AGREEMENT, dated September 14, 2005, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the Bank), and STATE OF TAMIL NADU, acting by its Governor (TAMIL NADU).

            WHEREAS (A) by the Loan Agreement of even date herewith between INDIA(the Borrower) and the Bank has agreed to make a loan to the Borrower in the amount of three hundred million Dollars ($300,000,000), on the terms and conditions set forth in the Loan Agreement, but only on condition that Tamil Nadu agree to undertake such obligations towards the Bank as are set fourth in this Agreement.

            (B) by the TNUDF Project Agreement of even date herewith between the bank and TNUDF. TNUDF has undertaken certain obligations towards the Bank as set forth in the TNUDF Project Agreement.