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Public Disclosure Authorized OrFICIA LOAN NUMER 2161 YU DOCUMENTS Loan Agreement Public Disclosure Authorized (Semberija Drainage Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEYLOPMET and Public Disclosure Authorized PRIVREDNA BANEA SARAJEVO - UDRUZENA BANKA Dated , 1982 Public Disclosure Authorized LOAN NUMBIR 2161 YU LOAN AGRL2MENT AGREEMENT, dated L - < -9 1982, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (herein- after called the Bank) and PRIVREDNA BANKA SARAJEVO - UDRUZENA BANKA (hereinafter called the Borrower), acting pursuant to its Self-Management Agreement and Statutes, both on its own behalf and on behalf of its Basic Banks (as this term is hereinafter defined). WHEREAS (A) the Borrower has requested the Bank to assist in the financing of the Project described in Schedule 2 to this Agreement by making the Loan as hereinafter provided; (B) by an agreement, known as the Self-Management Agreement on Mutual Cooperation and Pooling of Resources for Semberija Drainage Project (hereinafter called the Association Agreement) and entered into on May 5, 1982 among, inter alia, Radna Organi- zacija Poljoprivredno dobro UPI - "Semberija" (hereinafter called Semberija), Radna Organizacija Kooperanata UPI - "Podrinje" (hereinafter called Podrinje), Radna Organizacija Prehrambena Industrija UPI - "Sava" (hereinafter called Sava), Skupstina Optine Bijeljina (Commune Assembly of Bijeljina) (hereinafter called Bijelj.na) and Samoupravna Interesna Zajednica za Vodo- privrede Bosne i Herzegovine (Self-Managed Water Management Com- munity of Interest in Bosnia-Herzegovina) (hereinafter called SIZV BiH), Semberija, Podrinje, Sava, Bijeljina and SIZV BiH have defined their mutual rights, obligations and responsibilities with respect to the carrying out of the Project, pursuant to which, inter alia, Semberija has been vested by the other parties to the Association Agreement with the authority to be the sole investor of the Project and with the responsibility to carry out the Project, Semberija will provide resources in an amount of not less than two hundred eighty-four million Dinars (Dinars 284,000,000) for the carrying out of the Project and SIZV BiH will provide to Semberija, through the Borrower, resources in an amount of not less than three hundred twenty-seven million Dinare (Dinars 327,000,000) for the carrying out of Part A of the Pro- ject; (C) by an agreement of even date herewith (hereinafter called the Bosnia-Rerzegovina Agreement) between the Bank and the Socialist Republic of Bosnia-Herzegovina (hereinafter called -2- Bosnia-Herzegovina), Bosnia-Herzegovina has agreed to undertake certain obligations with respect to the carrying out of the Pro- ject, therein set forth; (D) the Project will be carried out by Semberija with Bosnia-Herzegovina's and the Borrower's assistance and, as part of such assistance, the Borrower will make available to Semberija the portion of the proceeds of the Loan as hereinafter provided, a contribution towards the financing of the Project out of its own resources and of the resources of its Basic Bank in Bijeljina, the resources provided to it by SIZV BiH and the resources provided by the Federal Fund and the Republic Fund for accelerating the development of the less developed Republics and regions in an amount of seven hundred thirty-nine million seven hundred thousand Dinars (Dirpars 739,700,000); and (E) the Socialist Federal Republic of Yugoslavia (herein- after called the Guarantor), in consideration of the Bank's entering into the Loan Agreement with the Borrower, has agreed to guarantee the Loan as to payment of principal, interest and other charges; WHEREAS the Bank has agreed, on the basis inter alia of the foregoing, to make the Loan available to the Borr6wer upon the terms and conditions set forth hereinafter, in 'the Bosnia- Herzegovina Agreement and in the Project Agreement of even date herewith between the Bank, Semberija and Bijeljina; NOW THEREFORE the parties hereto hereby agree as follows: 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 Guarantee Agreements of the Bank, dated October 27, 1980, with the same force and effect as if they were fully set forth herein (said General Conditions Applicable to Loan and Guarantee Agree- ments of the Bank being hereinafter called the General Cond:Itions). Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions and in the Preamble to this Agreement have the -3- respective meanings therein set forth and the following addi- tional terms have the following meanings: (a) "Project Agreement" means the agreement of even date herewith, between the Bank, Semberija and Bijeljina, as the same may be amended from time to time, and such term includes all schedules to the Project Agreement and all agreements supplemental to the Project Agreement; (b) "Self-Management Agreement of the Borrower" means the Self-Management Agreement of the Borrower, dated December 27, 1977, as amended to the date of this Agreement; (c) "Statutes of the Borrower" means the Statutes of the Borrower, dated December 27, 1977, as amended to the date of this Agreement; (d) "Self-Management Agreement of Semberija" means the Self-Management Agreement of Semberija, dated March 30, 1977, as amended to the date of this Agreement; (e) "Statutes of Semberija" means the Statutes of Semberija, dated November 8, 1979, as amended to the date of this Agreement; (f) "Subsidiary Loan Agreement" means the agreement to be entered into pursuant to Section 3.01 (b) of this Agreement, between the Borrower and Semberija, as the same may be amended from time to time; (g) "BOAL-Hydromelioration Semberija" means the basic organization of associated labor established within Semberija and to be maintained pursuant to Section 2.01 (b) of the Project Agreement; (h) "BOCFs" means the basic organizations of cooperative farmers in the Project Area, associated within Podrinje which provides said farmers with extension services; and "BOCF" means any one of the BOCFs; (i) "Project Area" means the area referred to in the preamble to Schedule 2 of this Agreement; (j) "BOAL-Water Management Semberija" means the basic. organization of associated labor established within. Radna -4- Organizacija Vodoprivrede BiH (Working Organization for. Water Management in Bosnia-Herzegonia) and responsible for water management in the Project Area; (k) "Basic Bank" means any bank which is, or shall become, a party to the Self-Management Agreement of the Borrower, pur- suant to the pertinent provisions thereof; (1) "Social Accounting Service" means the Sluzba Drustvenog Knjigovodstva referred to in Article 77 and in paXagraph (5) of Article 281 of the Guarantor's Constitution; and (m) "Dinars" and the letters "Din" mean the currency of the Guarantor. ARTICLE II The Loan Section 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions in the Loan Agreement set forth or referred to, an amount in various currencies equivalent to thirty-four million six hundred thousand dollars ($34,600,000). Section 2.02. The amount of the Loan may be withdrawn from the Loan Account in accordance with the provisions of Schedule 1 to this Agreement, as such Schedule may be amended from time to time by agreement between the Borrower and the Bank, for expendi- tures made (or, if the Bank shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Project and to be financed out of the proceeds of the Loan. Section 2.03. Except as the Bank shall otherwise agree, procurement of the goods and civil works required for the Project and to be financed out of the proceeds of the Loan shall be governed by the provisions of the Schedule to the Project Agreement. Section 2.04. The Closing Date shall be September 30, 1987 or such later datt as the Bank shall establish. The Bank shall promptly notify the Borrower and the Guarantor of such later date. Section 2.05. Not later than the Effective Date, the Borrower shall pay to the Bank an amount equivalent to five -5- hundred eleven thousand three hundred and thirty dollars ($511,330). The fee shall be payable in such currency or currencies as the Bank shall specify. In the; event that the Bank shall not have received full payment of the fee by the Effective Date, the Bank shall, on behalf of the Borrowe-, withdraw from the Loan Account and pay to itself the amount required for the full payment of the fee in the currency or currencies specified for the purpose. Section 2.06. The Borrower shall pay to the Bank a commit- ment 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 2.07. The Borrower shall pay interest at the rate of eleven and three-fifths per cent (11-3/5%) per annum on the principal amount of the Loan withdrawn and outstanding from time to time. Section 2.08. Interest and other charges shall be payable semiannually on April 1 and October 1 in each year. Section 2.09. 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 Section 3.01. (a) Without any limitation or restriction upon any of its other obligations under the Loan Agreement, the Borrower shall cause Semberija to perform in accordance with the provisions of the Project Agreement all the obligations of Semberija herein set forth, shall take or cause to be taken all action, including the provision of funds, facilities, services and other resources, necessary or appropriate to enable Semberija to perform its obligations, and shall not take or permit to be taken any action which would prevent or interfere with such performance.