Exhibit 4.8





Exhibit 4.8



EXECUTION COPY




INVESTMENT NUMBER 29759




GTLP Loan Agreement




between




BANCO DE GALICIA Y BUENOS AIRES S.A.




and




INTERNATIONAL FINANCE CORPORATION




Dated September 8, 2010



 


 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	Article/	 	 	 	 	 
	Section	 	Item	 	Page No.	 
	 
	 	 	 	 	 	 
	ARTICLE I
	 	 	 	 	6	 
	 
	 	 	 	 	 	 
	Definitions and Interpretation
	 	 	6	 
	 
	 	 	 	 	 	 
	Section 1.01.
	 	General Definitions	 	 	6	 
	Section 1.02.
	 	Financial Calculations	 	 	18	 
	Section 1.03.
	 	Interpretation	 	 	18	 
	Section 1.04.
	 	Business Day Adjustment	 	 	19	 
	 
	 	 	 	 	 	 
	ARTICLE II
	 	 	 	 	19	 
	 
	 	 	 	 	 	 
	The GTLP Facility
	 	 	19	 
	 
	 	 	 	 	 	 
	Section 2.01.
	 	Amount and Purpose	 	 	19	 
	Section 2.02.
	 	Disbursement Procedure	 	 	19	 
	Section 2.03.
	 	Interest	 	 	20	 
	Section 2.04.
	 	Default Rate Interest	 	 	22	 
	Section 2.05.
	 	Repayment	 	 	23	 
	Section 2.06.
	 	Prepayment	 	 	23	 
	Section 2.07.
	 	Fees	 	 	24	 
	Section 2.08.
	 	Currency and Place of Payment	 	 	24	 
	Section 2.09.
	 	Allocation of Partial Payments	 	 	25	 
	Section 2.10.
	 	Increased Costs	 	 	25	 
	Section 2.11.
	 	Unwinding Costs	 	 	25	 
	Section 2.12.
	 	Taxes	 	 	25	 
	Section 2.13.
	 	Illegality of Participation	 	 	25	 
	Section 2.14.
	 	Expenses	 	 	26	 
	 
	 	 	 	 	 	 
	ARTICLE III
	 	 	 	 	26	 
	 
	 	 	 	 	 	 
	Representations and Warranties
	 	 	26	 
	 
	 	 	 	 	 	 
	Section 3.01.
	 	Representations and Warranties	 	 	26	 
	Section 3.02.
	 	IFC Reliance	 	 	28	 
	 
	 	 	 	 	 	 
	ARTICLE IV
	 	 	 	 	28	 
	 
	 	 	 	 	 	 
	Conditions of Disbursement
	 	 	28	 
	 
	 	 	 	 	 	 
	Section 4.01.
	 	Conditions of First Disbursement	 	 	28	 
	Section 4.02.
	 	Conditions of All Disbursements	 	 	29	 
	Section 4.03.
	 	Conditions for IFC Benefit	 	 	31	 





 


-ii-









 





	 	 	 	 	 	 	 
	Article/	 	 	 	 	 
	Section	 	Item	 	Page No.	 
	 
	 	 	 	 	 	 
	ARTICLE V
	 	 	 	 	31	 
	 
	 	 	 	 	 	 
	Particular Covenants
	 	 	31	 
	 
	 	 	 	 	 	 
	Section 5.01.
	 	Affirmative Covenants	 	 	31	 
	Section 5.02.
	 	Negative Covenants	 	 	34	 
	Section 5.03.
	 	Financial Covenants	 	 	35	 
	Section 5.04.
	 	Reporting Requirements	 	 	36	 
	Section 5.05.
	 	Insurance	 	 	38	 
	Section 5.06.
	 	General Requirements Relating to Sub-loans	 	 	39	 
	 
	 	 	 	 	 	 
	ARTICLE VI
	 	 	 	 	40	 
	 
	 	 	 	 	 	 
	Events of Default
	 	 	40	 
	 
	 	 	 	 	 	 
	Section 6.01.
	 	Acceleration after Default	 	 	40	 
	Section 6.02.
	 	Events of Default	 	 	40	 
	Section 6.03.
	 	Bankruptcy	 	 	42	 
	 
	 	 	 	 	 	 
	ARTICLE VII
	 	 	 	 	42	 
	 
	 	 	 	 	 	 
	Miscellaneous
	 	 	42	 
	 
	 	 	 	 	 	 
	Section 7.01.
	 	Saving of Rights	 	 	42	 
	Section 7.02.
	 	Notices	 	 	42	 
	Section 7.03.
	 	English Language	 	 	43	 
	Section 7.04.
	 	Applicable Law and Jurisdiction	 	 	43	 
	Section 7.05.
	 	Disclosure of Information	 	 	45	 
	Section 7.06.
	 	Successors and Assignees	 	 	45	 
	Section 7.07.
	 	Amendments, Waivers and Consents	 	 	45	 
	Section 7.08.
	 	Counterparts	 	 	45	 





 


-iii-









 





	 	 	 	 	 	 	 
	Article/	 	 	 	 	 
	Section	 	Item	 	Page No.	 
	 
	 	 	 	 	 	 
	ANNEX A
	 	 	 	 	47	 
	INSURANCE REQUIREMENTS
	 	 	47	 
	 
	 	 	 	 	 	 
	ANNEX B
	 	 	 	 	48	 
	EXCLUSION LIST
	 	 	48	 
	 
	 	 	 	 	 	 
	ANNEX C
	 	 	 	 	49	 
	SANCTIONABLE PRACTICES
	 	 	49	 
	 
	 	 	 	 	 	 
	ANNEX D
	 	 	 	 	52	 
	IFC TRANCHE ELIGIBLE SUB-LOANS CRITERIA
	 	 	52	 
	 
	 	 	 	 	 	 
	ANNEX E
	 	 	 	 	53	 
	ESCASANY, AYERZA AND BRAUN FAMILY MEMBERS
	 	 	53	 
	 
	 	 	 	 	 	 
	SCHEDULE 1
	 	 	 	 	54	 
	FORM OF CERTIFICATE OF INCUMBENCY AND AUTHORITY
	 	 	54	 
	 
	 	 	 	 	 	 
	SCHEDULE 2
	 	 	 	 	56	 
	FORM OF REQUEST FOR DISBURSEMENT (LOAN)
	 	 	56	 
	 
	 	 	 	 	 	 
	SCHEDULE 3
	 	 	 	 	58	 
	FORM OF LOAN DISBURSEMENT RECEIPT
	 	 	58	 
	 
	 	 	 	 	 	 
	SCHEDULE 4
	 	 	 	 	59	 
	FORM OF SERVICE OF PROCESS LETTER
	 	 	59	 
	 
	 	 	 	 	 	 
	SCHEDULE 5
	 	 	 	 	60	 
	FORM OF PROMISSORY NOTE
	 	 	60	 
	 
	 	 	 	 	 	 
	SCHEDULE 6
	 	 	 	 	61	 
	FORM OF LETTER TO BORROWER’S AUDITORS
	 	 	61	 
	 
	 	 	 	 	 	 
	SCHEDULE 7
	 	 	 	 	62	 
	FORM OF INVESTMENT REPORT
	 	 	62	 





 


-iv-









 





	 	 	 	 	 	 	 
	Article/	 	 	 	 	 
	Section	 	Item	 	Page No.	 
	 
	 	 	 	 	 	 
	SCHEDULE 8
	 	 	 	 	63	 
	FORM OF ELIGIBLE SUB-LOANS STATUS REPORT.
	 	 	63	 
	 
	 	 	 	 	 	 
	SCHEDULE 9
	 	 	 	 	64	 
	INFORMATION TO BE INCLUDED IN ANNUAL REVIEW OF OPERATIONS
	 	 	64	 
	 
	 	 	 	 	 	 
	SCHEDULE 10
	 	 	 	 	65	 
	FORM OF PORTFOLIO REPORT
	 	 	65	 
	 
	 	 	 	 	 	 
	SCHEDULE 11
	 	 	 	 	67	 
	FORM OF S&E PERFORMANCE REPORT
	 	 	67	 
	 
	 	 	 	 	 	 
	SCHEDULE 12
	 	 	 	 	72	 
	SEMS PLAN
	 	 	 	 	72	 






 


-v-









 







LOAN AGREEMENT




AGREEMENT, dated September 8, 2010, between BANCO DE GALICIA Y BUENOS AIRES S.A., a financial
institution organized and existing under the laws of the Republic of Argentina (the “Borrower”),
and INTERNATIONAL FINANCE CORPORATION, an international organization established by Articles of
Agreement among its member countries including the Republic of Argentina (“IFC”) acting also as
Executing Entity for Trust Fund Nbr. TF071560.



ARTICLE I

Definitions and Interpretation




Section 1.01. Definitions. Wherever used in this Agreement, the following terms have
the meanings opposite them:



“Accounting Standards” means International Financial Reporting Standards (IFRS) promulgated by
the International Accounting Standards Board (“IASB”) (which include standards and interpretations
approved by the IASB and International Accounting Standards issued under previous constitutions),
together with its pronouncements thereon from time to time, and applied on a consistent basis or
the banking accounting standards of the Country;



“Adjusted Interest Rate Gap” means for any time period listed in the first column of the
following chart (each, a “Time Period”), the result obtained by multiplying; (i) the Interest Rate
Gap for such Time Period; by (ii) the weighting factor listed opposite such Time Period in the
second column of the following chart:



	 	 	 	 	 
	Time Period	 	Weighting Factor	 
	0 to and including 180 days
	 	 	1.0	%
	Greater than 180 days to and including 365 days
	 	 	3.5	%
	Greater than 1 year to and including 3 years
	 	 	8.0	%
	Greater than 3 years to and including 5 years
	 	 	13.0	%
	Greater than 5 years to and including 10 years
	 	 	18.0	%
	Greater than 10 years
	 	 	20.0	%






“Affiliate” means with respect to any Person, any other Person directly or indirectly
controlling, controlled by or under common control with, such Person (where “control” means the
power to direct the management or policies of a Person, directly or indirectly, provided that the
direct or indirect ownership of twenty per cent (20%) or more of the voting share capital of a
Person is deemed to constitute control of such Person, and “controlling” and “controlled” have
corresponding meanings);


 


- 6 -









 





“Aggregate Foreign Exchange Open Position” means the aggregate of all Foreign Exchange Open
Positions of the Borrower;



“Aggregate Foreign Exchange Risk Ratio” means the result obtained by dividing: (i) the
Aggregate Foreign Exchange Open Position; by (ii) Total Capital;



“Aggregate Interest Rate Risk Ratio” means the result obtained by dividing: (i) the aggregate
of all Adjusted Interest Rate Gaps in all Time Periods; by (ii) Total Capital; it being understood
that positive and negative Adjusted Interest Rate Gaps should be netted in such calculation;



“Aggregate Large Exposures Ratio” means the result obtained by dividing: (i) the aggregate of
all Large Exposures; by (ii) Total Capital;



“Aggregate Negative Maturity Gap Ratio” means for Foreign Currencies and local currencies, the
result obtained by dividing: (i) the aggregate of each Currency Maturity Gap which is a negative
number; by (ii) Total Capital;



“Amended and Restated IFC Long-Term Loan Agreement” means the amended and restated long-term
loan agreement dated as of April 27, 2004, executed and delivered, by and between the Borrower and
IFC;



“Amended and Restated IFC Subordinated Loan Agreement” means the amended and restated
subordinated loan agreement dated as of April 27, 2004, executed and delivered, by and between the
Borrower and IFC;



“AML/CFT Officer” means a senior officer of the Borrower whose duties include oversight or
supervision of the implementation and operation of, and compliance with, the Borrower’s anti-money
laundering and combating the financing of terrorism (AML/CFT) policies, procedures and controls;



“Applicable S&E Law” means all applicable statutes, laws, ordinances, rules and regulations of
the Country, including but not limited to any license, permit or other governmental Authorization
imposing liability or setting standards of conduct concerning any environmental, social, labor,
health and safety or security risks of the type contemplated by the Performance Standards;




“Argentine Central Bank” means the Banco Central de la República Argentina;



“Auditors” means Price Waterhouse & Co. or such other firm that the Borrower appoints from
time to time as its auditors pursuant to Section 5.01(c) (Affirmative Covenants);



“Authority” means any national, supranational, regional or local government or governmental,
administrative, fiscal, judicial, or government-owned body, department, commission, authority,
tribunal, agency or entity, or central bank (or any Person, whether or not government owned and
howsoever constituted or called, that exercises the functions of a central bank);



“Authorization” means any consent, registration, filing, agreement, notarization, certificate,
license, approval, permit, authority or exemption from, by or with any Authority, whether given by
express action or deemed given by failure to act within any specified time period and all
corporate, creditors’ and shareholders’ approvals or consents;


 


- 7 -









 





“Authorized Representative” means any natural person who is duly authorized by the Borrower to
act on its behalf for the purposes specified in, and whose name and a specimen of whose
signature appear on, the Certificate of Incumbency and Authority most recently delivered by the
Borrower to IFC;



“Banking Regulations” means the laws and regulations applicable to banking and financial
institutions in the Country, including any rules, regulations and/or directives issued by the
central bank or any Person exercising the functions of a central bank or that otherwise has
authority to regulate the banking sector in the Country;



“Business Day” means a day when banks are open for business in New York, New York or, solely
for the purpose of determining the applicable Interest Rate other than pursuant to Section 2.03 (f)
(ii) (Interest), London, England;



“CAO” means Compliance Advisor Ombudsman, the independent accountability mechanism for IFC
that impartially responds to environmental and social concerns of affected communities and aims to
enhance outcomes;



“Capital Stock” with respect to any Person, any and all shares, interests, rights to purchase,
warrants, options, participations or other equivalents or interests in (however designated) equity
of such Person, including any preferred stock, but excluding any debt securities convertible into
such equity;



“Category A Activity” means any activity of an Eligible Sub-borrower which is likely to have
significant adverse environmental impacts that are sensitive, diverse or unprecedented;




“Category A Client” has the meaning set forth in Section 5.01 (m) (Affirmative Covenants);



“Certificate of Incumbency and Authority” means a certificate provided to IFC by the Borrower
in the form of Schedule 1;



“Change of Control” any of the following: (i) any Person, other than one (1) or more of the
Escasany, Ayerza and Braun Family Members, (A) Controls or (B) owns, jointly or severally, directly
or indirectly, any of the Capital Stock or any of the Voting Stock of EBA Holding S.A., (ii) the
failure of EBA Holding S.A. to (A) Control and (B) own Voting Stock which (except for those matters
for which class “A” shares of Grupo Galicia have the right to only one (1) vote) has the right to
at least fifty-nine point forty-two percent (59.42%) of the total votes at shareholders meetings of
Grupo Galicia, provided that such percentage may be reduced (without constituting a “Change of
Control”) to a percentage of Voting Stock which (except for those matters for which class “A”
shares of Grupo Galicia have the right to only one (1) vote) has the right to cast a majority of
the votes at shareholders meetings of Grupo Galicia in the event that Grupo Galicia issues equity
securities by reason of any transaction not prohibited under the terms of this Agreement or any
Transaction Document (including, without limitation, the issuance of equity by the Borrower),
and/or (iii) the failure of Grupo Galicia to (A) Control the Borrower and (B) to own at least
ninety-three percent (93%) of the Capital Stock and Voting Stock of the Borrower; provided that
such percentage may be reduced (without constituting a “Change of Control”) to sixty-five percent
(65%) of the Capital Stock and Voting Stock of the Borrower in the event that the Borrower issues
equity securities by reason of any transaction not prohibited under the terms of this Agreement or
any of the Transaction Documents (including, without limitation, the issuance of equity by the
Borrower);


 


- 8 -









 






“Charter” means, with respect to the Borrower, the estatutos;



“Coercive Practice” has the meaning assigned to it in Annex C;



“Collection Account” has the meaning ascribed to the term defined and referred to in Spanish
as “Cuenta de Cobro” in the Security Documents;




“Collusive Practice” has the meaning assigned to it in Annex C;



“Consolidated” or “Consolidated Basis” means with respect to any financial statements to be
provided, or any financial calculation to be made, under or for the purposes of this Agreement the
method referred to in Section 1.02 (c) (Financial Calculations); and the entities whose accounts
are to be consolidated with the accounts of the Borrower are all the Subsidiaries of the Borrower;



“Control” means the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ownership of Voting Stock,
by contract or otherwise, and the verb “Control” and the terms “Controlling” and “Controlled” have
the meanings correlative to the foregoing; provided that any controller (veedor) appointed by the
Central Bank to oversee the operations of the Borrower shall not be construed as “Controlling” the
direction of the management and/or policies of the Borrower;




“Corrupt Practice” has the meaning assigned to it in Annex C;




“Country” means the Republic of Argentina;



“Currency Maturity Gap” means for assets and liabilities denominated in the same currency, the
difference between: (i) the aggregate of all on- and off-balance sheet assets maturing within
ninety (90) days; and (ii) the aggregate of all on- and off-balance sheet liabilities maturing
within ninety (90) days;




“Directly Export Oriented SME” means any SME with direct exports in the agribusiness sector;




“Disbursement” means any disbursement of the GTLP Facility;




“Dollars” and “$” means the lawful currency of the United States of America;



“Economic Group” means, with respect to any Person, all Persons that are Affiliates, Related
Parties or Linked Parties of such Person;



“Economic Group Exposure Ratio” means, the result obtained by dividing: (i) the Exposure of
the Borrower to any Person or Economic Group; by (ii) Total Capital;


 


- 9 -









 





“Eligible Sub-borrower” means any SME which: (i) is at least majority privately owned, i.e.,
with participation in its voting and non-voting capital by public sector entities not exceeding
forty-nine per cent (49%); (ii) has annual sales of less than sixty million Dollars ($60,000,000)
equivalent; (iii) is not a Related Party or an Affiliate of the Borrower; (iv) conducts its
business and operations primarily in the Country; (v) in case of primary agricultural farmers, it
owns land; (vi) is either a Directly Export Oriented SME or an Indirectly Export Oriented SME;
(vii) complies with the environmental requirements of the Country; and (viii) is not primarily
engaged in any of the activities on the Exclusion List;



“Eligible Sub-loan” means any loan which is made by the Borrower to an Eligible Sub-borrower
which meets all of the following criteria: (i) is denominated in Dollars; (ii) has a principal
amount not exceeding two million Dollars ($2,000,000) equivalent; (iii) is evidenced by an
agreement containing such provisions as would enable the Borrower to comply with the requirements
set out in this Agreement; (iv) is secured through a first-ranking mortgage (hipoteca) over real
estate property and/or, in the case of loans granted for the acquisition of agricultural machinery
equipment, first-ranking chattel mortgage (prenda con registro) over acquired equipment, for the
sole and exclusive benefit of the Borrower, or any other collateral structure acceptable to IFC in
its sole discretion; (v) proceeds thereof are not applied towards financing activities listed in
the Exclusion List; (vi) its grace period, amortization schedule, interest, interest payment dates
and final maturity provisions match those set forth in this Agreement in order to comply with all
relevant Security Documents, provided that, with respect to IFC Tranche Eligible Sub-loans, the
grace period thereof will be larger than that of the last IFC Tranche Eligible Sub-loans, as grace
periods will need to match the grace period of the IFC Tranche, and will decrease accordingly
depending on the timing of disbursements of the respective Eligible Sub-loans; and (vii) is
approved in full compliance with the Borrower’s internal credit underwriting policies and
standards;



“Eligible Sub-loan Documents” means all and each of the agreements and/or documents and/or
instruments (including, without limitation, promissory notes, pagarés, or any other kind of similar
instruments) evidencing, relating to, and/or in connection with, all and each of the Eligible
Sub-loans and the associated collateral securing the obligations of the respective Eligible
Sub-borrowers in connection therewith;



“Eligible Sub-loan Program” means a program for the origination and/or acquisition of certain
discrete amounts of Eligible Sub-loans, to IFC’s satisfaction, with respect to which a Disbursement
under the GTLP Facility is requested by the Borrower;



“Eligible Sub-loans Status Report” means, for all of the Eligible Sub-loans pledged by the
Borrower to IFC pursuant to the Security Documents, a report provided to IFC by the Borrower in the
form attached hereto as Schedule 8;



“Equity to Assets Ratio” means the result obtained by dividing: (i) Shareholders’ Equity; by
(ii) Total Assets;



“Escasany, Ayerza and Braun Family Members” means any members of the Escasany, Ayerza and
Braun families who are holders of Class “A” Shares of EBA Holding S.A., or their heirs, descendants
and spouses who receive shares as a result of dissolution of marriage, which holders of Class “A”
Shares and the Fundación Banco de Galicia y Buenos Aires S.A. are (to the extent applicable)
identified in the shareholders’ meeting minutes, Number 1 of EBA Holding S.A. dated October 12,
1999, and registered before the Registro Público de Comercio under number 18,036, Libro VIII, Tomo
de Sociedades por Acciones, Número Correlativo IGJ 1670663, the names of which are identified in
Annex E;


 


- 10 -









 






“Event of Default” means any one of the events specified in Section 6.02 (Events of Default);




“Exclusion List” means the list of prohibited activities set forth in Annex B;



“Exposure” means with respect to any Person or Economic Group, the aggregate of all on-balance
sheet assets (including equity) and off-balance sheet commitments and contingencies of the Borrower
to such Person or Economic Group, less any related cash collateral; provided, however, that any
on-balance sheet assets (including equity), or off-balance sheet commitments or contingencies to
the Argentine Central Bank denominated in Pesos shall not be included in the calculation of the
Exposure of the Borrower to such Person or Economic Group;




“Facility Currency” means Dollars;



“Financial Year” means the accounting year of the Borrower commencing each year on January 1
and ending on the following December 31, or such other period as the Borrower, with IFC’s consent,
from time to time designates as its accounting year;



“Fixed Assets Plus Equity Investments Ratio” means the result obtained by dividing: (i) the
aggregate of net fixed assets and equity investments, less (A) equity investments in unconsolidated
banking and financial subsidiary companies, and (B) equity investments in other banks and financial
institutions; by (ii) Total Capital;




“Foreign Currency” means any currency other than Pesos;



“Foreign Currency Maturity Gap Ratio” means for each Foreign Currency representing more than
five per cent (5%) of the Borrower’s assets, the result obtained by dividing: (i) the Currency
Maturity Gap; by (ii) Total Capital;



“Foreign Exchange Open Position” means with respect to any Foreign Currency, the absolute
difference between assets and liabilities in that Foreign Currency, after giving effect to all
Qualifying Off-Balance Sheet Hedges;




“Fraudulent Practice” has the meaning assigned to it in Annex C;



“Grupo Galicia” means Grupo Financiero Galicia S.A., a corporation organized and validly
existing under the laws of the Country;



“GTLP Facility” means the facility specified in Section 2.01 (a) (Amount and Purpose) or, as
the context requires, its principal amount from time to time outstanding;



“IFC Exposure” means with respect to any Person or Economic Group, the aggregate of all
on-balance sheet assets (including equity) and off-balance sheet commitments and contingencies of
the IFC to such Person or Economic Group, less any related cash collateral; provided, however, that
any on-balance sheet assets (including equity), or off-balance sheet commitments or contingencies
to the Argentine Central Bank denominated in Pesos shall not be included in the calculation of the
IFC Exposure to such Person or Economic Group;


 


- 11 -









 





“IFC Tranche” has the meaning ascribed thereto in Section 2.01(a)(i) (Amount and Purpose);



“IFC Tranche Eligible Sub-loans” has the meaning ascribed thereto in Section 2.01(b)(1)
(Amount and Purpose);



“IFC Tranche Interest Rate” means for any Interest Period, the rate at which interest is
payable on the IFC Tranche during that Interest Period, determined in accordance with Section 2.03
(Interest);



“Increased Costs” means the amount certified in an Increased Costs Certificate to be the net
incremental costs of, or reduction in return to, IFC, or any Participant in connection with the
making or maintaining of the GTLP Facility or its Participation that result from:




	 	(i)	 	any change in any applicable law or regulation or directive
(whether or not having force of law) or in its interpretation or application by
any Authority charged with its administration; or







	 	(ii)	 	compliance with any request from, or requirement of, any
central bank or other monetary or other Authority;






which, in either case, after the date of this Agreement: (A) imposes, modifies or makes applicable
any reserve, special deposit or similar requirements against assets held by, or deposits with or
for the account of, or loans made by, IFC or that Participant; (B) imposes a cost on IFC as a
result of IFC having made the GTLP Facility or on that Participant as a result of that participant
having acquired its Participation reduces the rate of return on the overall capital of IFC or that
Participant that it would have achieved, had IFC not made the GTLP Facility or that Participant not
acquired its Participation, (C) changes the basis of taxation on payments received by IFC in
respect of the GTLP Facility or by that Participant with respect to its Participation (otherwise
than by a change in taxation of the overall net income of IFC or that Participant imposed by the
jurisdiction of its incorporation or in which it books its Participation or in any political
subdivision of any such jurisdiction); or (D) imposes on IFC or on that Participant any other
condition regarding the making or maintaining of the GTLP Facility or that Participant’s
Participation in the GTLP Facility; but excluding any incremental costs of making or maintaining a
Participation that are a direct result of that participant having its principal office in the
Country or having or maintaining a permanent office or establishment in the Country, if and to the
extent that permanent office or establishment acquires that Participation;



“Increased Costs Certificate” means a certificate provided from time to time by IFC (based on
a certificate to IFC from any Participant) certifying: (i) the circumstances giving rise to the
Increased Costs; (ii) that the costs of IFC or, as the case may be, that Participant have increased
or the rate of return of either of them has been reduced; (iii) that, IFC or, as the case may be,
that Participant has, in its opinion, exercised reasonable efforts to minimize or eliminate the
relevant increase or reduction, and (iv) the amount of Increased Costs;



“Indirectly Export Oriented SME” means any SME operating in agribusiness indirectly export
oriented sectors, being the following considered “indirectly” export oriented sectors: (i) primary
agricultural and cattle raising, (ii) agricultural service and input providers, and (ii)
acquisition of agricultural machinery equipment;


 


- 12 -









 





“Interest Determination Date” means, except as otherwise provided in Section 2.03(f)(ii)
(Interest), the second Business Day before the beginning of each Interest Period;




“Interest Payment Date” means June 15 and December 15 in each year;



“Interest Period” means each period of six (6) months beginning on an Interest Payment Date
and ending on the day immediately before the next following Interest Payment Date, except in the
case of the first period applicable to each Disbursement when it means the period beginning on the
date on which that Disbursement is made and ending on the day immediately before the next following
Interest Payment Date;



“Interest Rate” means, indistinctively, the IFC Tranche Interest Rate and the Parallel Tranche
Interest Rate;



“Interest Rate Gap” means for any Time Period, the difference between: (i) on- and off-balance
sheet assets repricing or maturing in such Time Period, and (ii) on- and off-balance sheet
liabilities maturing or repricing in such Time Period;



“Interest Rate Risk Ratio” means for each Time Period, the result obtained by dividing: (i)
the Adjusted Interest Rate Gap for such Time Period; by (ii) Total Capital;




“Investment Report” a report in the form attached hereto as Schedule 7;



“Large Exposure” means with respect to any Person or Economic Group, the Exposure of the
Borrower to such Person or Economic Group which is in excess of ten per cent (10%) of Total
Capital;



“Liability” or “Liabilities” means with respect to any Person, the aggregate of all
obligations (actual or contingent) of such Person to pay or repay money;



“LIBOR” means the British Bankers’ Association (“BBA”) interbank offered rates for deposits in
the Facility Currency which appear on the relevant page of the Reuters Service (currently Reuters
Screen LIBOR01) or, if not available, on the relevant pages of any other service (such as Bloomberg
Financial Markets Service) that displays such BBA rates; provided that if BBA for any reason ceases
(whether permanently or temporarily) to publish interbank offered rates for deposits in the
Facility Currency, “LIBOR” shall mean the rate determined pursuant to Section 2.03 (f) (Interest);



“Lien” means any mortgage, pledge, charge, assignment, hypothecation, security interest, title
retention, preferential right, trust arrangement, right of set-off, counterclaim or banker’s lien,
privilege or priority of any kind having the effect of security, any designation of loss payees or
beneficiaries or any similar arrangement under or with respect to any insurance policy or any
preference of one creditor over another arising by operation of law;



“Linked Party” means with respect to any Person (“Person A”), each of the following: (i) each
other Person who has received a loan or other extension of credit from the Borrower and has
provided proceeds of any loan or extension of credit or assets purchased with the proceeds of any
loan or extension of credit to Person A in a transaction that is not an arm’s length arrangement;
or (ii)each other Person who has received a loan or other extension of credit from the Borrower and
has a financial interest in a common enterprise with Person A, where a common enterprise is deemed
to exist when the expected source of repayment is the same for their respective loans or extensions
of credit and neither Person A nor the other Person has another source of income from which the
loan and such Person’s other financial obligations may be fully repaid; and it is understood that
an employer will be treated as the source of repayment for credit to an employee of such employer
under this clause (ii) so that any employee shall be considered a Linked Party of its employer if
such employer has received a loan or other extension of credit from the Borrower;


 


- 13 -









 





“Long-term Debt” means that part of the Liabilities of the Borrower whose final maturity falls
due more than one year after the date it is incurred (including the current maturities thereof);



“Market Disruption Event” means that, before the close of business in London on the Interest
Determination Date for the relevant Interest Period, the cost to IFC or Participants whose
Participations in the GTLP Facility represent in the aggregate thirty per cent (30%) or more of the
outstanding principal amount of the GTLP Facility (as notified to IFC by such Participants) of
funding the GTLP Facility or such Participations (as applicable) would be in excess of LIBOR;



“Material Adverse Effect” means a material adverse effect on: (i) the Borrower, its assets or
properties; (ii) the Borrower’s business prospects or financial condition; (iii) the implementation
of, or the carrying on of, the Borrower’s business or operations; or (iv) the ability of the
Borrower to comply
with its obligations under this Agreement or under any other Transaction Document to which the
Borrower is a party;



“Net Fixed Assets” means with respect to the Borrower, (i) property and equipment, (ii) sundry
goods, (iii) expenses in organization and research, and (iv) goodwill; net of depreciation,
accumulated amortizations, and provisions;




“Note” has the meaning ascribed thereto in Section 2.02 (c) (Disbursement Procedure);




“Obstructive Practice” has the meaning assigned to it in Annex C;



“Open Credit Exposures Ratio” means the result obtained by dividing: (i) Problem Exposures
less total provisions; by (ii) Total Capital;



“Parallel Tranche” has the meaning ascribed thereto in Section 2.01(a)(ii) (Amount and
Purpose);



“Parallel Tranche Eligible Sub-loans” has the meaning ascribed thereto in Section 2.01(b)(2)
(Amount and Purpose);



“Parallel Tranche Interest Rate” means for any Interest Period, the rate at which interest is
payable on the Parallel Tranche during that Interest Period, determined in accordance with Section
2.03 (Interest);




“Participant” means any Person who acquires a Participation in the GTLP Facility;



“Participation” means a participating interest in the GTLP Facility, or as the context
requires, in any Disbursement;


 


- 14 -









 





“Performance Standards” means IFC’s Performance Standards on Social & Environmental
Sustainability, dated April 30, 2006, copies of which are available publicly on the IFC website at
http://www.ifc.org/ifcext/enviro.nsf/Content/EnvSocStandards;



“Person” means any natural person, corporation, company, partnership, firm, voluntary
association, joint venture, trust, unincorporated organization, Authority or any other entity
whether acting in an individual, fiduciary or other capacity;




“Pesos” and “AR$” means the lawful currency of the Country;



“Potential Event of Default” means any event or circumstance which would, with notice, lapse
of time, the making of a determination or any combination thereof, become an Event of Default;



“Problem Exposures” means the aggregate of: (i) Exposures where any portion of such Exposures
are, on non-accrual status, ninety (90) days or more in arrears, or for which there is otherwise
doubt that payments will be made in full; (ii) Exposures where any portion of such Exposures have
been restructured within the past twelve (12) months; (iii) assets received in lieu of payment
(including, but not limited to, real estate and equity shares); and (iv) claims on other Persons
that are unreconciled, unsettled or otherwise unresolved for ninety (90) days or longer;



“Qualifying Off-Balance Sheet Hedges” means hedging instruments with regulated banks rated
investment grade on the national scale by any of Standard & Poor’s, Moody’s Investors Service or
Fitch Ratings, Ltd.;



“Related Party” means with respect to any Person, each of the following: (i) each member of
such Person’s board of directors, supervisory board or equivalent body; (ii) each member of such
Person’s senior management; (iii) each Person holding, directly or indirectly, more than five per
cent (5%) of the voting or non-voting share capital of such Person; (iv) each of the parents,
children and siblings of the Persons falling under clauses (i) through (iii) above; (v) each of the
spouses of the Persons falling under clauses (i) through (iv) above; and (vi) each of the
Affiliates and Linked Parties of the Persons falling under clauses (i) through (v) above;



“Related Party Exposure Ratio” means the result obtained by dividing: (i) the Exposure of the
Borrower to all Related Parties, Affiliates and Linked Parties of the Borrower, less any Exposure
of the Borrower to any wholly owned operating Subsidiary of the Borrower involved in leasing,
factoring, consumer finance, mortgage finance, or merchant/investment banking; by (ii) Total
Capital;



“Relevant Financing Operations” means the on-lending operations of the Borrower financed by
the GTLP Facility; 



“Relevant Spread” means, collectively, the Relevant Spread for the IFC Tranche and the
Relevant Spread for the Parallel Tranche;




“Relevant Spread for the IFC Tranche” means 4.25% per annum;




“Relevant Spread for the Parallel Tranche” means 4.00% per annum;



“Restructured IFC Loan Agreements” means, collectively, (i) the Amended and Restated IFC
Long-Term Loan Agreement, and (ii) the Amended and Restated IFC Subordinated Loan Agreement;


 


- 15 -









 





“Restructured IFC Loans” means, collectively, all and each of the restructured loans from IFC
to the Borrower provided for in the Restructured IFC Loan Agreements;



“Risk Weighted Assets” means, with respect to the Borrower, the amount computed in accordance
with the Argentine Central Bank regulations prevailing as of the date of this Agreement;




“Risk Weighted Capital Adequacy Ratio” means the result obtained by dividing: (i) Total
Capital; by (ii) Risk Weighted Assets;



“Sanctionable Practice” means any Corrupt Practice, Fraudulent Practice, Coercive Practice,
Collusive Practice, or Obstructive Practice, as those terms are defined herein and interpreted in
accordance with the Anti-Corruption Guidelines attached to this Agreement as Annex C;



“Security” the security created by or pursuant to the Security Documents to secure all amounts
owing by the Borrower to IFC under this Agreement and the Transaction Documents;



“Security Documents” the documents providing for the Security, consisting of (i) a
first-ranking credit pledge (prenda de créditos) over all and each of the IFC Tranche Eligible
Sub-loans to secure the Borrower’s obligations with respect to the IFC Tranche; (i) a first-ranking
credit pledge (prenda de créditos) over all and each of the Parallel Tranche Eligible Sub-loans to
secure the
Borrower’s obligations with respect to the Parallel Tranche, in both cases including, without
limitation, all and each of the respective Eligible Sub-loan Documents, for the sole and exclusive
benefit of IFC, provided that the GTLP Facility will be structured to be a self-liquidating
transaction, whereby the financing terms of the respective Tranche of the GTLP Facility and the
financing terms of the IFC Tranche Eligible Sub-loans or the Parallel Tranche Eligible Sub-loans,
as the case may be, will match in a way so that all proceeds out of Eligible Sub-loans’ repayment
will be directly passed through to an IFC account for purposes of further payments to IFC of
amounts owed under the GTLP Facility; and (iii) all and any other document, instrument and/or
agreement relating to, and/or in connection with, any of the foregoing (including, without
limitation, documents providing for the administration and management of the pledged Eligible
Sub-loans);



“Security-to-Loan Ratio” means, on any relevant date of calculation, the result obtained by
dividing (A) the sum of (i) the aggregate principal amount outstanding owed as of such date by the
Eligible Sub-borrowers under the Eligible Sub-loans in respect of which the Security has been
created and fully perfected as of such date plus (ii) the aggregate amount of all cash deposited
and credited into the Collection Account as of such date; by (B) the aggregate principal amount
outstanding owed by the Borrower to IFC under this Agreement as of such date;



“SEMS Officer” means a senior officer of the Borrower to be responsible for administration and
oversight of the S&E Management System, initially appointed in accordance with Section 4.01 (j)
(Conditions of First Disbursement);



“SEMS Plan” means the plan set forth in Schedule 12, setting forth in reasonable detail the
specific measures, modifications and enhancements to be implemented by the Borrower in respect of
the S&E Management System;


 


- 16 -









 





“Significant Subsidiary” any Subsidiary of the Borrower in which the Borrower’s and its other
Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of the
Subsidiary exceeds five per cent (5%) of the total assets of the Borrower and its Subsidiaries
consolidated as of the end of the most recently completed Fiscal Year; provided that such
percentage shall be eleven per cent (11%) in the case of Subsidiaries not organized under the laws
of the Country;



“SME” means small and medium-sized enterprises, incorporated in the Country and active in the
agribusiness sector;



"S&E Management System” means the social and environmental management system of the Borrower,
as implemented and/or in effect from time to time, that enables the Borrower to identify, assess
and manage the social and environmental risks in respect of the Relevant Financing Operations in
accordance with the S&E Requirements;



“S&E Performance Report” means a written report prepared by the Borrower, substantially in the
form of Schedule 11, evaluating the social and environmental performance of Eligible Sub-borrowers
for the previous fiscal year, describing in reasonable detail (i) implementation and operation of
the S&E Management System and (ii) the environmental and social performance of the Eligible
Sub-borrowers;



“S&E Requirements” means the social and environmental obligations to be undertaken by the
Eligible Sub-borrowers to ensure compliance with: (i) the Exclusion List; (ii) Applicable S&E
Laws; (iii) the Performance Standards, and (iv) any other requirements established by the S&E
Management System;




“Shareholders Equity” means total equity as calculated under the Accounting Standards;



“Shell Bank” means a bank incorporated in a jurisdiction in which it has no physical presence
and which is not an Affiliate of a regulated (i) bank or (ii) financial group;



“Single Currency Foreign Exchange Risk Ratio” means for each Foreign Currency, the result
obtained by dividing: (i) the Foreign Exchange Open Position; by (ii) Total Capital;



“Subsidiary” means, with respect to any Person, any entity over 50% of whose capital is owned,
directly or indirectly, by that Person; or for which that Person may nominate or appoint a majority
of the members of the board of directors or persons performing similar functions; or which is
otherwise effectively controlled by that Person;



“Taxes” means any present or future taxes, withholding obligations, duties and other charges
of whatever nature levied by any Authority;




“Time Period” has the meaning set forth in the definition of Adjusted Interest Rate Gap;




“Total Assets” means total assets, as calculated under the Accounting Standards;



“Total Capital” means the Borrower’s “Responsabilidad Patrimonial Computable” as defined by
the Argentine Central Bank regulations prevailing as of the date of this Agreement;


 


- 17 -









 






“Tranche” means, indistinctively, the IFC Tranche or the Parallel Tranche;



“Transaction Documents” means (i) this Agreement; (ii) the Security Documents; and (iii) all
and any agreement, documents and/or instruments relating to, and/or in connection with, the above
referred documents and agreements;



“Voting Stock” means with respect to a Subsidiary or an Affiliate, any stock of the class or
classes having general voting power under ordinary circumstances to elect at least a majority of
the board of directors, managers or trustees of such Person; provided that for the purposes hereof,
stock which carries only the right to vote conditionally on the happening of an event shall not be
considered Voting Stock, whether or not such event shall have happened; and



“World Bank” means the International Bank for Reconstruction and Development, an international
organization established by Articles of Agreement among its member countries.



Section 1.02. Financial Calculations. (a) All financial calculations to be made
under, or for the purposes of, this Agreement and any other Transaction Document shall be made in
accordance with the Accounting Standards and, except as otherwise required to conform to any
provision of this Agreement, shall be calculated from the then most recently issued quarterly
financial statements which the Borrower is obligated to furnish to IFC under Section 5.04 (a)
(Reporting Requirements).



(b) Where quarterly financial statements from the last quarter of a Financial Year are used
for the purpose of making certain financial calculations then, at IFC’s option, those calculations
may instead be made from the audited financial statements for such Financial Year.



(c) If a financial calculation is to be made under or for the purposes of this Agreement or
any other Transaction Document on a Consolidated Basis, that calculation shall be made by reference
to the sum of all amounts of similar nature reported in the relevant financial statements of each
of the entities whose accounts are to be consolidated with the accounts of the Borrower plus or
minus the consolidation adjustments customarily applied to avoid double counting of transactions
among any of those entities, including the Borrower.



Section 1.03. Interpretation. In this Agreement, unless the context otherwise
requires:




(a) headings are for convenience only and do not affect the interpretation of this Agreement;



(b) a reference to an Annex, Article, party, Schedule or Section is a reference to that
Article or Section of, or that Annex, party or Schedule to, this Agreement;




(c) words importing the singular include the plural and vice versa;



(d) a reference to a document includes an amendment or supplement to, or replacement or
novation of, that document but disregarding any amendment, supplement, replacement or novation made
in breach of this Agreement;



(e) a reference to a party to any document includes that party’s successors and permitted
assigns.


 


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Section 1.04. Business Day Adjustment. (a) When an Interest Payment Date is not a
Business Day, then such Interest Payment Date shall be automatically changed to the next Business
Day in that calendar month (if there is one) or the preceding Business Day (if there is not).



(b) When the day on or by which a payment (other than a payment of principal or interest) is
due to be made is not a Business Day, that payment shall be made on or by the next Business Day in
that calendar month (if there is one) or the preceding Business Day (if there is not).



ARTICLE II




The GTLP Facility




Section 2.01. Amount and Purpose. (a) Subject to the provisions of this Agreement,
IFC agrees to establish a line of credit (the “GTLP Facility”) in favor of the Borrower, made of up
to two (2) facility tranches, as follows: (i) a tranche to be applied exclusively towards
origination of a pool of Dollar-denominated long-term loans to Eligible Sub-borrowers in an amount
of up to twenty million Dollars ($20,000,000.00) (the “IFC Tranche”); and (ii) a tranche to be
applied exclusively towards origination of a pool of Dollar-denominated short-term and medium-term
loans to Eligible Sub-borrowers in an amount of up to twenty million Dollars ($20,000,000.00) (the
“Parallel Tranche”).



(b) The purpose of the GTLP Facility is to provide the Borrower with a credit line to be used
exclusively to originate (1) with funds out of the IFC Tranche, a pool of Eligible Sub-loans with
a sustainability component aimed at (y) reducing the environmental impact of agribusiness
practices
through waste-recycling and (z) improving the efficiency of limited resources use, as detailed in
Annex D (collectively, the “IFC Tranche Eligible Sub-loans”); and (2) with funds out of the
Parallel Tranche, a pool of Eligible Sub-loans to finance capital expenditure programs, expansion
capacity, or any combination thereof (collectively, the “Parallel Tranche Eligible Sub-loans”),
all of the foregoing under any relevant Eligible Sub-loan Program; provided that, (i) except as
provided in (ii) below, the maximum aggregate exposure per Eligible Sub-borrower (taking into
account, for avoidance of any doubt, IFC Tranche Eligible Sub-loans and Parallel Tranche Eligible
Sub-loans) shall never exceed two million Dollars ($2,000,000), (ii) at any time from time to
time, no more than three (3) Eligible Sub-borrowers will be allowed to hold both, an IFC Tranche
Eligible Sub-loan and a Parallel Tranche Eligible Sub-loan for a maximum aggregate amount, per
Eligible Sub-borrower, not exceeding four million Dollars ($4,000,000), and (iii) at least fifty
per cent (50%) of the aggregate amount of the Eligible Sub-loans shall be represented by Eligible
Sub-loans granted to Eligible Sub-borrowers with annual sales below twenty-five million Dollars
($25,000,000).



Section 2.02. Disbursement Procedure. (a) The Borrower may request Disbursements
under each Tranche by delivering to IFC, at least ten (10) Business Days prior to the proposed date
of Disbursement, a Disbursement request substantially in the form of Schedule 2. Each
Disbursement shall be made by IFC at a bank in New York, New York for further credit to the
Borrower’s account at a bank in the Country, or any other place acceptable to IFC, all as specified
by the Borrower in the relevant Disbursement request. Each Disbursement (other than the last one)
shall be made in an amount of not less than five million Dollars ($5,000,000), provided, however,
that the first Disbursement may be made in an amount of less than five million Dollars ($5,000,000)
but shall, in any such case, be made in an amount equal to, or greater than, two million Dollars
($2,000,000).


 


- 19 -









 





(b) The Borrower shall deliver to IFC a receipt, substantially in the form of Schedule 3,
within five (5) Business Days following each Disbursement, together with an Investment Report, in a
form reasonably satisfactory to IFC, for each Eligible Sub-loan Program for which the funds
requested to be disbursed will be used.



(c) Each Disbursement shall be evidenced by a non-endorsable promissory note (pagaré), payable
on demand, for the aggregate principal amount of such Disbursement (each such promissory note, a
“Note”), which shall be issued and delivered by the Borrower, in the form attached hereto as of
Schedule 5, to secure its payment obligations hereunder.



(d) The issuance of any of the Notes provided for hereunder is not intended to, and shall
hence not, constitute a novation of any of the Borrower’s obligations hereunder or under any of the
other Transaction Documents, as the case may be.



(e) IFC may, by notice to the Borrower, suspend the right of the Borrower to Disbursements or
cancel the undisbursed portion of each Tranche in whole or in part: (i) if the first Disbursement
has not been made by (y) March 8, 2011, for Disbursements under the IFC Tranche; or (z) November 8,
2010, for Disbursements under the Parallel Tranche; (ii) if any Event of Default has occurred and
is continuing or if the Event of Default specified in Section 6.02(d) (Events of Default) is, in
the reasonable opinion of IFC, imminent; (iii) if any event or condition has occurred which has or
can reasonably be expected to have a Material Adverse Effect; or (iv) on or after (y) March 8,
2012, for Disbursements under the IFC Tranche; or (z) March 8, 2011, for Disbursements under the
Parallel Tranche. Upon any cancellation, the Borrower shall, subject to subsection (e) of this
Section 2.02, pay to IFC all fees and other amounts accrued (whether or not then due and payable)
under this Agreement up to the date of that cancellation.



(f) The Borrower may, by notice to IFC, irrevocably request IFC to cancel the undisbursed
portion of the GTLP Facility on the date specified in that notice (which shall be a date not
earlier than 30 days after the date of that notice) provided that, subject to subsection (g) of
this Section 2.02, IFC has received all fees and other amounts accrued (whether or not then due and
payable) under this Agreement up to such specified date.



(g) In the case of partial cancellation of the GTLP Facility pursuant to subsection (e) or (f)
of this Section 2.02, interest on the amount then outstanding of the GTLP Facility remains payable
as provided in Section 2.03 (Interest).



(h) Any portion of the GTLP Facility that is cancelled under this Section 2.02 may not be
reinstated or disbursed.



Section 2.03. Interest. (a) Subject to the provisions of Section 2.04 (Default Rate
Interest), the Borrower shall pay interest on each Tranche of the GTLP Facility in accordance with
this Section 2.03.



(b) During each Interest Period, each Tranche of the GTLP Facility (or, with respect to the
first Interest Period for each Disbursement, the amount of that Disbursement) shall bear interest
at the applicable Interest Rate for that Interest Period.


 


- 20 -









 





(c) Interest on each Tranche of the GTLP Facility shall accrue from day to day, be prorated on
the basis of a 360-day year for the actual number of days in the relevant Interest Period and be
payable in arrears on the Interest Payment Date immediately following the end of that Interest
Period; provided that with respect to any Disbursement made less than 15 days before an Interest
Payment Date, interest on that Disbursement shall be payable commencing on the second Interest
Payment Date following the date of that Disbursement.



(d) The IFC Tranche Interest Rate for any Interest Period shall be the rate which is the sum
of:




	 	(i)	 	the Relevant Spread for the IFC Tranche; and

	 
	 	(ii)	 	LIBOR on the Interest Determination Date for that Interest
Period for six (6) months (or, in the case of the first Interest Period for any
Disbursement, for 1 month, 2 months, 3 months or 6 months, whichever period is
closest to the duration of the relevant Interest Period (or, if two periods are
equally close, the longer one)) rounded upward to the nearest three decimal
places.






(e) The Parallel Tranche Interest Rate for any Interest Period shall be the rate which is the
sum of:




	 	(i)	 	the Relevant Spread for the Parallel Tranche; and

	 
	 	(ii)	 	LIBOR on the Interest Determination Date for that Interest
Period for six (6) months (or, in the case of the first Interest Period for any
Disbursement, for 1 month, 2 months, 3 months or 6 months, whichever period is
closest to the duration of the relevant Interest Period (or, if two periods are
equally close, the longer one)) rounded upward to the nearest three decimal
places.






(f) If, for any Interest Period, IFC cannot determine LIBOR by reference to the Reuters
Service or any other service that displays BBA rates, IFC shall notify the Borrower and shall
instead determine LIBOR:




	 	(i)	 	on the second Business Day before the beginning of the relevant
Interest Period by calculating the arithmetic mean (rounded upward to the
nearest three decimal places) of the offered rates advised to IFC on or around
11:00 a.m., London time, for deposits in the Facility Currency and otherwise in
accordance with Sections 2.03 (d) (ii) or (e) (ii), by any 4 major banks active
in the Facility Currency in the London interbank market, selected by IFC;
provided that if less than four quotations are received, IFC may rely on the
quotations so received if not less than 2; or







	 	(ii)	 	if less than 2 quotations are received from the banks in London
in accordance with subsection (i) above, on the first day of the relevant
Interest Period, by calculating the arithmetic mean (rounded upward to the
nearest three decimal places) of the offered rates advised to IFC on or around
11:00 a.m., New York time, for loans in the Facility Currency and otherwise in
accordance with Sections 2.03 (d) (ii) or (e) (ii), by a major bank or banks in
New York, New York selected by IFC.




 


- 21 -









 










(g) Subject to any alternative basis agreed as contemplated by Section 2.03(h) below, if a
Market Disruption Event occurs in relation to all or any part of the GTLP Facility for any Interest
Period, IFC shall promptly notify the Borrower of such event and the relevant Interest Rate for the
relevant portion of the GTLP Facility for that Interest Period shall be the rate which is the sum
of:




	 	(i)	 	the Relevant Spread; and

	 
	 	(ii)	 	either (A) the rate which expresses as a
percentage rate per annum the cost to IFC (or the relevant Participant,
as notified to IFC as soon as practicable and in any event not later
than the close of business on the first day of the relevant Interest
Period) of funding the GTLP Facility or its Participation (as
applicable) from whatever source it may reasonably select or (B) at the
option of IFC (or any such Participant, as applicable), LIBOR for the
relevant period as determined in accordance with Sections 2.03(d)(ii)
or (e)(ii) above;






(h) (i) If a Market Disruption Event occurs in relation to the GTLP Facility and IFC or the
Borrower so requires, within 5 Business Days of the notification by IFC pursuant to Section 2.03(g)
above, IFC and the Borrower shall enter into good faith negotiations (for a period of not more than
30 days) with a view to agreeing a substitute basis for determining the rate of interest applicable
to the GTLP Facility.




	 	(ii)	 	Any alternative basis agreed pursuant to sub-paragraph (i)
above shall take effect in accordance with its terms and be binding on each
party hereto.

	 
	 	(iii)	 	If agreement cannot be reached, the Borrower may prepay the
relevant portion of the GTLP Facility in accordance with Section 2.06 (a) but
without any prepayment premium.






(i) On each Interest Determination Date for any Interest Period, IFC shall determine the
Interest Rate applicable to that Interest Period and promptly notify the Borrower of that rate.



(j) The determination by IFC, from time to time, of the applicable Interest Rate shall be
final and conclusive and bind the Borrower (unless the Borrower shows to IFC’s satisfaction that
the determination involves manifest error).



Section 2.04. Default Rate Interest. (a) Without limiting the remedies available to
IFC under this Agreement or otherwise (and to the maximum extent permitted by applicable law), if
the Borrower fails to make any payment of principal or interest (including interest payable
pursuant to this Section) or any other payment provided for in Section 2.07 (Fees) when due as
specified in this Agreement (whether at stated maturity or upon acceleration), the Borrower shall
pay interest on the amount of that payment due and unpaid at the rate which shall be the sum of two
per cent (2%) per annum and the Interest Rate in effect from time to time.



(b) Interest at the rate referred to in Section 2.04 (a) shall accrue from the date on which
payment of the relevant overdue amount became due until the date of actual payment of that amount
(as well after as before judgment), and shall be payable on demand or, if not demanded, on each
Interest Payment Date falling after any such overdue amount became due.


 


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Section 2.05. Repayment. (a) Subject to Section 1.04 (Business Day Adjustment), the
Borrower shall repay the IFC Tranche in eight (8) equal, consecutive semi-annual installments on
the following Interest Payment Dates and in the following amounts:



	 	 	 	 	 
	Interest Payment Date	 	Principal Amount Due	 
	 
	 	 	 	 
	December 15, 2011
	 	$	2,500,000.00	 
	June 15, 2012
	 	$	2,500,000.00	 
	December 15, 2012
	 	$	2,500,000.00	 
	June 15, 2013
	 	$	2,500,000.00	 
	December 15, 2013
	 	$	2,500,000.00	 
	June 15, 2014
	 	$	2,500,000.00	 
	December 15, 2014
	 	$	2,500,000.00	 
	June 15, 2015
	 	$	2,500,000.00	 






(b) Subject to Section 1.04 (Business Day Adjustment), the Borrower shall repay the Parallel
Tranche in six (6) equal, consecutive semi-annual installments on the following Interest Payment
Dates and in the following amounts:



	 	 	 	 	 
	Interest Payment Date	 	Principal Amount Due	 
	 
	 	 	 	 
	December 15, 2010
	 	$	3,333,333.33	 
	June 15, 2011
	 	$	3,333,333.33	 
	December 15, 2011
	 	$	3,333,333.33	 
	June 15, 2012
	 	$	3,333,333.33	 
	December 15, 2012
	 	$	3,333,333.33	 
	June 15, 2013
	 	$	3,333,333.35	 






(c) Upon each Disbursement, the amount disbursed shall be allocated for repayment on each of
the respective dates for repayment of principal set out in the respective table in Sections 2.05
(a) and (b) in amounts which are pro rata to the amounts of the respective
installments shown
opposite those dates in that table (with IFC adjusting those allocations as necessary so as to
achieve whole numbers in each case).



(d) Any principal amount of the GTLP Facility repaid under this Agreement may not be
re-borrowed.



Section 2.06. Prepayment. (a) Without prejudice to Section 2.10 (Increased Costs),
the Borrower may prepay on any Interest Payment Date all or any part of any Tranche of the GTLP
Facility, on not less than thirty (30) days’ prior notice to IFC, but only if, simultaneously with
the prepayment, the Borrower pays all accrued interest on the amount of the Tranche to be prepaid,
together with all amounts payable under Section 2.11 (Unwinding Costs) and a prepayment premium
equal to two per cent (2%) of the amount to be prepaid for each full year from the date of
prepayment to the final maturity of the Tranche being prepaid (for any period less than one (1)
year, the premium shall be pro-rated on the basis of a 360-day year for the actual number of days
in such period). Any partial prepayment shall: (i) be in an amount of not less than $5,000,000; and
(ii) be applied to the remaining repayment installments of the respective Tranche in inverse order
of maturity.


 


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(b) Upon delivery of a notice in accordance with Section 2.06 (a), the Borrower shall make the
prepayment in accordance with the terms of that notice.



(c) To the extent that any amounts prepaid by any Eligible Sub-borrower are not reused by the
Borrower to make Eligible Sub-loans to Eligible Sub-borrowers under the IFC Tranche and/or the
Parallel Tranche, as the case may be, within a period of twelve (12) months from the relevant date
or dates of prepayment, the Borrower shall apply those amounts to the prepayment of the IFC Tranche
or the Parallel Tranche, respectively and as the case may be, subject to then applicable Banking
Regulations, except that there shall be no minimum amount, no prepayment premium, or advanced
notice period for that prepayment.



(d) Any principal amount of any Tranche of the GTLP Facility prepaid under this Section may
not be re-borrowed.



Section 2.07. Fees. (a) The Borrower shall pay to IFC: (i) a commitment fee at the
rate of one half of one per cent (1/2%) per annum on that part of each Tranche of the GTLP Facility
that from time to time has not been disbursed or canceled, beginning to accrue on the date of this
Agreement, pro rated on the basis of a 360-day year for the actual number of days
elapsed and payable, in arrears, on each Interest Payment Date, the first such payment to be due on
December 15, 2010; (ii) a front-end fee of one per cent (1%) of the amount of each Tranche of the
GTLP Facility, to be paid on the earlier of (A) the date which is 30 days after the date of this
Agreement and (B) the date immediately preceding the date of the first Disbursement; and (iii) a
portfolio monitoring fee of ten thousand Dollars ($10,000) per annum, payable upon receipt of a
statement from IFC.



(b) If the Borrower and IFC agree to amend or waive any provision of any Transaction Document
and/or to restructure all or part of the GTLP Facility, the Borrower and IFC shall negotiate in
good faith an appropriate amount to compensate IFC for the additional work of IFC staff required in
connection with such restructuring.



Section 2.08. Currency and Place of Payment. (a) The Borrower shall pay all amounts
due to IFC under this Agreement in the Facility Currency, in same day funds, to the account of IFC
at Citibank, N.A., 111 Wall Street,
New York, New York, U.S.A., ABA#021000089, for credit to IFC’s account number 36085579 unless
a different account has been designated from time to time by IFC.



(b) The payment obligations of the Borrower under this Agreement shall be discharged or
satisfied only to the extent that (and as of the date when) IFC actually receives funds in the
Facility Currency in the account referred to in subsection (a) above, notwithstanding the tender or
payment (including by way of recovery under a judgment) of any amount in any currency other than
the Facility Currency.



(c) Accordingly, the Borrower shall, as a separate obligation, or by way of indemnity, as the
case may be, pay such additional amount as is necessary to enable IFC to receive, after conversion
to the Facility Currency at a market rate and transfer to that account, the full amount due to IFC
under this Agreement in the Facility Currency and in the account referred to in subsection (a)
above.



(d) Notwithstanding the provisions of Section 2.08 (a) and Section 2.08 (b), IFC may require
the Borrower to pay (or reimburse IFC) for any Taxes, fees, costs, expenses and other amounts
payable under Section 2.12 (a) (Taxes) and Section 2.14 (Expenses) in the currency in which they
are payable, if other than the Facility Currency.


 


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Section 2.09. Allocation of Partial Payments. If IFC at any time receives less than
the full amount then due and payable under this Agreement, IFC may allocate and apply the amount
received as IFC in its sole discretion determines, notwithstanding any instruction of the Borrower
to the contrary.



Section 2.10. Increased Costs. On each Interest Payment Date, the Borrower shall
pay, in addition to interest, the amount which IFC from time to time notifies to the Borrower in an
Increased Costs Certificate as being the aggregate Increased Costs accrued and unpaid prior to that
Interest Payment Date.



Section 2.11. Unwinding Costs. (a) If IFC or any Participant incurs any cost,
expense or loss as a result of the Borrower: (i) failing to borrow in accordance with a request for
Disbursement made pursuant to Section 2.02 (Disbursement Procedure); (ii) failing to prepay in
accordance with a notice of prepayment; (iii) prepaying all or any portion of the GTLP Facility on
a date other than an Interest Payment Date; or (iv) after acceleration of the GTLP Facility, paying
all or a portion of any Tranche of the GTLP Facility on a date other than an Interest Payment Date;
then the Borrower shall immediately pay to IFC the amount that IFC from time to time notifies to
the Borrower as being the amount of those costs, expenses and losses incurred.



(b) For the purposes of this Section, “costs, expenses or losses” include any premium, penalty
or expense incurred to liquidate or obtain third party deposits, borrowings, hedges or swaps in
order to make, maintain, fund or hedge all or any part of any Disbursement or prepayment of the
GTLP Facility, or any payment of all or part of the GTLP Facility upon acceleration.



Section 2.12. Taxes. (a) The Borrower shall pay or cause to be paid all Taxes (other
than Taxes, if any, payable on the overall income of IFC) on or in connection with the payment of
all amounts due under this Agreement, and make all payments under this Agreement without deducting
any present or future taxes whatsoever by whomsoever levied or imposed in connection with the
payment of any amount under this Agreement; provided that, if the Borrower is prevented from making
payments without deduction, the Borrower shall, in each case, pay to IFC an increased amount such
that, after deduction, IFC receives the full amount it would have received had that payment been
made without deduction.



(b) Subsection (a) does not apply to Taxes which directly result from a Participant having its
principal office in the Country or maintaining a permanent office or establishment in the Country,
if and to the extent that such permanent office or establishment acquires the relevant
Participation.



Section 2.13. Illegality of Participation. If IFC has sold a Participation and after
the date of this Agreement, any change made in any applicable law or regulation or official
directive (or its interpretation or application by any Authority charged with its administration)
(herein the “Relevant Change”) makes it unlawful for the Participant acquiring that Participation
to continue to maintain or to fund that Participation:



(a) the Borrower shall, upon request by IFC (but subject to any applicable Authorization
having been obtained), on the earlier of (x) the next Interest Payment Date and (y) the date that
IFC advises the Borrower is the latest day permitted by the Relevant Change, prepay in full that
part of the GTLP Facility that IFC advises corresponds to that Participation;


 


- 25 -









 





(b) concurrently with the prepayment of the part of the GTLP Facility corresponding to the
Participation affected by the Relevant Change, the Borrower shall pay all accrued interest,
Increased Costs (if any) on that part of the GTLP Facility (and, if that prepayment is not made on
an Interest Payment Date, any amount payable in respect of the prepayment under Section 2.11
(Unwinding Costs)); and



(c) the Borrower agrees to take all reasonable steps to obtain, as quickly as possible after
receipt of IFC’s request for prepayment, the Authorization referred to in Section 2.13 (a) if any
such Authorization is then required.



Section 2.14. Expenses. (a) The Borrower shall pay, or reimburse IFC for any amount
paid by IFC on account of, all taxes (including stamp taxes), duties, fees or other charges payable
on or in connection with the execution, issue, delivery, registration or notarization of the
Transaction Documents and any other documents related to them.



(b) The Borrower shall pay to IFC or as IFC may direct, the fees and expenses of IFC’s
counsel, accountants and consultants incurred in connection with: (i) the preparation, review,
execution, translation and, where appropriate, registration of the Transaction Documents and any
other documents related to them; (ii) the preparation, administration and implementation by IFC of
the investment provided for in this Agreement or otherwise in connection with any amendment,
supplement or modification to, or waiver under, any Transaction Document; (iii) the giving of any
legal opinions required by IFC under this Agreement and any other Transaction Document; (iv) the
occurrence of any Event of Default or Potential Event of Default; and (v) the release of the
Security following repayment in full of the GTLP Facility.



(c) The Borrower shall pay to IFC, or as IFC may direct, the costs and expenses incurred by
IFC in relation to efforts to enforce or protect its rights under this Agreement or any Transaction
Document, or the exercise of its rights or powers consequent upon or arising out of the occurrence
of any Event of Default or Potential Event of Default, including legal and other professional
consultants’ fees on a full indemnity basis.



ARTICLE III




Representations and Warranties




Section 3.01. Representations and Warranties. The Borrower represents and warrants
that:



(a) Organization and Authority. It is a financial institution duly incorporated and
validly existing under the laws of the Country and has the corporate power to own its assets,
conduct its business as presently conducted and to enter into, and comply with its obligations
under, this Agreement and the Transaction Documents to which it is a party or will be a party;



(b) Validity. Each Transaction Document to which the Borrower is a party has been, or
will be, duly authorized and executed by the Borrower and constitutes or will when executed,
constitute a valid and legally binding obligation of the Borrower enforceable in accordance with
its terms;


 


- 26 -









 





(c) No Conflict. Neither the making of this Agreement or any Transaction Document to
which the Borrower is a party nor (when all the Authorizations referred to in Section 4.01(c)
(Conditions of Disbursement) have been obtained) the compliance with its terms will conflict with
or result in a breach of any of the terms, conditions or provisions of, or constitute a default or
require any consent under, any indenture, mortgage, agreement or other instrument or arrangement to
which it is a party or by which it is bound, or violate any of the terms or provisions of its
Charter or any Authorization, judgment, decree or order or any statute, rule or regulation
applicable to it;



(d) Status of Authorizations. All Authorizations (other than Authorizations that are
of a routine nature and are obtained in the ordinary course of business) needed by the Borrower to
conduct its business and execute, and comply with its obligations under, this Agreement and each of
the other Transaction Documents to which it is a party or under which the Borrower is in any manner
obligated have been obtained and are in full force and effect, and the Borrower has not received
any notice of proceedings relating to the revocation, cancellation, expropriation or modification
of any such Authorizations;



(e) No Amendments to Charter. The Borrower’s Charter has not been amended since June
26, 2006;



(f) No Immunity. Neither the Borrower nor any of its property enjoys any right of
immunity from set-off, suit or execution with respect to its assets or its obligations under this
Agreement or any other Transaction Document;



(g) Financial Condition. Since June 30, 2010: (i) it has not suffered any change that
has a Material Adverse Effect or incurred any substantial loss or liability; and (ii) has not
undertaken or agreed to undertake any substantial obligation;



(h) Financial Statements. The financial statements of the Borrower for the period
ending on June 30, 2010 have been prepared in accordance with the Accounting Standards, and give a
true and fair view of its financial condition as of the date as of which they were prepared and the
results of the Borrower’s operations during the period then ended;



(i) Compliance with Law. To the best of its knowledge and belief after due inquiry,
the Borrower is not in violation of any statute or regulation of any Authority;



(j) Environmental Matters. (i) to the best of the Borrower’s knowledge and belief,
after due inquiry, there are no material social or environmental risks or issues in respect of the
Relevant Financing Operations other than those identified by the S&E Management System; (ii) the
Borrower has not received nor is aware of: (A) any existing or threatened complaint, order,
directive, claim, citation or notice from any Authority; or (B) any material written communication
from any Person concerning the failure by any Eligible Sub-borrower to undertake its operations and
activities in accordance with the S&E Requirements;



(k) Litigation. To the best of its knowledge and belief after due inquiry, it is not
in violation of any statute or regulation of any Authority, and is not engaged in nor threatened by
any litigation, arbitration or administrative proceedings, the outcome of which could reasonably be
expected to have a Material Adverse Effect, is not subject to any criminal investigations or
proceedings, or any freezing of assets by a government authority with regard to money laundering or
financing of terrorism; and no judgment or order has been issued which has or may be reasonably be
expected to have a Material Adverse Effect;


 


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(l) Title to Assets and Liens. It has good and marketable title to all of the assets
purported to be owned by it and possesses a valid leasehold interest in all assets which it
purports to lease, in all cases free and clear of all Liens, and no contracts or arrangements,
conditional or unconditional, exist for the creation by the Borrower of any Lien, except for the
Security and Liens permitted pursuant to Section 5.02 (c) (Negative Covenants);



(m) Taxes. All tax returns and reports of the Borrower required by law to be filed
have been duly filed and all Taxes, obligations, fees and other governmental charges upon the
Borrower, or its properties, or its income or assets, which are due and payable or to be withheld,
have been paid, or withheld, other than those presently payable without penalty or interest;



(n) Sanctionable Practices. Neither the Borrower nor any Affiliates, nor any Person
acting on its or their behalf, has committed or engaged in, with respect to its banking license or
any transaction contemplated by this Agreement, any Sanctionable Practice;



(o) UN Security Council Resolutions. The Borrower has neither entered into any
transaction nor engaged in any activity prohibited by any resolution of the United Nations Security
Council under Chapter VII of the United Nations Charter; and



(p) No Material Omissions. None of the representations and warranties in this Section
3.01 omits any matter the omission of which makes any of such representations and warranties
misleading in any material respect.



Section 3.02. IFC Reliance. The Borrower acknowledges that it makes the
representations and warranties in Section 3.01 (Representations and Warranties) with the intention
of inducing IFC to enter into this Agreement and that IFC enters into this Agreement on the basis
of, and in full reliance on, each of such representations and warranties.



ARTICLE IV




Conditions of Disbursement




Section 4.01. Conditions of First Disbursement. IFC is not obligated to make the
first Disbursement unless and until the following conditions have been met:




(a) Charter. The Borrower’s Charter is in form and substance satisfactory to IFC;



(b) Execution of Documents. All Transaction Documents, each in form and substance
satisfactory to IFC, have been entered into by all parties to them and have become (or, as the case
may be, remain) fully effective and unconditional in accordance with their respective terms (except
for the Notes, each of which shall become fully effective and unconditional on the date of the
respective Disbursement) and IFC has received a copy of those agreements to which is not a party;


 


- 28 -









 





(c) Authorizations. The Borrower has obtained, and provided to IFC copies of, all
Authorizations that may become necessary for: (i) the GTLP Facility; (ii) the business of the
Borrower as it is presently carried on and is contemplated to be carried on; (iii) the execution
of, and performance by the Borrower of its obligations under, this Agreement and the other
Transaction Documents; and (iv) the remittance to IFC in Dollars of all monies payable with respect
to this Agreement and the Transaction Documents; and all those Authorizations are in full force and
effect;



(d) Auditor’s Certification. IFC has received a certification from the Auditors
confirming that, as at a date not earlier than 60 days prior to the date of first Disbursement, the
Borrower is in compliance with the provisions of Section 5.01 (b) (Affirmative Covenants) and
containing a brief description of the systems and records in place;



(e) Legal Opinions. IFC has received a legal opinion in form and substance
satisfactory to it, from IFC’s counsel in the Country and covering such other matters relating to
the transactions contemplated by this Agreement as IFC may reasonably request;



(f) Insurance. IFC has received copies of all insurance policies required to be
obtained pursuant to Section 5.05 (Insurance) and Annex A and a certification of the Borrower’s
insurers or insurance agents confirming that such policies are in full force and effect and all
premiums then due and payable under those policies have been paid;



(g) Fees. IFC has received the fees which Section 2.07 (Fees) requires to be paid
before the date of the first Disbursement and all other amounts then due under this Agreement
including but not limited to, reimbursement of all invoiced fees and expenses of IFC’s counsel, if
IFC so requires;



(h) Certificate of Incumbency; Authorization of Auditors. IFC has received from the
Borrower (i) a Certificate of Incumbency and Authority; and (ii) a copy of the authorization to the
Auditors referred to in Section 5.01(c) (Affirmative Covenants);



(i) Appointment of Agent. The Borrower has delivered to IFC evidence, substantially
in the form of Schedule 4, of appointment of an agent for service of process pursuant to Section
7.04 (Applicable Law and Jurisdiction); and



(j) Environmental Matters. (i) the Borrower has delivered to IFC the SEMS Plan; and
(ii) the Borrower has designated in writing an SEMS Officer reasonably acceptable to IFC.



Section 4.02. Conditions of All Disbursements. IFC is not obligated to make any
Disbursement, including the first Disbursement, unless and until the following conditions have been
met:



(a) No Default. No Event of Default and no Potential Event of Default has occurred
and is continuing;



(b) Use of Proceeds. The proceeds of that Disbursement: (i) are, at the date of the
relevant request, needed by the Borrower for the purpose of originating Eligible Sub-loans under
the Eligible Sub-loan Program described in the relevant Investment Report, or will be needed for
that purpose within 3 months of that date; and (ii) are not in reimbursement of, or to be used for,
any purpose other than on-lending to an Eligible Sub-borrower for the financing of an Eligible
Sub-loans;


 


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(c) No Material Adverse Effect. Since the date of this Agreement nothing has occurred
which has or can reasonably be expected to have a Material Adverse Effect;



(d) Representations and Warranties. The representations and warranties made in
Article III are true and correct in all material respects on and as of the date of that
Disbursement with the same effect as if those representations and warranties had been made on and
as of the date of that Disbursement (but in the case of Section 3.01 (c) (Representations and
Warranties), without the words in parentheses);



(e) No Violations. After giving effect to that Disbursement, the Borrower would not
be in violation of: (i) its Charter; (ii) any provision contained in any document to which the
Borrower is a party (including this Agreement) or by which the Borrower is bound; or (iii) any law,
rule, regulation, Authorization or agreement or other document binding on the Borrower directly or
indirectly limiting or otherwise restricting the Borrower’s borrowing power or authority or its
ability to borrow;



(f) Financial Ratios. Without limiting the generality of Section 4.02 (g), after
taking into account the amount of that Disbursement and any other Liabilities incurred by the
Borrower after the date of the latest financial statements of the Borrower delivered to IFC
pursuant to Section 5.04 (a) (Reporting Requirements), the Borrower would be in compliance with
each of the financial covenants set out in Section 5.03 (Financial Covenants), provided that, with
respect to any Disbursement requested to be made prior to the date when the first financial
statements to be delivered to IFC pursuant to Section 5.04 (a) (Reporting Requirements) would be
due, the calculation of the financial ratios shall be made on the basis of such information as IFC
may reasonably request, verified, if IFC so requires, by the Auditors;



(g) Borrower’s Certifications. IFC has received the request for disbursement
referred to in Section 2.02 (Disbursement Procedure) and the Borrower’s certifications set out in
paragraph 3 of Schedule 2 are true and accurate;



(h) Other Evidence. IFC has received such evidence as IFC may reasonably request of
the proposed utilization of the proceeds of that Disbursement or the utilization of the proceeds
of any prior Disbursement; and



(i) Security. The Security attached to, and/or in connection with, all and each of
the Eligible Sub-loans granted and disbursed by the Borrower with proceeds out of all and each of
the previous Disbursements hereunder has been duly created and continues to be perfected as a
first-ranking security interest in all assets and rights subject to the relevant Security
Documents (except for the first Disbursement, with respect of which the condition set forth in
this subsection (i) shall not apply);



(j) Investment Report. The Borrower has delivered to IFC an Investment Report, in form
and substance reasonably satisfactory to IFC, for the proposed Eligible Sub-loan Program for which
the relevant Disbursement is being requested; and



(k) Legal Opinions. IFC has received, to its satisfaction, any further legal
opinions it may require in connection with that disbursement.


 


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Section 4.03. Conditions for IFC Benefit. The conditions in Section 4.01 and Section
4.02 are for the benefit of IFC and may be waived only by IFC in its sole discretion.



ARTICLE V




Particular Covenants




Section 5.01. Affirmative Covenants. Unless IFC otherwise agrees, the Borrower
shall:



(a) Corporate Existence; Conduct of Business; Compliance with Laws; Taxes. (i)
Maintain its corporate existence and comply with its Charter, (ii) conduct its business with due
diligence and efficiency, in accordance with sound banking, financial and business practices, (iii)
conduct is business in compliance, in all material respects, with all applicable requirements of
law, (iv) maintain all rights, licenses, permits, privileges, titles to property, franchises and
the like, and keep property in good working conditions; and (v) file by the date due all returns,
reports and filings in respect of Taxes required to be filed by it and pay, when due, all Taxes due
and payable by it;



(b) Accounting and Financial Management. Maintain an accounting and control system,
management information system and books of account and other records, which together adequately
give a fair and true view of the financial condition of the Borrower and the results of its
operations in conformity with the Accounting Standards;



(c) Auditors. Maintain internationally recognized independent auditors acceptable to
IFC as auditors of the Borrower and authorize them, in the form of Schedule 6, to communicate
directly with IFC;



(d) Access. Upon IFC’s request, permit representatives of IFC and CAO to visit and
inspect any of the premises where the business of the Borrower is conducted and to have access to
its books of account and records and to its employees and agents;



(e) Authorizations. Obtain, renew and maintain in force and comply with all
Authorizations which are necessary for the carrying out of the Borrower’s business and operations
generally, including, without limitation, for the making of Sub-loans, and the compliance by the
Borrower with all its obligations under this Agreement and any other Transaction Document; and
comply with all the conditions and restrictions contained in, or imposed on the Borrower by, those
Authorizations;



(f) Affiliated Transactions. Ensure that all transactions with Affiliates, Related
Parties and Linked Parties are on terms and conditions no more favorable than those extended to
similarly situated non-related persons;



(g) Shell Banks. At all times institute, maintain and comply with appropriate
internal procedures and controls to ensure that: (i) any financial institution with which the
Company conducts business or enters into any transaction, or through which the Company transmits
any funds, does not have correspondent banking relationships with any Shell Bank; and (ii) the
Borrower does not conduct business or enter into any transaction with, or transmit any funds
through a Shell Bank;


 


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(h) Money Laundering; Financing of Terrorist Activity. At all times institute,
maintain and comply with appropriate internal procedures and controls for anti-money laundering
and combating the financing of terrorism (AML/CFT) consistent with the business and customer
profile of the Borrower, in compliance with national laws and regulations, and in furtherance of
applicable international AML/CFT best practices; including but not limited to: (i) a
board-approved policy on AML/CFT; (ii) appointment of an AML/CFT Officer; (iii) customer due
diligence, including identification and monitoring of high risk customers such as politically
exposed persons; (iv) monitoring of customer activity for suspicious transactions; (v)
establishing and monitoring correspondent accounts, where applicable; (vi) record keeping; (vii)
identification and internal reporting of, suspicious transactions; (viii) reporting of suspicious
transactions to authorities, where required; (ix) AML/CFT training for staff; and (x) internal
and/or external auditing of AML/CFT-related policies, procedures and controls;



(i) UN Security Council Resolutions. At all times institute, maintain and comply
with internal procedures and controls consistent with its business and customer profile for the
purpose of ensuring that the Borrower will not enter into any transaction (i) with, or for the
benefit of, any of the persons or entities named on lists promulgated by, or (ii) related to any
activity prohibited by, the United Nations Security Council or its committees pursuant to any
resolution under Chapter VII of the United Nations Charter; 



(j) SEMS Plan. Undertake and implement the SEMS Plan in accordance with the
requirements and schedule specified therein;



(k) S&E Management System. Use all reasonable efforts to ensure the continuing
operation of the S&E Management System to identify, assess and manage the social and environmental
performance of the Relevant Financing Operations in compliance with the S&E Requirements; and in
the event any successor or replacement SEMS Officer is appointed, ensure that such SEMS Officer
shall be reasonably acceptable to IFC;



(l) Category A Activities. If the Borrower becomes aware that a proposed Eligible
Sub-borrower conducts or intends to conduct projects classified as a Category A Activity by the
Borrower or, to the Borrower’s knowledge, by IFC (a “Category A Client”), (i) promptly notify IFC
in writing, upon becoming aware of such activity or intent; and (ii) provide IFC with information
concerning such matter as IFC may reasonably request;



(m) Category A Clients. If an existing Eligible Sub-borrower becomes a Category A
Client, ensure that the S&E Management System has sufficient capacity, in IFC’s reasonable view,
including quality of staffing and expertise, to review the environmental and social performance of
such Category A Client on an ongoing basis, as contemplated by this Agreement;



(n) Amendment of the S&E Management System. Without limiting any other right, remedy
or claim of IFC hereunder, if the Borrower becomes aware of any change in the scope of the Relevant
Financing Operations, advise and consult with IFC regarding any material social or environmental
risk posed by such development and, if requested by IFC, amend the S&E Management System to
identify, assess and manage such risks;



(o) S&E Requirements. If the Borrower becomes aware that any Eligible Sub-borrower
has undertaken projects in a manner that is not in accordance with the S&E Requirements, promptly:
(i) agree with the relevant Eligible Sub-borrower, or require the relevant Eligible Sub-borrower to
undertake, as appropriate or necessary in the Borrower’s reasonable judgment, corrective measures
to remedy such inconsistency or breach; and (ii) if the relevant Eligible Sub-borrower does not
implement corrective measures as provided in (i), use reasonable efforts to dispose of the
Borrower’s investment in such Eligible Sub-borrower on commercially reasonable terms, taking into
account liquidity, market constraints and fiduciary responsibilities;


 


- 32 -









 





(p) S&E Information. Obtain, review and investigate information available in the
public domain regarding any incidents, adverse impact on local communities or the environment or
adverse environmental or social performance associated with any proposed projects and shall only
provide Sub-loans to proposed projects if: (i) any such incident, adverse impact or adverse
performance has been resolved in accordance with the S&E Requirements; or (ii) if the relevant
Eligible Sub-borrower has a mitigation, remediation or corrective action plan including, as
necessary, an implementation schedule and budget, which has been agreed to with the Borrower and
which, upon implementation, will enable the relevant Eligible Sub-borrower to carry out the
proposed project in accordance with the S&E Requirements;



(q) Security. (i) No later than three (3) months as from the date in which each
Disbursement is made, ensure that the Security related to, and/or in connection with, all and each
of the Eligible Sub-loans granted and disbursed by the Borrower with proceeds out of such
Disbursement has been duly created and continues to be perfected as first priority security
interests in all assets and rights subject to the Security Documents, to which extent, the Borrower
shall execute and deliver all such agreements and/or documents and/or instruments necessary for
such purpose, to IFC’s satisfaction; and (ii) maintain, at all times, a Security-to-Loan Ratio
equal to, or greater than, 1; provided that, the Borrower shall be allowed to maintain, only during
a period not exceeding 90 days since the date of any Disbursement, a Security-to-Loan Ratio lower
than 1;



(r) On-Lending. Cause and ensure that, at all times from time to time: (i) all and any
funds arising out from all and any Disbursements of the GTLP Facility be and remain applied,
entirely and exclusively, towards the origination and/or acquisition of Eligible Sub-loans; (ii) at
least fifty per cent (50%) of the aggregate amount of Eligible Sub-loans originated and/or acquired
from time to time be represented by Eligible Sub-loans granted to SME with annual sales below
twenty-five million Dollars ($25,000,000) equivalent; (iii) no more than three (3) Eligible
Sub-borrowers are lent both IFC Tranche Eligible Sub-loans and Parallel Tranche Eligible Sub-loans;
and (iv) each Eligible Sub-borrower continues to meet the eligibility criteria to qualify as such,
and notify IFC if any Eligible Sub-borrower ceases to qualify as such;



(s) Prepayment of Eligible Sub-loans. To the extent that any amounts prepaid by any
Eligible Sub-borrower are not reused by the Borrower to make Sub-loans to Eligible Sub-borrowers
within a period of twelve (12) months from the relevant date of prepayment, immediately make a
proportional prepayment of the relevant Tranche of the GTLP Facility in accordance with the
provisions of Section 2.07 (Prepayment), except that there shall be no minimum amount or advance
notice period for that prepayment; and



(t) Restructured IFC Loan Agreements. For so long as all or any of the Restructured
IFC Loan Agreements is valid and enforceable, comply with all and each of the covenants and
undertakings set forth in such Restructured IFC Loan Agreements.


 


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Section 5.02. Negative Covenants. Unless IFC otherwise agrees, the Borrower shall
not:



(a) Dividends. Declare or pay any dividend or make any distribution on its share
capital other than in strict accordance with the Banking Regulations to date;



(b) Liabilities. Incur, create, assume or permit to exist any Liability that is
secured or ranks prior or senior to the GTLP Facility;



(c) Permitted Liens. Create or permit to exist any Lien on any property, revenues or
other assets, present or future, of the Borrower, except for: (i) the Security; (ii) any tax or
other Lien arising by operation of law while the obligation underlying that Lien is not yet due, or
if due, is being contested in good faith by appropriate proceedings and so long as the Borrower has
set aside adequate reserves sufficient to promptly pay in full any amounts that the Borrower may be
ordered to pay on final determination of any such proceedings; (iii) Liens which the Borrower is
required to constitute with or in favor of any Authority pursuant to the Banking Regulations and
other statutory preferences which are generally applicable to deposit-taking institutions; (iv)
other Liens constituted or otherwise arising in the ordinary course of banking business provided
that they fall within the limits permitted by the Banking Regulations; and (v) any Lien created
under a repurchase agreement involving the sale and repurchase of securities entered in the
ordinary course of business and on the basis of arm’s-length arrangements;



(d) Arm’s Length Transactions. Enter into any transaction except in the ordinary
course of business on ordinary commercial terms and on the basis of arm’s-length arrangements;



(e) Profit Sharing Arrangements. Enter into or establish any partnership,
profit-sharing or royalty agreement or other similar arrangement whereby the Borrower’s income or
profits are, or might be, shared with any other Person; or enter into any management contract or
similar arrangement whereby its business or operations are managed by any other Person;



(f) Subsidiaries. Form or have any Subsidiary, other than in strict accordance with
the Banking Regulations to date;



(g) Fundamental Changes. Change: (i) its Charter in any manner which would be
inconsistent with the provisions of this Agreement or any other Transaction Document; (ii) its
Financial Year; or (iii) the nature or scope of its present or contemplated business or operations;



(h) Merger, Consolidation or Reorganization. Undertake or permit any merger,
spin-off, consolidation or reorganization; or sell, transfer, lease or otherwise dispose of all or
a substantial part of its assets, other than in strict accordance with the Banking Regulations to
date;



(i) Prepayment of Long-term Debt. Prepay (whether voluntarily or involuntarily) or
repurchase any Long-term Debt (other than the GTLP Facility, the Restructured IFC Loans or any
other Liabilities restructured before December 31, 2004, or bonds issued by the Borrower) unless
the Borrower gives IFC at least 30 days’ advance notice of its intention to make the proposed
prepayment;



(j) Use of Proceeds. Use the proceeds of any Disbursement in the territories of any
country that is not a member of the World Bank or for reimbursements of expenditures in those
territories or for goods produced in or services supplied from any such country;


 


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(k) Amendment of the S&E Management System. Amend, waive the application of, or
otherwise materially restrict the scope or effect of, the S&E Management System (including the SEMS
Plan and the S&E Requirements);



(l) Exclusion List. In respect of Relevant Financing Operations, provide Eligible
Sub-loans to Eligible Sub-borrowers engaged in any of the activities on the Exclusion List;



(m) Sanctionable Practices. Engage in (nor authorize or permit any Affiliate, any
Eligible Sub-borrower or any other Person acting on its or their behalf to engage in) with respect
to its banking license or any transaction contemplated by this Agreement, any Sanctionable
Practices. The Borrower further covenants that should IFC notify the Borrower of its concerns that
there has been a violation of the provisions of this Section or of Section 3.01 (n) of this
Agreement, it shall cooperate in good faith with IFC and its representatives in determining whether
such a violation has occurred, and shall respond promptly and in reasonable detail to any notice
from IFC, and shall furnish documentary support for such response upon IFC’s request;



(n) Shell Banks. Conduct business or enter into any transaction with, or transmit any
funds through, a Shell Bank;



(o) Restructured IFC Loan Agreements. For so long as all or any of the Restructured
IFC Loan Agreements is valid and enforceable, fail to comply with all and each of the covenants and
undertakings set forth in such Restructured IFC Loan Agreements; or



(p) Change of Control. Engage in any transaction that would lead to a Change of
Control.



Section 5.03. Financial Covenants. The Borrower shall prudently manage its financial
position in accordance with sound banking and financial practices, applicable laws and the
Argentine Central Bank prudential standards. To the extent that the Banking Regulations and/or the
covenants and undertakings set forth in the Restructured IFC Loan Agreements, as the case may be,
impose financial requirements or ratios that are more stringent than the ones set out in paragraphs
(a) through (m) of this Section 5.03, the Borrower shall observe and comply with those more
stringent requirements or ratios. Notwithstanding the above, unless IFC otherwise agrees, the
Borrower shall at all times maintain, and abstain from any action which may result in the breach
of, the financial parameters provided below: 




	 	(a)	 	a Risk Weighted Capital Adequacy Ratio of not less than 11%;

	 
	 	(b)	 	an Equity to Assets Ratio of not less than 5%;

	 
	 	(c)	 	an Economic Group Exposure Ratio of not more than 15%; provided that the
Economic Group Exposure Ratio shall not exceed 25% in case of preferred guarantees but
excluding in this calculation amounts held in correspondent accounts in investment
grade banks (rated A+ or higher) and any amount held to repay any installment of the
Borrower’s external debt;

	 
	 	(d)	 	an Aggregate Large Exposures Ratio of not more than 400%;

	 
	 	(e)	 	a Related Party Exposure Ratio of not more than 20%;




 


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	 	(f)	 	an Open Credit Exposures Ratio of not more than 25%;

	 
	 	(g)	 	a Fixed Assets Plus Equity Investments Ratio of not more than, (i) as from the
date of the signing hereof and until the date of the second anniversary of this
Agreement, 75%, but (ii) as from the date of the second anniversary of this Agreement,
50%;

	 
	 	(h)	 	an Aggregate Foreign Exchange Risk Ratio of not more than 25%; provided that,
on an exceptional basis, IFC hereby grants the Borrower the option to hold such
Aggregate Foreign Exchange Risk Ratio of not more than 25% for all foreign currency
positions, whether long or short, excluding, if any, the Dollar long position, but if
and when the Dollar long position is included, in no event the Aggregate Foreign
Exchange Risk Ratio shall exceed an equivalent to 40% of the Total Capital;

	 
	 	(i)	 	a Single Currency Foreign Exchange Risk Ratio of not more than 10%; provided
that, on an exceptional basis, IFC hereby grants the Borrower the option to hold such
Single Currency Foreign Exchange Risk Ratio of not more than 10% for each foreign
currency position, whether long or short, excluding (a) any Dollar long position, which
in no event shall exceed an equivalent to 40% of the Total Capital; and (b) any Dollar
short position, which in no event shall exceed an equivalent to 15% of the Total
Capital;

	 
	 	(j)	 	an Interest Rate Risk Ratio of not less than -10% and not more than 10%;

	 
	 	(k)	 	an Aggregate Interest Rate Risk Ratio of not less than -20% and not more than
20%;

	 
	 	(l)	 	a Foreign Currency Maturity Gap Ratio of not less than (i.e. more negative
than) -150%; and

	 
	 	(m)	 	an Aggregate Negative Maturity Gap Ratio of not less than (i.e. more negative
than) -300%.






Section 5.04. Reporting Requirements. Unless IFC otherwise agrees, the Borrower
shall:



(a) Quarterly Financial Statements and Reports. As soon as available but in any
event within sixty (60) days after the end of each quarter of each Financial Year, deliver to IFC
a copy of the Borrower’s financial statements for such quarter prepared on an unconsolidated
basis and on a Consolidated Basis in accordance with the Accounting Standards, certified by the
Borrower’s chief financial officer, together with: (i) a report on any factors that have or could
reasonably be expected to have a Material Adverse Effect; and (ii) a report (in the form
pre-agreed by IFC), signed by the Borrower’s chief financial officer, concerning compliance with
the negative covenants contained in Sections 5.02 (a), (b), (c), (d) and (j) (Negative Covenants)
and the financial covenants contained in Section 5.03 (Financial Covenants) including a clear
description of the methodology used in the respective calculations.


 


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(b) Annual Financial Statements and Reports. As soon as available but in any event
within one hundred twenty (120) days after the end of each Financial Year, provide to IFC a copy
of: (i) its complete and annual statements for such Financial Year prepared on an unconsolidated
basis
and on a Consolidated Basis in accordance with the Accounting Standards, together with its
Auditors’ audit report thereon, all in form satisfactory to IFC; (ii) a management letter and any
other communication from its Auditors commenting, inter alia, on the adequacy of
the Borrower’s financial control procedures, policies and controls for accounting systems and
management information systems; (iii) a report (in the form pre-agreed by IFC), signed by the
Borrower’s chief financial officer and reviewed by its Auditors, concerning compliance with the
negative covenants contained in Sections 5.02 (a), (b), (c), (d) and (j) (Negative Covenants) and
the financial covenants contained in Section 5.03 (Financial Covenants) including a clear
description of the methodology used in the respective calculations; (iv) a report, signed by the
Borrower’s chief financial officer, in the form of, and addressing the topics listed in, Schedule
9, based on the audited financial statements of the Borrower for the relevant Financial Year; (v) a
report, in the form of Schedule 10, signed by the Borrower’s chief financial officer concerning the
Borrower’s portfolio; (vi) a certification (in a form pre-agreed by IFC) signed by the Borrower’s
chief financial officer, certifying (A) compliance of the Eligible Sub-borrowers with the
eligibility criteria set forth in Section 5.06 (General Requirements Relating to Sub-loans) and (B)
that all transactions between the Borrower and each of its Affiliates, Related Parties and Linked
Parties, if any, during that Financial Year, were on the basis of arm’s-length arrangements and
providing a list of each such transaction.



(c) Management Letters. Deliver to IFC, promptly following receipt, a copy of any
management letter or other communication sent by the Auditors (or any other accountants retained by
the Borrower) to the Borrower or its management in relation to the Borrower’s financial, accounting
and other systems, management or accounts, if not provided pursuant to Section 5.04 (b) (ii);



(d) S&E Performance Report. Within ninety (90) days after the end of each Financial
Year, deliver to IFC the S&E Performance Report;



(e) Notice of Accidents, Etc. Within three (3) days after becoming aware of the
occurrence, notify IFC of any social, labor, health and safety, security or environmental incident,
accident or circumstance with respect to any Eligible Sub-borrower or in relation to any projects
having, or which could reasonably be expected to have, any Material Adverse Effect or a material
adverse impact on the implementation or operation of the projects in compliance with the S&E
Requirements, specifying in each case the nature of the incident, accident, or circumstance and the
impact or effect arising or likely to arise therefrom, and the measures being taken, or plans to be
taken, to address them and prevent any future similar event; and keep IFC informed of the on-going
implementation of those measures;



(f) Shareholder Matters. As soon as available, deliver to IFC copies of (i) all
notices, reports and other communications of the Borrower to its shareholders, and (ii) the minutes
of all the shareholders’ meetings;



(g) Litigation, Etc. Promptly upon becoming aware of (i) any litigation, arbitration,
administrative or regulatory investigations or proceedings before any Authority or arbitral body
which has or may reasonably be expected to have a Material Adverse Effect; (ii) any criminal
investigations or proceedings against the Borrower; or (iii) any freezing of assets by a government
authority involving the Borrower, its employees or board members with regard to money laundering or
financing of terrorism, notify IFC by facsimile of that event specifying the nature of the action,
litigation, arbitration, investigation or proceedings and the steps the Borrower is taking or
proposes to take with respect thereto;


 


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(h) Default. Within ten (10) calendar days of the occurrence of an Event of Default
or Potential Event of Default, notify IFC by facsimile specifying the nature of that Event of
Default or Potential Event of Default and any steps the Borrower is taking to remedy it;



(i) Regulatory Reviews. Upon IFC’s reasonable request, and to the extent permitted by
the Argentine Central Bank, provide IFC with copies of any documents prepared in connection with
any material reviews conducted by the Argentine Central Bank or any other Authority;



(j) Eligible Sub-borrower Communications. As soon as possible but no later than ten
(10) days after receipt of any communications from any Eligible Sub-borrower pursuant to Section
5.06 (c) (iv) (General Requirements Relating to Sub-loans), provide a copy of that communication to
IFC together with the measures that the Borrower, or as the case may be, the Eligible Sub-borrower
proposes to take to secure the implementation of appropriate remedial measures satisfactory to IFC;



(k) AML/CFT Reporting Requirements. On an annual basis, provide to IFC at least one of
the following: (i) a report by the AML/CFT Officer on the implementation of, and compliance with,
the Borrower’s AML/CFT policies, procedures and controls; (ii) an internal or external auditor’s
assessment on the adequacy of the Borrower’s policies, procedures and controls for AML/CFT; or
(iii) a report by the AML/CFT regulator of the Borrower concerning the Borrower’s compliance with
local AML/CFT laws and regulations;



(l) Eligible Sub-loans Status Report. On June 30 and December 31 of each year, provide
to IFC the Eligible Sub-loan Status Report, as of the immediately preceding Interest Payment Date;
and



(m) Other Information. Promptly provide to IFC such information about the Borrower,
its assets and the Project that IFC requests from time to time on behalf of any Participant for
such Participants to satisfy requirements under applicable law and regulations, including those
concerning anti-money laundering and combating the financing of terrorism (AML/CFT).




Section 5.05. Insurance.



(a) Insurance Requirements and Borrower’s Undertakings. Unless IFC otherwise agrees,
the Borrower shall: (i) insure and keep insured, with financially sound and reputable insurers, all
assets and business against all insurable losses to include the insurances specified in Annex A and
any insurance required by law; (ii) punctually pay any premium, commission and any other amounts
necessary for effecting and maintaining in force each insurance policy; (iii) promptly notify the
relevant insurer of any material claim by the Borrower under a policy written by that insurer and
diligently pursue that claim; (iv) not do or omit to do, or permit to be done or not done, anything
which might prejudice the Borrower’s right to claim or recover under any insurance policy; (v) not
vary, rescind, terminate, cancel or cause a material change to any insurance policy; and (vi)
establish insurance requirements, and implement and maintain procedures to monitor such
requirements with respect to Sub-loans.


 


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(b) Policy Provisions. Unless IFC otherwise agrees, each insurance policy required to
be obtained pursuant to this Section 5.05 shall be on terms and conditions acceptable to IFC, and
shall contain provisions to the effect that no policy can expire nor can it be canceled or
suspended by the Borrower or the insurer for any reason (including failure to renew the policy or
to pay the premium or any other amount) unless IFC and, in the case of expiration or if
cancellation or suspension is initiated by the insurer, the Borrower receive at least forty-five
(45) days’ notice (or such lesser period as IFC may agree with respect to cancellation, suspension
or termination in the event of war and kindred peril) prior to the effective date of termination,
cancellation or suspension.



(c) Reporting Requirements. Unless IFC otherwise agrees, the Borrower shall provide
to IFC the following: (i) as soon as possible but, in any event, before the first Disbursement, a
copy of the Borrower’s procedures referred to in paragraph (a) (vi) of this Section 5.05, and from
time to time, if IFC so requests, information on insurances relating to Sub-loans; (ii) as soon as
possible but, in any event, before the first Disbursement, a policy statement from its insurance
agent or broker describing the insurance arrangements made by the Borrower to protect its assets
and operations and the terms and conditions of coverage under those arrangements (as to extent,
amount and exclusions); and (iii) on an annual basis promptly following renewal of each insurance
policy, a copy of each required insurance policy; and (iv) from time to time, any other insurance
related information as IFC requests.



Section 5.06. General Requirements Relating to Sub-loans. (a) The Borrower shall
apply prudent banking criteria in the evaluation and assessment of Eligible Sub-loans and Eligible
Sub-borrowers and determination of the terms and conditions of, including security for, Eligible
Sub-loans.



(b) Sub-loan Forms. Each Sub-loan shall be made upon such terms and conditions as
shall, at a minimum, cover all financial expenses incurred by the Borrower in connection with the
making, implementation and enforcement of that Sub-loan, and be evidenced by an agreement or
agreements conferring upon the Borrower valid and enforceable rights and imposing upon the relevant
Eligible Sub-borrower valid and enforceable obligations, all as necessary and appropriate to
protect the interests of the Borrower.



(c) Sub-loan Terms and Conditions. The Borrower shall make all appropriate
arrangements to ensure that each Sub-loan is made in such form and upon such terms and conditions
as to require each Eligible Sub-borrower to: (i) carry out the relevant project and conduct its
business with due diligence and efficiency and in accordance with sound financial and business
practices including, without limitation, making and maintaining in effect insurance arrangements as
set out in the Borrower’s procedures referred to in Section 5.05(a)(vi) (Insurance); (ii) at all
times comply with, and/or (as the case may be) fulfill all the requirements and conditions for the
qualification of Eligible Sub-borrowers and Eligible Sub-loans; (iii) design, construct, operate
and maintain and monitor all of its sites, plant, equipment and facilities included in the relevant
project in accordance with the S&E Requirements; (iv) as soon as possible, but no later than ten
(10) days after its occurrence, notify the Borrower of any incident, accident or circumstance
occurring on any site, plant, equipment or facility included in the relevant project or in any
manner associated with its implementation and/or operation having or which could reasonably be
expected to have a material adverse impact on the implementation or operation of the relevant
project in compliance with the S&E Requirements, or an adverse effect on the environment, health or
safety, including without limitation, explosions, spills or workplace accidents which result in
death, serious or multiple injury or major pollution,


 


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specifying, in each case, the nature of the incident, accident or circumstance and the impact or effect arising or likely to arise therefrom,
and the measures to be taken, or plans to be taken, to address them and prevent any future similar
event; and keep the Borrower informed of the on-going implementation of those measures; (v) in each
year submit to the Borrower a report on that Eligible Sub-borrower’s
performance in connection with the S&E Requirements containing the necessary information to
support the Borrower’s S&E Performance Report to be delivered to IFC pursuant to Section 5.04 (d)
(Reporting Requirements); (vi) permit representatives of IFC, the CAO and/or the Borrower to visit
any sites, plants, equipment or facilities included in the relevant project and any premises where
the business of the Eligible Sub-borrower associated with that project is conducted and to have
access to that Eligible Sub-borrower’s books of account and records and to its employees and
agents; (vii) provide such information as the Borrower or IFC may from time to time reasonably
require with respect to the operations and financial condition of that Eligible Sub-borrower and
the relevant project; and (viii) ensure that the proceeds of the relevant Sub-loan are not used in
reimbursement of, or used for, expenditures in the territories of any country which is not a member
of the World Bank or for goods produced or services supplied from such territories.



(d) Eligible Sub-loans Administration. The Eligible Sub-loans shall be administered by
the Borrower, in strict accordance with the provisions of the relevant Security Documents, provided
that, if an Event of Default occurs, such administration by the Borrower may become, at the sole
discretion of IFC, terminated, in which case IFC may further administer the Eligible Sub-loans or
delegate such administration in any reputable entity.



ARTICLE VI




Events of Default




Section 6.01. Acceleration after Default. If any Event of Default occurs and is
continuing, IFC may, by notice to the Borrower, require the Borrower to repay the GTLP Facility
immediately. On receipt of any such notice, the Borrower shall immediately repay the GTLP Facility
and pay all accrued interest on it, the prepayment premium specified in Section 2.06 (Prepayment)
and any other amounts payable under this Agreement. The Borrower waives any right that it might
have to further notice, presentment, demand or protest with respect to that demand for immediate
payment.




Section 6.02. Events of Default. It shall be an Event of Default if:



(a) Failure to Pay Principal or Interest. The Borrower fails to pay when due any
principal of or interest on the GTLP Facility and such failure continues for five (5) days;



(b) Failure to Comply with Obligations. The Borrower or any party to a Transaction
Document fails to comply with any of its obligations under this Agreement or any other Transaction
Document or any other agreement between the Borrower and IFC, including the Restructured IFC Loan
Agreements (other than for the payment of principal of, or interest on, the GTLP Facility) and such
failure continues for a period of thirty (30) days after the date on which IFC notifies the
Borrower of such failure;



(c) Misrepresentation. Any representation or warranty made in Article III or in
connection with the execution of, or any request (including a request for Disbursement) under, this
Agreement or any other Transaction Document is found to be incorrect in any material respect, for a
period of thirty (30) days counting as from IFC’s notification to the Borrower of such failure, and
such failure has a Material Adverse Effect on the repayment of the GTLP Facility;


 


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(d) Expropriation; Nationalization, Etc. Any Authority condemns, nationalizes,
seizes, expropriates or otherwise assumes custody or control of all or any substantial part of the
business, operations, property or other assets of the Borrower or of its share capital, or takes
any action for the dissolution of the Borrower or any action that would prevent the Borrower or its
officers from carrying on all or a substantial part of its business or operations;



(e) Bankruptcy Proceedings. (i) A court finds the Borrower bankrupt or insolvent, or
approves as properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Borrower under any applicable law, or appoints a receiver,
liquidator, trustee, sequestrator (or similar official) of the Borrower or of any substantial part
of its property or other assets, or orders the winding up or liquidation of its affairs; (ii) the
Borrower itself institutes proceedings to be adjudicated bankrupt or insolvent, or consents to the
institution of bankruptcy or insolvency proceedings against it, or files a petition or answer or
consent seeking reorganization or relief under any applicable law, or consents to the filing of any
such petition or to the appointment of a receiver, liquidator, trustee, sequestrator (or other
similar official) of the Borrower or of any substantial part of its property, or makes a general
assignment for the benefit of creditors, or admits in writing its inability to pay its debts
generally as they become due; (iii) the Argentine Central Bank (x) initiates a proceeding under
Section 34 of the Argentine Financial Entities Act 21,526 requesting the Borrower or any
Significant Subsidiary to submit a regularization plan or (y) orders a temporary, total or partial
suspension of the activities of the Borrower pursuant to Section 49 of the Argentine Central Bank’s
charter; (iv) an attachment, sequestration, distress or execution (or analogous process) is levied
or enforced upon or issued against the whole or any material part of the undertaking or assets or
property of the Borrower; or (v) any other event occurs which under any applicable law and/or
Banking Regulations would have an effect similar to any of those events listed above in this
subsection;



(f) Cross-Default. The Borrower fails to make any payment in respect of any of its
Liabilities (other than the GTLP Facility) or to perform any of its obligations under any agreement
pursuant to which there is outstanding any Liability, and any such failure continues for more than
any applicable period of grace or any such Liability becomes prematurely due and payable or is
placed on demand;



(g) Failure to Maintain Authorizations. Any Authorization necessary for the Borrower
to comply with its obligations under this Agreement or any other Transaction Document, or to carry
on its business or operations, is not obtained when required or is rescinded, terminated, lapses or
otherwise ceases to be in full force and effect, and is not restored or reinstated within 30 days
of notice by IFC to the Borrower;



(h) Revocation, Etc. This Agreement or any other Transaction Document or any of their
respective provisions for any reason (or in the case of any Security Document, ceases to provide
the security intended) is repudiated or its validity or enforceability at any time is challenged by
any Person unless such repudiation or challenge is withdrawn within thirty (30) days of IFC’s
notice to the Borrower, except that no such notice shall be required or, as the case may be, the
notice period shall terminate if and when that repudiation or challenge becomes effective; or




(h) Change of Control. A Change of Control occurs.


 


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Section 6.03. Bankruptcy. If the Borrower is liquidated or declared bankrupt, the
GTLP Facility, all interest accrued on it and any other amounts payable under this Agreement will
become immediately due and payable without any presentment, demand, protest or notice of any kind,
all of which the Borrower waives.



ARTICLE VII




Miscellaneous




Section 7.01. Saving of Rights. (a) The rights and remedies of IFC in relation to any
misrepresentation or breach of warranty on the part of the Borrower shall not be prejudiced by any
investigation by or on behalf of IFC into the affairs of the Borrower, by the execution or the
performance of this Agreement or by any other act or thing by or on behalf of IFC in connection
with this Agreement and which might, apart from this Section, prejudice such rights or remedies.



(b) No course of dealing and no failure or delay by IFC in exercising any power, remedy,
discretion, authority or other right under this Agreement or any other agreement shall impair, or
be construed to be a waiver of or an acquiescence in, that or any other power, remedy, discretion,
authority or right under this Agreement, or in any manner preclude its additional or future
exercise.



Section 7.02. Notices. Any notice, request or other communication to be given or
made under this Agreement shall be in writing. Subject to Section 5.04 (h) and (i) (Reporting
Requirements) and Section 7.04 (Applicable Law and Jurisdiction) any such communication shall be
deemed to have been duly given or made when it is delivered by hand, airmail, established courier
service, facsimile to the party’s address specified below or at such has from time to time,
designated by notice to the other party hereto, and shall be effective upon receipt.




For the Borrower:




BANCO DE GALICIA Y BUENOS AIRES S.A.

Tte. Gral. Juan Domingo Perón 407

(C1038AAI) Buenos Aires

República Argentina




Facsimile: (54-11) 3329-6429

Attention: Carlos López




For IFC:




International Finance Corporation

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

United States of America




Facsimile: (1-202) 947-4300

Attention: Director, Global Financial Markets




With a copy (in the case of communications relating to payments) sent to the
attention of the Senior Manager, Financial Operations Unit, at:




Facsimile: (1-202) 974-4371.


 


- 42 -









 





Section 7.03. English Language. All documents to be provided or communications to be
given or made under this Agreement shall be in English and where the original version of any such
document is not in English, shall be accompanied
by an English translation certified by an authorized representative to be a true and correct
translation of the original. IFC may, if it so requires, obtain an English translation of any
document or communication received in any other language at the cost and expense of the Borrower;
and in either case IFC may deem any such translation to be the governing version.



Section 7.04. Applicable Law and Jurisdiction. (a) This Agreement shall be governed
by and construed in accordance with the laws of the State of New York, United States of America.



(b) For the exclusive benefit of IFC, the Borrower irrevocably agrees that any legal action,
suit or proceeding arising out of or relating to this Agreement may be brought in the courts of the
United States of America located in the Southern District of New York or in the courts of the State
of New York located in the Borough of Manhattan. By the execution of this Agreement, the Borrower
irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding.
Final judgment against the Borrower in any such action, suit or proceeding shall be conclusive and
may be enforced in any other jurisdiction, including the Country, by suit on the judgment, a
certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any
other manner provided by law.



(c) Nothing in this Agreement shall affect the right of IFC to commence legal proceedings or
otherwise sue the Borrower in the Country or any other appropriate jurisdiction, or concurrently in
more than one jurisdiction, or to serve process, pleadings and other legal papers upon the Borrower
in any manner authorized by the laws of any such jurisdiction.



(d) The Borrower hereby irrevocably designates, appoints and empowers CT Corporation System,
with offices currently located at 111 Eighth Avenue, 13th Floor, New York, New York
100111, as its authorized agent solely to receive for and on its behalf service of any summons,
complaint or other legal process in any action, suit or proceeding IFC may bring in the State of
New York in respect of this Agreement.



(e) As long as this Agreement remains in force, the Borrower shall maintain a duly appointed
and authorized agent to receive for and on its behalf service of any summons, complaint or other
legal process in any action, suit or proceeding IFC may bring in New York, New York, United States
of America, with respect to this Agreement. The Borrower shall keep IFC advised of the identity
and location of such agent.



(f) The Borrower also irrevocably consents, if for any reason its authorized agent for service
of process of summons, complaint and other legal process in any action, suit or proceeding is not
present in New York, New York, to the service of such papers being made out of the courts of the
United States of America located in the Southern District of New York and the courts of the State
of New York located in the Borough of Manhattan by mailing copies of the papers by registered
United States air mail, postage prepaid, to the Borrower, at its address specified pursuant to
Section 7.02 (Notices). In such a case, IFC shall also send by facsimile, or have sent by
facsimile, a copy of the papers to the Borrower.


 


- 43 -









 





(g) Service in the manner provided in Sections 7.04 (d), (e) and (f) in any action, suit or
proceeding will be deemed personal service, will be accepted by the Borrower as such and will be
valid and binding upon the Borrower for all purposes of any such action, suit or proceeding.



(h) The Borrower irrevocably waives to the fullest extent permitted by applicable law:




	 	(i)	 	any objection which it may have now or in the future to the
laying of the venue of any action, suit or proceeding in any court referred to
in this Section;

	 
	 	(ii)	 	any claim that any such action, suit or proceeding has been
brought in an inconvenient forum;

	 
	 	(iii)	 	its right of removal of any matter commenced by IFC in the
courts of the State of New York to any court of the United States of
America; and

	 
	 	(iv)	 	any and all rights to demand a trial by jury in any such
action, suit or proceeding brought against such party by IFC.






(i) To the extent that the Borrower may be entitled in any jurisdiction to claim for itself or
its assets immunity in respect of its obligations under this Agreement or any other Transaction
Document to which it is a party, from any suit, execution, attachment (whether provisional or
final, in aid of execution, before judgment or otherwise) or other legal process or to the extent
that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its
assets, the Borrower irrevocably agrees not to claim and irrevocably waives such immunity to the
fullest extent permitted now or in the future by the laws of such jurisdiction.



(j) The Borrower hereby acknowledges that IFC shall be entitled under applicable law,
including the provisions of the International Organizations Immunities Act, to immunity from a
trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby brought against IFC in any court of the United States of America.
The Borrower hereby waives any and all rights to demand a trial by jury in any action, suit or
proceeding arising out of or relating to this Agreement or the transactions contemplated by this
Agreement, brought against IFC in any forum in which IFC is not entitled to immunity from a trial
by jury.



(k) To the extent that the Borrower may, in any action, suit or proceeding brought in any of
the courts referred to in Section 7.04 (b) or a court of the Country or elsewhere arising out of or
in connection with this Agreement or any other Transaction Document to which the Borrower is a
party, be entitled to the benefit of any provision of law requiring IFC in such action, suit or
proceeding to post security for the costs of the Borrower, or to post a bond or to take similar
action, the Borrower hereby irrevocably waives such benefit, in each case to the fullest extent now
or in the future permitted under the laws of the Country or, as the case may be, the jurisdiction
in which such court is located.


 


- 44 -









 





Section 7.05. Disclosure of Information. IFC may, notwithstanding the terms of any
other agreement between the Borrower and IFC, disclose any documents, records or information about
the project or the Borrower to (i) its outside counsel, auditors and rating agencies, (ii) any
Person who intends to purchase a Participation, and (iii) any other Person as IFC may deem
appropriate in connection with the administration of the GTLP Facility, including for the purpose
of exercising any power, remedy, right, authority, or discretion relevant to any Transaction
Document, or in connection with any proposed sale, transfer, assignment or other disposition of
IFC’s rights as contemplated by Section 7.06.



Section 7.06. Successors and Assignees. This Agreement binds and benefits the
respective successors and assignees of the parties.
However, the Borrower may not assign or delegate any of its rights or obligations under this
Agreement without the prior written consent of IFC.



Section 7.07. Amendments, Waivers and Consents. Any amendment or waiver of, or any
consent given under, any provision of this Agreement shall be in writing and, in the case of an
amendment, signed by the parties.



Section 7.08. Counterparts. This Agreement may be executed in several counterparts,
each of which is an original, but all of which together constitute one and the same agreement.



(signature page follows)



 


- 45 -









 







IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives,
have caused this Agreement to be signed in their respective names and to be delivered, as of the
date first above written.



	 	 	 	 	 	 	 
	 	 	BANCO DE GALICIA Y BUENOS AIRES S.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	INTERNATIONAL FINANCE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	and acting also as Executing Entity for Trust Fund Nbr. TF071560	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





 


- 46 -









 





ANNEX A


Page 1 of 1




INSURANCE REQUIREMENTS




(See Section 4.01(f) and Section 5.05(a)(i) of the Loan Agreement)




General Provisions




The insurances required to be arranged by the Borrower are those customarily expected of a prudent
financial institution, including but not limited to the following:




	 	a)	 	Fire and perils, or All Risks on assets;

	 
	 	b)	 	General Liability;

	 
	 	c)	 	Financial Institution Bond (Bankers’ Blanket Bond) including Computer Crime
and Electronic Fraud; and

	 
	 	d)	 	All insurances required by local legislation.






Special Provisions





	 	a)	 	Establish insurance requirements, and implement and maintain procedures to monitor
such requirements with respect to Sub-loans; and

	 
	 	b)	 	Deliver to IFC a description of the insurance requirements and the procedures instituted
by the Borrower to monitor insurances on all Sub-loans.




 


- 47 -









 






ANNEX B


Page 1 of 1




EXCLUSION LIST




(See Section 5.02(i) of the Loan Agreement)





	•	 	Production or trade in any product or activity deemed illegal under host country
laws or regulations or international conventions and agreements, or subject to
international bans, such as pharmaceuticals, pesticides/herbicides, ozone depleting
substances, PCB’s, wildlife or products regulated under CITES.

	 
	•	 	Production or trade in weapons and munitions1.

	 
	•	 	Production or trade in alcoholic beverages (excluding beer and wine)1

	 
	•	 	Production or trade in tobacco 1.

	 
	•	 	Gambling, casinos and equivalent enterprises 1.

	 
	•	 	Production or trade in radioactive materials. This does not apply to the purchase of
medical equipment, quality control (measurement) equipment and any equipment where IFC
considers the radioactive source to be trivial and/or adequately shielded.

	 
	•	 	Production or trade in unbonded asbestos fibers. This does not apply to purchase and
use of bonded asbestos cement sheeting where the asbestos content is less than 20%.

	 
	•	 	Drift net fishing in the marine environment using nets in excess of 2.5 km. in
length.

	 
	•	 	Production or activities involving harmful or exploitative forms of forced
labor2/harmful child labor3.

	 
	•	 	Commercial logging operations for use in primary tropical moist forest.

	 
	•	 	Production or trade in wood or other forestry products other than from sustainably
managed forests.





 






	 	 	 
	1	 	This does not apply to project sponsors who are not
substantially involved in these activities. “Not substantially involved”
means that the activity concerned is ancillary to a project sponsor’s
primary operations.

	 
	2	 	Forced labor means all work or service, not voluntarily
performed, that is extracted from an individual under threat of force or
penalty.

	 
	3	 	Harmful child labor means the employment of children
that is economically exploitive, or is likely to be hazardous to, or to
interfere with, the child’s education, or to be harmful to the child’s health,
or physical, mental, spiritual, moral, or social development.



 


- 48 -









 









ANNEX C


Page 1 of 3




SANCTIONABLE PRACTICES




(See Section 1.01 of the Loan Agreement)




ANTI-CORRUPTION GUIDELINES FOR IFC TRANSACTIONS




The purpose of these Guidelines is to clarify the meaning of the terms “Corrupt Practices”,
“Fraudulent Practices”, “Coercive Practices”, “Collusive Practices” and “Obstructive Practices” in
the context of IFC operations.



1. Corrupt Practices




A “Corrupt Practice” is the offering, giving, receiving or soliciting, directly or indirectly, of
anything of value to influence improperly the actions of another party.




Interpretation



A. Corrupt practices are understood as kickbacks and bribery. The conduct in question must
involve the use of improper means (such as bribery) to violate or derogate a duty owed by the
recipient in order for the payor to obtain an undue advantage or to avoid an obligation. Antitrust,
securities and other violations of law that are not of this nature are excluded from the definition
of corrupt practices.



B. It is acknowledged that foreign investment agreements, concessions and other types of
contracts commonly require investors to make contributions for bona fide social development
purposes or to provide funding for infrastructure unrelated to the project. Similarly, investors
are often required or expected to make contributions to bona fide local charities. These practices
are not viewed as Corrupt Practices for purposes of these definitions, so long as they are
permitted under local law and fully disclosed in the payor’s books and records. Similarly, an
investor will not be held liable for corrupt or fraudulent practices committed by entities that
administer bona fide social development funds or charitable contributions.



C. In the context of conduct between private parties, the offering, giving, receiving or
soliciting of corporate hospitality and gifts that are customary by internationally-accepted
industry standards shall not constitute corrupt practices unless the action violates applicable
law.



D. Payment by private sector persons of the reasonable travel and entertainment expenses of
public officials that are consistent with existing practice under relevant law and international
conventions will not be viewed as Corrupt Practices.


 


- 49 -









 





ANNEX C


Page 2 of 3




E. The World Bank Group does not condone facilitation payments. For the purposes of
implementation, the interpretation of “Corrupt Practices” relating to facilitation payments will
take into account relevant law and international conventions pertaining to corruption.



2. Fraudulent Practices




A “Fraudulent Practice” is any action or omission, including misrepresentation, that knowingly or
recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to
avoid an obligation.




Interpretation



A. An action, omission, or misrepresentation will be regarded as made recklessly if it is made
with reckless indifference as to whether it is true or false. Mere inaccuracy in such information,
committed through simple negligence, is not enough to constitute a “Fraudulent Practice” for
purposes of this Agreement.



B. Fraudulent Practices are intended to cover actions or omissions that are directed to or
against a World Bank Group entity. It also covers Fraudulent Practices directed to or against a
World Bank Group member country in connection with the award or implementation of a government
contract or concession in a project financed by the World Bank Group. Frauds on other third parties
are not condoned but are not specifically sanctioned in IFC, MIGA, or PRG operations. Similarly,
other illegal behavior is not condoned, but will not be considered as a Fraudulent Practice for
purposes of this Agreement.



3. Coercive Practices




A “Coercive Practice” is impairing or harming, or threatening to impair or harm, directly or
indirectly, any party or the property of the party to influence improperly the actions of a party.




Interpretation



A. Coercive Practices are actions undertaken for the purpose of bid rigging or in connection
with public procurement or government contracting or in furtherance of a Corrupt Practice or a
Fraudulent Practice.



B. Coercive Practices are threatened or actual illegal actions such as personal injury or
abduction, damage to property, or injury to legally recognizable interests, in order to obtain an
undue advantage or to avoid an obligation. It is not intended to cover hard bargaining, the
exercise of legal or contractual remedies or litigation.


 


- 50 -









 





ANNEX C


Page 3 of 3




4. Collusive Practices




A “Collusive Practice” is an arrangement between two or more parties designed to achieve an
improper purpose, including to influence improperly the actions of another party.




Interpretation



Collusive Practices are actions undertaken for the purpose of bid rigging or in connection
with public procurement or government contracting or in furtherance of a Corrupt Practice or a
Fraudulent Practice.



5. Obstructive Practices




An “Obstructive Practice” is (i) deliberately destroying, falsifying, altering or concealing of
evidence material to the investigation or making of false statements to investigators, in order to
materially impede a World Bank Group investigation into allegations of a corrupt, fraudulent,
coercive or collusive practice, and/or threatening, harassing or intimidating any party to prevent
it from disclosing its knowledge of matters relevant to the investigation or from pursuing the
investigation, or (ii) acts intended to materially impede the exercise of IFC’s access to
contractually required information in connection with a World Bank Group investigation into
allegations of a corrupt, fraudulent, coercive or collusive practice.




Interpretation



Any action legally or otherwise properly taken by a party to maintain or preserve its
regulatory, legal or constitutional rights such as the attorney-client privilege, regardless of
whether such action had the effect of impeding an investigation, does not constitute an Obstructive
Practice.




General Interpretation



A person should not be liable for actions taken by unrelated third parties unless the first
party participated in the prohibited act in question.



 


- 51 -









 







ANNEX D


Page 1 of 1




IFC TRANCHE ELIGIBLE SUB-LOANS CRITERIA




The IFC Tranche Eligible Sub-loans are intended to have a sustainability component, as follows:




- Energy Efficiency: Any project that reduces the consumption of energy used per
unit of energy generated or delivered, or per unit of productive use. Examples, among
others, include: energy efficient lighting, air conditioning and refrigeration, energy
efficient boilers, heat pumps and heat recovery devices, high efficiency electrical
motors and drivers, compressed air systems, sensors and automatic controls for energy
consumption, metering devices, fuel switching to cleaner fuels, etc.




- Cleaner Production: projects that minimize waste and emissions out of
industrial processes and maximize product output through best use of materials and energy
to avoid waste, waste water generation, and gaseous emissions, and also waste heat and
noise. Examples of initiatives under this field include: facilities upgrades, energy
management systems, water conservation systems, efficient lighting or heating,
fuel-switching, waste reuse and recycling technologies.




- Renewable Energy: projects that generate electricity or heat from renewable
energy sources (energy obtained from sources that are natural, rapidly replenished, and
essentially inexhaustible) such as: wind, water, solar, geothermal or biomass. This
includes switching a production process to a cleaner energy source. Examples of
initiatives under this field include: small hydro projects, wind turbines, biogas
generators for landfill, solar panels, and fuel-switching.



IFC Tranche Eligible Sub-loans shall be aimed at (i) reducing the environmental impact of their
agribusiness practices through the recycling of waste, and (ii) improving the efficiency in the
use of limited resources, like water and energy. In this regard, the new project/equipment being
financed under the IFC Tranche should have at least a fifteen per cent (15%) reduction in the
amount of water or energy used or waste recycled.


 


- 52 -









 





ANNEX E


Page 1 of 1




ESCASANY, AYERZA AND BRAUN FAMILY MEMBERS




	 	 	 
	Shareholder	 	Date of Birth
	 
	 	 
	Eduardo José Escasany

	 	June 30, 1950
	Abel Ayerza

	 	May 27, 1939
	Federico Braun

	 	February 4, 1948
	María Ofelia Escasany

	 	September 14, 1948
	Marta Braun

	 	January 30, 1937
	Santiago Braun

	 	September 16, 1942
	Mónica Estela Zartmann

	 	December 12, 1943
	María Braun

	 	September 17, 1946
	Miguel Braun

	 	November 30, 1973
	Susana Braun de Santillan

	 	September 22, 1944
	Inés Braun Ledesma

	 	December 5, 1976
	Pablo Braun Ledesma

	 	January 8, 1976
	Oscar Braun Malenchini

	 	December 28, 1961
	Sonia Braun Malenchini

	 	November 4, 1963
	Mercedes Guerrero de Authier

	 	August 31, 1961
	Isabel Guerrero de Romero

	 	December 19, 1962
	Francisca Guerrero de Aduriz

	 	April 29, 1965
	Adela María Ayerza de Gutiérrez

	 	October 19, 1936
	Josefina María Ayerza

	 	June 24, 1933
	María Teresa Ayerza

	 	February 2, 1935
	Silvestre Vila Moret

	 	April 26, 1971
	Fundación Banco de Galicia y Buenos Aires S.A.

	 	N/A





 


- 53 -









 





SCHEDULE 1




Page 1 of 2




FORM OF CERTIFICATE OF INCUMBENCY AND AUTHORITY




(See Section 1.01 and Section 4.01(h) of the Loan Agreement)




[Borrower’s Letterhead]




[Date]




International Finance Corporation

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

United States of America




Attention: Director, Global Financial Markets Department




Ladies and Gentlemen:



Investment No. 29759

Certificate of Incumbency and Authority




With reference to the Loan Agreement between us, dated September 8, 2010 (the “Loan
Agreement”), I, the undersigned [Chairman/Director] of Banco de Galicia y Buenos Aires S.A. (the
“Borrower”) duly authorized to do so, hereby certify that the following are the names, offices and
true specimen signatures of the persons [each] [any two] of whom are, and will continue to be
(until you receive authorized written notice from the Borrower that they, or any of them, no longer
continue to be), authorized:



(a) to sign on behalf of the Borrower the request for the disbursement of funds provided for
in Section 2.02 of the Loan Agreement and such other certificates, requests and documents required
or permitted to be made thereunder on behalf of the Borrower; and



(b) to take, in the name of the Borrower, any other action required or permitted to be taken,
done, signed or executed under the Loan Agreement or any other agreement to which IFC and the
Borrower may be parties.



	 	 	 	 	 
	*Name	 	Office	 	Specimen Signature
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	 
	 	 





 






	 	 	 
	*	 	As many, or as few, names may be included as the
Borrower shall desire.



 


- 54 -









 









SCHEDULE 1



Page 2 of 2




You may assume that any such person continues to be so authorized until you receive authorized
written notice from the Borrower that they, or any of them, is no longer so authorized.



	 	 	 	 	 
	 	Yours truly,



BANCO DE GALICIA Y BUENOS AIRES S.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	[Chairman/Director] 	 
	 




 


- 55 -











 





SCHEDULE 2


Page 1 of 2




FORM OF REQUEST FOR DISBURSEMENT (LOAN)




(See Section 2.02 (a) and Section 4.02 (g) of the Loan Agreement)



[Borrower’s Letterhead]



[Date]




International Finance Corporation

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

United States of America




Attention: Director, Global Financial Markets Department




Ladies and Gentlemen:




Investment No. 29759

Request for Loan Disbursement No. [______]*




1. Please refer to the Loan Agreement (the “Loan Agreement”) dated September 8, 2010, between Banco
de Galicia y Buenos Aires S.A. (the “Borrower”) and International Finance Corporation (“IFC”). All
terms defined in the Loan Agreement shall bear the same meanings herein.




2. The Borrower hereby requests the disbursement on                     , _____ (or as soon as practicable
thereafter) of the amount of                      (                    ) under the GTLP Facility (the
“Disbursement”) in accordance with the provisions of Section 2.02 (a) of the Loan Agreement. You
are requested to pay such amount to the account in [New York] of [name of Borrower] [name of
correspondent Bank], Account No.                      at [name and address of Bank] [for further credit to
the Borrower’s Account No.                      at [name and address of Bank] in [city and country].




3. For the purpose of Section 4.02 (g) of the Loan Agreement, the Borrower certifies as follows:




(a) No Event of Default and no Potential Event of Default has occurred and is continuing;



(b) The proceeds of that Disbursement: (i) are, at the date of this request, needed by the
Borrower for the purpose of originating Eligible Sub-loans under the Eligible Sub-loan Program
described in the Investment Report attached hereto, or will be needed for that purpose within three
(3) months of such date; and (ii) are not in reimbursement of, or to be used for, any purpose other
than on-lending to an Eligible Sub-borrower for the financing of an Eligible Sub-loan;





 




	 	 	 
	*	 	Each to be numbered in series.




 


- 56 -









 










SCHEDULE 2


Page 2 of 2




(c) since the date of this Agreement nothing has occurred which has or can reasonably be
expected to have a Material Adverse Effect;



(d) the representations and warranties made in Article III (Representations and Warranties) of
the Loan Agreement are true on and as of the date of this request and will be true as of the date
of Disbursement with the same effect as if those representations and warranties had been made on
and as of each such date (but in the case of Section 3.01 (c) (Representations and Warranties),
without the words in parentheses);



(e) after giving effect to that Disbursement, the Borrower would not be in violation of: (i)
its Charter; (ii) any provision contained in any document to which the Borrower is a party
(including this Agreement) or by which the Borrower is bound; or (iii) any law, rule, regulation,
Authorization or agreement or other document binding on the Borrower directly or indirectly
limiting or otherwise restricting the Borrower’s borrowing power or authority or its ability to
borrow;



(f) After taking into account the amount of that Disbursement and any other Liabilities
incurred by the Borrower after the date of the latest financial statements of the Borrower
delivered to IFC pursuant to Section 5.04 (a) (Reporting Requirements) of the Loan Agreement, the
Borrower would be in compliance with each of the financial covenants set out in Section 5.03
(Financial Covenants) of the Loan Agreement; and



The above certifications are effective as of the date of this request for Disbursement and
shall continue to be effective as of the date of the Disbursement. If any of these certifications
is no longer valid as of or prior to the date of the requested Disbursement, the Borrower will
immediately notify IFC and will repay the amount disbursed upon demand by IFC if Disbursement is
made prior to the receipt of such notice.



	 	 	 	 	 
	 	Yours faithfully,



BANCO DE GALICIA Y BUENOS AIRES S.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	[Authorized Representative]** 	 




			
	Copy to:	 	Director, Department of Financial Operations

International Finance Corporation








 




	 	 	 
	**	 	As named in the Borrower’s Certificate of Incumbency and Authority (see Schedule 1).




 


- 57 -









 










SCHEDULE 3


Page 1 of 1




FORM OF LOAN DISBURSEMENT RECEIPT




(See Section 2.02(b) of the Loan Agreement)



[Borrower’s Letterhead]



International Finance Corporation

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

United States of America




Attention: Director, Department of Financial Operations




Ladies and Gentlemen:




Investment No. 29759

Disbursement Receipt No. [_____]* (Loan)





We, Banco de Galicia y Buenos Aires S.A., hereby acknowledge receipt on the date hereof, of
the sum of                      (_____) disbursed to us by International Finance Corporation (“IFC”) under
the GTLP Facility of                      (_____) provided for in the Loan Agreement dated September 8, 2010
between our company and IFC.**



	 	 	 	 	 
	 	Yours truly,





BANCO DE GALICIA Y BUENOS AIRES S.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	[Authorized Representative]*** 	 





 




	 	 	 
	*	 	To correspond with number of the Disbursement
request. See Schedule 2.

	 
	**	 	Please note that in some jurisdictions one
has to be able to prove amounts disbursed.

	 
	***	 	As named in the Borrower’s Certificate of
Incumbency and Authority (see Schedule 1).




 


- 58 -









 










SCHEDULE 4


Page 1 of 1




FORM OF SERVICE OF PROCESS LETTER




(See Section 4.01(i) of the Loan Agreement)



[Letterhead of Agent for Service of Process]



[Date]




International Finance Corporation

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

Attention: Director, Global Financial Markets Department




Investment No. 29759

[Argentina]: [Borrower]




Ladies and Gentlemen:





Reference is made to (i) Section 7.04 of the Loan Agreement dated September 8, 2010 (the “Loan
Agreement”) between Banco de Galicia y Buenos Aires S.A. (the “Borrower”) and International Finance
Corporation (“IFC”). Unless otherwise defined herein, capitalized terms used herein shall have the
meaning specified in the Loan Agreement.



Pursuant to Section 7.04 (d) of the Loan Agreement, the Borrower has irrevocably designated
and appointed the undersigned, CT Corporation System with offices currently located at 111 Eighth
Avenue, 13th Floor, New York, New York 100111, United States of America, as its
authorized agent to receive for and on its behalf service of process in any legal action or
proceeding with respect to the Loan Agreement in the courts of the United States of America for the
Southern District of New York or in the courts if the State of New York located in the Borough of
Manhattan.



The undersigned hereby informs you that it has irrevocably accepted that appointment as
process agent as set forth in [each of] Section 7.04 (d) of the Loan Agreement, from                      until
                     and agrees with you that the undersigned (i) shall inform IFC promptly in writing of
any change of its address in New York, (ii) shall perform its obligations as such process agent in
accordance with the relevant provisions of Section 7.04 of the Loan Agreement, and (iii) shall
forward promptly to the Borrower any legal process received by the undersigned in its capacity as
process agent.



As process agent, the undersigned and its successor or successors agree to discharge the
above-mentioned obligations and will not refuse fulfillment of such obligations as provided under
Section 7.04 (d) of the Loan Agreement.



	 	 	 	 	 
	 	Very truly yours,



CT CORPORATION SYSTEM

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



cc: [Borrower]



 


- 59 -









 








SCHEDULE 5


Page 1 of 1




FORM OF PROMISSORY NOTE




(See Section 2.02(c) of the Loan Agreement)



“PAGARÉ




“U$S •




Buenos Aires, • de • de •




Por igual valor recibido en préstamo, pagaremos incondicionalmente a la vista a International
Finance Corporation, sin protesto, NO A LA ORDEN, la cantidad de Dólares Estadounidenses • millones
(U$S •).




El monto adeudado bajo el presente Pagaré devengará (i) un interés compensatorio del • % (• por
ciento) anual hasta la fecha del efectivo pago.; y (ii) En caso de falta de pago a la fecha de su
presentación al cobro, un interés punitorio del 2% (dos por ciento) anual desde la fecha de su
presentación al cobro hasta la fecha del efectivo pago.




Todos los pagos a efectuar en virtud de este Pagaré serán efectuados indefectiblemente en Dólares
Estadounidenses. El suscriptor renuncia en forma incondicional e irrevocable a invocar la teoría de
la imprevisión y onerosidad sobreviniente (Artículo 1198, párrafo segundo, del Código Civil de la
República Argentina).




Todos los montos adeudados en virtud del presente Pagaré serán pagados libres de, y sin deducciones
por, impuestos, tasas, gastos, derechos, y/o retenciones, presente o futuros, de cualquier
naturaleza o tipo, sean éstos de jurisdicción nacional o provincial de la Argentina, o impuestos
cobrados por cualquier autoridad impositiva de la Argentina. En caso de ser aplicable algún
impuesto, tasa, cargo, gasto, derecho y/o retención de la índole mencionada, éste será pagado
exclusivamente por el suscriptor.




En nuestro carácter de suscriptores, hacemos constar expresamente que ampliamos el plazo de
presentación para el pago de este Pagaré hasta siete (7) años a contar desde la fecha.




Lugar de pago: 2121 Pennsylvania Av. N.W., Washington DC 20433, Estados Unidos de América.




BANCO DE GALICIA Y BUENOS AIRES S.A.




	 	 	 	 	 

	Por:
	 	 	 	 
	 

	 	 

Nombre:
	 	 
	 

	 	Cargo:                     ”	 	 






[NOTARY PUBLIC CERTIFICATION SIGNATURES & SIGNATORIES’ CAPACITY]



 


- 60 -









 








SCHEDULE 6


Page 1 of 1




FORM OF LETTER TO BORROWER’S AUDITORS




(See Section 4.01(h) and Section 5.01(c) of the Loan Agreement)



[Borrower’s Letterhead]



[Date]




[NAME OF AUDITORS]

[ADDRESS]




Investment No. 29759

Argentina: Banco de Galicia y Buenos Aires S.A.




Ladies and Gentlemen:




We hereby authorize and request you to give to International Finance Corporation (“IFC”) of
2121 Pennsylvania Avenue, N.W., Washington, D.C. 20433, United States of America (“IFC”), all such
information as IFC may reasonably request with regard to (i) the financial statements of the
undersigned company, both audited and unaudited, and (ii) any management letter and other
communications from you to our company or its management, all of which we have agreed to supply
under the terms of a Loan Agreement between the undersigned company and IFC dated September 8, 2010
(the “Loan Agreement”). For your information, we enclose a copy of the Loan Agreement.



For our records, please ensure that you send us (i) a copy of all written communications you
receive from IFC immediately upon receipt thereof, and (ii) a copy of all communications made by
you to IFC immediately upon issuance thereof.



	 	 	 	 	 
	 	Yours truly,





BANCO DE GALICIA Y BUENOS AIRES S.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	[Authorized Representative]* 	 



Enclosure





			
	cc:	 	Director, Global Financial Markets Department

International Finance Corporation

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

United States of America








 




	 	 	 
	*	 	As named in the Borrower’s Certificate of Incumbency and Authority (see Schedule 1).




 


- 61 -









 










SCHEDULE 7


Page 1 of 1




FORM OF INVESTMENT REPORT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Eligible	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Sub-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Company	 	 	Loan	 	 	Interest	 	 	 	 	 	 	 	 	 	 	BCRA	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Description of Use	 
	 	 	Name	 	 	Amount	 	 	Rate*	 	 	Maturity	 	 	Industry	 	 	Ratings	 	 	Assets**	 	 	Sales**	 	 	Collateral***	 	 	of Proceeds	 
	Sub-borrower 1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-borrower 2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-borrower 3
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-borrower 4
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 









	 	 	 
	*	 	Specify if Floating or Fixed.

	 
	**	 	USD equivalent as of latest date available (within 3 months prior to disbursement request date).

	 
	***	 	Detailed description of the collateral, including latest valuation, latest valuation date, and
valuation method used.






 


- 62 -









 









SCHEDULE 8


Page 1 of 1




FORM OF ELIGIBLE SUB-LOANS STATUS REPORT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Outstanding	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Outstanding	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Initial	 	 	Principal	 	 	Scheduled	 	 	Scheduled	 	 	 	 	 	 	Principal	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Eligible Sub-	 	 	Amount prior to	 	 	Principal	 	 	Principal	 	 	Principal	 	 	Amount as of	 	 	Interest	 	 	Interest	 	 	Interest	 	 	 	 	 	 	 	 	 	 	BCRA	 	 	 	 	 	 	 	 	 	 	Description of	 	 	 	 
	 	 	loan Amount	 	 	Payment Date	 	 	Due	 	 	Paid	 	 	Prepayment	 	 	Payment Date	 	 	Due	 	 	Paid	 	 	Rate*	 	 	Maturity	 	 	Industry	 	 	Rating	 	 	Assets**	 	 	Sales**	 	 	Use of Proceeds	 	 	Collateral ***	 
	Sub-borrower/borrower of pledged loan 1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-borrower/borrower of pledged loan 2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-borrower/borrower of pledged loan 3
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sub-borrower/borrower of pledged loan 4
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 









	 	 	 
	*	 	Specify if fixed or floating

	 
	**	 	USD equivalent as of latest date available (within 3 months prior to disbursement request date)

	 
	***	 	Detailed description of the collateral, including latest valuation, latest valuation date, and
valuation method used.





 


- 63 -









 





SCHEDULE 9


Page 1 of 1




INFORMATION TO BE INCLUDED IN ANNUAL REVIEW OF OPERATIONS




(See Section 5.04 (b) (iv) of the Loan Agreement)



[The content of this Schedule should be reviewed with the Investment Officer to determine any

revisions appropriate for a particular transaction]




	(1)	 	Sponsors and Shareholdings. Information on significant changes in share ownership of
Borrower, the reasons for such changes, and the identity of major new shareholders.







	(2)	 	Country Conditions and Government Policy. Report on any material changes in local
conditions, including government policy changes, that directly affect the Borrower (e.g.
changes in government economic strategy, taxation, foreign exchange availability, price
controls, and other areas of regulations.)







	(3)	 	Management and Technology. Information on significant changes in (i) the Borrower’s
senior management or organizational structure, and (ii) technology used by the Borrower,
including technical assistance arrangements.







	(4)	 	Corporate Strategy. Description of any changes to the Borrower’s corporate or
operational strategy, including changes in products, degree of integration, and business
emphasis.







	(5)	 	Markets. Brief analysis of changes in Borrower’s market conditions (both domestic and
export), with emphasis on changes in market share and degree of competition.







	(6)	 	Operating Performance. Discussion of major factors affecting the year’s financial
results (sales by value and volume, operating and financial costs, profit margins, capacity
utilization, capital expenditure, etc.).







	(7)	 	Financial Condition. Key financial ratios for previous year, compared with ratios
covenanted in the Loan Agreement.







	(8)	 	AML/CFT. At least one of the following: (i) a report by the AML/CFT Officer on the
implementation of, and compliance with, the Borrower’s AML/CFT policies, procedures and
controls; (ii) an internal or external auditor’s assessment on the adequacy of the
Borrower’s policies, procedures and controls for AML/CFT; or (iii) a report by the AML/CFT
regulator of the Borrower concerning the Borrower’s compliance with local AML/CFT laws and
regulations;




 


- 64 -









 






SCHEDULE 10


Page 1 of 2




FORM OF PORTFOLIO REPORT




(See Section 5.04 (b) of the Loan Agreement)



Bank Name:

Date of Financial Year Ending (dd/mm/yy)

Exchange Rate (Local Currency/US$)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Portfolio >90 days	 	 	 	 
	 	 	Portfolio	 	 	overdue	 	 	Annual Disbursements	 
	 	 	 	 	 	 	Outstanding	 	 	 	 	 	 	Outstanding	 	 	 	 	 	 	Total Disbursed	 
	Loan Type	 	Number	 	 	Balance (US$)	 	 	Number	 	 	Balance (US$)	 	 	Number	 	 	FY ____ (US$)	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Consumer
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Housing Loans
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other Consumer
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Commercial Loans
(MSME & Corporate)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	<US$1,000
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	<US$5,000
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	<US$10,000
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	<US$100,000
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	<US$1 million
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	<US$2 million
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	>US$2 million
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Portfolio
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Comments:



 


- 65 -









 





SCHEDULE 10


Page 2 of 2




Guidelines for Completing this Table





	•	 	Provide data as of the final day of the financial institution’s financial year unless
otherwise specified.







	•	 	Provide data in Dollars, using the exchange rate (Pesos/ $) at the end of the financial
institution’s financial year if applicable.







	•	 	It is important that the table be filled in exactly as it is presented above, using the
pre-established loan size categories as IFC will be aggregating data across clients and
requires this for comparability.







	•	 	Loans should be put into loan type categories based on the size of the loan at origination.







	•	 	For overdue loans please report total loan amounts outstanding for which payments have not
been made (and not just the overdue portion).







	•	 	Do not include penalties and fees in the outstanding balances.







	•	 	Loans to individuals for business purposes should be included in commercial loans, not
consumer loans.







	•	 	Disbursements should include all loans disbursed over the course of the year. Where loans
are disbursed in tranches over two financial year periods, please include the full
disbursement amount in the year of the first disbursement.







	•	 	Please provide comments on any unusual aspects of the date in this table, or aberrations
from these guidelines.




 


- 66 -









 






SCHEDULE 11


Page 1 of 5




FORM OF S&E PERFORMANCE REPORT




(See Section 5.04 (d) of the Loan Agreement)



Please provide responses to the questions below. Please include additional sheets or attachments as
required to provide details on questions that have been answered Yes.




	 	 	 	 	 	 	 

	Name of Organization
	 	 	 	 	 	 
	Completed by (name):
	 	 	 	 	 	 
	Position in organisation:

	 	 	 	Date:	 	 
	Reporting period

	 	From:
	 	 	 	To:





Report Covering Period:



	 	 	 

	From:
	 	To:






For the reporting period, please provide the following information about your portfolio where
applicable:




(a) FI Business Lines




	 	 	 	 	 	 	 
	 	 	 	 	Total exposure	 	 
	 	 	 	 	outstanding for most	 	Average loan or
	 	 	 	 	recent FY year end	 	transaction size
	Product line	 	Description	 	(in US$)	 	(in US$)
	Retail banking/Consumer loans

	 	Loans or other financial products for individuals (includes retail housing finance and vehicle leasing)	 	 	 	 
	Long term:
	 	 	 	 	 	 
	Transactions with tenor greater
than 12 months
	 	 	 	 	 	 
	SME

	 	Any lending, leasing or other financial assistance to any corporate or legal entity other than an
individual, with individual transactions less than US $1 million	 	 	 	 
	Project finance/Large Corporate finance

	 	Any lending, leasing or other financial assistance to any corporate or legal entity other than an
individual, with individual transactions larger than US $1 million	 	 	 	 
	Trade finance
	 	 	 	 	 	 
	Short term (ST):
	 	 	 	 	 	 
	Transaction with tenor less than 12 months
	 	 	 	 	 	 
	ST Corporate finance
	 	 	 	 	 	 
	ST Trade finance
	 	 	 	 	 	 
	Other
	 	 	 	 	 	 
	Microfinance
	 	 	 	 	 	 
	Other (if applicable)

	 	Please describe	 	 	 	 






(b) Exposure by Industry Sectors


 


- 67 -









 





If there is any exposure in the area of SME or large corporate/project finance (your corporate
portfolio), please provide an indicative % of portfolio that these sectors represent of the total
corporate portfolio.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Outstanding	 	 	 	 
	 	 	 	 	 	 	exposure (in	 	 	% of corporate	 
	S. No	 	 	Industrial Sector	 	US$)	 	 	portfolio	 
	 	 	 	 	Animal Production
	 	 	 	 	 	 	 	 
	 	 	 	 	Apparel
	 	 	 	 	 	 	 	 
	 	 	 	 	Chemicals
	 	 	 	 	 	 	 	 
	 	 	 	 	Collective Investment Vehicles
	 	 	 	 	 	 	 	 
	 	 	 	 	Common Carriers
	 	 	 	 	 	 	 	 
	 	 	 	 	Construction and Real Estate
	 	 	 	 	 	 	 	 
	 	 	 	 	Consumer Goods
	 	 	 	 	 	 	 	 
	 	 	 	 	Crop Production
	 	 	 	 	 	 	 	 
	 	 	 	 	Electrical Equipment, Appliances and Components
	 	 	 	 	 	 	 	 
	 	 	 	 	Fabric Mills
	 	 	 	 	 	 	 	 
	 	 	 	 	Fabricated Metal Product Manufacturing
	 	 	 	 	 	 	 	 
	 	 	 	 	Finance & Insurance
	 	 	 	 	 	 	 	 
	 	 	 	 	Finishing (Dyeing, Printing, Finishing, etc.)
	 	 	 	 	 	 	 	 
	 	 	 	 	Fishing
	 	 	 	 	 	 	 	 
	 	 	 	 	Food & Beverages
	 	 	 	 	 	 	 	 
	 	 	 	 	Forestry
	 	 	 	 	 	 	 	 
	 	 	 	 	Furniture and Related Products
	 	 	 	 	 	 	 	 
	 	 	 	 	Integrated Textile Operation (Spinning, Weaving/Knitting,
but no Garment )
	 	 	 	 	 	 	 	 
	 	 	 	 	Internet Projects
	 	 	 	 	 	 	 	 
	 	 	 	 	Leather and Allied Products
	 	 	 	 	 	 	 	 
	 	 	 	 	Machinery and Other Industrial
	 	 	 	 	 	 	 	 
	 	 	 	 	Nonmetallic Mineral Product Manufacturing
	 	 	 	 	 	 	 	 
	 	 	 	 	Oil, Gas and Mining
	 	 	 	 	 	 	 	 
	 	 	 	 	Plastics & Rubber
	 	 	 	 	 	 	 	 
	 	 	 	 	Primary Metals
	 	 	 	 	 	 	 	 
	 	 	 	 	Printing & Publishing
	 	 	 	 	 	 	 	 
	 	 	 	 	Pulp & Paper
	 	 	 	 	 	 	 	 
	 	 	 	 	Spinning (Yarn, Including Integrated with Fiber Production)
	 	 	 	 	 	 	 	 
	 	 	 	 	Telecommunications
	 	 	 	 	 	 	 	 
	 	 	 	 	Textiles — Others
	 	 	 	 	 	 	 	 
	 	 	 	 	Transport Service
	 	 	 	 	 	 	 	 
	 	 	 	 	Transportation Equipment
	 	 	 	 	 	 	 	 
	 	 	 	 	Utilities
	 	 	 	 	 	 	 	 
	 	 	 	 	Warehousing & Storage
	 	 	 	 	 	 	 	 
	 	 	 	 	Wholesale and Retail Trade covering any of the following.
Gasoline stations, dry cleaners, printing, large auto and
truck fleets, photographic film processing and any
operations involving the use of any chemical of biological
wastes or materials
	 	 	 	 	 	 	 	 
	 	 	 	 	Wood Products
	 	 	 	 	 	 	 	 
	 	 	 	 	Total
	 	 	 	 	 	 	 	 





 


- 68 -









 






If engaged in long term SME or large corporate/project finance, please provide information as
requested of all loan assets meeting the following conditions:





	•	 	Longer than twelve (12) months tenor







	•	 	Larger than US $1 million outstanding exposure






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Type of loan	 	 	 	 	 	 	Value of	 	 	 	 	 	 	Any environmental and social	 
	Company/	 	(large corporate/	 	 	Tenor of loan	 	 	exposure	 	 	Industry	 	 	risks and measures taken to	 
	Project name	 	SME/trade finance)	 	 	(months)	 	 	(US$ mn)	 	 	Sector4	 	 	mitigate the risks	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 




	 	 	 
	4	 	Please use any standard classification or the sectors listed in the earlier table




 


- 69 -









 










Section 1.2 Social & Environmental Management System (SEMS)




	 	 	 	 	 
	Policies & Processes

	 	Yes/No	 	 
	Has your organization developed
and implemented an SEMS?

	 	 	 	If yes, please attach a copy of the SEMS to this report.
	If there is an SEMS already in
place, have there been any updates
to the SEMS or policy and
procedures adopted by your
organization during the reporting
period?

	 	 	 	If yes, please provide a copy of the updates including
dates and reasons for the same.
	Has senior management signed off
on the updated policy/procedure?

	 	 	 	If yes, please provide the date and internal
communication indicating the same.
	Please give details of any
transactions rejected on
environmental, health, safety or
social grounds.
	 	 	 	 
	Please state any difficulties
and/or constraints related to the
implementation of the social and
environmental procedures.
	 	 	 	 
	Please describe how you ensure
that your clients and their
projects are operated in
compliance with the National laws
and regulations and the
Performance Standards.
	 	 	 	 
	Please provide two sample internal
S&E review reports conducted for
projects considered last year.
(Only applicable if the
Performance Standards is an S&E
Requirement)
	 	 	 	 
	Please give details of any
material social and environmental
issues associated with borrowers
during the reporting period in
particular.
	 	 	 	 
	Capacity

	 	Yes/No	 	 
	Please provide the name and
contact information of the
Environmental Officer or
Coordinator who has the overall
responsibility for the
implementation of SEMS.

	 	 	 	Please describe the training or learning activities the
Environmental Officer or Coordinator attended during
year.
	Please provide current staffing of
other core SEMS persons in the
organization involved with SEMS
implementation.

	 	 	 	Please describe the training provided to the SEMS
persons and other team members during year.
	What was the budget allocated to
the SEMS and its implementation
during the year?

	 	 	 	Please provide budget details including staff costs and
training as well as any actual costs.
	Monitoring

	 	Yes/No	 	 
	Do you receive any non-financial
reporting from industrial projects
that you finance?

	 	 	 	If yes, please describe and provide supporting
documents including any social and environmental
considerations if applicable.
	Do you check for ongoing
compliance of your projects with
national regulation and any other
requirements such as the
Performance Standards?

	 	 	 	If yes, please describe the process including any
social and environmental considerations if applicable.
	Please describe how you monitor
the client and project social and
environmental performance. Please
provide the following information:

	 	 	 	Please describe and provide supporting documents and
please provide information on the number of projects
where a field visit was conducted by staff to review
aspects including social and environmental issues.
	•    Number of projects
n portfolio
classified as category A or B 

	 	 	 	 
	•    Number providing 

annual reports

	 	 	 	 
	•    Number of projects
where a field
visit was conducted by a bank
staff to review aspects including
and social and environmental
issues

	 	 	 	 
	Please provide details of any
accidents/ litigation/complaints/regulatory
notices and
fines:
	 	 	 	 
	•    Any incidents of
non-compliance
with the S&E Requirements

	 	 	 	 
	•    Covenants/conditionalities
imposed by the Bank as a result of
any non-compliance

	 	 	 	 
	Reporting

	 	Yes/No	 	 
	Is there an internal process to
report on social and environmental
issues to Senior management?

	 	 	 	If yes, please explain the process, reporting format
and frequency and actions taken if any.
	Do you prepare any social and
environmental reports:

	 	 	 	If yes, please provide copies of these reports.
	•    For other MLAs

	 	 	 	 
	•    Other stakeholders

	 	 	 	 
	•    S&E reporting in the Annual Report

	 	 	 	 
	•    Sustainability reports

	 	 	 	 





 


- 70 -









 






Activities on IFC Exclusion List




	 	 	 	 	 

	If any, please indicate the dollar percentage of loans or
investments out of your total outstanding exposure
provided to clients who are substantially involved in IFC
excluded activities.
	 	 	—	%
	If the percentage is not zero, please explain these
exposures and any steps having been taken to reduce such
exposure.
	 	 	 	 






Sustainable finance




Have you made any investments in projects that have social and environmental
benefits such as investing in management systems, energy efficiency, renewable
energy, cleaner production, pollution management, supply chain greening, corporate
social responsibility, community development etc? Please list these in the format
provided below:



	 	 	 	 	 
	 	 	 	 	Value financed by the company	 	 	Type of social and environmental	 
	Project Name	 	 	(US$ million)	 	 	benefit5	 







 




	 	 	 
	5	 	Examples are cleaner production, energy
efficiency, renewable energy, carbon finance, management system improvement,
sustainable supply chain, corporate social responsibility etc.




 


- 71 -









 




SCHEDULE 12


Page 1 of 1




SEMS PLAN




(See Section 5.01 (j) of the Loan Agreement)



	 	 	 	 	 
	Type of Action	 	Suggested Action	 	Timeframe
	Enhancing the SEMS per the Applicable Requirements	 	The Borrower shall revise its S&E Management System to:

•    Incorporate the latest version of the IFC Exclusion List for screening Relevant Financing Operations; and

	 	Within 3 months of Commitment
	 	•    Include screening projects against applicable IFC Performance Standards. The IFC Performance Standards are available on
http://www.ifc.org/ifcext/enviro.nsf/Content/EnvSocStandards

	 	 
	 	 	 
	 	 
	Staff training
	 	The Borrower shall ensure that all staff responsible for implementation of the S&E Management System is trained to be able to ensure its effective implementation.

	 	At all times






 


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