CONFORMED COPY

LOAN NUMBER 1368 RO

LOAN AGREEMENT

(Ialomita-Calmatui Irrigation Project)

between

INTERNATIONAL BANK FOR RECONSTRUCTIONAND DEVELOPMENT

and

BANCA PENTRU AGRICULTURA SIINDUSTRIE ALIMENTARA

Dated March 2, 1977

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LOAN AGREEMENT

AGREEMENT, dated March 2, 1977, between INTERNATIONAL BANK

FOR RECONSTRUCTION AND DEVELOPMENT (hereinafter called the Bank)

and BANCA PENTRU AGRICULTURA SI INDUSTRIE ALIMENTARA (hereinafter

called the Borrower).

-2-

ARTICLE I

General Conditions; Definitions

Section 1.01. The parties to this Agreement accept all the

provisions of the General Conditions Applicable to Loan and Guar-

antee Agreements of the Bank, dated March 15, 1974, with the same

force and effect as if they were fully set forth herein (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 Gen-

eral Conditions have the respective meanings therein set forth

and the following additional terms have the following meanings:

(a) "Romania" ai "Guarantor" both mean The Socialist Recub-

lic of Romania;

(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

Agricultural Construction in the Ministry of Agriculture and Food

industry of Romania;

(d) "ISPIF" means the Design Institute for Land Reclamation,

established by Decision No. 178/1974 of the Council of Ministers

of Romania;

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(e) "CELIF" means the Central for the Exploitation of Land

Reclamation Works, established by Decision No. 178/1974 of the

Council of Ministers of Romania;

(f) "Lei" means the national currency of Romania;

(g) "Romagrimex" means the Romanian Foreign Trade Enterprise

of the Ministry of Agriculture and Food Industry of Romania, es-

tablished and operating under Law No. 11 of 1971 of Romania, as

amended from time to time;

(h) "Charter" means the Charter of the Borrower approved

by Decree No. 55 of 1970 of the Council of State of Romania, ap-

proved by Law No. 15 of 1970 of Romania, as amended from time to

time;

(i) "State Farm" means any Agricultural State Enterprise

established and operating under Law No. 11 of 1971 of Romania,

as amended from time to time;

Cj) "Cooperative Farm" means any Cooperative for Agricultural

Production established and operating under a charter approved by

the Second Congress of the National Union of Cooperatives for

Agricultural Production held in February 1972, in accordance with

the principles set forth in Articles 9 and 10 of the Constitution

of Romania, including any subsequent amendments of such charter;

and

(k) "Project Land" means all land which shall be served by

the irrigation facilities constructed or installed under the Project,

including land cultivated by State Farms and Cooperative Farms

and plots given in use to members of Cooperative Farms.

-5-

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 re-

ferred to, an amount in various currencies equivalent to sixty

million dollars ($60,000,000).

Section 2.02. (a) The amount of the Loan may be withdrawn

from the Loan Account in accordance with the provisions of Sched-

ule 1 to this Agreement, as such Schedule may be amended from time

to time by agreement between the Bank and the Borrower, for expen-

ditures made (or, if the Bank shall so agree, to be made) in re-

spect of the reasonable cost of goods and services required for

the Project described in Schedule 2 to this Agreement, and selected

by agreement between the Bank and the Borrower, and in respect of

interest and other charges on the Loan.

(b) On each of the semi-annual interest payment dates speci-

fied in 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 on the date set forth, and

up to the amount allocated, in Schedule 1 to this Agreement, as

such Schedule may be amended from time to time by agreement between

the Bank and the Borrower.

(c) The Borrower may designate the Foreign Trade Bank as

representative of the Borrower for the purpose of taking any action

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required or permitted to be taken under the provisions of para-

graph (a) of this Section and Article V of the General Conditions.

Section 2.03. Except as the Bank and the Borrower shall other-

wise agree, contracts for the purchase of equipment, materials or

spare parts required for the Project, to be financed out of the

rroceeds of the Loan, and selected by agreement between the Bank

and the Borrower shall be procured in accordance with the provi-

sions of Schedule 4 to this Agreement.

Section 2.04. The Closing Date shall be June 30, 1982 or such

later date as the Bank shall establish. The Bank shall promptly

notify the Borrower 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

eight and one-half per cent (8-1/2%) per annum on the principal

amount of the Loan withdrawn and outstanding from time to time.

Section 2.07. Interest and other charges shall be payable

semi-annually on June 15 and December 15 in each year.

Section 2.08. The Borrower shall repay the princinal amount

of the Loan in accordance with the amortization schedule set forth

in Schedule 3 to this Agreement.

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ARTICLE III

Execution of the Project

Section 3.01. The Borrower shall carry out the Project with

due diligence and efficiency and in conformity with appropriate

agricultural, engineering, financial and administrative practices,

as follows:

(a) the Borrower shall supervise the execution of the Project,

including the procurement of the goods and services required there-

for;

(b) ISPIF shall provide the general engineering services

required for the Project; and

(c) DIFCA shall:

(i) make suitable arrangements for the procurement

of the goods and services required for the

Project;

(ii) make timely arrangements, in form and substance

satisfactory to the Bank, with ISPIF for the

supply of the general engineering services re-

quired for Part A and Part B of the Project,

and with the appropriate construction organiza-

tions of Romania as required for the civil works

and the installations included in Part A of the

Project; and

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(iii) have overall responsibility for the coordination

of the implementation of the Project and for

the activities of the other departments and

agencies of Romania related thereto.

Section 3.02. The Borrower shall cause adequate provision to

be made for the insurance of the imported goods to be financed

out of the proceeds of the Loan against hazards incident to the

acquisition, transportation and delivery thereof to the place of

importation into the territory of Romania, and ior such insurance

any indemnity shall be payable in a currency freely usable by the

Borrower to replace or repair such goods.

Section 3.03. Except as the Bank and the Borrower shall other-

wise agree, the Borrower shall cause all goods and services fi-

nanced out of the proceeds of the Loan to be used exclusively for

the Project.

-9-

ARTICLE IV

Achievement of the Purposes of the Project

Section 4.01. The Bank and the Borrower agree that, in order

to realize the purposes of the Project, it shall be necessary

that:

(a) the irrigation fac'lities constructed or installed under

Part A of the Project will be overated and maintained by CELIF in

close cooperation with the State Farms and Cooperative Farms

cultivating Project Land, and the electri- power facilities serv-

ing the irrigation and drainage facilities constructed or installed

under the Project will be operated and maintained by the competent

electric power enterprises of Romania, and all necessary repairs

and renewals of such facilities will be made from time to time, all

in accordance with appropriate agricultural, engineering and admin-

istrative practices; and

(b) the cultivators of Project Land will be supplied with

agricultural, technical and advisory services, seeds, fertilizers,

pesticides, agricultural financing and marketing facilities, and

other agricultural inputs, all as required to make optimal pro-

ductive use of such Land.

The Borrower shall, to the extent that it is authorized under

thp laws of Romania, ensure that the requirements set forth in

this Section will be met.

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ARTICLE V

Management and Operations of the BorrowerFinancial Covenants

Section 5.01. The Borrower shall manage and conduct its opera-

tions and affairs in accordance with appropriate administrative

and financial standards and practices and in accordance with the

Charter.

Section 5.02. The Borrower shall maintain records adequate

to reflect in accordance with consistently maintained appropriate

accounting practices its operations and financial condition.

Section 5.03. (a) It is not the practice of the Borrower to

create liens as security for debt. Accordingly, the Borrower re-

presents that at the date of this Agreement no lien exists on any

of its assets as security for any debt.

(b) For the event that, notwithstanding the foregoing, a

lien shall be created on any of the Borrower's assets as security

for any debt, the Borrower undertakes that, except as the Bank

shall otherwise agree: (i) if the Borrower shall create the lien,

such lien will equally and ratably secure the payment of the

principal of, and interest and other charges on, the Loan, and

in the creation of such lien express provision will be made to

that effect, at no cost to the Bank; and (ii) if t?e lien shall

be created by law, th-- Borrower shall grant, at no cost to the

Bank. an equivalent li n satisfactory to the Bank to secure the

payment of the principal of, and interest and other charges on,

the Loan.

- 11 -

Section 5.04. The Bank and the Borrower agree that in carrying

out the provisions 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 order to achieve the purposes

of the Project.

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ARTICLE VI

Cooperation and InformationFinancial Data

Section 6.01. The Bank and the Borrower shall cooperate fully

to assure that the purposes of the Loan will be accomplished. To

that end:

(a) the Bank and the Borrower shall from time to time at

the request of either party exchange views through their repre-

sentatives with regard to the progress of the Project, the benefits

derived from the Project, the performance of their respective

obligations under the Loan Agreement, the fulfillment of the re-

quirements set forth in Section 4.01 of this Agreement and other

matters relating to the purposes of the Loan, and the Borrower

shall enable the Bank's representatives to exchange views withrepresentatives of DIFCA, CELIF, the State Farms and Cooperative

Farms served by the Project, and the other agencies concerned ofRomania with regard to the Project, the benefits derived from theProject, and the fulfillment of the requirements set forth in Sec-tion 4.01 of this Agreement;

(b) the Borrower shall obtain from DIFCA and the other agen-cies concerned of Romania, and furnish to the Bank, upon theirpreparation, the plans, specifications, reports, contract docu-

ments and construction and procurement schedules for the Project,

and the material modifications thereof or additions thereto, in

such detail as the Bank and the Borrower shall agree;

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(c) the Borrower: (i) shall maintain or cause to be main-

tained records adequate to record the progress of the Project

(including the cost thereof) and to identify the goods and ser-

vices financed out of the proceeds of the Loan, and to disclose

the use thereof in the Project; and (ii) shall furnish to the

Bank within forty-five calendar days after each calendar quarter

a report, of such scope and in such detail as the Bank and the

Borrower shall agree, on the progress of the Project during such

quarter;

(d) the Borrower shall enable the Bank's representatives

to visit and examine the goods financed out of the proceeds of

the Loan, the facilities and construction sites included in the

Project and the records and documents relating to the Project of

DIFCA and the other departments or agencies of Romania responsible

for the Project or any part thereof;

(e) the Borrower shall: (i) furnish to the Bank not later

than five months after the end of each of its fiscal years, (A)

certified copies of its financial statements (balance sheets,

statements of income and expenses and related statements, as agreed

between the Bank and the Borrower), and until the completion of

the Project certified copies of its records referred to in para-

graph (c) of this Section recording the cost of the Project, for

such fiscal year submitted to an independent audit conducted, in

accordance with appropriate auditing principles consistentlyapplied, by the Ministry of Finance of Romania, and (B) the report

of such audit by said auditor, of such scope and in such detail

as the Bank and the Guarantor shall agree; and (ii) furnish to

- 1~4 -

the Bank such other information concerning the before-mentioned

financial statements of the Borrower and the audit thereof as the

Bank shall from time to time reasonably request; and

(f) the Bank and the Borrower shall from time to time fur-

nish to each other such additional information as the other party

shall reasonably request with regard to the progress of the Proj-

ect, the expenditure of the proceeds of the Loan, the goods and

services financed ou. of such proceeds, the operations, resources

and expenditures of DIFCA and CELIF, the benefits derived from the

Project and the general status of the Loan.

Section 6.02. The Bank and the Borrower shall promptly inform

each other of any condition which interferes with, or threatens to

interfere with, the progress of the Project, the accomplishment of

the purposes of the Loan, the maintenance of the service thereof

or the performance by either party of its obligations under the

Loan Agreement.

- 15 -

ARTICLE VII

Effective Date; Termination

Section 7.01. The following event is specified as an additional

condition to the 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 has approved the technical

and economic indicators for the Project and such approval has become

effective.

Section 7.02. The following is specified as an additional mat-

ter, within the meaning of Section 12.02 (c) of the General Condi-

tions, to be included in the opinion or opinions to be furnished

to the Bank, namely, that the technical and economic indicators for

the Project have been duly approved by the Council of Ministers of

Romania and such approval has become effective.

Section 7.03. The date June 2, 1977, is hereby specified for

the purposes of Section 12.04 of the General Conditions.

- 16 -

ARTICLE VIII

Addresses

Section 8.01. The following addresses are specified for the

purposes of Section 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: Telex:

INTBAFRAD 440098 (ITT)Washington, D.C. 248423 (RCA) or

64145 (wUI)

For the Borrower:

Banca pentru Agricultura siIndustrie Alimentara

Strada Smirdan No. 3Bucharest, Romania

Cable address: Telex:

AGROBANK 11622Bucharest

- 17 -

IN WITNESS WHEREOF, the parties hereto, acting through their

representatives thereunto duly authorized, have caused this Agree-

ment 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 FORRECONSTRUCTION AND DEVELOPMENT

By /s/ Munir P. BenjenkRegional Vice President

Europe, Middle East and North Africa

BANCA PENTRU AGRICULTURASI INDUSTRIE ALIMENTARA

By /s/ Nicolae M. NicolaeAuthorized Representative

- 18 - 12-10-76

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 ex-

penditures for items so to be financed in each Category:

Amount of theLoan Allocated % of(Expressed in Expenditures

Category Dollar Equivalent) to be Financed

(1) Equipment, 4,600,000 100% of foreignmaterials and spare expenditures andparts 100% of local ex-

penditures ex-factory

(2) Interest and other 15,400,000 Amounts duecharges on theLoan accrued on orbefore December 114,1981

TOTAL 60,000,000

- 19 -

2. For the purposes of this Schedule:

(a) the term "foreign expenditures" means expenditures for

goods or services supplied from the territory and in the currency

of any country other than Romania; and

(b) the term "local expenditures" means expenditures in thecurrency of Romania and for goods or services supplied from the

territory of Romania.

3. The disbursement percentage applicable to Category (1) has

been calculated in compliance with the policy of the Bank that no

proceeds of the Loan shall be disbursed on account of payments

for taxes levied by, or in the territory of, Romania on goods or

services, or on the importation, manufacture, procurement or supply

thereof; to that end, if any event occurs which shall affect the

amount of any such taxes included in the cost of any item included

in Category (1) and to be financed out of the proceeds of the Loan,the Bank may, by notice to the Borrower, correspondingly adjust

the disbursement percentage then applicable to such item.

4. Notwithstanding the provisions of paragraph I above, no with-

drawals shall be made in respect of payments made for expenditures

prior to the date of this Agreement.

5. Notwithstanding the allocation of an amount of the Loan or

the disbursement percentages set forth in the table in paragraph

1 above, if the Bank has reasonably estimated that the amount of

the Loan then allocated to any Category will be insufficient to

- 20 -

finance the agreed percentage of all expenditures in that Category,

the Bank may, by notice to the Borrower: (i) reallocate to such

Category, to the extent required to meet the estimated shortfall,

proceeds of the Loan which are then allocated to another Category

and which in the opinion of the Bank are not needed to meet other

expenditures; and (ii) if such reallocation cannot fully meet the

estimated shortfall, reduce the disbursement percentage then appli-

cable to such expenditures in order that further withdrawals under

such Category may continue until all expenditures thereunder shall

have been made.

6. If the Bank shall have reasonably determined that the pro-

curement of any item in any Category is inconsistent with the

procedures set forth or referred to in this Agreement, no expen-

ditures for such item shall be financed out of the proceeds of

the Loan and the Bank may, without in any way restricting or lim-

iting any other right, power or remedy of the Bank under the Loan

Agreement, by notice to the Borrower, cancel such amount of the

Loan as, in the Bank's reasonable opinion, represents the amount

of such expenditures which would otherwise have been eligible for

financing out of the proceeds of the Loan.

- 21 -

SCHEDULE 2

Description of the Project

The Project is to provide irrigation and drainage facilities,

erosion control and farm machinery and equipment to serve adequately

an area of about 148,500 ha. situated in the Districts of Ialomita

and Braila, about 100 km northeast of Bucharest, and bounded by theCalmatui River in the North and the Ialomita River in the South.

The Project will serve about 28,000 ha. under State Farms and about

120,500 ha. under Cooperative Farms, including about 5,900 ha. as-

signed in use to members of the Cooperative Farms. The Project con-

sists of:

Part A: Permanent irrigation facilities

Construction and installation of permanent irrigation

facilities adequate to irrigate with water extracted

from the Danube River, near km 221/650 (measured from

the Black Sea), about 120,500 ha. under Cooperative

Farms and about 28,000 ha. under State Farms, and in-

cluding:

1. a floating pumping station, a main canal of about

38 km with a designed maximum capacity of 110 m3

per second, and three fixed pumping stations thereon;

2. a secondary distribution system consisting of

concrete lined branch and distribution canals,

- 22 -

including four fixed pumping stations, the neces-

sary regulators, bridges, drainage culverts, es-

cape weirs and drops, and about 115 pressure pump-

ing stations;

3. a network of distribution pipes and hydrants

necessary to bring the irrigation water to the

Project Land;

4. drainage facilities consisting of about 17 surface

drainage networks together with about 23 pumping

stations serving an area of about 82,350 ha., and

localized subsurface drainage networks serving an

area of about 1,00 ha. including saline lands to

be reclaimed under item 5 below;

5. reclamation of about 2,600 ha. of saline lands and

about 2,500 ha. of depressions; land levelling of

about 40,000 ha.; erosion control works on about

6,100 ha. and windbreaks to protect about 38,600 ha.

6. electric power supply works, including 240 km of

20 kV ind 110 kV power transmission lines adequate

to serve the irrigation facilities;

7. provision of about 400 observation wells to monitor

groundwater levels; and

8. construction of buildings for operation and main-

tenance of the irrigation facilities.

- 23 -

Part B: Portable irrigation facilities

Establishment of portable on-farm irrigation systems,

including pipes and sprinklers adequate to irrigate

the Project Land.

Part C: Farm machinery and equipment

Provision of tractors, harvesters and transport equip-

ment for State Farms and Cooperative Farms and of equip-

ment required for the operation and maintenance of theirrigation and drainage facilities included in Part A andPart B of the Project.

* * e

The Project is expected to be completed by December 31, 1981.

SCHEDULE 3

Amortization Schedule

Payment of Principal

Date Payment Due (expressed in dollars)*

On each June 15 and December 15

beginning June 15, 1980through December 15, 1991 2,500,000

* To the extent that any portion of the Loan is repayable in a

currency other than dollars (see General Conditions, Section

4.02), the figures in this column represent dollar equiva-

lents determined as for purposes of withdrawal.

- 25 -

Premiums on Prepayment

The following percentages are specified as the premiums pay-

able on repayment in advance of maturity of any portion of the

principal amount of the Loan pursuant to Section 3.05 (b) of the

General Conditions:

Time of Prepayment Premium

Not more than three yearsbefore maturity 1.70%

More than three years butnot more than six yearsbefore maturity 3.40%

More than six years but notmore than eleven yearsbefore maturity 6.25%

More than eleven years butnot more than thirteenyears before maturity 7.35%

More than thirteen yearsbefore maturity 8.50%

-26 -

SCHEDULE 4

Procurement

A. International CoMetitive Bidding

Contracts for the purchase of equipment, materials and spare

parts (regardless of whether the goods to be supplied under such

contracts are manufactured in Romania) shall be procured in accord-

ance with procedures consistent with those set forth in Part A of

the "Guidelines for Procurement under World Bank Loans and IDA

Credits" published by the Bank in August 1975 (hereinafter called

the Guidelines), on the basis of international competitive bidding.

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

1. For the purpose of evaluation and comparison of bids for the

supply of goods: (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 manufactured goods; (ii) customs

duties and other import taxes on imported goods, and sales and sim-

ilar taxes on domestically supplied goods, shall be excluded; and

(iii) the cost of inland freight and other expenditures incidental

to 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

preference in accordance with, and subject to, the following pro-

visions:

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(a) All bidding documents for the procurement of goods shall

clearly indicate any preference which will be granted, the infor-

mation required to establish the eligibility of a bid for such

preference and the following methods and stages that will be fol-

lowed in the evaluation and comparison of bids.

(b) After evaluation, responsive bids will be classified in

one of the following three groups:

(1) Group A: bids offering goods manufactured in

Romania if the bidder shall have established

to the satisfaction of the Borrower and the

Bank that the manufacturing cost of such goods

includes a value added in Romania equal to at

least 20% of the ex-factory bid price of such

goods.

(2) Group B: all other bids offering goods manu-

factured in Romania.

(3) Group C: bids offering goods manufactured out-

side Romania.

(c) All evaluated bids in each group shall be first compared

among themselves, excluding any customs duties and other import

taxes on goods to be imported and any sales or similar taxes on

goods to be supplied domestically, to determine the lowest evalu-

ated bid of each group. Such lowest evaluated bids shall then be

compared with each other, and if, as a result of this comparison,

a bid from group A or group B is the lowest, it shall be selected

for the award.

- 28 -

(d) If, as a result of the comparison under paragraph (c)

above, the lowest bid is a bid from group C, all group C bids

shall be further compared with the lowest evaluated bid from

group A after adding to the c.i.f. bid price of the imported

goods offered in each group C bid, for the purpose of this fur-

ther comparison only, an amount equal to (i) the amount of cus-

toms duties and other import taxes which a non-exempt importer

would have to pay for the importation of the goods offered in

such group C bid; or (ii) 15% of the c.i.f. bid price of such

goods if said customs duties and taxes exceed 15% of such price.

If the group A bid in such further comparison is the lowest, it

shall be selected for the award; if not, the bid from group C

which as a result of the comparison under paragranh (c) is the

lowest evaluated bid shall be selected.

C. Review of Procurement Decisions by the Bank

1. Review of invitations to bid and of proposed awards and final

contracts:

With respect to all contracts estimated to cost the equivalent

of $200,000 or more:

(a) Before bids are invited, Romagrimex (or such other Romanian

Foreign Trade Enterprise as the Borrower and the Bank may hereafter

otherwise agree) shall furnish to the Bank, for its comments, the

text of the invitations to bid and the specifications and other

bidding documents, together with a description of the advertising

procedures to be followed for the bidding, and shall make such

modifications in the said documents or procedures as the Bank shall

- 29 -

reasonably request. Any further modification to the bidding docu-

ments shall require the Bank's concurrence before it is issued to

the prospective bidders.

(b) Promptly after the bids have been received, Romagrimex

or the Romanian Foreign Trade Enterprise concerned, as the case may

require, shall inform the Bank of the names of the bidders and

the respective amounts of the bids.

(c) After bids have been evaluated, Romagrimex or the Romanian

Foreign Trade Enterprise concerned, as the case may require, shall,before a final decision on the award is made, inform the Bank of

the name of the bidder to which the contract is intended to be

awarded and the reasons for the intended award and shall furnish

to the Bank, in sufficient time for its review, a detailed report

on the evaluation and comparison of the bids received, together

with the recommendation for award and such other information as

the Bank shall reasonably request. The Bank shall, if it determines

that the intended award would be inconsistent with the Guidelines

or this Schedule, promptly inform Romagrimex or the Romanian Foreign

Trade Enterprise concerned, as the case may require, and state the

reasons for such determination.

(d) The terms and conditions of the contract shall not, with-

out the Bank's concurrence, materially differ from those on which

bids were asked.

(e) Two conformed copies of the contract shall be furnished

to the Bank promptly after its execution and prior to the submis-

sion to the Bank of the first application for withdrawal of funds

from the Loan Account in respect of such contract.

- 30 -

2. With respect to each contract to be financed out of the pro-

ceeds of the Loan and not governed by the preceding paragraph,

Romagrimex or the Romanian Foreign Trade Enterprise concerned, as

the case may require, shall furnish to the Bank, promptly after

its execution and prior to the submission to the Bank of the first

application for withdrawal of funds from the Loan Account in re-

spect of such contract, two conformed copies of such contract,

together with the analysis of the respective bids, recommendations

for award and such other information as the Bank shall reasonably

request. The Bank shall, if it determines that the award of the

contract was not consistent with the Guidelines or this Schedule,

promptly inform Romagrimex or the Romanian Foreign Trade Enterprise

concerned, as the case may require, and state the reasons for such

determination.