DFFICIAL
DCUMETS
The World Bank                                    1818 H StreeN.W.        (202) 473-1000
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOP1  sMngt D.C. 20433      Cable Address: INTBAFRAD
INTERNATIONAL DvELOPMENT ASSOCIATION             U.S.A.                   Cable Address: INDEVAS
Date:   ______
Mr. Yves-Louis Darricarr6re
Execitive Vice President
TOTAL S.A.
2 Pla.ce Jean Millier
Cedc-x 45, Paris, 92078
FRANCE
Amendment to Amended and Restated Agreement between TOTAL S.A. and the
International Bank for Reconstruction and Development and the International
Development Association concerning the financing of the Multi-Donor Trust Fund for
the Global Gas Flaring Reduction Public-Private Partnership (the "GGFR")
(TFOSO954)
Dear Mr. Darricarrre:
1.     Reference is made to the Amendcd and Restated Agreement (the "Agreement") between TOTAL
S.A. (the "Contributor") and the International Bank for Reconstruction and Development ("IBRD") and
the International Development Association ("IDA", and together with the IBRD, the "Bank") concerning
the financing of the Multi-Donor Trust Fund for the Global Gas Flaring Reduction Partnership
(TF(I30954) (the "GGFR Trust Fund"), dated November 18, 2009.
2.     Pursuant to recent discussions between the Contributor and the Bank concerning the extension of
the term of the GGFR Trust Fund; the Bank and the Contributor agree to amend the Agreement as of the
Amcndment Effective Date (as defined below) as follows:
2.1.   Section 7.1. of the Standard Pr:visions shall be amended by deleting it in its entirety and
replacing it with the following:
"7.1.  It is expected that the Contributions will be fully disbursed by the Bank in accordance
with the provisions of this Amended and Restated Agreement by June 30, 2016. The Bank shall
only disburse Contributions for the purposes of this Amended and Restated Agreement after such
date with the written approval of the Contributors."
3.    In addition, we are pleased to acknowledge that the Contributor will make available to the Bank
the sum of six hundred thousand United States Dollars (US$600,000) (the "Contribution") for the GGFR
Trust Fund.
4.     The Contributor shall deposit the Contribution into such bank account designated by the Bank, in
installments in accordance with the followAing schedule:
(i)    promptly following countersignature of this Amendment by the Contributor and
submission of a payment request by the Bank, two hundred thousand United States
Dollars (US$200,000);
(ii)   on or before December 31, 2013 and submission of a payment request by the Bank, two
hundred thousand United States Dollars (US$200,000) (the "Second Installment"); and


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(iii)  on or before December 2 1, 2014 and submission of a payment request by the Bank, two
hundred thousand United States Dollars (US$200,000) (the "Third Installment").
Provided that, if the Second Installment and Third Installment have not been paid by the
Contributor before June 30, 2013 and the Amendment Effective Date occurs after June 30, 2013 the
Contributor's commitment for the Second and Third Installment made hereunder will be terminated and
the .-ank will not accept any funds under them.
5.     When making such deposits, the Contributor shall instruct its bank to include in its payment
detail information (remittance advice) field of its SWIFT payment message, information indicating: the
amcnit paid, that the payment is made by the Contributor for TF No. 050954, the Multi-Donor Trust
Fun: for the Global Gas Flaring Reduction Public-Private Partnership, and the date of the deposit. In
addition, the Contributor shall provide a copy of the Contributor's deposit instruction to the Bank's
Acccunting Trust Funds Division by e-mail sent to tfremitadvice(@worldbank.org or by fax sent to (202)
614-1315.
6.     All other terms of the Agreement remain unchanged.
7.     Please confirm your agreement with the foregoing, on behalf of the Contributor, by signing,
datiiig, and returning to us the enclosed copy of this Amendment. Upon receipt by the Bank of the copy of
this Amendment duly countersigned by you, this Amendment shall become effective as of the date of the
countersignature, provided that the amendments specified in Section 2 above shall only become effective
as of the date that the last of the then cu:,rent contributors to GGFR Trust Fund provides to the Bank its
countersignature to its respective amendment regarding the subject matter therein (the "Amendment
Effective Date").
Sincerely,
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
INTERNATIONAL DEVELOPMENT ASSOCIATION
S. Vijay IJr
Director
Department of Sustainable Energy (SEG)
CONFIRMED AND AGREED:
TOTAL S.A.
By:                                            Date:
Name: Yves-Louis Darricarrre
Title: Executive Vice President