OFFICIAL .r t 0 DOCUMENTS The World Ban1 1818 H Street JW. (202) 477-1234 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPIMI W taMoff'V.t. 20433 Cable Address: INTBAFRAD INTERNATIONAL DEVELOPMENT ASSOCIATION U.S.A. Cable Address: INDEVAS May 24, 2012 H.. Amara Konneh Mi nister of Finance Ministry of Finance RePublic of Liberia Mi. Shahid Mohammad Chief Executive Officer Liberia Electricity Corporation (LEC) PC Box 165 Waterside Monrovia Liberia, 1000 H:1 iirable Ministers: Liberia Additional Financiag for Electricity System Enhancement Project (Credit No. 5055-LR) Amendment to the Project Agreement We refer to the Project Agreement dated December 2, 2010, between the International [Dvelopment Association (the Association) and the Liberia Electricity Corporation (LEC), which wa entered into in connection with the above-referenced Project and the Credit made by the Asiociation to the Republic of Liberia pursuant to the Financing Agreement between the Republic cf Liberia and the Association dated December 2, 2010, in the amount of six million five hundred ti isand Special Drawing Rights (SDR 6,500,000) (the "Original Financing Agreement"). We als-) refer to the Financing Agreement between the Republic of Liberia and the International Development Association (the Association) dated March 20, 2012 (the "Additional Financing Aereement"), providing for an additional credit (Credit No. 5055-LR) in the amount of fourteen mi lion two hundred thousand Special Drawing Rights (SDR 14,200,000) in support of additional activities under the referenced Project, and amending the Original Financing Agreement. In that, Section 5.01 of the Additional Financing Agreement has also envisaged that, as a condition precedent to the entering into force of the Additional Financing Agreement, the Association and LEC shall enter amendments to the Project Agreement encompassing the additional Project activities, we propose to amend the Project Agreement as follows: H. E. Amara Konneh -2- May 24, 2012 1. The Preamble to the Project Agreement is deleted, and is replaced as the new Preamble, with the paragraph below: "Agreement dated December 2, 2010, entered into between INTERNATIONAL DEVELOPMENT ASSOCIATION ("Association") and LIBERIA ELECTRICITY CORPORATION ("Project Implementing Entity") ("Project Agreement") in connection with the Financing Agreement (the "Original Financing Agreement") of same date between the Republic of Liberia (the "Recipient") and the Association and in connection with the Liberia Electricity System Enhancement Project (the "Project"); and amended on September 11, 2012, with the intention of properly adjusting ard conforming the agreement with certain modifications that were introduced into the Project, of and adjusting the obligations of the parties hereunder relative to the Financing, both as originally provided, and as thereafter supplemented and amended pursuant to the Financing Agreement between the Recipient and the Association dated March 20, 2012 (the "Additional Financing Agreement"). The Association and the Project Implementing Entity hereby agree as follows:" 2. Section 1.02 is amended to read as follows: "1.02. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the Original Financing Agreement or the Additional Financing Agreement or tl.e General Conditions." 3. Paragraph I.C.2 of the Schedule to the Project Agreement is amended to read as follows: '2. The Project Implementing Entity shall in its progress reports to the MLME (to be collected and submitted to the Association pursuant to Section I.C.2 of Schedule 2 to the Original Financing Agreement) include progress made in compliance with environmental and social safeguard measures under its Respective Parts of the Project, giving details of measures taken in furtherance of the environmental and social safeguards and any conditions which interfere or threaten to interfere with the smooth implementation of the said Safeguard Instruments, and remedial measures taken or required to be taken to address such conditions." 4. Section III of the Schedule to the Project Agreement is amended to read as follows: "Section III. Procurement All goods, works and services required for the Project Implementing Entity's Parts of the Project and to be financed out of the proceeds of the Original Financing or the Additional Financing shall be procured in accordance with the provisions of Section III of Schedule 2 to the Additional Financing Agreement." H. Ii. Amara Konneh -3- May 24, 2012 N. Shahid Mohammad 4. Section 6.02 of the Project Ageement is amended to read as follows: "Section 6.02. Any action required or permitted to be taken, and any document required or permitted to be exc:uted, under this Agreement on behalf of LEC, or by LEC on behalf of the Borrower. under the Original Financing Agreement or the Additional Financing Agreement, may be taken or executed by LEC's Chief Executive Officer or such other person or persons as LEC shall designate in writing, and LEC shall furnish to the Association sufficient evidence of the authority and the authenticated specimen signature of each such person." All other terms and conditions of the Project Agreement, except as amended herein, shall remain in full force and effect. Please indicate your agreemeni with the foregoing amendments by signing and dating the en osed copy of the letter and returning it to us. This amendment shall take effect from the date of :ountersignature. Very truly yours, INTERNATIONAL DEVELOPMENT ASSOCIATION By Yusupha Crooke Country Director f iberia Africa Region AG REED: LIIERIA ELECTRICITY COP PORAT[ION Authorized Representativ 1 (4 CO-NFIRMED: REPUBLIC F LIBE A By Authorized Representative .H. E. Amara Konneh -4- May 24, 2012 Mi. Shahid Mohammad cc: Hon. Patrick Sandolo, Minister, Ministry of Lands, Mines and Energy Mr. Joseph Mayah, Deputy Chief Executive Officer of Liberia Electricity Corporation H. Amara Konneh -5- May 24, 2012 Mr Shahid Mohammad Drafted by & cc: Jonathan PavIuk (Senior Counsel, LEGAF) Re, iewed by & cc: Zayra Romo (co-Tean Leader, AFTEG) Luis Schwarz. (Senior Finance Officer, CTRLA) bc Messrs./Mmes: S. Kulyk (AFCGH); I. Dobraja, C. Harris, Y. Nasser (AFMLR); J. Pavluk (LEGAF); L. Schwarz (CTRLA); C. Taylor (AFTPC); M. Dapaah (AFTFM); L. Monari, R. Duncan, F. Missfeldt-Ringius, Z. Romo, K. Stroup, R. Essalhi, R. Oyeneyin (AFTEG); J. Hasselsten (AFTUW); WBDocs