o.cLAL ISPECIAL ACTION CREDIT NUMBER 37 CRG Special Action Credit Agreement (Second Caribbean Development Bank Project) between INTERNATIONAL DEVELOPMENT ASSOCIATION as ADMINISTRATOR of the SPECIAL ACTION ACCOUNT established with funds contributed by the MEMBER STATES of the EUROPEAN ECONOMIC COMMUNITY and CARIBBEAN DEVELOPMENT BANK Dated , 1980 SPECIAL ACTION CREDIT NUMBER 37 CRG SPECIAL ACTION CREDIT AGREEMENT AGREEMENT, dated q , 1980, between INTERNATIONAL DEVELOPME ASSOCIATI as ADMINISTRATOR of the Special Action Account established with funds contributed by the MEMBER STATES of the EUROPEAN ECONOMIC COMMUNITY and CARIBBEAN DEVELOPMENT BANK (the Borrower). WHEREAS (A) by the Agreement, dated May 2, 1978, between the International Development Association (hereinafter called IDA) and the European Economic Community and its Member States there has been established by IDA a Special Action Account constituted by the funds which shall be contributed by the Member States of the European Economic Community and administered by IDA, acting as Administrator of such Special Action Account, for the purpose of, and in accordance with, the provisions of said Agreement; (B) the Borrower has requested the Administrator for assistance from the resources of the Special Action Account in the financing of a project described in Section 3.01 (a) of this Agreement and the Administrator has determined that such assis- tance would be in accordance with the provisions of the Agreement of May 2, 1978 referred to above; (C) the Borrower has also requested IDA to provide addi- tional assistance towards the financing of the project described in Section 3.01 (a) of this Agreement and by an agreement of even date herewith between the Borrower and IDA (hereinafter called the Development Credit Agreement) IDA is agreeing to provide such assistance in an aggregate principal amount equivalent to seven million dollars ($7,000,000) (hereinafter called the IDA Credit); and WHEREAS the Administrator has agreed, on the basis inter alia of the foregoing, to extend the Special Action Credit to the Borrower upon the terms and conditions hereinafter set forth; NOW TFEREFORE the parties hereto hereby agree as follows: ARTICLE I General Conditions; Definitions Section 1.01. The parties to this Agreement accept all the provisions of the General Conditions Applicable to Development -2- Credit Agreements of the International Development Association, dated March 15, 1974, with the same force and effect as if they were fully set forth herein, subject, however, to the following modifications thereof (said General Conditions Applicable to Development Credit Agreements of the International Development Association, as so modified, being hereinafter called the General Conditions): (a) the term "Association", wherever used in the General Conditions, means the International Development Association acting as the Administrator of the Special Action Account referred to in the Preamble to this Special Action Credit Agreement; (b) the terms "Development Credit Agreement" and "Credit", wherever used in the General Conditions are amended to read "Special Action Credit Agreement" and "Special Action Credit", respectively; (c) Sections 4.01, 4.02, 4.03, 4.04 and the second sentence of Section 5.01 are deleted; (d) in Sections 6.02 and 7.01, the term "Association" shall also include the International Development Association acting in its own capacity; (e) the words "Investment Projects" are substituted for the word "Project" at the end of Section 5.03; (f) paragraph (e) of Section 6.02 is deleted and replaced by the following paragraph (e): "(e) (i) Any Eligible Country listed in the Schedule to the Development Credit Agreement shall have ceased to be such Eligible Country; or (ii) any borrower under a Sub-loan (as such term is defined in the Development Credit Agreement) shall have been suspended from membership in, or ceased to be a member of, the Association or shall have ceased to be included in the membership of a member of the Association." (g) Section 6.03 is deleted and replaced by the following new Section: "Section 6.03. Cancellation by the Association. If (a) the right of the Borrower to make withdrawals from the Credit Account shall have been suspended with respect to any amount - 3 - of the Credit for a continuous period of thirty days, or (b) by the date specified in paragraph (b) of Section 2.05 of the Development Credit Agreement no requests permitted under paragraph (a) of such Section shall have been received by the Association in respect of any portion of the Credit or having been so received, shall have been denied, or (c) after the Closing Date an amount of the Credit shall remain unwithdrawn from the Credit Account, the Association may by notice to the Borrower terminate the right of the Borrower to submit such requests or to make withdrawals from the Credit Account, as the case may be, with respect to such amount or portion of the Credit. Upon the giving of such notice such amount or portion of the Credit shall be cancelled." Section 1.02. Wherever used in this Agreement, unless the context otherwise requires, the several terms defined in the General Conditions and in the Preamble to this Agreement have the respective meanings therein set forth and the following additional terms have the following meanings: (a) "Member States" means the Member States of the European Economic Community, i.e., Belgium, Denmark, The Federal Republic of Germany, France, Ireland, Italy, Luxembourg, The Netherlands and The United Kingdom. (b) "Administrator" means the International Development Association acting as Administrator of the Special Action Account referred to in the Preamble to this Special Action Credit Agreement. (c) "Development Credit Agreement" means the agreement of even date herewith between the Borrower and IDA for the purpose of the Project described in Section 3.01 (a) of this Agreement, as such agreement may be amended from time to time; and such term includes the General Conditions Applicable to Development Credit Agreements of IDA, dated March 15, 1974, as made applicable to such agreement, all agreements supplemental to the Development Credit Agreement and all schedules to the Development Credit Agreement. (d) "Approved Sector" means agriculture, agro-industry, manufacturing industry, tourism, transportation, public utilities, sites and services, technical and vocational education and train- ing, and any other economic sector approved by the Administrator and the Borrower for the purnoses of the Project. -4- (e) "Eligible Country" means any state or territory listed in the Schedule to this Agreement, as such schedule may be amended from time to time by the Administrator. (f) "Government" means the government of an Eligible Country. (g) "Investment Enterprise" means the ultimate recipient of the proceeds of a Sub-loan or Investment. (h) "Investment Project" means a specific development project, within an Approved Sector and located in an Eligible Country, to be carried out by an Investment Enterprise or by a Government utilizing the proceeds of a Sub-loan or Investment, and "Regional Investment Project" means an Investment Project located in, or of benefit to, two or more Eligible Countries. (i) "Sub-loan" means a loan or credit granted or proposed to be granted out of the proceeds of the Special Action Credit by the Borrower to a Government for the financing of an Invest- ment Project to be carried out by such Government or by an Investment Enterprise, such financing being provided either directly through such Government or through one or more financial intermediaries. (j) "Investment" means a financial participation other than a Sub-loan made or proposed to be made in an Investment Enterprise under the same criteria and for the same purposes as are required for Sub-loans to such Enterprises. (k) "Charter" means the Agreement of October 18, 1969 establishing the Borrower, referred to in the Preamble to this Agreement, as amended to the date of this Agreement. (1) "Statement of Policy" means the statement of lending and investments policy approved by the Directors of the Borrower on December 18, 1970, as amended to the date of this Agreement. (m) "Policies and Procedures Manual" means the Borrower's manual of procedures dated September 1977, as amended to the date of this Agreement. (n) "Foreign currency", for the purposes of any Investment Project, means any currency other than the currency or currencies of the Eligible Country or Countries in which such Investment Project is located. -5- (o) "Subsidiary" means any company of which a majority of tI._ outstanding voting stock or other proprietary interest is owned or effectively controlled by the Borrower or by any one or more subsidiaries of the Borrower or by the Borrower and one or more of its subsidiaries. ARTICLE II The Special Action Credit Section 2.01. (a) The Administrator agrees to lend to the Borrower on the terms and conditions in the Special Action Credit Agreement set forth or referred to, the following currency amounts: one million one hundred and fifty-nine thousand Belgian francs (BF1,159,000); one hundred and forty-four thousand Danish kroner (DK144,000); five hundred and fifty-seven thousand Deutsche marks (DM557,000); five hundred and eighty-nine thousand French francs (FF589,000); one thousand three hundred Irish pounds (Iril,300); sixty-eight million three hundred and fifty thousand Italian lire (ItL68,350,000); thirty-six thousand Luxembourg francs (LF36,000); one hundred and fifty-four Netherlands thousand guilders (Dfl 154,000); and one hundred and forty-two thousand Pounds sterling (9142,000). (b) The Special Action Credit shall be part of the special funds resources of the Borrower, as defined in Article 9 (3) of the Charter, and shall, except insofar as this Agreement requires otherwise, be governed by the provisions of such Charter pre- scribing how such resources shall be utilized. Section 2.02. (a) The proceeds of the Special Action Credit may be withdrawn from the Credit Account for expenditures made (or, if the Administrator shall so agree, to be made) in respect of the reasonable cost of goods and services required for the Project and to be financed out of the proceeds of the Special Action Credit. (b) Withdrawals shall be made only on account of expendi- tures: (i) in the currency of the Government to whom the Borrower makes a Sub-loan; or (ii) for goods produced in, or services supplied from, (A) any of the Member States and (B) any developing country which is a member of the International Development Asso- ciation and could be the recipient of a special action credit, as determined by the Administrator. (c) Withdrawals from the Credit Account shall be made in the respective currencies in which the expenditures to be financed out of the proceeds of the Special Action Credit have been paid or are payable or, at the option of the Administrator, in such currency or currencies as the Administrator shall from time to time select. Section 2.03. For the purpose of carrying out the Project described in Section 3.01 (a) of this Agreement, the Borrower shall relend the proceeds of the Special Action Credit to Govern- ments for periods of fifty years including ten years grace. Repayments by the Governments shall be in installments payable semiannually and equivalent to one half of one per cent (1/2 of 1%) of the principal amount so relent during the first ten years of the repayment period and equivalent to one and one-half per cent (1-1/2%) of such principal amount thereafter. Borrowing Governments shall pay to the Borrower a service charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum on the principal amount of the Sub-loans withdrawn and outstanding from time to time. Section 2.04. (a) Subject to the provisions of paragraphs (b) and (c) of this Section, the Borrower shall be entitled to withdraw from the Credit Account, to finance Sub-loans and Invest- meats: (i) the equivalent of either (A) the amount of the Sub-loan or Investment, but not more than eighty -7- per cent (80%) of the total cost of goods and services requi'ed to carry out the Investment Project being financed thereunder or (B) the amount paid (or if the Administrator shall so agree, required to meet payments to be made) in foreign currency for such goods and services originating outside the country in which the Investment Project being financed thereunder is located, as the Borrower shall elect by notice given to the Admin- istrator prior to the first application for with- drawal from the Credit Account in respect of such Investment Project; and (ii) for a Regional Investment Project such amounts as shall be determined by agreement between the Borrower and the Administrator. (b) Except as the Administrator and the Borrower shall otherwise agree, no withdrawal shall be made from the Credit Account in respect of a Sub-loan, unless: (i) the state or territory in which the Investment Project to be financed out of the proceeds of the Sub-loan 's located, or where the Investment Project Js A)cated in two or more states or terri- tories, Lhe.a all of such states and territories, was or were at the time the Borrower agreed to make the Sub-loan an Eligible Country or Eligible Countries; (ii) the Administrator shall have approved the Sub-loan and authorized withdrawals from the Credit Account in respect of the Sub-loan on the basis of the information to be provided pursuant to Section 2.05 (a) of this Agreement; and (iii) the Administrator shall have received an instrument in form and substance satisfactory to the Adminis- trator, whereby the Borrower assigns its rights under the Sub-loan agreement to the Administrator subject to and in accordance with the provisions of the Assignment Agreement of even date herewith between the Administrator and the Borrower. (c) Except as the Administrator and the Borrower shall otherwise agree, no withdrawals shall be made on account of -8- expenditures made by a Government or by an Investment Enterprise in respect of a Sub-loan or Investment if such expenditures shall have been made before the date of this Agreement or more than one hundred and eighty days prior to the date on which the Adminis- trator shall have received in respect of such Sub-loan or Invest- ment the request and information required by Section 2.05 (a) of this Agreement. Section 2.05. (a) Subject to the provisions of paragraph (b) of this Section, each request by the Borrower for authoriza- tion to make withdrawals from the Special Action Credit Account in respect of a Sub-loan or Investment shall contain a summary description of the Investment Project and the Investment Enter- prise or agency of Government responsible therefor (including a description of the expenditures proposed to be financed out of the proceeds of the Special Action Credit) and the terms and condi- tions of such Sub-loan or Investment (including, in the case of a Sub-loan, the repayment terms therefor). (b) Except as the Administrator and the Borrower shall otherwise agree, requests and applications made pursuant to the provisions of paragraph (a) of this Section shall be presented to the Administrator on or before December 31, 1981, Section 2.06.' The Closing Date shall be December 31, 1984 or such later date as the Administrator shall establish. The Administrator shall promptly notify the Borrower of such later date. Section 2.07. (a) The Borrower shall pay to the Administrator a service charge at the rate of three-fourths of one per cent (3/4 of 1%) per annum, on each of the various currency amounts with- drawn from the Special Action Credit Account and outstanding from time to time. The amounts of service charge in various currencies so found, and additional service charges (if any) payable pursuant to Section 3.02 of the General Conditions, shall be payable in the currency of the United States of America, or in another currency selected by the Administrator in accordance with the provisions of paragraph (b) of this Section, after their conversion into such currency on the basis of exchange rates determined in accordance with the provisions of Section 4.05 of the General Conditions. (b) If the Administrator shall at any time determine that the currency so specified or selected is not freely convertible or freely exchangeable by the International Development Association - 9 - for currencies of other members of the International Development Association for the purposes of its operations, service charges shall be payable in such other currency as the Administrator may select for such purposes and shall notify in writing to the Borrower, whereupon, commencing thirty days after the date of such notice, service charges shall be payable in such other currency. Section 2.08. Service charges shall be payable semiannually on May 1 and November 1 in each year. Section 2.09. (a) The Borrower shall repay the principal amount of the Special Action Credit in semiannual installments payable on each May 1 and November 1 commencing May 1, 1990 and ending November 1, 2029, each installment to and including the installment payable on November 1, 1999, to be one-half of one per cent (1/2 of 1%) of such principal amount, and each installment thereafter to be one and one-half per cent (1-1/2%) of such principal amount. (b) Each of the installments payable pursuant to paragraph (a) of this Section shall be the aggregate of such amounts in the various currencies withdrawn from the Special Action Credit Account as shall be found by multiplying the total amount in each currency so withdrawn by the applicable installment percentage as specified in paragraph (a) of this Section, unless the Admini- strator shall otherwise specify by notice to the Borrower prior to each payment date for the purpose of avoiding the payment of fractional currency amounts. (c) If withdrawal shall have been made in a currency which the Administrator shall have purchased with one or more other currencies for the purpose of such withdrawal, the portion of the Special Action Credit so withdrawn shall, for the purpose of paragraph (b) of this Section, be deemed to have been withdrawn in the currency or currencies used by the Administrator for such purchase in the amounts of such currency or currencies so used. (d) The Administrator will, at the request of the Borrower and on such terms and conditions as the Administrator shall determine, use its best efforts to purchase any currency needed by the Borrower for payment of principal required under this Agree- ment upon payment by the Borrower of sufficient funds therefor in a currency or currencies to be specified by the Administrator from time to time. In purchasing the currencies required the Adminis- trator shall be acting as agent of the Borrower and the Borrower - 10 - shall be deemed to have made any payment required under this Agreement only when and to the extent that the Administrator has received such payment in the currency or currencies required. ARTICLE III The Project; Management and Operations of the Borrower Section 3.01. (a) The Project is the financing by the Bor- rower through the Governments, of Investment Projects in Approved Sectors in or of benefit to Eligible Countries and to be carried out by such Governments or by Investment Enterprises with the assistance of Sub-loans and Investments, all in furtherance of the corporate purposes of the Borrower and in conformity with the Charter and Statement of Policy. (b) The Borrower shall carry out the Project and conduct its operations and affairs in accordance with sound financial standards and practices, with qualified management and personnel and in accordance with the procedures described in the Policies and Procedures Manual. Section 3.02. (a) The Borrower shall ensure through appro- priate legal means that, unless the Administrator shall otherwise agree, any Sub-loan or Investment will be made on terms whereby the Borrower shall obtain, pursuant to written contract with the Investment Enterprise or Government or by other appropriate legal means, rights adequate to protect the interests of the Admini- strator and the Borrower, including, in the case of any Sub-loan and to the extent that it shall be appropriate in the case of any Investment, the right of the Borrower and the Government to: (i) require the Investment Enterprise to carry out and operate the Investment Project with due diligence and efficiency and in accordance with sound technical, financial and managerial stand- a:ds and to maintain adequate records; (ii) require that: (1) the goods and services to be financed out of the proceeds of the Special Action Credit shall be purchased at a reasonable price, account being taken also of other relevant factors such as time of delivery and efficiency and reliability of the goods and avail- ability of maintenance facilities and spare parts therefor, and, in the case of services, of their quality and the competence of the parties rendering them and (2) such goods and services shall be used exclusively in the carrying out of the Investment Project; (iii) inspect, by itself or jointly with representatives of the - 11 - Administrator if the Administrator shall so request, such goods and the sites, works, plants and construction included in the Investment Project, the operation thereof, and any relevant records and documents; (iv) require that: (1) the Investment Enterprise take out and maintain with responsible insurers such insurance, against such risks and in such amounts, as shall be consistent with sound business practice; and (2) without any limitation upon the foregoing, such insurance shall cover hazards incident to the acquisition, transportation and delivery of goods financed out of the proceeds of the Special Action Credit to the place of use or installation, any indemnity thereunder to be made payable in a currency freely usable by the Investment Enterprise to replace or repair such goods; (v) obtain all such information as the Administrator, the Borrower or the Government shall reasonably request relating to the foregoing and to the administration, operations and financial condition of the Invest- ment Enterprise and to the benefits to be derived from the Invest- ment Project carried out by the Investment Enterprise; and (vi) suspend or terminate the right of the Investment Enterprise to perform its obligations under the contract or agreement providing for such Sub-loan or Investment. (b) The Borrower shall exercise its rights in relation to each Investment Project in such manner as to: (i) protect the interests of the Administrator and the Borrower; (ii) comply with its obligations under this Agreement; and (iii) achieve the purposes of the Project. To that end, the Borrower shall not amend, abrogate or waive any term or condition applying to the payment of principal of, and interest or other charges on, the Sub-loan without the Administrator's concurrence. Section 3.03. It shall be a condition of all contracts or agreements between the Borrower and Governments to whom Sub-loans shall be made out of the proceeds of the Special Action Credit that the Government agree that the rights of the Borrower under such contracts or agreements shall be assigned by the Borrower to the Administrator. Section 3.04. (a) The Borrower shall furnish to the Adminis- trator at regular intervals all such information as the Associa- tion shall reasonably request concerning the expenditure of the proceeds of the Special Action Credit, the Project, the Investment Enterprises, the Investment Projects, the Sub-loans and Investments and, where appropriate, the benefits to be derived from the foregoing. - 12 - (b) Within six months following the last withdrawal from the Credit Account, the Borrower shall prepare and furnish to the Administrator a report, of such scope and in such detail as the Administrator shall reasonably request, on the execution of the Project, its cost and the benefits derived and to be derived from it, the performance by the Borrower and the Administrator of their respective obligations under this Agreement and the accomplishment of the purposes of the Special Action Credit. Section 3.05. The Borrower shall duly perform all its obligations under agreements under which funds have been lent or otherwise put at the disposal of the Borrower for relending, investment or management. The Borrower shall promptly inform the Administrator of any action which would have the effect of assign- ing, or of amending, abrogating or waiving any material provision of, any such agreement. Sectio.n 3.06. Except as the Administrator shall otherwise agree, the Borrower shall ensure that in respect of any Investment Project, international competitive bidding for any contract for the supply of goods, works or services to be financed out of the proceeds of a Sub-loan or Investment, be open to all countries in whose currencies withdrawals may be made from the Special Action Credit Account in accordance with Section 2.02 (b) of this Agreement. ARTICLE IV Financial Covenants Section 4.01. The Borrower shall maintain procedures and records adequate to monitor and record the progress of the Project and of each Investment Project (including its cost and the bene- fits to be derived from it) and to reflect in accordance with consistently maintained sound accounting practices the operations and financial condition of the Borrower. Section 4.02. The Borrower shall: (i) have its accounts and financial statements (balance sheets, statements of income and expenses and related statements) for each fiscal year audited in accordance with sound auditing principles consistently applied, by independent auditors acceptable to the Administrator; (ii) furnish to the Administrator, as soon as available but in any case not later than three months after the end of each such year, (A) certified copies of its financial statements for such year as - 13 - so audited and (B) the report of such audit by said auditors, of such scope and in such detail as the Administrator shall have reasonably requested; and (iii) furnish to the Administrator such other information concerning the accounts and financial statements of the Borrower and the audit thereof as the Administrator shall from time to time reasonably request. Section 4.03. The Borrower shall not make any repayment in advance of maturity in respect of any outstanding debt of the Borrower which, in the judgment of the Administrator, would materially affect the Borrower's ability to meet its financial obligations. Section 4.04. The Borrower shall take such steps satisfactory to the Administrator as shall be necessary to protect itself against risk of loss resulting from changes in the rates of exchange between the currencies used in its lending and borrowing operations. Section 4.05. The Administrator and the Borrower shall from time to time, at the request of either party, exchange views through their representatives with regard to the administration, operations and financial condition of the Borrower and any subsidiary, and the Borrower shall furnish to the Administrator all such information as the Administrator shall reasonably request concerning such administration, operations and financial condi- tion. Section 4.06. The Borrower shall enable the Administrator's representatives to inspect the records referred to in Section 4.01 of this Agreement and any relevant documents. ARTICLE V Remedies of the Administrator Section 5.01. For the purposes of Section 6.02 of the General Conditions the following additional events are specified: (a) any part of the principal amount of any loan to the Borrower having an original maturity of one year or more shall, in accordance with its terms, have become due and payable in advance of maturity as provided in the relative contractual instruments, or any security for any such loan shall have become enforceable; - 14 - (b) a change shall have been made in the Charter, Statement of Policy or Policies and Procedures Manual which would materially and adversely affect the operations or the financial condition of the Borrower; (c) a resolution shall have been passed for the dissolution or liquidation of the Borrower; (d) a default shall occur in the performance of any obliga- tion on the part of the Borrower under any credit or loan agree- ment between IDA or the International Bank for Reconstruction and Development and the Borrower or on the part of any guarantor under any agreement guaranteeing any part of any loan granted under such a loan agreement; and (e) a subsidiary or any other entity shall have been created or acquired or taken over by the Borrower, if such creation, acquisition or taking over would adversely affect the conduct of the Borrower's business or the Borrower's financial situation or the efficiency of the Borrower's management and personnel or the carrying out of the Project. Section 5.02. For the purposes of Section 7.01 of the General Conditions the following addlii.nal events are specified: (a) the event specified in paragraph (a), (b), (c) or (d) of Section 5.01 shall occur; and (b) the event specified in paragraph (e) of Section 5.01 shall occur and shall continue for a period of sixty days after notice thereof shall have been given by the Administrator to the Borrower. ARTICLE VI Miscellaneous Section 6.01. The date ; 1 1 is hereby specified for the purposes o Section 12.04 of the General Conditions. Section 6.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: - 15 - For the Bank: Administrator of the Special Action Account International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: INDEVAS 440098 (ITT), Washington, D.C. 248423 (RCA) or 64145 (WUI) For the Borrower: Caribbean Development Bank P.O. Box 408 Wildey St. Michael Barbados, W.I. Cable address: Telex: CARIBANK WB 2287 Barbados Section 6.03. The obligations of the Borrower under Sections 4.02 through 4.06 of this Agreement shall cease and determine on the date on which the Special Action Credit Agreement shall terminate or on a date twenty-five years after the date of this Agreement, whichever shall be the earlier. IN WITNESS WHEREOF, the parties hereto, acting through their representatives thereunto duly authorized, have caused this - 16 - Agreement to be signed in their respective names in the District of Columbia, United States of America, as of the day and year first above written. INTERNATIONAL DEVELOPMENT ASSOCIATION as ADMINISTRATOR of the SPECIAL ACTION ACCOUNT established with funds contributed by the MEMBER STATES of the EUROPEAN ECONOMIC COMMUNITY By Regional Vice President Latin America and the Caribbean CARIBBEAN DEVELOPMENT BANK By Authorized Representative - 17 - SCHEDULE Eligible Countries Antigua Grenada Montserrat St. Kitts-Nevis-Anguilla INTERNATIONAL DEVELOPMENT ASSOCIATION CERTIFICATE I hereby certify that the foregoing is a true copy of the original in the archives of the Interna- tional Development Association. In witness whereof I have signed this Certifi- cate and affixed the Seal of the Association thereunto the day of _ak-_ , 19SE. FOR SECRETARY