OFFICIAL The World Bank 1818 H Street N.W. (202) 477-1234 INTERNATIONAL BANK FOR RECONSTRUCTION AN 0%'433 Cable Address: INTBAFRAD INTERNATIONAL DEVELOPMENT ASSOCIATION lCable Address: INDEVAS c 2017 H. E. Andriambololona Vonintsalama Sehenosoa Minister of Finance and Budget Ministry of Finance and Budget BP 61 Antananarivo Republic of Madagascar Excellency: REPUBLIC OF MADAGASCAR AEITF Grant No. TF0A3272 (Extractive Industry Management Frameworks Project) Amendment to Grant Agreement We refer to the Africa Sustainable Extractive Industries Trust Fund Grant Agreement (the "Agreement"), dated March 13, 2017, for the above-mentioned Project, between the Republic of Madagascar (the "Recipient") and the International Development Association (the "World Bank"). We also refer to your letter dated September 20, 2017, pursuant to which the Recipient requested the World Bank to make some specific amendments to the Agreement. Capitalized terms used in this letter ("Amendment Letter") and not otherwise defined herein have the meaning ascribed to them in the Agreement. We are pleased to inform you that the World Bank accedes to your request, and proposes, through this Amendment Letter, to amend the Agreement as follows: 1. The first paragraph of the preamble of the Agreement is modified to read as follows: "In response to the request for financial assistance made on behalf of the Republic of Madagascar ("Recipient"), I am pleased to inform you that the International Development Association ("World Bank"), acting as administrator of grant funds provided by various donors ("Donors"), under the Multi-Donor Trust Fund for the Africa Sustainable Extractive Industries, proposes to extend to the Recipient a grant in an amount not to exceed one million four hundred thousand United States Dollars (US $1,400,000) ("Grant") on the terms and conditions set forth or referred to in this letter agreement ("Agreement"), which includes the attached Annex, to assist in the financing of the project described in the Annex ("Project")." RCA 248423. L WUI 64145 2 FAX (202) 477-6391 2. Section 1.02 (f) of the Annex to the Agreement is amended to read as follows: "(f) "Project Implementation Unit" and "PIU", each means the coordination unit established within the Recipient's ministry in charge of mines and petroleum, as referred to in Section 2.03 (a). 3. The description of Activities under Section 2.01 of the Annex to the Agreement is amended to read as follows: "Part A. Technical Assistance to Improve Frameworks for Core Mining Management Functions Improving frameworks for core mining functions encompassing, inter alia, licensing, mining inspection and geological survey frameworks by strengthening the regulatory and organization framework, including: (i) drafting mining licensing reporting templates, regulations and procedures; (ii) implementing regulations, procedures and organizational system for mining inspection and geological surveys; and (iii) providing training to civil servants for all new regulation and administrative procedures. Part B. Technical Assistance to Improve Frameworks for Managing Petroleum Operations Improving frameworks for managing petroleum operations through the strengthening of the regulatory and organization frameworks, including: (a) drafting petroleum licenses procedures, including a standard tender package; (b) supporting the organization of a bidding round; (c) providing technical assistance to the evaluation committee in reviewing bidders' offers and negotiating with petroleum companies; and (d) advising on the Recipient's fiscal take and state participation Part C. Support to Transparency and Traceability Mechanisms (a) Provision of support to EITI's dissemination and outreach programs aimed at improving dialog around the management of extractive industries. Such support to include: (i) strengthening the capacity of the EITI Secretariat; and (ii) awareness raising at the central and/or local levels. (b) Improving precious stones and gemstone traceability mechanisms through capacity building across the value chain. Part D. Project Management Provision of operational support to the Project Implementation Unit (PIU), including: (a) appointment of: (i) a full-time technical focal point; (ii) a Project accountant; (iii) a financial management specialist; and (iv) a procurement specialist; and (b) provision of consultants' services for the carrying out of the Grant audit." 4. Section 3.03 of the Annex to the Agreement is amended to read as follows: "3.03. Withdrawal Period. The Closing Date referred to in Section 3.06 (c) of the Standard Conditions is June 29, 2019." Please confirm your agreement with the foregoing amendments by signing and dating this Amendment Letter in the spaces provided below. Henceforward, all other provisions of the Agreement not hereby amended shall remain in full force and effect. This Amendment Letter shall be executed in two counterparts each of which shall be an original. Upon confirmation, please return one fully executed original to us. The provisions set forth in this Amendment Letter shall become effective as of the date of countersignature upon receipt by the World Bank of the countersigned original of this Amendment Letter. Sincerely, Mark Lundell Country Director for Madagascar Africa Region ED: NRE IC OF MADAGASCAR 0 MDAte