DEBORAH L WETZEL Director, Regional Integration Afnca and Middle East and North Africa August 13, 2020 H.E. Romuald Wadagni Minister of Economy and Finance Ministry of Economy and Finance BP 302 Cotonou Republic of Beni n Re: North Core Dorsale Nord Regional Power lnterconnector Project Grant Number D393-BJI Credit Number 6340-BJ Amendment to the Fifla11ci11g Agreement Excellency: We refer to the Financing Agreement ('·Agreement") between the Republic of Benin ("Recipient") and the lntemational Development Association (" Association·'), dated November 27, 20 18, for the above-referenced Project. We also refer to your letter dated February I, 20 19 requesting changes to the Agreement, and subsequent follow -up conversations. We are pleased to inform you that the Association agrees to your request and hereby proposes to amend the Agreement as fo llows: I. Schedule 1 to the Agreement is hereby amended to include the following new Component 5 as follows: "Component 5: Construction of CTB Phase 2 Transmission Line from Momc Hagou (Togo)- Sakete (Benin): Construction of the 330kV Coastal Transmission Backbone (CTB) in Benin, from Mome Hagou (Togo) to Sakete (Benin) to establish a robust interconnection between the WAPP countries of Cote d'Ivoire, Ghana, Benin, Togo and Nigeria. "Component 5.A: Construction of the 330kV Mome Hagou (Togo) - Sakete (Benin) Coastal Transmission Backbone (CTB) line to establish a robust interconnection between the two WAPP Countries, and entailing goods, works. non-consulting services and consulting services required for: I. Line: Completion of the construction of approximately 117km of HY 330kV transmission line between Mome Hagou (Togo) - Sakete (Benin). (l1, WORLD BANK GROUP -2- 2. Substation: commissioning of the extension at Sakete substation, inc luding setting, functional testing and commissioning of protection re lays and reactance, complementary wo rks needed to fini sh the transmission line extension. 3. Telecommunications equipment: design, procurement, installation and commiss ioning of the telecommunicati on system inc luding the installatio n of fib er optical cables and te lecommunication equipment in the Sakete Substation (Benin- Lot I). Component 5.B : Project Oversight: supervi sion by the Owner's Engineer of the finalization of the works in the Sakete line and substation referred to in Component 5.A above, including the entry in service of the eq uipment as well as assisting the PMU-NC and the CEB team with the overall Proj ect management and supervision through the provis ion of non-consulting services and consulting services a s required therefor." 2. Sectio n I.C of Schedule 2 (Safeguards) is hereby amended to include a new paragraph 8 as follo ws: "8. The Recip ient, through PMU, shall ensure that the activities under Part 5 of the Proj ect are implemented in accordance with the RAP Action Plan ("RAP Action Plan"), in a manner acceptable to the Association. Except as otherwise agreed by the Association, the Recipient, through the PMU, shall not amend, abrogate, waive or fai l to enforce the RA P Action Plan or any of its provisions. 9. Without limitations of Paragraph 8 above the Recipient, through the PMU , shall: (i) no later than 120 days after countersignature of this Amendment and prior to the commencement of any works under Category 3, update the ESIA, in form and substance acceptable to the Association and in accordance w ith the provisions of Section LC of this Schedule so as to be appropriate for the inclus ion and implementation of Part 5 of the Proj ect; (ii) no later than 120 days after countersignature of this Amendment, update the ESMP, in fo rm and substance acceptable to the Association and in accordance w ith the provis io ns of Section l.C of this Schedule so as to be appro priate for the inc lus ion and implementation of Part 5 of the Project; (ii i) no later than 120 days after countersignature of this Amendment, recruit a social spec ialist for the CEB team fo r the implementation of the RA P Action Plan; and (iv) estab lish a GRM fo r the executi on of the corrective actio n plan for th is audit." -3- 3. The table in Section 11.B of Schedule 2 to the Agreement is hereby deleted and replaced with the table in the Annex. 4. Section 11 1.B. of Schedule 2 to the Agreement is hereby deleted in its entirety and replaced with the following: " I. Notwithstanding the provisions of Part A above, no withdrawal shall be made: (a) fo r payments made prior to the Signature Date, except that withdrawals up to an aggregate amount not to exceed: (i) an amount equivalent to SDR 272,500; and (ii) the amount of EUR 327,500, may be made for payments made prior to this date but on or after November I, 20 17, for Eligible Expenditures under Categories ( 1) and (2); or (b) under Category (2), until and unless: (i) the seller of electricity in Nigeria shall have signed and executed, under terms and conditions satisfactory to the Association, the Power Purchase Agreement with each of SONABEL and NIGELEC; and (ii) the Transmission Service Agreements shal l have been signed and executed, under terms and conditions satisfactory to the Association, by the four ( 4) utilities for the use of the North Core Regional lnterconnector; and (c) under Category (3), until and unless the: (i) the Recipient has implemented the RAP Action Plan described in Section I.C satisfactory to the Association." 5. In the Appendix of the Agreement, the definition below shall be added and placed in alphabetical order to read as follows, and the rest of the definitions are renumbered accordingly to maintain alphabetical order. "RAP Action Plan" means the Action Plan agreed between the Borrower and the Bank, which sets out a summary of the material measures and actions to address the potential Resettlement risks and impacts of the activities under Part 5 of the Project, including the timing of the actions and measures, institutional and monitoring and reporting arrangements, as the RAP Action Plan may be revised from time-to-time, with prior written agreement of the Bank." All the terms and conditions of the Agreement that have not been amended hereby shall remain unchanged and in full force and effect. Please indicate your agreement with the forego ing, 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 -4- authorized representative of the Recipient and dated, th is amendment shall become effective as of the date of countersignature of this letter. Sincerely INTERNATIONAL DEVELOPMENT ASSOCIATION Deborah L. Wetzel Director of Regional Integration Africa, Middle East and North Africa -5- AGREED: REPUBLIC OF BENIN Date: ? 4 ~GU1 2020 -6- ANNEX Percentage of Amount of the Amount of the Expenditure to be Category Grant Allocated C redit Allocated Financed (expressed in SOR) (expressed in EUR) (inclusive of Taxes) (1 ) Goods, non-consulting 1, 10 1,976 1,356,278 services, consulting services, and Resettlement Costs LOO under Parts I .A.6, 1.8 .1, I.C.2, 3.A, 3.8.2 and 4.A.2 of the Proj ect (2) Works, non-consulting 7, 139,223 8,552, 194 services, consulting services, workshops, 100 training, operation cost under Part I of the Project (3) Goods, works, non- 2,460,777 2,947,806 consulting services, consulting services 100 under Part 5.A of the Project (4) Goods, non-consulting 198,024 243 ,722 services, consulting 100 services under Part 5.8 of the Project Total 10,900,000 13,100,000