DOCUMENTS The World Bank 1818 H Street N.W. (202) 473-1000 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Washington, D.C. 20433 Cable Address: INTBAFRAD INTERNATIONAL DEVELOPMENT ASSOCIATION U.S.A. Cable Address: INDEVAS June 6, 2016 Hon. Claver Gatete Minister for Finance and Economic Planning Ministry of Finance and Economic Planning Dear Honorable Gatete: Rwanda: Electricity Access Scale-up and Sector-Wide Approach Development Project (Credit Number 5193-RW & 4651-RW) Amendment to the Amended and Restated Financing Agreement We refer to the Amended and Restated Financing Agreement (the Agreement) for the above-mentioned Project, dated March 6, 2013, between the Republic of Rwanda (the Recipient) and the International Development Association (the Association). We also refer to your letter dated October 23, 2015 requesting a change in the Project Implementing Entity and to your letter dated May 20, 2016 requesting re-allocation of the proceeds of the Financing and extension of the Project's Closing Date by twelve months. We are pleased to inform you that the Association concurs with your request and proposes to amend the Agreement as follows- Section 1. Amendment 1. Schedule I to the Agreement is amended by deleting paragraph "2.b (i)" in its entirety and re-numbering paragraph "2. (b) (ii) " as paragraph "2.b". 2. Schedule 2 to the Agreement is amended by deleting Section "LE" in its entirety and replacing it with the following. "E. Project Implementation Support Agreement 1. The Recipient shall not later than the Effective Date, cause the Project Implementing Entity and EDCL to enter into a Project Implementation Support Agreement, on terms and conditions satisfactory to the Association, setting out mutual responsibilities regarding the implementation of the Project including the responsibility of EDCL to transfer the assets upon completion of the Project Hon. Claver Gatete -2- May 31, 2016 2. Notwithstanding the provisions of the foregoing sub-section 1 of this Section I.E, the Project Implementation Support Agreement shall incorporate the financial management, procurement, safeguards and monitoring and evaluation responsibilities of the Project Implementing Entity as set out in Section I.B of the Amended and Restated Financing Agreement." 3. The table set forth in Section IV. A. 2 of Schedule 2 to the Agreement is deleted in its entirety and replaced with the table set forth in the Annex to this letter. 4. The latter date for purposes of Section IV.B. 2 of Schedule 2 to the Agreement is June 30, 2017. 5. Section I of the Appendix to the Agreement is amended by:- (a) Introducing two new paragraphs immediately after the current paragraph "7" to read as follows- ""8" "Energy Development Corporation Limited" or "EDCL" means the Recipient's limited liability company incorporated and operating under the Companies Act Law No. 07/2009 of 27/04/2009 of the Laws of the Recipient, and responsible for the development of energy or its legal successor thereto. "9" "Energy Utility Corporation Limited" or "EUCL" means the Recipient's limited liability company incorporated and operating under the Companies Act, Law No. 07/2009 of 27/04/2009 of the Laws of the Recipient, and responsible for the distribution of electricity or its legal successor thereto." (b) re-numbering the current paragraphs "8"-"14" as " 10"-"16" respectively. (c) deleting the current paragraph "15" in its entirety and re-numbering the current paragraphs "16"-24" as paragraphs "17"- "25" respectively. (d) deleting the new paragraph "23" and replacing it with the following- "23." "Project Implementing Entity" means the Energy Utility Corporation Limited." (e) deleting the new paragraph " 24" and replacing it with the following - "24." "Project Implementing Entity's Legislation" means the Companies Act, Law No. 07/2009 of 27/04/2009 of the Laws of the Recipient, pursuant to which the Project Implementing Entity is incorporated and includes the respective Memorandum and Articles of Association." (f) introducing a new paragraph "26" immediately after the new paragraph "25" to read as follows- Hon. Claver Gatete -3 - May 31, 2016 "26" "Project Implementation Support Agreement" means the agreement satisfactory to the Association to be signed between the Project Implementing Entity and EDCL setting out the mutual responsibilities for the implementation of the Project and referred to in Section I.D of Schedule 2 to this Agreement." (g) re-numbering the current paragraphs "25"-"30" as " 27"-"32" respectively. (h) deleting the current paragraphs "31"-"33" and re-numbering the current paragraphs "34"-"37" as "33"- "36". (i) replacing reference to Section "IV.D" with reference to Section " IV.B" in the new paragraph 36. All other provisions of the Agreement, except as herein amended, shall remain in full force and effect. Section 2: Effectiveness: Termination 1. Please indicate your agreement with the foregoing amendment by countersigning on the two original copies of this Amendment Letter and returning one original countersigned copy to us. 2. This Amendment Letter shall not become effective until evidence satisfactory to the Association has been furnished to the Association that each of the Project Agreement and the Subsidiary Agreement has been executed on behalf of the Recipient and the Project Implementing Entity, and its execution and delivery on behalf of the parties thereto has been duly authorized or ratified by all necessary governmental action. 3. As part of the evidence to be furnished pursuant to paragraph 2 of this Section 2 of the Amendment Letter, there shall be furnished to the Association an opinion or opinions satisfactory to the Association of counsel acceptable to the Association or, if the Association so requests, a certificate satisfactory to the Association of a competent official of the Recipient, showing the following matters: (a) on behalf of the Recipient, that the Subsidiary Agreement has been duly authorized or ratified by, and executed and delivered on behalf of the Recipient and is legally binding upon the Recipient in accordance with its terms; and (b) on behalf of the Project Implementing Entity, that each of the Project Agreement and the Subsidiary Agreement has been duly authorized or ratified by the Project Implementing Entity and is legally binding upon the Project Implementing Entity in accordance with its terms. Hon. Claver Gatete -4- May 31, 2016 4. (a) Except as the Recipient and the Association shall otherwise agree and subject to the provisions of paragraph 5 below, this Amendment Letter shall enter into effect on the date upon which the Association dispatches to the Recipient notice of its acceptance of the evidence required pursuant to Section 2 above ("Amendment Letter Effective Date"). (b) If, before the Amendment Letter Effective Date, any event has occurred which would have entitled the Association to suspend the right of the Recipient to make withdrawals from the Financing Account, the Association may postpone the dispatch of the notice referred to in paragraph (a) of this Section until such event (or events) has (or have) ceased to exist. 5. The Amendment Letter Effectiveness Deadline is the date ninety (90) days after the date of this Agreement. Your'S N D INTERNATIONAL DE CIATION Yasser Country i Rge Rv Africa Region CONFIRMED: REPUBLIC OF R V' By: Authorized Repiesentative Name: Title: Ah S (7?t( sT -D C ANA Date: 0t-t "i C 2-0 1 Hon. Claver Gatete - 5 - May 31, 2016 Annex Category Amount of the Amount of the Percentage of Original Credit Additional Expenditures to be Allocated Credit Allocated Financed (expressed in (expressed in (inclusive of Taxes) SDR) SDR) (1) Goods, works, non- consulting services, consultants' services (including for audits), Trinclingfr andirti 45,100,000 39,000,000 100 % Training, and Operating Costs under Parts 1, 2 (a), (b) (ii), and (c), and 3 of the Project (2) Solar Water Heater Financial Incentives (a) Solar Water Heater Vouchers under Part 2 (b) (i) (A) of the 100% of amounts Project disbursed (b) Other Solar Water Heater Financial Incentives under Part 2 (b) (i) (B) of the Project TOTAL AMOUNT 45,100,000 39,000,000