GRANT NUMBER H866-KM




    Project Agreement
      (Electricity Sector Recovery Project)



                    between



INTERNATIONAL DEVELOPMENT ASSOCIATION



                      and



 MADJI NA MWENDJE YA KOMOR - MA-MWE




           Dated: September 24, 2013
                              PROJECT AGREEMENT

        AGREEMENT dated           e-pten   -) -r <f       , 2013, entered into between
INTERNATIONAL DEVELOPMENT ASSOCIATION ("Association") and MADJI NA
MWENDJE YA KOMOR MA-MWE ("Project Implementing Entity") ("Project
Agreement") in connection with the Financing Agreement ("Financing Agreement") of
same date between the Union of the Comoros ("Recipient) and the Association. The
Association and the Project Implementing Entity hereby agree as follows:

            ARTICLE I -      GENERAL CONDITIONS; DEFINITIONS

1.01.   The General Conditions (as defined in the Appendix to the Financing
        Agreement) constitute an integral part of this Agreement.

1.02.   Unless the context requires otherwise, the capitalized terms used in this
        Agreement have the meanings ascribed to them in the Financing Agreement or
        the General Conditions.

                              ARTICLE II -      PROJECT

2.01.   The Project Implementing Entity declares its commitment to the objective of the
        Project and to the Program. To this end, the Project Implementing Entity shall
        carry out the Project in accordance with the provisions of Article IV of the
        General Conditions, and shall provide promptly as needed, the funds, facilities,
        services and other resources required for the Project.

2.02.   Without limitation upon the provisions of Section 2.01 of this Agreement, and
        except as the Association and the Project Implementing Entity shall otherwise
        agree, the Project Implementing Entity shall carry out the Project in accordance
        with the provisions of the Schedule to this Agreement.

                          ARTICLE III-       TERMINATION

3.01.   For purposes of Section 8.05 (c) of the General Conditions, the date on which the
        provisions of this Agreement shall terminate is twenty (20) years after the date of
        this Agreement.

                ARTICLE IV -       REPRESENTATIVE; ADDRESSES

4.01.   The Project Implementing Entity's Representative is its General Manager
        (DirecteurGnral).
                                           3


4.02.   The Association's Address is:

                International Development Association
                1818 H Street, NW
                Washington, DC 20433
                United States of America

                Cable:                  Telex:          Facsimile:

                INDEVAS                 248423(MCI)     1-202-477-6391
                Washington, D.C.

4.03.   The Project Implementing Entity's Address is:

                Volovolo
                Ngazidja
                Comoros

                Facsimile:

                (+269) 773 23 59
                                  4


AGREED at Moroni, Comoros, as of the day and year first above written.


               INTERNATIONAL DEVELOPMENT ASSOCIATION


               By


                                                             hkdWpresentative

                                       Name:

                                       Title: (   Q,   IA




               MADJI NA MWENDJE YA KOMOR

                                                             AfV

               By


                                                   Ah            Repre n

                                       Name:           C                   '    I -4

                                       Title:                5     ,(L
                                             5


                                      SCHEDULE

                                Execution of the Project

Section I.      Implementation Arrangements

A.      Institutional Arrangements

1.     The Project Implementing Entity shall establish and maintain under the authority
       of its Managing Director (Directeur Gnjral, throughout the implementation of
       the Project, the Fiduciary Team, with mandate, composition and resources
       acceptable to the Association. In particular, the Project Implementing Entity shall
       maintain at all times sufficient staff (in the views of the Association), each with
       adequate (in the views of the Association) terms of reference, qualifications and
       experience for the Project.

2.      Without limitation to the provisions of paragraph (1) immediately above, the
        Fiduciary Team shall be responsible for the monitoring of Project
        implementation as well as procurement, financial management and reporting.

3.      Without limitation to the provisions of paragraph (1) immediately above, the
        Fiduciary Team shall include, inter alia: (i) a procurement specialist; and (ii) a
        financial management specialist, each recruited on the basis of terms of
        reference, qualifications and experience satisfactory to the Association and in
        accordance with the provisions of Section III of Schedule 2 to this Agreement.

4.      The Project Implementing Entity shall recruit an internal auditor, no later than six
        (6) months after the Effective Date.

B.      Anti-Corruption

        The Project Implementing Entity shall ensure that the Project is carried out in
        accordance with the provisions of the Anti-Corruption Guidelines.

C.      Restructuring and Development Plan

I.      For the implementation of Part I of the Project, the Project Implementing Entity
        shall prepare a restructuring and development plan and submit it to the Recipient
        and to its Board of Directors for approval. The restructuring and development
        plan shall then be submitted to the Association for approval.

2.      The Project Implementing Entity shall       not to commence activities for the
        implementation of the restructuring and     development plan before it has been
        formally approved by the Recipient and      by the Project Implementing Entity's
        Board of Directors and then by the          Association (the "Restructuring and
        Development Plan").
                                          6


3.   The Restructuring and Development Plan may be revised, as needed, during
     Project implementation subject to the prior approval of the Recipient, the Project
     Implementation Entity's Board of Directors (or, as the case may be, of the person
     to whom the Board of Directors will have delegated such authority) and the
     Association.

D.   Annual Work Plans and Budgets

1.   Each year Project Implementing Entity, acting through the Fiduciary Team, shall
     prepare and submit to the Recipient and to the Association for approval a draft
     annual work plan and budget for the Project (including Training and Operating
     Costs) for each subsequent year of Project implementation, of such scope and
     detail as the Association shall have reasonably requested.

2.   The Project Implementing Entity shall furnish to the Recipient and then the
     Association, as soon as available, but in any case not later than November 30 of
     each year, the annual work plan and budget for the following year formally
     approved by the Recipient, for the Association's review and approval; except for
     the annual work plan and budget for the Project for the first year of Project
     implementation which shall be furnished no later than one (1) month after the
     Effective Date. Only the activities included in an annual work plan and budget
     expressly approved by the Association (each an "Annual Work Plan and
     Budget") are eligible to a financing from the proceeds of the Financing.

3.   Training shall be carried out on the basis of Annual Work Plans and Budgets,
     which shall, inter alia, identify: (a) particulars of the training envisaged; (b) the
     personnel to be trained; (c) the selection method of the institution or individuals
     conducting such training; (d) the institution conducting such training if identified;
     (e) the purpose and justification for such training; (f) the location and duration of
     the proposed training; and (g) the estimate of the cost of such training.

4.   Annual Work Plans and Budgets may be revised as needed during Project
     implementation subject to the Recipient's and the Association's prior approval.

E.   Project Implementation Manual

1    (a)     The Project Implementing Entity shall carry out the Project in
             accordance with the Project Implementation Manual; and

     (b)     the Project Implementing Entity shall not assign, amend, abrogate, or
             waive the Project Implementation Manual or any provision thereof, if
             such assignment, amendment, abrogation or waiver may, in the opinion
             of the Association, materially or adversely affect the implementation of
             the Project.
                                            7


2.      In the event of any conflict between the provisions of the Project Implementation
        Manual and those of this Agreement, the provisions of this Agreement shall
        prevail.

Section II.     Project Monitorin2, Reporting and Evaluation

A.      Project Reports

1.      The Project Implementing Entity shall monitor and evaluate the progress of the
        Project and prepare Project Reports in accordance with the provisions of Section
        4.08 of the General Conditions and on the basis of indicators acceptable to the
        Association and set forth in the Project Implementation Manual. Each such
        Project Report shall cover the period of one calendar quarter, and shall be
        furnished to the Recipient not later one (1) month after the end of the period
        covered by such report for incorporation and forwarding by the Recipient to the
        Association of the overall Project Report.

2.      The Project Implementing Entity shall provide to the Recipient not later than five
        (5) months after the Closing Date, for incorporation in the report referred to in
        Section 4.08 (c) of the General Conditions all such information as the Recipient
        or the Association shall reasonably request for the purposes of such Section.

3.      No later than eighteen (18) months after the Effective Date, or on such other date
        acceptable to the Association, the Project Implementation Entity shall, in
        conjunction with the and the Recipient and the Association, carry out a mid-term
        review of the Project (the "Mid-term Review"), covering the progress achieved in
        the implementation of the Project. The Project Implementing Entity shall prepare
        and furnish to the Association not less than three (3) months prior to the
        beginning of the Mid-term Review, a report integrating the results of the
        monitoring and evaluation activities performed pursuant to this Agreement and
        the Financing Agreement, on the progress achieved in the carrying out of the
        Project during the period preceding the date of such report, and setting out the
        measures recommended to ensure the efficient carrying out of the Project and the
        achievement of the objective of the Project during the period following such date.
        Following the Mid-term Review, the Project Implementing Entity shall act
        promptly and diligently in order to take, or cause to be taken, any corrective
        action deemed necessary by the Association to remedy any shortcoming noted in
        the carrying out of the Project in furtherance of the objective of the Project.

B.      Financial Management, Financial Reports and Audits

1       (a)     The Project Implementing Entity shall maintain a financial management
                system and prepare financial statements in accordance with consistently
                applied accounting standards acceptable to the Association, both in a
                manner adequate to reflect the operations and financial condition of the
                                           8


               Project Implementing Entity, including the operations, resources and
               expenditures related to the Project.

       (b)     Without limitation to the provisions of paragraph (a) immediately above,
               the Project Implementing Entity shall purchase and install accounting
               software acceptable to the Association no later than four (4) months after
               the Effective Date.

2.     The Project Implementing Entity shall prepare and furnish to the Association not
       later than forty-five (45) days after the end of each calendar quarter, interim
       unaudited financial reports for the Project covering the quarter, in form and
       substance satisfactory to the Association.

3.     The Project Implementing Entity shall have its financial statements referred to
       above (including funds used by the Project Implementing Entity for the benefit of
       EDA) audited by independent auditors acceptable to the Association, in
       accordance with consistently applied auditing standards acceptable to the
       Association. Each audit of these financial statements shall cover the period of
       one fiscal year of the Project Implementing Entity. The Project Implementing
       Entity shall ensure that the audited financial statements for each period shall be:
       (a) furnished to the Recipient and the Association not later than six (6) months
       after the end of the period; and (b) made publicly available in a timely fashion
       and in a manner acceptable to the Association.

4.      In order to ensure the timely carrying out of the audits referred to in
        Section II. B.3 of this Schedule, the Recipient shall engage auditors for the
        purpose not later than six (6) months after the Effective Date, in accordance with
        the provisions of Section III of this Schedule.

Section III.    Procurement

        All goods and services required for the Project and to be financed out of the
        proceeds of the Financing shall be procured in accordance with the provisions of
        Section III of Schedule 2 to the Financing Agreement.