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April 29, 1996
H.E. Mohammed Kabbaj
Minister of Finance and External Investments
Ministry of Finance and External Investments
Rabat
Kingdom of Morocco
     Re:   Loan No. 3618 MOR
          (Land Development Project for Low-Income Families - Kingdom)
          Amendment to the Loan Agreement
Excellency:
     We refer to the Loan Agreement between us for the above Loan, dated
June 14, 1993, (the Loan Agreement), and to the request of Societ
Nationale d'Equipement et de Construction dated March 15, 1996 on the
subject of amending the said Agreement.
     We are pleased to inform you that we hereby agree to amend the
percentage of expenditures to be financed under Category 1 in Schedule
1 of the Loan Agreement from 65% to 85% as set forth in the Annex to
this letter.
     This amendment shall become effective as of the date of this letter.
     Please confirm your agreement to the foregoing by signing, dating
and returning to us the form of confirmation on the enclosed copy of
this letter.
Very Truly Yours,
INTERNATIONAL BANK FOR
  RECONSTRUCTION AND DEVELOPMENT
By  _______________________________
    Daniel Ritchie
    Director
    Country Department I
    Middle East and North Africa Region
CONFIRMED:
KINGDOM OF MOROCCO
By
     Authorized Representative
Date:________________________
Attachment
                              SCHEDULE 1
               Withdrawal of the Proceeds of the Loan
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1.   The table below sets forth the Categories of items to be financed
out of the proceeds of the Loan, the allocation of the amounts of the
Loan to each Category and the percentage of expenditures for items so
to be financed in each Category:
                           Amount of the
                          Loan Allocated             % of
                          (Expressed in          Expenditures
     Category           Dollar Equivalent)      to be Financed
(1)  Civil Works            56,000,000          85%
     under Part A of
     the Project
(2)  Goods, consultants'     3,000,000          100% of foreign
     services and                               expenditures,
     training under                             100% of local
     Part A of the                              expenditures
     Project                                    (ex-factory
                                                cost) and 75%
                                                of local ex-
                                                penditures for
                                                other items pro-
                                                cured locally
                                                in respect of
                                                goods; and 100%
                                                in respect of
                                                consultants'
                                                services and
                                                training
(3)  Consultants'            2,000,000          100%
     services under
     Part B of the
     Project
(4)  Unallocated             5,000,000
                            __________
          TOTAL             66,000,000
                            ==========
2.   For the purposes of this Schedule:
     (a)  the term "foreign expenditures" means expenditures in the
currency of any country other than that of the Borrower for goods or
services supplied from the territory of any country other than that of
the Borrower; and
     (b)  the term "local expenditures" means expenditures in the
currency of the Borrower or for goods or services supplied from the
territory of the Borrower.
3.   Notwithstanding the provisions of paragraph 1 above, no withdrawals
shall be made in respect of payments made for expenditures prior to the
date of this Agreement, except that withdrawals, in an aggregate amount
not exceeding the equivalent of two million dollars $2,000,000, may be
made on account of payments made for expenditures before that date but
after December 1, 1992.
4.   The Bank may require withdrawals from the Loan Account to be made
on the basis of statements of expenditure for expenditures under con-
tracts not exceeding $1,500,000 equivalent for works, $300,000 equiva-
lent for goods, and $100,000 equivalent for services, under such terms
and conditions as the Bank shall specify by notice to the Borrower.
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