, pesticides, agricultural financingand marketing facilities, all as required to make optimal productive use of suchLand.

The Borrower shall, to the extent that it is authorized under the laws ofRomania, ensure that the requirements set forth in this Section will be met.

ARTICLE V

Management and Operations of the BorrowerFinancial Covenants

Section 5.01. The Borrower shall manage and conduct its operations andaffairs in accordance with appropriate administrative and financial standards andpractices and in accordance with the Charter.

Section 5.02. The Borrower shall maintain records adequate to reflect inaccordance with consistently maintained appropriate accounting practices itsoperations in respect of DIFCA and CELIF.

Section 5.03. (a) It is not the practice of the Borrower to create liens assecurity for debt. Accordingly, the Borrower represents that at the date of thisAgreement no lien exists on any of its assets as security for any debt.

(b) For the event that, notwithstanding the foregoing, a lien shall becreated on any of the Borrower's assets as security for any debt, the Borrowerundertakes that, except as the Bank shall otherwise agree: (i) if the Borrower shallcreate the lien, such lien will equally and ratably secure the payment of the principalof, and interest and other charges on, the Loan, and in the creation of such lienexpress provision will be made to that effect, at no cost to the Bank, and (ii)if the lien shall be created by law, the Borrower shall grant, at no cost to theBank, an equivalent lien satisfactory to the Bank to secure the payment of theprincipal of, and interest and other charges on, the Loan.

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Section 5.04. The Bank and the Borrower agree that in carrying out theprovisions of this Agreement the Borrower shall take such measures as shall be.necessary according to the State Plan of Romania and the applicable laws in orderto achieve the purposes of the Project.

ARTICLE VI

Cooperation and InformationFinancial Data

Section 6.01. The Bank and the Borrower shall cooperate fully to assurethat the purposes of the Loan will be accomplished. To that end:

(a) the Bank and the Borrower shall from time to time at the requestof either party exchange views through their representatives with regard to theprogress of the Project, the benefits derived from the Project, the performanceof their respective obligations under the Loan Agreement, the fulfillment of therequirements set forth in Section 4.01 of this Agreement and other matters relatingto the purposes of the Loan, and the Borrower shall enable the Bank'srepresentatives to exchange views with representatives of DIFCA and CELIF withregard to the Project, the benefits derived from the Project and the fulfillmentof the requirements set forth in Section 4.01 of this Agreement;

(b) the Borrowei shall obtain from DIFCA and the other agenciesconcerned of Romania, and furnish to the Bank, upon their preparation, the plans,specifications, reports, contract documents and construction and procurementschedules for the Project, and the material modifications thereof or additionsthereto, in such detail as the Bank and the Borrower shall agree;

(c) the Borrower: (i) shall maintain or cause to be maintained recordsadequate to record the progress of the Project (including the cost thereof) andto identify the goods and services financed out of the proceeds of the Loan, andto disclose the use thereof in the Project; and (ii) shall furnish to the Bank withinforty-five calendar days after each calendar quarter a report, of such scope andin such detail as the Bank and the Borrower shall agree, on the progress of theProject during such quarter;

(d) the Borrower shall enable the Bank's representatives to visit andexamine the goods financed out of the proceeds of the Loan, the facilities andconstruction sites included in the Project and the records and documents relatingto the Project of DIFCA and the other departments or agencies of Romaniaresponsible for the Project or any part thereof;

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(e) the Borrower shall: (i) furnish to the Bank not later than five monthsafter the end of each of its fiscal years, (A) certified copies of its financialstatements (balance sheets, statements of income and expenses and relatedstatements, as agreed between the Bank and the Borrower), and until the completionof the Project certified copies of its records referred to in paragraph (c) of thisSection recording the cost of the Project, for such fiscal year submitted to anindependent audit conducted, in accordance with appropriate auditing principlesconsistently applied, by the Ministry of Finance of Romania, and (B) the reportof such audit by said auditor, of such scope and in such detail as the Bank andthe Guarantor shall agree; and (ii) furnish to the Bank such other informationconcerning the before-mentioned financial statements of the Borrower and the auditthereof as the Bank shall from time to time reasonably request; and

(f) the Bank and the Borrower shall from time to time furnish to eachother such additional information as the other party shall reasonably request withregard to the progress of the Project, the expenditure of the proceeds of the Loan,the goods and services financed out of such proceeds, the operations, resourcesand expenditures of DIFCA and CELIF, the benefits derived from the Project andthe general status of the Loan.

Section 6.02. The Bank and the Borrower shall promptly inform each otherof any condition which interferes with, or threatens to interfere with, the progressof the Project, the accomplishment of the purposes of the Loan, the maintenanceof the service thereof or the performance by either party of its obligations underthe Loan Agreement.

ARTICLE VII

Effective Date; Termination

Section 7.01. The following event is specified as an additional condition tothe effectiveness of the Loan Agreement within the meaning of Section 12.01(c)of the General Conditions, namely, that the Council of Ministers of Romania hasapproved the technical and economic indicators for the Project and such approvalhas become effective.

Section 7.02. The following is specified as an additional matter, within themeaning of Section 12.02(c) of the General Conditions, to be included in theopinion or opinions to be furnished to the Bank, namely, that the technical andeconomic indicators for the Project have been duly approved by the Council ofMinisters of Romania and such approval has become effective.

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Section 7.03. The date May 5, 1975 is hereby specified for the purposesof Section 12.04 of the General Conditions.

ARTICLE VIII

Addresses

Section 8.01. The following addresses are specified for the purposes ofSection 11.01 of the General Conditions:

For the Bank:

International Bank forReconstruction and Development

1818 H Street, N.W.Washington, D.C. 20433United States of America

Cable address:

INTBAFRADWashington, D.C.

For the Borrower:

Banca pentru Agricultura siIndustrie Alimentara

Strada Smirdan No. 3Bucharest, Romania

Telex No.:

11622

IN WITNESS WHEREOF, the parties hereto, acting through theirrepresentatives thereunto duly authorized, have caused this Agreement to be signed

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in their respective names in the District of Columbia, United States of America,as of the day and year first above written.

INTERNATIONAL BANK FORRECONSTRUCTION AND DEVELOPMENT

By /s / Munir P. BenjenkRegional Vice President

Europe, Y le East and North Africa

BANCA PENTRU AGRICULTURASI INDUSTRIE ALIMENTARA

By /s/ Corneliu BogdanAuthorized Representative

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SCHEDULE 1

Withdrawal of the Proceeds of the Loan

1. The table below sets forth the Categories of items to be financed out ofthe proceeds of the Loan, the allocation of the amounts of the Loan to eachCategory and the percentage of expenditures for items so to be financed in eachCategory:

Amount of theLoan Allocated % of(Expressed in Expenditures

Category Dollar Equivalent) to be Financed

(1) Equipment, 54,000,000 100% of foreignspare parts, expenditures andmaterials, 100% of local ex-supplies and penditures ex-post-sale factoryservices bysuppliers,other than thosereferred toin paragraphA.2 of Sched-ule 4 to thisAgreement

(2) Equipment and 700,000 100% of local ex-materials re- penditures ex-ferred to n. factoryparagraph .2of Schedule 4to this Agree-ment

(3) Consultants' 300,000 100% of foreignservices and expendituresstaff training

(4) Interest and 10,000,000 Amounts dueother charges onth Loan accruedon or beforeOctober 31, 1978

(5) Unallocated 5,0000

TOTAL 70,000,000

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2. For the purposes of this Schedule:

(a) the term "foreign expenditures" means expenditures for goods orservices supplied from the territory and in the.currency of any country other thanRomania; and

(b) the term "local expenditures" means expenditures in the currency ofRomania and for goods and services supplied from the territory of Romania.

3. The disbursement percentages have been calculated in compliance with thepolicy of the Bank that no proceeds of the Loan shall be disbursed on accountof payments for taxes levied by, or in the territory of, Romania on goods orservices, or on the importation, manufacture, procurement or supply thereof; tothat end, if any event occurs which shall affect the amount of any such taxesincluded in the cost of any item to be financed out of the proceeds of the Loan,the Bank may, by notice to the Borrower, correspondingly adjust the disbursementpercentage then applicable to such item.

4. Notwithstanding the provisions of paragraph I above, no withdrawals shallbe made in respect of expenditures prior to the date of this Agreement.

5. Notwithstanding the allocation of an amount of the Loan or the disbursementpercentages set forth ; the table in paragraph I above, if the Bank has reasonablyestimated that the amount of the Loan then allocated to any Category will beinsufficient to finance the agreed percentage of all expenditures in that Category,the Bank may, by notice to the Borrower: (i) reallocate to such Category to theextent required to meet the estimated shortfall proceeds of the Loan which arethen allocated to another Category and which in the opinion of the Bank arenot needed to meet other expenditures, and (ii) if such reallocation cannot fullymeet the estimated shortfall, reduce the disbursement percentage then applicableto such expenditures in order that further withdrawals under such Category maycontinue until all expenditures thereunder shall have been made.

6. If the Bank shall have reasonably determined that the procurement of anyitem in any Category is inconsistent with the procedures set forth or referred toin this Agreement, no expenditures for such item shall be financed out of theproceeds of the Loan and the Bank may, without in any way restricting or limitingany other right, power or remedy of the Bank under the Loan Agreement, bynotice to the Borrower, cancel such amount of the Loan as in the Bank's reasonableopinion represents the amount of such expenditures which would otherwise havebeen eligible for financing out of h: proceeds of the Loan.

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SCHEDULE 2

Description of the Project

The Project is to provide irrigation and drainage facilities and erosion controlto serve adequately an area of about 100,800 ha. of cultivated land encompassingthe towns of Giurgiu in Ilfov County and Razmiresti in Teleorman County andbordered on the east by the Bucharest-Giurgiu highway and on the south by theDanube River. The Project shall serve about 18,500 ha. under cultivation by StateFarms, and about 82,300 ha. owned by Cooperative Farms, including about3,200 ha. of plots given in use to members of Cooperative Farms.

The Project consists of:

1. Construction and installation of two main supply pumping stationsand two repumping stations;

2. Construction of about 240 km of lined main, branch and secondaryirrigation canals, including the necessary land preparation works;

3. Installation of about 2,170 km of buried distribution pipelines;

4. Installation of 65 pressure pumping stations sufficient to serve 65sectors under sprinkler irrigation, averaging about 1,200 ha. each; and13 pressure pumping stations sufficient to serve 13 sectors underfurrow irrigation, averaging about 1,620 ha. each, after the necessaryland preparation; together with the necessary portable sprinkler systemequipment and furrow irrigation equipment;

5. Construction of adequate drainage facilities where required, servingabout 33,600 ha., including the construction of about 75 km of maindrains and about 287 km of collector drains and the installation, of12 lift pumping stations;

6. Installation of a power network (transmission lines and transformers)as required to serve adequately the irrigation and drainage pumpsinstalled under the Project;

7. Erosion control works on about 6,000 ha.;

8. Supply of operation and maintenance equipment and farm machinery;and

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9. Training of Romanian technical personnel and economists in theoperation and maintenance of the facilities provided under the Project.

The Project is to be completed by June 30, 1978.

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SCHEDULE 3

Amortization Schedule

Payment of PrincipalDate Payment Due (expressed in dollars)*

May 1, 1980 735,000November 1, 1980 765,000May 1, 1981 795,0November 1 1981 830,00May 1, 198k 860,000November 1, 1982 900,000May 1, 1983 930,000November 1, 1983 970,000May 1, 1984 1005,000November 1, 1984 1,050,000May 1, 1985 1,00,000November 1, 1985 1,135,000May 1, 1986 1,180,000November 1, 1986 1225,00May 1, 1987 1,275,000November 1 1987 1,325,000May 1, 198A 1,380,0November 1 1988 1,435,000May 1, 198§ 1495,000November 1, 1989 1,550,000May 1, 1990 1,615,000November 1, 1990 1,675,000May 1, 1991 1,750,000November 1, 1991 1,815,000May 1, 1992 1,890,000November 1, 1992 1,965,000May 1, 1993 2,040,000November 1, 1993 2,25,000May 1, 1994 2,210,000November 1, 1994 2,295,000May 1, 1995 2,390,000November 1, 1995 2,485,000May 1, 1996 2,585,000November 1, 1996 2,690,000May 1, 1997 2,795,0November 1, 1997 2,905,000May 1, 1998 3,025,000November 1, 1998 3,145,000May 1, 1999 3,270,000November 1, 1999 3,400,000

* To the extent that any portion of the Loan is repayable in a currency otherthan dollars (see General Conditions, Section 4.02), the figures in this columnrepresent dollar equivalents determined as for purposes of withdrawal.

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Premiums on Prepayment

The following percentages are specified as the premiums payable onrepayment in advance of maturity of any portion of the principal amount of theLoan pursuant to Section 3.05(b) of the General Conditions:

Time of Prepayment Premium

Not more than three years 1-1/4%before maturity

More than three years but 2%not more than six yearsbefore maturity

More than six years but not 3-3/4%more than eleven yearsbefore maturity

More than eleven years but 5-3/4%not more than sixteenyears before maturity

More than sixteen years but 7%not more than eighteenyears before maturity

More than eighteen years 8%before maturity

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SCHEDULE 4

Procurement

A. General Procedures

1. Except as provided in paragraph A.2 hereof, contracts shall be awarded underprocedures consistent with those set forth in the "Guidelines for Procurement underWorld Bank Loans and IDA Credits" published by the Bank in April 1972, asrevised in October 1972 (hereinafter called the Guidelines), on the basis ofinternational competitive bidding.

2. Contracts for goods designated by agreement between the Bank and theBorrower and estimated to cost $700,000 equivalent in the aggregate shall beawarded under Romanian procurement procedures.

3. Suppliers of equipment or machinery shall be required to provide assistancein the installation and initial operation of such equipment and machinery.

B. Evaluation and Comparison of Bids for Goods;Preference for Domestic Manufacturers

1. For the purpose of evaluation and comparison of bids for the supply ofgoods: (i) bidders shall be required to state in their bid the c.i.f. (port of entry)price for imported goods or the ex-factory price for domestically-manufacturedgoods; (ii) customs duties and other import taxes on imported goods shall beexcluded; and (iii) the cost of inland freight and other expenditures incidentalto the delivery of goods to the place of their use or installation shall be included.

2. Goods manufactured in Romania may be granted a margin of preferencein accordance with, and subject to, the following provisions:

(a) All bidding documents for the procurement of goods shall clearlyindicate any preference which will be granted, the information required to establishthe eligibility of a bid for such preference and the following methods and stagesthat will be followed in the evaluation and comparison of bids.

(b) After evaluation, responsive bids will be classified in one of thefollowing three groups:

(1) Group A: bids offering goods manufactured in Romania if thebidder shall have established to the satisfaction of the Borrower

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and the Bank that the manufacturing cost of such goods includesa value added in Romania equal to at least 20% of the ex-factorybid price of such goods.

(2) Group B: all other bids offering goods manufactured in Romania.

(3) Group C: bids offering goods manufactured outside Romania.

(c) All evaluated bids in each group shall be first compared amongthemselves, excluding any customs duties and other import taxes on goods to beimported and any sales or similar taxes on goods to be supplied domestically, todetermine the lowest evaluated bid of each group. Such lowest evaluated bids shallthen be compared with each other, and if, as a result of this comparison, a bidfrom group A or group B is the lowest, it shall be selected for the award.

(d) If, as a result of the comparison under paragraph (c) above, the lowestbid is a bid from group C, all group C bids shall be further compared with thelowest evaluated bid from group A after adding to the c.i.f. bid price of theimported goods offered in each group C bid, for the purpose of this furthercomparison only, an amount equal to (i) the amount of customs duties and otherimport taxes which a non-exempt importer would have to pay for the importationof the goods offered in such group C bid, or (ii) 15% of the c.i.f. bid price ofsuch goods if said customs duties and taxes exceed 15% of such price. If the groupA bid in such further comparison is the lowest, it shall be selected for the award;if not, the lowest evaluated bid from group C shall be selected.

C. Review of Procurement Decisions by Bank

1. Review of invitation to bid and of proposed awards and final contracts:

With respect to all contracts estimated to cost the equivalent of $150,000or more:

(a) Before bids are invited, DIFCA, acting as representative of thecompetent Romanian foreign trade enterprise, shall furnish to the Bank, for itscomments, the text of the invitations to bid and the specifications and other biddingdocuments, together with a description of the advertising procedures to be followedfor the bidding, and shall make such modifications in the said documents orprocedures as the Bank shall reasonably request. Any further modification to thebidding documents shall require the Bank's concurrence before it is issued to theprospective bidders.

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(b) Promptly after the bids have been received, DIFCA shall inform theBank of the names of the bidders and the respective amounts of the bids.

(c) After bids have been evaluated, DIFCA shall, before a final decisionon the award is made, inform the Bank of the name of the bidder to which thecontract is intended to be awarded and the reasons for the intended award andshall furnish to the Bank, in sufficient time for its review, a detailed report, bythe consu1lants referred to in Section 3.02 of this Agreement, on the evaluationand comparison of the bids received, together with the recommendation for awardof the said consultants and such other information as the Bank shall reasonablyrequest. The Bank shall, if it determines that the intended award would beinconsistent with the Guidelines or this Schedule, promptly inform DIFCA andstate the reasons for such determination.

(d) The terms and conditions of the contract shall not without the Bank'sconcurrence materially differ from those on which bids were asked orprequalification was invited.

(e) Two conformed copies of the contract shall be furnished to the Bankpromptly after its execution and prior to the submission to the Bank of the firstapplication for withdrawal of funds from the Loan Account in respect of suchcontract.

2. With respect to each contract to be financed out of the proceeds of theLoan and not governed by the preceding paragraph, DIFCA shall furnish to theBank, promptly after its execution and prior to the submission to the Bank ofthe first application for withdrawal of funds from the Loan Account in respectof such contract, two conformed copies of such contract, together with the analysisof bids, recommendations for award and such other information as the Bank shallreasonably request. The Bank shall, if it determines that the award of the contractwas not consistent with the Guidelines or this Schedule, promptly inform DIFCAand state the reasons for such determination.