The World Bank 1818 H Street N.W. (202) 477-1234
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Washington, D.C. 20433 Cable Address: INTBAFRAD
INTERNATIONAL DEVELOPMENT ASSOCIATION U.S.A. Cable Address: INDEVAS
CONFORMED COPY
May 25, 2010
Mr. Tomasz Mironczuk
President
Bank Gospodarstwa Krajowego
Al. Jerozolimskie 7
00-955 Warsaw
Poland
Re: Republic of Poland: GEF Trust Fund Grant No. TF054104
(Energy Efficiency Project)
Amendment to the Project Agreement under the
Global Environment Facility Trust Fund
Grant Agreement
Excellency:
We refer to the Global Environment Facility Grant Agreement (TF No. TF054104)
(Energy Efficiency Project) between the Republic of Poland (the Recipient) and the International
Bank for Reconstruction and Development (the Bank) dated November 22, 2004. We refer to the
Project Agreement between the Bank and the Gospodarstwa Krajowego of same date ( the Project
àRERG]L VND, Deputy Minister of Economy of the Republic of Poland, requesting the Bank to
Agreement). We also refer to the letter dated April 29, 2009, from Mrs. Joanna Strzelec-
introduce certain changes into the Project Agreement.
We are pleased to inform you that, after due consideration, the Bank has acceded to the
aforementioned request. Therefore, the Project Agreement is hereby amended as follows:
1. In Section 2.01 of the Project Agreement, in the third line of Paragraph (a) and in the
second and third lines of Paragraph (b), the words “Parts A and C.1 of the Project�? are replaced
with the words “Parts A, C.1 and D of the Project�?.
2. In Section 2.04 of the Project Agreement, in the second line of Paragraph (b), the words
“Parts A and C.1 of the Project�? are replaced with the words “Parts A, C.1 and D of the Project�?.
3. In Schedule 2 to the Project Agreement, new Parts D, E and F are added to read as
follows:
“Part D: EE Credit Facility Account
1. BGK shall establish a EE Credit Facility Account for the EE Credit Facility, on its books
and for the purposes of implementing Part D of the Project, in a manner satisfactory to the Bank
and in accordance with the procedures set forth in the PIP.
RCA 248423. WUI 64145 FAX (202) 477-6391
-2-
2. BGK shall manage and use the proceeds of the EE Credit Facility Account in a manner
consistent with the purposes and objectives of the GEF Trust Fund Grant Agreement and in
accordance with provisions of the PIP, including but not limited to using the proceeds of the EE
Credit Facility Account exclusively for making payments in connection with signed loans
provided to the Participating Banks issued pursuant to the respective EE Credit Facility
Framework Agreement.
3. BGK shall act prudently and reasonably in exercising its management obligations in
respect of the EE Credit Facility Account and shall deposit any amounts paid back or recovered in
connection with a loan directly into said EE Credit Facility Account.
4. BGK shall promptly refund to the Bank any withdrawals or payments from the respective
EE Credit Facility Account, including any investment income generated therefrom, at the option
of the Bank, if:
(a) the Bank shall have determined at any time that any payment made from the GEF
Trust Fund Grant Account (or from the investment income generated therefrom) was used for any
expenditure not consistent with the provisions of this Agreement;
(b) the Bank shall have determined, at any time, that the Recipient or BGK shall have
failed to perform any of their respective obligations under GEF Grant Implementation Agreement;
(c) expenditures from the GEF Trust Fund Grant Account (or from the investment
income generated therefrom) were made: (i) in the territories of any country which is not a
member of the Bank or for goods procured in, or services supplied from, such territories; or (ii)
on account of any payment to persons or entities, or any import of goods, if such payment or
import is prohibited by a decision of the United Nations Security Council taken under Chapter
VII of the Charter of the United Nations;
(d) expenditures from the GEF Trust Fund Grant Account (or from the investment
income generated therefrom) were made under a contract in respect of which the Bank determines
that corrupt or fraudulent practices were engaged in by representatives of the Recipient or BGK
during the procurement or execution of such contract, without the Recipient or BGK having taken
timely and appropriate action satisfactory to the Bank to remedy the situation; or
(e) the PIP has been amended, suspended, abrogated, repealed or waived in a manner
which, in the opinion of the Bank, would materially and adversely affect the implementation of the
Project or the attainment of its objectives.
5. BGK shall carry out the following with respect to expenditures funded with withdrawals
from the EE Credit Facility Account:
(a) maintain records and accounts reflecting such expenditures;
(b) retain for at least one year after the Project Closing Date, all records
evidencing such expenditures;
(c) enable the Recipient and the Bank to examine such records; and
-3-
(d) ensure that the audit reports contain a separate opinion by the auditors as
to whether the records and accounts submitted for the relevant audit,
together with the procedures and controls involved in their preparation,
can be relied upon to support the related withdrawals.
Part E: Deposits to the EE Credit Facility Account from the GEF Trust Fund Grant Account
1. After the Bank has received evidence satisfactory to it that the EE Credit Facility
Account has been duly opened, withdrawals of the amounts from the GEF Trust Fund Grant
Account for deposit into the EE Credit Facility Account shall be made as follows:
(a) BGK shall execute an EE Credit Facility Framework Agreement in form and
substance acceptable to the Bank, with a Participating Bank for a loan commitment not to exceed
the equivalent of $5,700,000 or such other amount as may be agreed upon by the Bank, and, for
each executed EE Credit Facility Framework Agreement furnish the Bank with evidence
satisfactory to the Bank that said EE Credit Facility Framework Agreement has been duly
authorized and executed with the provisions of the PIP and this Agreement.
(b) subsequent to execution of each EE Credit Facility Framework Agreement, BGK
shall submit, through the Recipient, a request to the Bank for withdrawal from the GEF Trust
Fund Grant Account and deposit to the EE Credit Facility Account an amount equivalent to the
loan commitment under the EE Credit Facility Framework Agreement.
2. BGK shall:
(a) prior to entering into a EE Credit Facility Framework Agreement, obtain the
Bank’s approval of all EE Credit Facility Framework Agreements; and
(b) prior to entering into the first two loan commitments under any EE Credit
Framework Agreement, obtain the Bank’s approval on contractual arrangements for said
transaction.
3. The Bank has the right to terminate disbursements into the EE Credit Facility Account in
the event that:
(a) the GEF Grant Implementation Agreement, or any provision thereof, is amended,
suspended, abrogated, waived or repealed by the Recipient or BGK, without the prior
concurrence of the Bank, and such amendment, suspension, abrogation, waiver or repeal
materially and adversely affects the ability of the Recipient or BGK to perform any of its
obligations under GEF Grant Implementation Agreement;
(b) any authority having lawful jurisdiction shall have taken any action for
dissolution or disestablishment of BGK, or for the suspension of its operations, and such
dissolution, disestablishment or suspension shall materially and adversely affect the ability of
BGK to carry out its obligations under GEF Grant Implementation Agreement;
(c) BGK fails to fulfill its obligations under the GEF Grant Implementation
Agreement; or
-4-
(d) the charter of BGK is amended, suspended, abrogated, repealed or waived in a
manner which, in the opinion of the Bank, would materially and adversely affect the ability of: (i)
the Recipient to effectively implement its obligations under the GEF Trust Fund Grant
Agreement or the GEF Grant Implementation Agreement; or (ii) BGK to effectively carry out its
obligations under GEF Grant Implementation Agreement.
Part F: Withdrawals from the EE Credit Facility Account
1. BGK shall make withdrawals from the EE Credit Facility Account only for payments
made in accordance with a signed loan to a Participating Bank in accordance with an EE Credit
Facility Framework Agreement.�?
Please confirm your agreement to the foregoing amendment by signing and dating the
confirmation on the enclosed copy of this amendment letter and returning it to us. This
amendment will come into force upon receipt by the Bank of the countersigned copy of this
amendment letter and on the date of effectiveness of the amendment letter to the GEF Trust Fund
Grant Agreement of same date between the Recipient and the Bank.
Sincerely,
INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
By/s/Peter Harrold
Country Director
Central Europe and the Baltic States
Europe and Central Asia
CONFIRMED AND AGREED:
BANK GOSPODARSTWA KRAJOWEGO
Name: Dailusz Daniluk
Title : President
Date : June 2, 2011
-5-