OFICIA CREDIT NUMBER 1091 BDDOCUMENTS

Development Credit Agreement(Bakhrabad Gas Development Project)

between

PEOPLE'S REPUBLIC OF BANGLADESH

and

INTERNATIONAL DEVELOPMENT ASSOCIATION

Dated /41, 1981

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CREDIT NUMBER 1091 BD

DEVELOPMENT CREDIT AGREEMENT

AGREEMENT, dated <*6Ad?/ 4mf /3 , 1981, between

PEOPLE'S REPUBLIC OF BANGLADESH (hereinafter called the Borrower)

and INTERNATIONAL DEVELOPMENT ASSOCIATION (hereinafter called the

Association).

WHEREAS (A) the Borrower has requested the Association to

assist in the financing of the Project described in Schedule 2 to

this Agreement by extending the Credit as hereinafter provided;

(B) Parts A through E of the Project will be carried out by

Bakhrabad Gas System Limited (hereinafter called BGSL), a company

established under the laws of the Borrower, with the Borrower's

assistance and, as part of such assistance, the Borrower will

relend to BGSL part of the proceeds of the Credit as hereinafter

provided;

(C) WHEREAS Parts F (i) and (iv) of the Project will be

carried out by Bangladesh Oil and Gas Corporation (hereinafter

called Petrobangla) a corporation established under the Borrower's

Bangladesh Industrial Enterprises (Nationalization) Order 27 of

1972 (Presidential Order 27 of 1972), with the Borrower's

assistance and, as part of such assistance, the Borrower will

relend to Petrobangla part of the proceeds of the Credit as

hereinafter provided;

(D) the Borrower intends to contract from the OPEC Fund

for International Development (hereinafter called the OPEC Fund)

"a loan" (hereinafter called the OPEC Loan) in an amount of

$21,000,000 equivalent to assist in the financing of the Project

on the terms and conditions set forth in an agreement (hereinafter

referred to as the OPEC Loan Agreement) to be entered into between

the Borrower and the OPEC Fund;

(E) the Borrower intends to contract from the Overseas

Economic Cooperation Fund (hereinafter called OECF), an agency of

the Government of Japan, a loan (hereinafter called the OECF Loan)

in an amount of $26,000,000 equivalent to assist in the financing

of the Project on the terms and conditions set forth in an agree-

ment (hereinafter called the OECF Loan Agreement) to be entered

into between the Borrower and OECF; and

WHEREAS the Association has agreed, on the basis inter alia

of the foregoing, to extend the Credit to the Borrower upon the

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terms and conditions hereinafter set forth and in the BGSL andPetrobangla Project Agreements of even date herewith between theAssociation and BGSL, and between the Association and Petrobanglarespectively;

NOW THEREFORE the parties hereto hereby agree as follows:

ARTICLE I

General Conditions; Definitions

Section 1.01. The parties to this Agreement accept all theprovisions of the General Conditions Applicable to DevelopmentCredit Agreements of the Association, dated June 30, 1980, withthe same force and effect as if they were fully set forth herein(said General Conditions Applicable to Development CreditAgreements of the Association being hereinafter called theGeneral Conditions).

Section 1.02. Wherever used in this Agreement, unless thecontext otherwise requires, the several terms defined in theGeneral Conditions and in the Preamble to this Agreement havethe respective meanings therein set forth and the followingadditional terms have the following meanings:

(a) "BGSL Project Agreement" means the agreement between theAssociation and BGSL of even date herewith, as the same may beamended from time to time, and such term includes all schedules tothe BGSL Project Agreement and all agreements supplemental to theBGSL Project Agreement;

(b) "Petrobangla Project Agreement" means the agreementbetween the Association and Petrobangla of even date herewith, asthe same may be amended from time to time, and such term includesall schedules to the Petrobangla Project Agreement and all agree-ments supplemental to the Petrobangla Project Agreement;

(c) "BGSL Subsidiary Loan Agreement" means the agreement tobe entered into between the Borrower and BGSL pursuant to Section3.01 (b) of this Agreement, as the same may be amended from timeto time, and such term includes all schedules to the BGSL Subsi-diary Loan Agreement;

(d) "Petrobangla Subsidiary Loan Agreement" means theagreement to be entered into between the Borrower and Petrobangla

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pursuant to Section 3.01 (c) of this Agreement, as the same maybe amended from time to time, and such term includes all schedulesto the Petrobangla Subsidiary Loan Agreement;

(e) "TCF" means a trillion (1,000,000,000,000) cubic feet;and

(f) "Taka" means the currency of the Borrower;

ARTICLE II

The Credit

Section 2.01. The Association agrees to lend to the Borrower,on the terms and conditions in the Development Credit Agreementset forth or referred to, an amount in various currencies equiva-lent to sixty four million seven hundred thousand Special DrawingRights (SDR 64,700,000).

Section 2.02. The amount of the Credit may be withdrawn fromthe Credit Account in accordance with the provisions of Schedule1 to this Agreement, as such Schedule may be amended from time to

time by agreement between the Borrower and the Association, forexpenditures made (or, if the Association shall so agree, to bemade) in respect of the reasonable cost of goods and servicesrequired for the Project and to be financed out of the proceedsof the Credit.

Section 2.03. Except as the Association shall otherwiseagree, procurement of the goods and civil works to be financed outof the proceeds of the Credit, shall be governed by the pro-visionsset forth or referred to in Section 2.03 of the BGSL andPetrobangla Project Agreements, respectively.

Section 2.04. The Closing Date shall be December 31, 1984 orsuch later date as the Association shall establish. The Associa-tion shall promptly notify the Borrower of such later date.

Section 2.05. The Borrower shall pay to the Association aservice charge at the rate of three-fourths of one per cent (3/4of 1%) per annum on the principal amount of the Credit withdrawnand outstanding from time to time.

Section 2.06. Service charges shall be payable semiannuallyon March 15 and September 15 in each year.

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Section 2.07. The Borrower shall repay the principal amountof the Credit in semiannual installments payable on each March 15and September 15 commencing March 15, 1991, and ending Septem-ber 15, 2030, each installment to and including the installmentpayable on September 15, 2000, to be one-half of one per cent (1/2of 1%) of such principal amount, and each installment thereafterto be one and one-half per cent (1-1/2%) of such principal amount.

Section 2.08. The currency of the United Kingdom of GreatBritain and Northern Ireland is hereby specified for the purposesof Section 4.02 of the General Conditions.

ARTICLE III

Execution of the Project

Section 3.01. (a) Without any limitation or restrictionupon any of its other obligations under the Development CreditAgreement, the Borrower shall cause BGSL and Petrobangla toperform in accordance with the provisions of the BGSL ProjectAgreement and the Subsidiary Loan Agreement, and the PetrobanglaProject Agreement, all the obligations therein set forth, shalltake and cause to be taken all action, including the provision offunds, facilities, services and other resources, necessary orappropriate to enable BGSL and Petrobangla to perform such obliga-tions, and shall not take or permit to be taken any action whichwould prevent or interfere with such performance.

(b) The Borrower shall relend the proceeds of the Credit forfinancing consultant and technical services under Parts A and Bof the Project and for carrying out Parts C through E of theProject, to BGSL under a subsidiary loan agreement to be enteredinto between the Borrower and BGSL under terms and conditionswhich shall be satisfactory to the Association, as set forth inSchedule 3 to this Agreement.

(c) The Borrower shall relend the proceeds of the Credit forcarrying out Parts F (i) and (iv) of the Project, to Petrobanglaunder a subsidiary loan agreement to be entered into between theBorrower and Petrobangla under terms and conditions which shallbe satisfactory to the Association, as set forth in Schedule 3 tothis Agreement.

(d) Without limitation on the provision of sub-section(a) above, the Borrower shall make available, as and when needed:

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(i) all local funds, in the form of equity inBGSL, needed for carrying out Parts A through E of

the Project and for initial working capitalrequirements to start up operations followingProject completion;

(ii) all foreign currency funds to complete the

Project; and

(iii) all local and foreign currency funds to developadditional gas production from the Project area

and, to the extent required by Section 3.05 ofthis Agreement, from the Titas and Habiganj gasfields together with an interconnecting trans-mission pipeline, sufficient to meet domesticmarket gas demand in Chittagong until the year2000.

(e) The Borrower shall exercise its rights under theSubsidiary Loan Agreement in such manner as to protect the

interests of the Borrower and the Association and to accomplishthe purposes of the Credit, and except as the Association shallotherwise agree, the Borrower shall not assign, amend, abrogate orwaive the Subsidiary Loan Agreement or any provision thereof.

Section 3.02. The Borrower shall carry out the studies under

Parts F (ii) and (iii) of the Project with the assistance of

consultants whose qualifications, experience and terms and con-

ditions of employment shall be satisfactory to the Association.The said study under Part F (ii) of the Project will ascertain theappropriate levels of gas prices and net revenues to gas distri-butors so as to achieve inter alia the following objectives:

(i) financial viability of gas distributors;

(ii) efficient mobilization of resources for the Bor-rower's economy.

Section 3.03. Except as otherwise mutually agreed between the

Borrower and the Association, the Borrower shall:

(a) give all necessary approvals to increases in gas pricesby BGSL to meet the requirements specified in Section 4.03 (b) (i)of the BGSL Project Agreement;

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(b) increase by no later than June 30, 1981, the national

average price of gas to consumers, by at least 20% over the

existing price, and thereafter periodically increase national gas

prices to fully reflect domestic inflation. Such periodic price

increases should take into account movements in the international

price of fuel oil and, in addition, should provide a margin for

domestic resource mobilization; and

(c) review annually with the Association its proposals to

meet the objectives specified in sub-sections (a) and (b) above.

Section 3.04. (a) The Borrower shall take or cause to be

taken all such action as shall be necessary to acquire as and

when needed all such land and rights in respect of land as shall

be required for the construction (and operation) of the facilities

included in the Project and shall furnish to the Association,

promptly after such acquisition, evidence satisfactory to the

Association that such land and rights in respect of land are

available for purposes related to the Project.

(b) Without limitation on the generality of the provision of

sub-section (a) above, the Borrower shall acquire a right of way

of not less than 50 feet in total width for the pipeline route

from the Bakhrabad gas field to the city gate station at Chitta-

gong.

Section 3.05. The Borrower shall develop and make available

or cause to be developed and made available to BGSL sufficient gas

to meet domestic gas demand at Chittagong through the year 2000.

Section 3.06. (a) The Borrower shall ensure that 1.6 TCF of

proven in-place reserves at Bakhrabad gas field are committed to

the Chittagong market.

(b) The Borrower shall ensure that not less than 1.0 TCF

of proven in-place gas reserves from the Titas and Habiganj gas

fields are committed to the Chittagong market until such time as,

besides the present proven in-place gas reserves of 1.6 TCF re-

quired under sub-section (a) above, an additional 1.0 TCF of

proven in-place gas reserves and deliverability are established

from the Bakhrabad gas field or other alternative gas fields and

committed for the Chittagong market.

(c) Notwithstanding any other provision to the contrary,

except as may be mutually agreed between the Borrower and the

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Association, the Borrower's commitment of a total of 2.6 TCFproven in-place gas reserves in the manner required under sub-

sections (a) and (b) above, shall take precedence over all ofthe Borrower's other commitments of proven in-place gas reserves.

ARTICLE IV

Other Covenants

Section 4.01. The Borrower shall maintain or cause to bemaintained records adequate to reflect in accordance with

consistently maintained apDropriate accounting practices the

expenditures in respect of Parts F (ii) and (iii) of the Project,of the departments or agencies of the Borrower responsible for

carrying out Parts F (ii) and (iii) of the Project.

Section 4.02. Unless the Association shall otherwise agree,and apart from the Borrowers existing urea plants and the ureaplant already proposed to be constructed at Ghorasal, the Borrower

shall locate its next new urea plant at Chittagong.

ARTICLE V

Remedies of the Association

Section 5.01. For the purposes of Section 6.02 of the GeneralConditions the following addiLional events are specified pursuantto paragraph (h) thereof:

(a) BGSL shall have failed to perform any covenant, agree-ment or obligation of BGSL under the BGSL Project Agreement or theBGSL Subsidiary Loan Agreement;

(b) Petrobangla shall have failed to perform any covenant,agreement or obligation of Petrobaugla under the PetrobanglaProject Agreement or the Petrobangla Subsidiary Loan Agreement;

(c) an extraordinary situation shall have arisen which

shall make it improbable that BGSL or Petrobangla will be able toperform their respective obligations under the BGSL ProjectAgreement or the Subsidiary Loan Agreement or Petrobangla ProjectAgreement;

(d) BGSL's Memorandum or Articles of Association shall

have been amended, suspended, abrogated, repealed or waived in

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such a way as to affect materially and adversely the ability ofBGSL to carry out the covenants, agreements and obligationsset forth in the BGSL Project Agreement or the Subsidiary LoanAgreement;

(e) The Bangladesh Industrial Enterprises (Nationalization)Order 27 of 1972 (Presidential Order 27 of 1972), shall have beenamended, suspended, abrogated or repealed in such a way as toaffect materially and adversely the ability of the Petrobangla tocarry out the covenants, agreements and obligations set forth inthe Petrobangla Project Agreement;

(f) the Borrower or any other authority having jurisdictionshall have taken any action, without the Association's priorconsent, for the dissolution or disestablishment of BGSL orPetrobangla or for the suspension of either of their operations;

(g) a subsidiary or any other entity shall have been createdor acquired or taken over by BGSL, if such creation, acquisitionor taking over would adversely affect the conduct of BGSL'sbusiness or BGSL's financial situation or the efficiency of BGSL'smanagement and personnel or the carrying out its part of theProject;

(h) BGSL shall be unable to pay its debts as they matureor any action or proceeding shall have been taken whereby any ofthe property of BGSL shall or may be distributed among its credi-tors;

(i) the Borrower shall, withou,. the prior consent of theAssociation, transfer, or permit to be transferred, beneficialownership of any shares of BGSL, or the rights appertainingthereto, to any person, association or entity other than theBorrower; and

(j) (i) Subject to subparagraph (ii) of this paragraph:

(A) The right of the Borrower to withdraw the proceedsof any loan made to the Borrower for the financingof the Project shall have been suspended, cancelledor terminated in whole or in part, pursuant tothe terms of the agreement providing therefor,or

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(B) any such loan shall have become due and payableprior to the agreed maturity thereof.

(ii) Subparagraph (i) of this paragraph shall notapply if: (A) such suspension, cancellation,termination or prematuring is not caused by thefailure of the Borrower to perform any of itsobligations under such agreement, and (B) adequatefunds for the Project are available to the Borrowerfrom other sources on terms and conditions consis-tent with the obligations of the Borrower underthis Agreement.

Section 5.02. For the purposes of Section 7.01 of the General

Conditions, the following additional events are specified pursuantto paragraph (d) thereof:

(a) any event specified in paragraphs (a), (b) and (j) (i)(A) of Section 5.01 of this Agreement shall occur and shall

continue for a period of 60 days after notice thereof shall havebeen given by the Association to the Borrower and BGSL; and

(b) any event specified in paragraphs (c) through (i) andparagraph (j) (i) (B) of Section 5.01 of this Agreement shalloccur.

ARTICLE VI

Effective Date; Termination

Section 6.01. The following events are specified as addi-tional conditions to the effectiveness of the Development CreditAgreement within the meaning of Section 12.01 (b) of the GeneralConditions:

(a) the BGSL Subsidiary Loan Agreement has been executed onbehalf of the Borrower and BGSL pursuant to Section 3.01 (b) ofthis Agreement;

(b) the Petrobangla Subsidiary Loan Agreement has beenexecuted on behalf of the Borrower and Petrobangla pursuant toSection 3.01 (c) of this Agreement;

(c) all conditions precedent to the effectiveness of theOPEC Loan Agreement referred to in Recital (C) to this Agreement,

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other than (if applicable) the effectiveness of this Agreement,have been satisfied;

(d) all conditions precedent to the effectiveness of theOECF Loan Agreement referred to in Recital (D) to this Agreement,other than (if applicable) the effectiveness of this Agreement,have been satisfied;

(e) the key staff as required by Section 2.08 of the BGSLProject Agreement shall have been appointed by BGSL; and

(f) the Project Proforma shall have been approved by theBorrower.

Section 6.02. The following are specified as additionalmatters, within the meaning of Section 12.02 (b) of the GeneralConditions, to be included in the opinion or opinions to befurnished to the Association:

(a) that the BGSL Project Agreement has been duly authorizedor ratified by BGSL, and is legally binding upon BGSL in accord-ance with its terms;

(b) that the BGSL Subsidiary Loan Agreement has been dulyauthorized or ratified by the Borrower and BGSL and is legallybinding upon the Borrower and BGSL in accordance with its terms;

(c) that the Petrobangla Subsisidiary Loan Agreement hasbeen duly authorized or ratified by the Borrower and Petrobanglaand is legally binding upon the Borrower and Petrobangla inaccordance with its terms; and

(d) that the Petrobangla Project Agreement has been dulyauthorized or ratified by Petrobangla, and is legally binding uponPetrobangla in accordance with its terms.

Section 6.03. The date ./s4VVAU4- 141 (98/) is hereby speci-fied for the purposes of Section 12.04 of the General Conditions.

Section 6.04. The obligations of the Borrower under Section3.03 of this Agreement and the provisions of Section 5.02 of thisAgreement shall cease and determine on the date on which theDevelopment Credit Agreement shall terminate or on a date 20 yearsafter the date of this Agreement, whichever shall be the earlier.

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ARTICLE VII

Representative of the Borrower; Addresses

Section 7.01. Any Secretary, Additional Secretary, JointSecretary or Deputy Secretary of the External Resources Divisionof the Ministry of Finance of the Borrower is designated asrepresentative of the Borrower for the purposes of Section 11.03of the General Conditions.

Section 7.02. The following addresses are specified for thepurpose of Section 11.01 of the General Conditions:

For the Borrower:

External Resources DivisionMinistry of FinanceGovernment of the People's Republic

of BangladeshDacca, Bangladesh

Cable address: Telex:

BAHIRSAMPAD BahisampadDacca, Bangladesh Dacca, Bangladesh

For the Association:

International Development Association1818 H Street, N.W.Washington, D.C. 20433United States of America

Cable address: Telex:

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

64145 (WUI)

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

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Columbia, United States of America, as of the day and year firstabove written.

PEOPLE'S REPUBLIC OF BANGLADESH

Authorized Representativeon behalf of the President

INTERNATIONAL DEVELOPMENT ASSOCIATION

By ipl o.Regional Vice President

South Asia

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SCHEDULE 1

Withdrawal of the Proceeds of the Credit

1. The table below sets forth the Categories of items to befinanced out of the proceeds of the Credit, the allocation of theamounts of the Credit to each Category and the percentage ofexpenditures for items so to be financed in each Category:

Amount of theCredit Allocated % of(Expressed in Expenditures

Category SDR Equivalent) to be Financed

(1) Civil works 23,510,000 100% of foreign(pipe laying) expenditures

(2) Materials, equip-ment and spares:

(a) Part F of 770,000 ( 100% of foreignthe Project ( expenditures,

( 100% of local(b) All other 29,900,000 ( expenditures

Parts of ( ex-factory, andthe Project ( 70% of other

( local expendi-( tures

(3) Consultants'services:

(a) engineering, 3,810,000 (management (and super- (vision ( 100% of foreign

( expenditures(b) technical 2,670,000 (

assistance (and studies (

(4) Training 990,000 100% of foreignexpenditures

(5) Unallocated 3,050,000

TOTAL 64,700,000

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2. For the purposes of this Schedule:

(a) the term "foreign expenditures" means expenditures inthe currency of any country other than the Borrower and for goodsor services supplied from the territory of any country other thanthe Borrower; and

(b) the term "local expenditures" means expenditures inthe currency of the Borrower and for gbods or services suppliedfrom the territory of the Borrower.

3. The disbursement percentages have been calculated in com-pliance with the policy of the Association that no proceeds of theCredit shall be disbursed on account of payments for taxes leviedby, or in the territory of, the Borrower on goods or services, oron the importation, manufacture, procurement or supply thereof; tothat end, if the amount of any such taxes levied on or in respectof any item to be financed out of the proceeds of the Creditdecreases or increases, the Association may, by notice to theBorrower, increase or decrease the disbursement percentage thenapplicable to such item as required to be consistent with theaforementioned policy of the Association.

4. Notwithstanding the provisions of paragraph I above, nowithdrawals shall be made in respect of payments made for:

(a) expenditures prior to the date of this Agreement; and

(b) expenditures under Category (4) of paragraph 1 aboveuntil and unless a training program for BGSL staff, satisfactoryto the Association, shall have been furnished by BGSL to theAssociation.

5. Notwithstanding the allocation of an amount of the Credit orthe disbursement percentages set forth in the table in paragraph 1above, if the Association has reasonably estimated that the amountof the Credit then allocated to any Category will be insufficientto finance the agreed percentage of all expenditures in that Cate-gory, the Association may, by notice to the Borrower: (i) reallo-cate to such Category, to the extent required to meet the esti-mated shortfall, proceeds of the Credit which are then allocatedto another Category and which in the opinion of the Associationare not needed to meet other expenditures, and (ii) if such re-allocation cannot fully meet the estimated shortfall, reduce thedisbursement percentage then applicable to such expenditures in

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order that further withdrawals under such Category may continueuntil all expenditures thereunder shall have been made.

6. If the Association shall have reasonably determined that theprocurement of any item in any Category is inconsistent with theprocedures set forth or referred to in this Agreement, no expendi-tures for such item shall be financed out of the proceeds of theCredit and the Association may, without in any way restricting orlimiting any other right, power or remedy of the Association underthe Development Credit Agreement, by notice to the Borrower, can-cel such amount of the Credit as, in the Association's reascu..bleopinion, represents the amount of such expenditures which wouldotherwise have been eligible for financing out of the proceeds ofthe Credit.

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SCHEDULE 2

Description of the Project

The Project consists of the following Parts:

Part A:

Development of the Bakhrabad gas field consisting of (i)drilling of 4 deviated wells in the culmination known as B-1 todepths in the range of 9,000 to 15,000 feet from an earthen pad ofabout 300 feet by 400 feet in area and about 12 feet in height,and (ii) re-working and completion for production purposes of theexisting well known as BK-l.

Part B:

Engineering and construction of flow lines, each of 6-inchdiameter, from the well heads under Part A above to a central areain Bakhrabad, together with metering, pressure regulating, separa-tion and dehydration, odorizing, storage and transfer facilities.

Part C:

Engineering and construction of 24-inch buried gas transmis-sion pipeline about 110 miles long, from the central area facili-ties provided under Part B above, to a city gate station outsideChittagong.

Part D:

Engineering and construction of a gas distribution systemin Chittagong (including pressure regulating, metering, operatingand maintenance facilities and service pipelines to consumers),consisting of (i) about 12 miles of 20-inch transmission pipelinefrom the city gate station to Eastern Refinery Limited and thesteel mills area, (ii) about 14 miles of 16-inch transmissionpipeline from Eastern Refinery Limited the steel mills area tothe proposed Chittagong urea plant and to the Chittagong powerstation, including about 0.6 miles of twin 12-inch river crossingsat Karnafuli river, and (iii) about 29 miles of 10-inch trans-mission pipeline from a point about 4.5 miles south of the citygate station on the 20-inch pipeline provided under Part D (i)above to the Karnafuli paper mills and serving the Nasirabad andKalurghat industrial estates.

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Part E: Training

The carrying out of a training program or programs foroperation, maintenance and administrative functions of BGSLconsisting of local and overseas technical courses and on-the-jobtraining.

Part F: Studies

(i) Seismic surveys and processing and interpretation ofseismic data with a view to identifying prospectiveareas for possible exploratory drilling;

(ii) A study of appropriate levels of gas tariffs;

(iii) A study of options for utilization of the Borrower'sgas resources;

(iv) A study of the technical, financial and economicfeasibility of converting gasoline and diesel auto-motive engines to use compressed natural gas, togetherwith carrying out a small pilot conversion program.

The Project will be carried out with the assistance ofconsultants and technical services.

The Project is expected to be completed by June 30, 1984.

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SCHEDULE 3

Onlending Terms to BGSL and Petrobangla

A. To BGSL

1. Amount - $80,500,000

2. Repayment period - 15 years inclusive of

5 years grace period

3. Interest rate - 12% per annum

4. Foreign exchange risk - to be borne by Borrower

B. To Petrobangla

1. Amount - $4,000,000

2. Repayment period - 50 years inclusive of10 years grace period

3. Service charge - 3/4 of 1% per annum

4. Foreign exchange risk - to be borne by Borrower

INTERNATIONAL DEVELOPMENT ASSOCIATION

CERTIFICATE

I hereby certify that the foregoing is a true

copy of the original in the archives of the Interna-

tional Development Association.

In witness whereof I have signed this Certifi-

cate and affixed the Seal of the Association

thereunto the day of

198L.

FORSECRETARY