Page  1
CONFORMED COPY 
 
LOAN NUMBER 7674-PE 
 
Loan Agreement 
 
(Environmental Development Policy Loan) 
 
between 
 
REPUBLIC OF PERÚ 
 
and 
 
INTERNATIONAL BANK FOR RECONSTRUCTION 
AND DEVELOPMENT 
 
Dated September 8, 2009
 
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LOAN NUMBER 7674-PE 
 
LOAN AGREEMENT 
 
Agreement dated September 8, 2009, entered into between REPUBLIC OF 
PER
Ú
(“Borrower”) and INTERNATIONAL BANK FOR RECONSTRUCTION AND 
DEVELOPMENT (“Bank”) for the purpose of providing financing in support of the 
Program (as defined in the Appendix to this Agreement).   
 
WHEREAS (A) the Bank has decided to provide this financing on the basis, 
inter 
alia
,
of: (a) the actions which the Borrower has already taken under the Program and 
which are described in Section I of Schedule 1 to this Agreement; and (b) the Borrower’s 
maintenance of an appropriate macro-economic policy framework; and   
 
WHEREAS (B) the Borrower may opt to withdraw the equivalent of 
$20,000,000 on or after the Effective Date and keep the remaining $310,000,000 of the 
Loan as a contingency for future withdrawals. 
 
The Borrower and the Bank therefore hereby agree as follows: 
 
ARTICLE I 
—
GENERAL CONDITIONS; DEFINITIONS 
 
1.01. 
The General Conditions (as defined in the Appendix to this Agreement) 
constitute an integral part of this Agreement. 
 
1.02. 
Unless the context requires otherwise, the capitalized terms used in this 
Agreement have the meanings ascribed to them in the General Conditions or in 
the Appendix to this Agreement. 
 
ARTICLE II 
—
LOAN 
 
2.01. 
The Bank agrees to lend to the Borrower, on the terms and conditions set forth or 
referred to in this Agreement, the amount of three hundred and thirty million 
Dollars ($330,000,000), as such amount may be converted from time to time 
through a Currency Conversion in accordance with the provisions of Section 2.07 
of this Agreement (“Loan”).  
 
2.02. 
The Borrower may withdraw the proceeds of the Loan in support of the Program 
in accordance with Section II of Schedule 1 to this Agreement.
 
2.03. 
The Front-end Fee payable by the Borrower shall be equal to one quarter of one 
percent (0.25%) of the Loan amount.  In the event that the Borrower elects not to 
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2
capitalize the Front-end Fee, the Borrower shall pay the Front-end Fee not later 
than 60 days after the Effective Date. 
 
2.04. 
The interest payable by the Borrower for each Interest Period shall be at a rate 
equal to LIBOR for the Loan Currency plus the Variable Spread; provided, that 
upon a Conversion of all or any portion of the principal amount of the Loan, the 
interest payable by the Borrower during the Conversion Period on such amount 
shall be determined in accordance with the relevant provisions of Article IV of 
the General Conditions.  Notwithstanding the foregoing, if any amount of the 
Withdrawn Loan Balance remains unpaid when due and such non-payment 
continues for a period of thirty days, then the interest payable by the Borrower 
shall instead be calculated as provided in Section 3.02 (d) of the General 
Conditions. 
 
2.05. 
The Payment Dates are March 15 and September 15 in each year. 
 
2.06. 
(a) 
Except as otherwise provided in paragraph (b) of this Section, the 
principal amount of the Loan shall be repaid in accordance with the 
provisions of Schedule  2 to this Agreement. 
 
(b) 
The Borrower may, at the time of requesting a Withdrawal, also request 
repayment provisions different from those set out in Schedule 2 to this 
Agreement for such Withdrawal, provided that: (i) the average maturity 
of such Withdrawal does not exceed 18 years from the Withdrawal Date 
and the final maturity of such Withdrawal does not exceed 30 years from 
the Withdrawal Date (or such other average maturity and/or final 
maturity as may be generally applicable to loans made by the Bank to the 
Borrower at the time of such agreement); and (ii) such repayment 
provisions have been agreed between the Borrower and the Bank prior to 
the Withdrawal Date of such Withdrawal. 
 
2.07. 
(a) 
The Borrower may at any time request any of the following Conversions 
of the terms of the Loan in order to facilitate prudent debt management: 
(i) a change of the Loan Currency of all or any portion of the principal 
amount of the Loan, withdrawn or unwithdrawn, to an Approved 
Currency; (ii) a change of the interest rate basis applicable to all or any 
portion of the principal amount of the Loan withdrawn and outstanding 
from a Variable Rate to a Fixed Rate, or vice versa; and (iii) the setting 
of limits on the Variable Rate applicable to all or any portion of the 
principal amount of the Loan withdrawn and outstanding by the 
establishment of an Interest Rate Cap or Interest Rate Collar on the 
Variable Rate. 
 
(b) 
Any conversion requested pursuant to paragraph (a) of this Section that 
is accepted by the Bank shall be considered a “Conversion”, as defined 
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3
in the General Conditions, and shall be effected in accordance with the 
provisions of Article IV of the General Conditions and of the Conversion 
Guidelines.  
2.08. 
Without limitation upon the provisions of Section 5.08 of the General Conditions 
(renumbered as such pursuant to paragraph 4 of Section II of the Appendix to this 
Agreement and relating to 
Cooperation and Consultation
), the Borrower shall 
promptly furnish to the Bank such information relating to the provisions of this 
Article II as the Bank may, from time to time, reasonably request. 
 
2.09. 
The Borrower’s Minister of Economy and Finance or the Borrower’s Director of 
Public Indebtedness, or any person whom any of them shall designate in writing 
is designated as the representative of the Borrower for the purposes of taking any 
action required or permitted to be taken under the provisions of Section 2.02 of 
this Agreement and Article II of the General Conditions. 
 
ARTICLE III 
—
PROGRAM 
 
3.01. 
The Borrower declares its commitment to the Program and its implementation.  
To this end, and further to Section 5.08 of the General Conditions: 
 
(a) the 
Borrowe
r
and the Bank shall: (i) regularly monitor the Borrower’s 
macroeconomic policy framework and the progress achieved in carrying 
out the Program; and (ii) from time to time, at the request of either party, 
exchange views on these matters and the actions specified in Section I of 
Schedule 1 to this Agreement;  
 
(b) 
prior to each such exchange of views, the Borrower shall furnish to the 
Bank for its review and comment a report on the progress achieved in 
carrying out the Program, in such detail as the Bank shall reasonably 
request; and 
 
(c) 
without limitation upon the provisions of paragraphs (a) and (b) of this 
Section, the Borrower shall promptly inform the Bank of any situation 
that would have the effect of materially: (i) impairing the Borrower’s 
ability to maintain an appropriate macroeconomic policy framework; or 
(ii) reversing the objectives of the Program or any action taken under the 
Program including any action specified in Section I of Schedule 1 to this 
Agreement. 
 
ARTICLE IV 
—
REMEDIES OF THE BANK 
 
4.01. 
The Additional Events of Suspension consist of the following: 
 
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4
(a) 
A situation has arisen which shall make it improbable that the Program, 
or a significant part of it, will be carried out. 
 
(b) The 
Borrower’s macroeconomic policy framework has become 
inconsistent with the objectives of the Program. 
(c) 
An action has been taken or a policy has been adopted to reverse any 
action or policy under the Program (including any action listed in Section 
I
of
Schedule 1 to this Agreement) in a manner that would, in the opinion 
of the Bank, adversely affect the achievement of the objectives of the 
Program. 
 
ARTICLE V 
—
TERMINATION
 
5.01. 
Without prejudice to the provisions of the General Conditions, the Effectiveness 
Deadline is the date ninety (90) days after the date of this Agreement, but in no 
case later than eighteen (18) months after the Bank’s approval of the Loan which 
expire on August 17, 2010. 
 
ARTICLE VI 
—
REPRESENTATIVE; ADDRESSES
 
6.01. 
Except as provided in Section 2.09 of this Agreement, the Borrower
’s 
representative is its Minister of Economy and Finance, provided that the 
Borrower’s Director of Public Indebtedness may, by him or herself, represent the 
Borrower to sign amendments to this Agreement which are considered of an 
administrative and non-financial nature.  The signing by such Director of an 
amendment shall constitute a representation by the Borrower that any such 
amendment is considered to be administrative and non-financial in nature. 
 
6.02. 
The Borrower’s Address is: 
 
Ministry of Economy and Finance 
 Jr. 
Junín 
319 
 Lima, 
Perú 
 Facsimile: 
    (511) 
626-9921 
 
6.03. 
The Bank’s Address is: 
 
International Bank for Reconstruction and Development 
1818 H Street, N.W. 
Washington, D.C. 20433 
United States of America 
 
Cable 
address: 
 Telex: 
  Facsimile: 
 
INTBAFRAD  
248423(MCI) 
or 
1-202-477-6391 
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5
Washington, D.C. 
 64145(MCI) 
 
AGREED at Lima, Peru, as of the day and year first above written. 
 
REPUBLIC OF PERU 
 
By /s/ Luis Carranza Ugarte 
 
Authorized Representative 
 
INTERNATIONAL BANK FOR 
 
RECONSTRUCTION AND DEVELOPMENT 
 
By /s/ C. Felipe Jaramillo 
 
Authorized Representative 
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6
SCHEDULE 1 
 
Program Actions; Availability of Loan Proceeds 
 
Section I. 
Actions Taken under the
Program
The actions taken by the Borrower under the Program include the following: 
 
A. 
The Borrower has issued the Legislative Decree No.1013, dated May 13, 2008, 
published in the Official Gazette, dated May 14, 2008, which created MINAM 
and established its organization and key functions. 
 
B. 
The Borrower has issued the Supreme Decree No.006-2008-MINAM, dated 
November 15, 2008, with the regulation establishing functions of the SERNANP. 
 
C. 
The Borrower has issued: (i) the Supreme Decree No.002-2008-MINAM, dated 
July 31, 2008 and the Supreme Decree No.003-2008-MINAM, dated August 22, 
2008, which set the Environmental Quality Standards (ECAs) for water and air 
emissions, respectively; and (ii) the Borrower has issued the Supreme Decree 
No.010-2008-PRODUCE  which set the Maximum Permissible Levels (LMPs) 
for the fish industry. 
 
D. 
The Borrower has issued the Law No. 28526, dated May 25, 2005 and 
subsequently the Legislative Decree No. 1042, published in the Official Gazette, 
dated June 26, 2008, both of which modified the Borrower’s Law No. 28271, 
dated July 2, 2004, to place the responsibility for remediating mining 
environmental legacies (MELs) on private holders (even after mining title and/or 
concessions have expired) and forbids the granting of new mining concessions to 
companies that have not remediated their MELs on other sites. 
 
E. 
The Borrower has issued the Supreme Decree No. 028-2008-EM, dated May 26, 
2008 and published in the Official Gazette, dated May 27, 2008, Ministerial 
Resolution No. 304-2008-MEM/DM, dated June 24, 2008 and published in the 
Official Gazette, dated June 26, 2008, which approved a regulation defining 
public and community participation during the concession, exploration, 
exploitation, execution and mine closing phases of the mining cycle.  
 
F. 
The Borrower has enacted the Law No. 28694, dated March 20, 2006, and 
published in the Official Gazette, dated March 22, 2006, which establishes 
reduction of sulfur in diesel to 50ppm by 2010. 
 
G. 
The Borrower has issued the Supreme Decree No. 016-2008-MTC, dated April 
17, 2008, and published in the Official Gazette, April 18, 2008, which approved a 
regulation promoting vehicle conversion from gasoline to natural gas and the 
establishment of stations supplying natural gas. 
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H. 
The Borrower has issued the Legislative Decree No. 1084, dated June 27, 2008 
and published in the Official Gazette, dated June 28, 2008, which regulates 
A
nchoveta 
fishing quotas by vessel, and establishes social protection measures 
for potential displaced workers. 
 
Section II. 
Availability of Loan Proceeds
A. General. 
 
The Borrower may withdraw the proceeds of the Loan in accordance 
with the provisions of this Section and such additional instructions as the Bank 
may specify by notice to the Borrower. 
 
B. 
Allocation of Loan Amounts.
 
The Borrower shall be entitled to withdraw the 
proceeds of the Loan from the Loan account in support of the Program in various 
drawdowns of a single tranche, all withdrawals subject to the conditions set forth 
in paragraph D below.   The allocation of the amounts of the Loan to this end is 
set out in the table below: 
 
Allocations
Amount of the Loan 
Allocated 
(expressed in Dollars
)
Single Tranche 
330,000,000 
 
TOTAL 
AMOUNT 
330,000,000 
C. 
Payment of Front-end Fee.  
No
 
withdrawal shall be made from the Loan 
Account until the Bank has received payment in full of the Front-end Fee. 
 
D. Withdrawal 
of 
Loan 
Proceeds. 
 
If, at any time prior to the receipt by the Bank 
of a request for withdrawal of an amount of the Loan, in the course of its 
monitoring referred to in Section 3.01 of this Agreement, the Bank determines 
tha
t
a
review of the Borrower’s macroeconomic policy framework or of its 
progress in carrying out the Program is warranted, the Bank shall give notice to 
the Borrower to that effect.  Upon the giving of such notice, no withdrawals shall 
be made of the Unwithdrawn Loan Balance unless and until the Bank has 
notified the Borrower of its satisfaction, after an exchange of views as described 
in paragraphs (a) and (b) of said Section 3.01, with (1) the progress achieved by 
the Borrower in carrying out the Program; and (2) the appropriateness of the 
Borrower’s macroeconomic policy framework. 
 
E. 
Deposits of Loan Amounts.
 
Except as the Bank may otherwise agree: 
 
1. 
all withdrawals from the Loan Account shall be deposited by the Bank into an 
account designated by the Borrower and acceptable to the Bank; and 
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8
2.  
the Borrower shall ensure that upon each deposit of an amount of the Loan into 
this account, an equivalent amount is accounted for in the Borrower’s budget 
management system, in a manner acceptable to the Bank. 
 
F. Excluded 
Expenditures
.
The Borrower undertakes that the proceeds of the 
Loan shall not be used to finance Excluded Expenditures. If the Bank determines 
at any time that an amount of the Loan was used to make a payment for an 
Excluded Expenditure, the Borrower shall, promptly upon notice from the Bank, 
refund an amount equal to the amount of such payment to the Bank. Amounts 
refunded to the Bank upon such request shall be cancelled.
 
G. 
Closing Date.  
The Closing Date is September 8, 2012.  The Bank may, by 
notice to the Borrower, extend said Closing Date up to three more years, 
provided that the overall Program continues to be implemented in a manner 
satisfactory to the Bank and macroeconomic policies are adequate. 
 
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SCHEDULE 2 
 
Amortization Schedule 
 
1. 
The following table sets forth the Principal Payment Dates of the Loan and the 
percentage of the total principal amount of the Loan payable on each Principal 
Payment Date (“Installment Share”).  If the proceeds of the Loan have been fully 
withdrawn as of the first Principal Payment Date, the principal amount of the 
Loan repayable by the Borrower on each Principal Payment Date shall be 
determined by the Bank by multiplying:  (a) Withdrawn Loan Balance as of the 
first Principal Payment Date; by (b) the Installment Share for each Principal 
Payment Date, such repayable amount to be adjusted, as necessary, to deduct any 
amounts referred to in paragraph 4 of this Schedule, to which a Currency 
Conversion applies. 
 
Principal Payment Date 
Installment Share 
(Expressed as a Percentage)
 
September 15, 2022 
10% 
March 15, 2023 
10% 
September 15, 2023 
20% 
March 15, 2028 
20% 
September 15, 2028 
10% 
March 15, 2029 
15% 
September 15, 2029 
10% 
March 15, 2030 
5% 
2.  
If the proceeds of the Loan have not been fully withdrawn as of the first Principal 
Payment Date, the principal amount of the Loan repayable by the Borrower on 
each Principal Payment Date shall be determined as follows: 
 
(a) 
To the extent that any proceeds of the Loan have been withdrawn as of 
the first Principal Payment Date, the Borrower shall repay the 
Withdrawn Loan Balance as of such date in accordance with paragraph 1 
of this Schedule. 
 
(b) 
Any amount withdrawn after the first Principal Payment Date shall be 
repaid on each Principal Payment Date falling after the date of such 
withdrawal in amounts determined by the Bank by multiplying the 
amount of each such withdrawal by a fraction, the numerator of which is 
the original Installment Share specified in the table in paragraph 1 of this 
Schedule for said Principal Payment Date (“Original Installment Share”) 
and the denominator of which is the sum of all remaining Original 
Installment Shares for Principal Payment Dates falling on or after such 
date, such amounts repayable to be adjusted, as necessary, to deduct any 
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amounts referred to in paragraph 4 of this Schedule, to which a Currency 
Conversion applies.
 
3. 
(a) 
Amounts of the Loan withdrawn within two calendar months prior to any 
Principal Payment Date shall, for the purposes solely of calculating the 
principal amounts payable on any Principal Payment Date, be treated as 
withdrawn and outstanding on the second Principal Payment Date 
following the date of withdrawal and shall be repayable on each 
Principal Payment Date commencing with the second Principal Payment 
Date following the date of withdrawal. 
 
(b) 
Notwithstanding the provisions of sub-paragraph (a) of this paragraph, if 
at any time the Bank adopts a due-date billing system under which 
invoices are issued on or after the respective Principal Payment Date, the 
provisions of such sub-paragraph shall no longer apply to any 
withdrawals made after the adoption of such billing system.  
 
4. 
Notwithstanding the provisions of paragraphs 1 and 2 of this Schedule, upon a 
Currency Conversion of all or any portion of the Withdrawn Loan Balance to an 
Approved Currency, the amount so converted in the Approved Currency that is 
repayable on any Principal Payment Date occurring during the Conversion 
Period, shall be determined by the Bank by multiplying such amount in its 
currency of denomination immediately prior to the Conversion by either: (i) the 
exchange rate that reflects the amounts of principal in the Approved Currency 
payable by the Bank under the Currency Hedge Transaction relating to the 
Conversion; or (ii) if the Bank so determines in accordance with the Conversion 
Guidelines, the exchange rate component of the Screen Rate.  
 
5. 
If the Withdrawn Loan Balance is denominated in more than one Loan Currency, 
the provisions of this Schedule shall apply separately to the amount denominated 
in each Loan Currency, so as to produce a separate amortization schedule for 
each such amount. 
 
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APPENDIX 
 
Section I.  Definitions 
 
1. 
“
Anchoveta
”
means anchovy. 
 
2. 
“ECAs” means environmental quality standards.  
 
3. 
“Excluded Expenditure” means any expenditure: 
 
(a)  
for goods or services supplied under a contract which any national or 
international financing institution or agency other than the Bank or the 
Association has financed or agreed to finance, or which the Bank or the 
Association has financed or agreed to finance under another loan, credit, 
or grant; 
 
(b) 
for goods included in the following groups or sub-groups of the Standard 
International Trade Classification, Revision 3 (SITC, Rev.3), published 
by the United Nations in Statistical Papers, Series M, No. 34/Rev.3 
(1986) (the SITC), or any successor groups or subgroups under future 
revisions to the SITC, as designated by the Bank by notice to the 
Borrower: 
 
Group 
Sub-group 
Description of Item 
112  
Alcoholic 
beverages 
121  
Tobacco, 
un-manufactured, 
tobacco refuse 
122 
 
Tobacco, manufactured (whether 
or not containing tobacco 
substitutes) 
525 
 
Radioactive and associated 
materials 
667 
 
Pearls, precious and semiprecious 
stones, unworked or worked 
718 718.7 
 
Nuclear reactors, and parts 
thereof; fuel elements (cartridges), 
non-irradiated, for nuclear reactors 
728 
728.43 
Tobacco processing machinery 
897 
897.3 
Jewelry of gold, silver or platinum 
group metals (except watches and 
watch cases) and goldsmiths’ or 
silversmiths’ wares (including set 
gems) 
971 
 
Gold, non-monetary (excluding 
gold ores and concentrates) 
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(c) 
for goods intended for a military or paramilitary purpose or for luxury 
consumption; 
 
(d) 
for environmentally hazardous goods, the manufacture, use or import of 
which is prohibited under the laws of the Borrower or international 
agreements to which the Borrower is a party; 
 
(e) 
on account of any payment prohibited by a decision of the United 
Nations Security Council taken under Chapter VII of the Charter of the 
United Nations; and 
 
(f) 
with respect to which the Bank determines that corrupt, fraudulent, 
collusive or coercive practices were engaged in by representatives of the 
Borrower or other recipient of the Loan proceeds, without the Borrower 
(or other such recipient) having taken timely and appropriate action 
satisfactory to the Bank to address such practices when they occur. 
 
4. 
“General Conditions” means the “International Bank for Reconstruction and 
Development General Conditions for Loans”, dated July 1, 2005 (as amended 
through February 12, 2008) with the modifications set forth in Section II of this 
Appendix. 
 
5. 
“LMPs” means maximum permissible levels. 
 
6. 
“MELs” means mining environmental legacies. 
 
7. 
“MINAM” means the Borrower’s Ministry of Environment. 
 
8. 
“Official Gazette” means the Borrower’s publication 
El Peruano. 
 
9. 
“Program” means the program of actions, objectives and policies designed to 
promote growth and achieve sustainable reductions in poverty and set forth or 
referred to in the letter dated November 24, 2008, from the Borrower to the 
Bank, declaring the Borrower’s continuous commitment to the execution of the 
Program, and requesting assistance from the Bank in support of the Program 
during its execution. 
 
10. 
“SERNANP” means the Borrower’s National Service for Natural Protected 
Areas, created pursuant to the Borrower’s Legislative Decree No.1013, dated 
May 14, 2008. 
 
11. 
“Single Tranche” means the amount of the Loan allocated to the category entitled 
“Single Tranche” in the table set forth in Part B of Section II of Schedule 1 to 
this Agreement. 
 
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Section II.  Modifications to the General Conditions 
 
The modifications to the General Conditions are as follows:   
1. 
The last sentence of paragraph (a) of Section 2.03 (relating to Applications for 
Withdrawal) is deleted in its entirety. 
2. 
Sections 2.04 (
Designated Accounts)
 and 2.05 (
Eligible Expenditures
)
are deleted 
in their entirety, and the remaining Sections in Article II are renumbered 
accordingly. 
3. 
Paragraph (a) of Section 2.05 (renumbered as such pursuant to paragraph 2 
above) is modified to read as follows:  
 
“Section 2.05. 
Refinancing Preparation Advance; Capitalizing Front-end Fee 
and Interest 
 
(a) 
If the Loan Agreement provides for the repayment out of the 
proceeds of the Loan of an advance made by the
 
Bank or the Association 
(“Preparation Advance”), the Bank shall, on behalf of such Loan Party, withdraw 
from the Loan Account on or after the Effective Date the amount required to 
repay the withdrawn and outstanding balance of the advance as at the date of 
such withdrawal from the Loan Account and to pay all accrued and
 
unpaid 
charges, if any,
 
on
the advance as at such date.  The Bank shall pay the amount 
so withdrawn to itself or the Association, as the case may be, and shall cancel the 
remaining unwithdrawn amount of the advance.” 
4. 
Sections 5.01 (
Project Execution Generally
), and 5.09 (
Financial Management; 
Financial Statements; Audits
)
are deleted in their entirety, and the remaining 
Sections in Article V are renumbered accordingly. 
5. 
Paragraph (a) of Section 5.05 (renumbered as such pursuant to paragraph 4 above 
and relating to 
Use of Goods, Works and Services
)
is deleted in its entirety. 
 
6. 
Paragraph (c) of Section 5.06 (renumbered as such pursuant to paragraph 4 
above) is modified to read as follows: 
 
“Section 5.06. 
Plans; Documents; Records 
 
…
(c) 
The Borrower shall retain all records (contracts, orders, invoices, 
bills, receipts and other documents) evidencing expenditures under the Loan until 
two years after the Closing Date. The Borrower shall enable the Bank’s 
representatives to examine such records.” 
 
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14
7. 
Paragraph (c) of Section 5.07 (renumbered as such pursuant to paragraph 4 
above) is modified to read as follows: 
 
“Section 5.07. 
Program Monitoring and Evaluation 
 
…
(c)  
The Borrower shall prepare, or cause to be prepared, and furnish 
to the Bank not later than six months after the Closing Date, a report of such 
scope and in such detail as the Bank shall reasonably request, on the execution of 
the Program, the performance by the Loan Parties and the Bank of their 
respective obligations under the Legal Agreements and the accomplishment of 
the purposes of the Loan.” 
 
8. 
The following terms and definitions set forth in the Appendix are modified or 
deleted as follows, and the following new terms and definitions are added in 
alphabetical order to the Appendix as follows, with the terms being renumbered 
accordingly: 
 
(a) 
The definition of the term “Conversion Date” is modified to read as 
follows: 
 
“‘Conversion Date’ means, in respect of a Conversion, the Execution 
Date (as herein defined) or such other date as requested by the Borrower 
and accepted by the Bank, on which the Conversion enters into effect, 
and as further specified in the Conversion Guidelines.” 
 
(b) 
The definition of the term “Eligible Expenditure” is modified to read as 
follows:   
 
“‘Eligible Expenditure’ means any use to which the Loan is put in 
support of the Program, other than to finance expenditures excluded 
pursuant to the Loan Agreement.” 
 
(c) 
The term “Financial Statements” and its definition are deleted in their 
entirety. 
 
(d) 
The term “Fixed Spread” is modified to read as follows: 
 
“Fixed Spread” means, for each Withdrawal, the Bank’s fixed spread for 
the Loan Currency of the Withdrawal in effect at 12:01 a.m. Washington, 
D.C. time, on the Withdrawal Date; provided, that: (a) for purposes of 
determining the Default Interest Rate, pursuant to Section 3.02 (d), that is 
applicable to an amount of the Withdrawn Loan Balance on which 
interest is payable at a Fixed Rate, the “Fixed Spread” means the Bank’s 
fixed spread in effect at 12:01 a.m. Washington, D.C. time, one calendar 
day prior to the date of the Loan Agreement, for the Currency of 
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15
denomination of such amount; (b) for purposes of fixing the Variable 
Spread pursuant to Section 4.02, “Fixed Spread” means the Bank’s fixed 
spread for the Loan Currency in effect at 12:01 a.m. Washington, D.C. 
time on the Conversion Date; and (c) upon a Currency Conversion of all 
or any amount of the Unwithdrawn Loan Balance pursuant to Section 
4.04 (a), the Fixed Spread shall be adjusted on the Execution Date in the 
manner specified in the Conversion Guidelines.  
 
(e) 
The term “Project” is modified to read “Program” and its definition is 
modified to read as follows (and all references to “Project” throughout 
these General Conditions are deemed to be references to “Program”):  
 
“‘Program’ means the program referred to in the Loan Agreement in 
support of which the Loan is made.”   
 
(f) 
The term “Program Preparation Advance” (renamed as such pursuant to 
subparagraph 8 (e) above) is modified to read “Preparation Advance” 
and its definition is modified to read as follows: 
 
“‘Preparation Advance’ means the advance referred to in the Loan 
Agreement and repayable in accordance with Section 2.05.” 
 
(g) 
The term “Variable Spread” is modified to read as follows: 
 
“Variable Spread” means, for each Withdrawal and each Interest Period: 
(1) the Bank’s standard variable spread for Loans in effect at 12:01 a.m. 
Washington, D.C. time, on the Withdrawal Date; (2) minus (or plus) the 
weighted average margin, for the Interest Period, below (or above) 
LIBOR, or other reference rates, for six-month deposits, in respect of the 
Bank’s outstanding borrowings or portions thereof allocated by it to fund 
loans that carry interest at a rate based on the Variable Spread; as 
reasonably determined by the Bank and expressed as a percentage per 
annum. In the case of a Loan denominated in more than one Currency, 
“Variable Spread” applies separately to each of such Currencies.  
 
(h) 
A new term “Withdrawal” is added to read as follows: 
 
“Withdrawal” means each amount of the Loan withdrawn by the 
Borrower from the Loan Account pursuant to Section 2.01. 
 
(i) 
A new term “Withdrawal Date” is added to read as follows: 
 
“Withdrawal Date” means, for each Withdrawal, the date on which the 
Bank pays the Withdrawal.
 
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