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BP 14.10, Annex C - Sample Letter of Representations regarding a Borrower's/Project Entity's Financial Condition

These policies were prepared for use by World Bank staff and are not necessarily a complete treatment of the subject.
BP 14.10 - Annex C
January, 1999
[Name of Member Country Borrower or Project Entity]



International Development Association 
1818 H Street, N.W.

Washington, D.C.  20433 

United States of America 


Re:  [Loan/Credit] No. _____
(_______ Project)

Dear Sirs and Mesdames:

In connection with the [Loan/Project Agreement] of this date between the [International Bank for Reconstruction and Development (the Bank)/International Development Association (the Association)] and [name of nonmember borrower (the Borrower)/name of project entity (the Project Entity)] for the above-captioned Project, the [Borrower/Project Entity] hereby undertakes and warrants to the [Bank/Association] that:

1.  The financial statements dated _____, copies of which have been furnished to the [Bank/Association], correctly set forth the financial and operating condition of the [Borrower/Project Entity] as of that date, and since that date there have been no material adverse changes in the financial and operating conditions of the [Borrower/Project Entity].

2.  The [Borrower/Project Entity] is not engaged in litigation as plaintiff or defendant, the outcome of which might materially and adversely affect its financial condition.

3.  The [Borrower/Project Entity] has no outstanding agreements or liabilities, contingent or otherwise (including taxes), that might materially and adversely affect its financial condition.

4.  No debt of the [Borrower/Project Entity] is secured by any mortgage, pledge, charge, priority, or other lien, and no contract or arrangement exists for the creation of any such mortgage, pledge, charge, priority, or other lien.

5.  There are no existing defaults in the payment of principal of, or interest or other charges on, any of the debts of the [Borrower/Project Entity].

6.  The [Borrower/Project Entity] is not in violation of, and execution and delivery of the [Loan/Project Agreement] and the compliance with all its terms do not and will not result in any violation of, any provisions of any existing agreement, franchise, concession, license, or permit, or of any [statute,] law, [decree-law,] [executive decree,] regulation, or any other legal rule of a similar nature presently in effect and applicable to the [Borrower/Project Entity].

7.  The [Borrower/Project Entity] is a duly existing _____ under the laws of ________, with full authority to carry out its present business, to carry out the Project, and to execute and deliver the [Loan/Project Agreement], and has furnished to the [Bank/Association] true copies of Law No.____ and Decree No._____ and of all other legislation presently in force and effect and governing or applicable to the operations of the [Borrower/Project Entity], as well as of its [articles of incorporation/statutes and by-laws] presently in effect and governing the [Borrower/Project Entity].

It is our understanding that, in making the [Loan/Credit] and entering into the [Loan/Project Agreement] with the [Borrower/Project Entity], the [Bank/Association] may rely on the representations contained herein.

Very truly yours,

[Name of nonmember borrower/project entity]

By _________________________

Authorized Representative

BP 14.10 - External Debt Reporting and Financial Statements

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