01-Mar-2022
                                                                             ________________, 2022



Hon. Dennis K. Vandi
Minister of Finance
Ministry of Finance
Treasury Building, George Street
Freetown, Sierra Leone

Excellency:

                     Re: Republic of Sierra Leone
                     Credit No. 5333-SL for the Energy Sector Utility Reform Project
                     Amendment No. 3 to the Financing Agreement

       We refer to the Financing Agreement (the “Agreement”) between the Republic of Sierra Leone (the
“Recipient”) and the International Development Association (the “Association”), dated January 17, 2014,
as amended. We also refer to your letter dated December 7, 2021, requesting some amendments to the
Agreement.

        We are pleased to inform you that the Association agrees with your request. Accordingly, the
Financing Agreement shall be amended as set forth in this letter (the “Amendment Letter”).

1.     Schedule 1 to the Agreement is hereby amended by inserting new Part 6 to read as follows:

       “Part 6. Implementation of Resettlement Action Plan.

               Financing a Resettlement Action Plan, including the total costs of cash compensation to
               Affected Persons and the restoration of their livelihoods.”

2.     The following new paragraph is hereby added and placed in alphabetical order under the
       Definitions Section of the Appendix to the Agreement to read as follows and the rest of the
       definitions are renumbered accordingly to maintain alphabetical order:

       “The term “Resettlement Cash Compensation” means any cash paid to Affected Persons out of the
       proceeds of the Financing in accordance with the terms and conditions of the Resettlement Policy
       Framework and the relevant Resettlement Action Plan and Livelihood Restoration Plan for loss of
       land, homes and crops, for economic displacement and loss of livelihoods.”

       All provisions of the Agreement which are not expressly modified in accordance with this letter
remain unchanged.
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        Please indicate your agreement with the foregoing, by countersigning and dating the two original
copies of this letter and returning one countersigned original copy to the Association. Upon receipt by the
Association of said original countersigned by the authorized representative of the Recipient and dated, this
amendment shall become effective as of the date of countersignature of this letter.

                                             Yours sincerely,


                                    ____________________________
                                            Abdu Muwonge
                                    Country Manager for Sierra Leone
                                    Africa Western and Central Region




CONFIRMED AND AGREED:
REPUBLIC OF SIERRA LEONE


By: _______________________
           Hon. Dennis Vandi
Name: _____________________
            MINISTER
Title: ______________________
           18-Apr-2022
Date: ______________________