The World Bank                                                   1818 H Street N.W.              (202) 473-1000
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT            Washington, D.C. 20433          Cable Address: INTBAFRAD
INTERNATIONAL DEVELOPMENT ASSOCIATION                            U.S.A.                          Cable Address: INDEVAS

                                                                                            03-Dec-2024
                                                                                  ___________________________


            H. E. Doudou Fwamba Likunde Li-Botayi
            Minister of Finance
            Ministry of Finance
            Kinshasa-Gombe
            Democratic Republic of Congo


                              Re: DRC: Credit No. 7066-ZR and Grant No. D989-ZR
                                  GCF Non-Reimbursable Grant No. TF0B8073
                                    GCF Reimbursable Grant No. TF0B8072
                    (Access Governance & Reform for the Electricity and Water Sectors Project)

                                                  First Amendment Letter
            Excellency:

                    We refer to: (a) the Financing Agreement for the Credit No. 7066-ZR and the Grant No. D989-
            ZR between the Democratic Republic of Congo (the “Recipient”) and the International Development
            Association (“Association” or “Bank”), dated June 1, 2022 (“IDA Financing Agreement”); and (b) the
            Financing Agreement for the GCF Reimbursable Grant No. TF0B8072 and GCF Non-Reimbursable
            Grant No. TF0B8072 between the Recipient and the Bank, acting as an Accredited Entity of the Green
            Climate Fund, dated June 1, 2022 (“GCF Financing Agreement”) (jointly, “Financing Agreements”);
            for the above-mentioned project (“Project”). The capitalized terms used in this amendment letter
            (“Amendment Letter”) and not defined herein have the meanings ascribed to them in the Financing
            Agreements.

                     We also refer to your letters 0820/CAB/MIN FINANCES/PP/KKO/2024 dated May 10, 2024,
            and 1243/CAB/MIN.FINANCES/PP/KKO/2024 dated July 27, 2024, requesting, inter alia: (a) some
            proposed changes to the Project activities, including to reflect the AFD Co-financing; (b) financing of
            Land Acquisition and Cash Compensation expenditures in connection with the implementation of
            the relevant resettlement action plans under components 4.1(c) and 4.2 (e) of the project; (c) some
            proposed changes to the implementation arrangements to reflect the changes to the Project activities
            mentioned under (a), including the involvement of ADPI-RDC under new component 2.3(e) of the
            Project; and (d) changes to the disbursement tables of the Financing Agreements to reflect the changes
            to the Project activities, including reallocation of Financing proceeds and the IDA Financing
            Agreement.

                    We are pleased to inform you that the Association agrees with the proposed changes. In
            addition, following subsequent conversations between our technical teams to facilitate the
            implementation of the Project activities to be financed by the GCF Reimbursable Grant No. TF0B8072
            and GCF Non-Reimbursable Grant No. TF0B8072, the Bank has agreed to amend and restate the GCF
            Financing Agreement into two separate financing agreements, each governing the GCF Reimbursable
            Grant No. TF0B8072 and GCF Non-Reimbursable Grant No. TF0B8072, respectively. Accordingly,
            we are pleased to enclose in Annexes 1 to 3 the following legal documents:
                                             -2-



   1- Amended and Restated IDA Financing Agreement for the Credit No. 7066-ZR and the Grant
      No. D989-ZR
   2- Amended and Restated GCF Financing Agreement for the GCF Reimbursable Grant No.
      TF0B8072
   3- Amended and Restated GCF Financing Agreement for the GCF Non-reimbursable Grant No.
      TF0B8073

    Finally, in furtherance to our letter N/Réf: 314/RDC/CD/AS/TIA/2024 dated May 31, 2024,
regarding the endorsement of the Board of Executive Directors of the International Bank of
Reconstruction and Development and the International Development Association of the World Bank
new Corporate Scorecard approach and framework, please find attached the revised Project Results
Framework in Annex 4.

        Please indicate your agreement to the foregoing by countersigning and dating this
Amendment Letter. This Amendment Letter shall become effective as of the date of its
countersignature.



                                       Very truly yours,

                    INTERNATIONAL DEVELOPMENT ASSOCIATION



                                   _____________________
                                        Albert G Zeufack
                   Country Director for the Democratic Republic of the Congo
                                Eastern Southern Africa Region




AGREED:

DEMOCRATIC REPUBLIC OF CONGO


By__________________________
          Doudou Fwamba Likunde Li-Botayi
Name: _______________________
          Minister of Finances
Title: ________________________
          03-Dec-2024
Date: ________________________