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 OFFICIAL DOCUMENTS August 12, 2015 Mr. Mustapha Bakkoury President du Directoire Moroccan Agency for Solar Energy Immeuble Extension CMR; third floor Avenue Al Araar Hay Riad 10014, Rabat Kingdom of Morocco Re: Kingdom of Morocco: Noor-Ouarzazate Concentrated Solar Power Plant Project (IBRD Loan No. 8440-MA) Amendments to the IBRD Loan Agreement Dear Mr. Bakkoury: We refer to the IBRD Loan Agreement (the IBRD Loan Agreement), between the International Bank for Reconstruction and Development (the Bank), and Moroccan Agency for Solar Energy (the Borrower), for the above-mentioned Project, dated December 19, 2014. We also refer to the letter dated July 31, 2015, from Ms. Dayae Oudghiri, requesting amendments to the LBRD Loan Agreement. The capitalized terms used in this amendment letter and not defined herein have the meanings ascribed to them in the IBRD Loan Agreement. We are pleased to inform you that the Bank, after due consideration, has acceded to the above request. Accordingly, the IBRD Loan Agreement is hereby amended as follows: 1. Article IV (Additional Remedies) of the IBRD Loan Agreement is modified to read as follows: "Article IV Additional Remedies 4.01. The Additional Events of Suspension consist of the following: (a) The Basic Legislation has been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the ability of the Borrower to perform any of its obligations under this Agreement, or to achieve the objectives of the Project. (b) The Conventions have been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the ability of the Borrower and/or the 2 Second Plant Project Implementing Entity and/or the Third Plant Project Implementing Entity to perform any of their obligations under this Agreement, or to achieve the objectives of the Project. (c) Any party to any of the Conventions, the EC Second Plant Co-financing Agreement, the EC Third Plant Co-financing Agreement or any of the agreements referred to in Sections IV.B.1.(b)(i)(E), IV.B.1.(b)(i)(H) and IV.B. 1.(b)(i)(I), and Sections IV.B. 1.(c)(i)(E), IV.B. 1.(c)(i)(H) and IV.B.1.(c)(i)(I) of Schedule 2 to this Agreement has: (i) failed to perform any of its obligations under any of such Conventions or agreements and such default has affected materially and adversely the ability of the Borrower and/or the Second Plant Project Implementing Entity and/or the Third Plant Project Implementing Entity to perform any of their obligations under this Agreement, or to achieve the objectives of the Project; or (ii) terminated any of the Conventions or any of such agreements and such termination has affected materially and adversely the ability of the Borrower and/or the Second Plant Project Implementing Entity and/or the Third Plant Project Implementing Entity to perform any of their obligations under this Agreement, or to achieve the objectives of the Project. 4.02. The Co-financing Deadline for the effectiveness of the EC Second Plant Co- financing Agreement and for the EC Third Plant Co-financing Agreement is December 31, 2015. 4.03. The Additional Events of Acceleration consist of the following: (a) Any event specified in paragraphs (a) and (b) of Section 4.01 of this Agreement occurs. (b) The event specified in paragraph (c) of Section 4.01 of this Agreement occurs and is continuing for a period of 60 days after notice of the event has been given by the World Bank to the Borrower." 2. The table in paragraph A.2 of Section IV (Withdrawal of Loan Proceeds) of Schedule 2 (Project Execution) of the IBRD Loan Agreement, is modified to read as follows: Category Amount of the Loan Amount of the Loan Percentage of Allocated Allocated Expenditures to be (expressed in EUR) (expressed in USD) financed (inclusive of Taxes) (1) Goods, works and 58,606,000 20,000,000 6.7% up to November non-consulting 19, 2015, and 15.2% services for Part afterwards 1.A of the Project (2) Goods, works and 0 0 0% non-consulting services for Part 1.C of the Project (3) Purchase of 54,993,000 18,767,000 100% of the Solar electricity for Part Incremental Cost 2.A of the Project 3 (4) Purchase of 71,276,000 24,324,000 100% of the Solar electricity for Part Incremental Cost 2.B of the Project (5) Purchase of 25,597,000 8,709,000 100% of the Solar electricity for Part Incremental Cost 2.C of the Project (6) Front-end Fee 586,250 200,000 Amount payable pursuant to Section 2.03 of this Agreement in accordance with Section 2.07 (b) of the General Conditions (7) Unallocated 23,441,750 8,000,000 TOTAL AMOUNT 234,500,000 80,000,000 3. Paragraph B.1 (a) of Section IV (Withdrawal of Loan Proceeds) of Schedule 2 (Project Execution) of the IBRD Loan Agreement, is modified to read as follows: " (a) for payments made prior to the date of this Agreement, except that withdrawals up to an aggregate amount not to exceed C46,900,000 and $16,000,000 may be made for payments made prior to this date but on or after December 20, 2013, for Eligible Expenditures under Categories (1) and (2); or" 4. Paragraphs B.1(b)(i)(H)(2) and B.1(c)(i)(H)(3) of Section IV (Withdrawal of Loan Proceeds) of Schedule 2 (Project Execution) of the IBRD Loan Agreement, are deleted. All the terms and conditions of the IBRD Loan Agreement that have not been amended hereby shall remain unchanged and in full force and effect. Please confirm your agreement with the foregoing, on behalf of the Borrower, by signing, dating and returning to the Bank the enclosed copy of this amendment letter. This amendment letter shall become effective as of the date of its countersignature upon receipt by the Bank of the countersigned copy of this letter. Sincerely, INTERNATIONAL BANK FOR RECONSTRUCTIO AND DEVELOPMENT Hisham Waly Acting Country Director Maghreb Department Middle East and North Africa Region 4 CONFIRMED AND AGREED: MOROCCAN AGENCY FOR SOLAR ENERGY By: Authonz Representative Le Pr6sident du Directoire Name: Title: Mustapha BAKKOURY Date: 25 AQUT 2015