BOUTHEINA GUERMAZI Director, Regional Integration Africa, Middle East and North Africa Region Wash ington, D.C., December 24, 2024 Honorabl e Seedy M. Ke ita Minister of Finance and Economic Affairs Ministry of Fi nance and Economic Affai rs Banjul, Gambia Re: Republic of The Gambia: OMVG Interconnection Project Credit No. 5659-GM Notice o{Reallocation o(Funds and Extension ofthe Closing Date and Amendment to the Financing Agreement Excellency: I. We refer to the Financing Agreement (the "Agreement"), dated June 23, 20 15, between the Republic of The Gambia (" Recipient") and the International Development Association ("Association"). We a lso refer to your letter dated August 13, 2024, requesting spec ific mod ifications to the Agreement. Please note that the capitalized terms used in th is letter ("Amendment Letter") and not defined herein have the meanings ascribed to them in the Agreement. Notice of Reallocation of Funds and Extension of the Closing Date 2. We are pleased to inform you that the Assoc iation has established June 30, 2025, as the later date for purposes of Section 111.B.2 o f Schedule 2 to the Financing Agreement and reallocated the funds in the disbursement table in Section IV. (A) of Schedule 2 (Withdrawal of the Proceeds of the Financing) as shown in this new disbursement table: QUOTE· Category Amount of the Credit Allocated Percentage of (expressed in SOR) Expenditures to be Financed (inclusive of Taxes) ( I) Goods, works, non- 27, 100,000 100% consulting services, and consultants' services for Part 1. 1 (i) of the Project for Lot 6 (Tana ff-Soma) and part of Lot 7 (Soma-Birkama) @i WORLD BANK GROUP -2- (2) Goods, works, non- 3,400,000 100% consulting services, and consultants' servi ces for Part 2.1 (ii) of the Project (3) Goods, works, non-consulting 100% services, and consultants· services for Pa11 2.2 of the Project (a) for the first disbursement fo r 0 Pa11 2.2 of the Proj ect (b) for the second disbursement for Part 2.2 of the Project 0 (c) for the third disbursement for Part 2.2 of the Project 0 ( d) for the fourth disbursement for Part 2.2 of the Project 0 (e) for the fifth disbursement for Pa1 1 2.2 of the Project 0 (4) Goods, works, non- 2,900,000 100% consulting services, and consultants' services under Pa11 2.2 of the Project TOTAL AMOUNT 33,400,000 UNQUOTE The rev isions to the Financing Agreement made by this notice are effective immediate ly. Amendment to the Financing Agreement 2. We are pleased to inform you that the Association agrees to yo ur request and proposes to amend the Agreement as follows: I. Schedule I (Project Description) is amended to read as set out in Annex I to this Amendment Letter. 2. Section IV. (B)(I) of Schedule 2 (Withdrawal Period) is amended to read as follows: ''B. Withdrawal Conditions; Withdrawal Period I. Notwithstanding the provisions of Part A of this Section, no withdrawal shall be made: (a) for payments made prior to the date of this Agreement, except that w ithdrawals up to an aggregate amount not to exceed SOR 6,680,000 may be made for payments made prior to this date but on or after June 30, 20 14, for Eligible Expenditures under Categories ( I) and (2); or -3- (b) under Category (I) unti l: (i) the contract for the Project Management Firm has been signed in form and substance satisfactory to the Association; and (i i) the Western Branch Financing has become e ffective. and the right of the Participating Countries to make withdrawals under the relevant financ ing agreement (other than the effectiveness o f this Agreement) shall have vested; (c) under Category (4) unti l: (i ) AMA has been lega lly established and made operational in the territory of one of the Participating Countries in accordance with the AMA legislation, all in form and substance satisfactory the Assoc iation, and AMA has assumed full contro l of the management and operation of the OMYG Transmission Network; (ii) the AMA project agreement has been signed in fo rm and substance satisfactory to the Association ; (i ii) OMVG has entered, under terms and cond itions acceptable to the Association, into an assignment and assumption agreemen t with the Asset Management Agency pursuant to which OMVG shall, among other things, ass ign all of its rights under the Subsidiary Agreements to AMA and the AMA shall resume all of OMYG 's obligations (fi nancial and otherwise) under the Subsid iary Agreements; and AMA has appointed OM YG to continue to perform until the Closing Date, all fi duciary, adm inistrative, disbursements, safeguards, reporting and other Project implementation suppo1t responsibilities under the Project, under terms and conditions acceptable to the Association." 4. Paragraph 8 ofSection I (A) ofSchedule 2 is amended to read as f ollows: "Section I (A). Asset Management Agency 8. Without lim itation to the generality of the forego ing provisions of paragraph (8) immed iately above, the Asset Management Agency shall be responsible, inter alia, for the operation and maintenance of the OMVG Transmission Network, such operation and maintenance to be carried out by a qualified temporary operator under contract that is acceptab le to the Association, and once an AMA subsidiary established for such purpose is fu nctional and ready to take over the operation and maintenance, with guidelines acceptable to the Association, by such subsidiary." All other terms and conditions of the Agreement that have not been amended hereby shall rema in unchanged and in fu ll force and effect. Please ind icate your agreement with the foregoing Amendment to the Financing Agreement, by countersigning and dating the two original copies of th is letter and return ing one countersigned original copy to the Assoc iation. Upon receipt by the Association of sa id origina l countersigned by the authorized representative of the Recipient, this Amendment shall become effective as of the date of countersignature. Please also note that the Project Restructuring Paper dated December 24, 2024, a copy of which is enc losed herewith, will be disc losed on the Association's external website as per the World Bank's policy on Access to Information. -4- Because o f this restructuring, the mi lestones and targets to be achieved under the indicators se lected to measure the performance of the Project w ill have to be adjusted to reflect the change of its scope. The proposed revised fram ework is included in the Project Restructuring Paper. Such adjustments w ill have to be refl ected in the Project's monitoring and evaluation and reporting system s before the due date of the next Proj ect Report, or such other date as may be acceptable to the Association. We are look ing forward to receiving the rev ised version of the Proj ect Imp lementation Manual for the A ssoc iation· s non-objection on the re vised results framework. Sincere ly, INTERNATIONAL DEVELOPMENT ASSOCIATION For Boutheina Guennazi Director for Regional Integration Africa, Middle East and Notth Africa Region AGREED: REPUBL By: - - l - - - ' - - - - - - - ' -----1-=-.\-- ~ A Name t,Jj kc~· Title: fl{~.::;, P-( ~ f n <>--- =- Date: S).;, I ,I~ ~ I -5- Annex I "Schedule I Project Description The objecti ve of the Project is to enable electricity trade between The Gambia, Guinea, Guinea-Bissau and Senegal. Part 1: Extension of WAPP transmission network - OMVG Interconnection 1. Transmission lines. Provision of works, technical assistance, equipment and goods for the construction of (i) approximate ly 566 km of Lots 5, 6 and 7 between Brikama and Boke of 225 kV transmission network and a corresponding fiber optic cable; (ii) approximate ly I, 11 1 km of Lots I, 2, 3, 4 and 6, of 225 kV transmission network and a correspond ing fiber optic cable, interconnecting the electrical networks of the four Participating Countries. 2. Substations Provision of works, techn ica l assistance, equipment and goods for the construction of (i) the 225/30 kV Substations of Bambadinca and Salthino in Guinea Bissau and an electrical bay in the Brikama substation in The Gambia, and (i i) nine 225/30 kV Substations, one 225/33 kV Substation and one 225/ l I0/30kV Substation on the interconnection; and (ii i) the 225kV Substations of Mansoa and Bissau in Guinea Bissau. Part 2: Technical Assistance to OMVG 1. Implementation Support. (i) Provision of technical assistance, training, capacity building, equipment and supporting operating costs related to the coordination and implementation of Project activities, monitoring and evaluation, implementation of safeguard requirements and assessment of the impacts of the Project activities; and (ii) prov ision of technical assistance to the PMU through the Project Management Firm, for the financing of internal audits, the carrying out of environmental impact studies, biodiversity management plans, the implementation of the ESMP and corrective measures recommended in the RAP audits, the carry ing out of technical stud ies such as feasibi lity studies, the carrying out of a study for the commercialization of the fiber optic cables, the carrying out of a study for the optimal functional organization of a subsidiary of the asset management agency, which has been established to be responsible for operation and maintenance of the line, as well as the provision of technical assistance for the increased collaboration between OMVG and OMVS. 2. Operations and Maintenance support. Financing part of the costs of operation and maintenance of the OMVG Transmission Network in the initial years of operation, inc luding cost of services for temporary operators entrusted with these services until the subsidiary of the asset management agency responsible for operation and maintenance is established and operational."