OFFICIAL I DOCUMENTS The World Bank 188H Street ^473-1000 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Washington, D,C. 20433 Cable Address: INTBAFRAD INTERNATIONAL DEVELOPMENT ASSOCIATION U.S.A. Cable Address: INDEVAS December 13, 2013 His Excellency Kerfalla Yansand Minister of State in charge of Economy and Finance Ministry of Economy and Finance Republic of Guinea Re: GUINEA: Village Communities Support Program - Phase II Second Amendment to the Financing Agreement (Grant No. H329-GUI) Excellency: We refer to the Financing Agreement (the Financing Agreement) for the above- mentioned Project, dated September 20, 2007, between the Republic of Guinea (the Recipient) and the International Development Association (the Association) and the amendment to that agreement dated June 22, 2012. We also refer to your letter, dated October 23, 2013, requesting specific amendments to the Financing Agreement. We are pleased to inform you that the Association agrees to your request and proposes to amend the Financing Agreement as follows: I. The preamble is amended by adding the following paragraphs: "(C) the Recipient intends to obtain from the Agence Franqaise de D6veloppement ("AFD"), a grant in an aggregate amount equivalent to E6.000,000, to assist in financing the Program on the terms and conditions set forth in a grant agreement to be entered into between the Recipient and the Agence Franqaise de Diveloppement ('AFD Grant"). (D) for the purposes of the Project, and with the concurrence of the Recipient, AFD has appointed the Association to act as the Cooperating Institution." 2. ARTICLE IV REMEDIES OF THE ASSOCIATION is amended by adding the following Section: 4.01 The Additional Events of Suspension referred to in Section VI of the General Conditions consist of the following: (a) Either Co-financing Agreement shall have ftiled to become effective in accordance with its respective terms. (b) (i) Subject to subparagraph (ii) of this paragraph: RCA 248423. Li WUI 64145 1U FAX t202) 477-6391 H.E. Kerfalla Yansan6 -2- December 13, 2013 (A) the right of the Recipient to withdraw the proceeds of the Co-financing made to the Recipient for the financing of the Project shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of either Co-financing Agreement; (B) the Co-financing shall have become due and payable prior to the agreed maturity thereof. (ii) Subparagraph (i) of this paragraph shall not apply if the Recipient establishes to the satisfaction of the Association that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Recipient to perform any of its obligations under such agreement; and (B) adequate funds for the Project are available to the Recipient from other sources on terms and conditions consistent with the obligations of the Recipient under this Agreement. 4.02. The Additional Event of Acceleration consists of the following, namely, that any event specified in Section 4.01 (b) (i) 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 Recipient. 3. The Appendix (Definitions) to the Financing Agreement is amended by adding the following definitions: "AFD Grant" means the financing provided by the AFD in support of the Project. "Co-financiers" means the International Fund for Agricultural Development ("IFAD") and the Agence Franqaise de D6veloppement ("AFD"). "Co-financing" means an amount of the anount of SDR 6,600,000 to be provided by IFAD and E6m to be provided by AFD as Co-financiers to assist in financing the Project. "Co-financing Agreement" means either the "AFD Grant Agreement" between the Recipient and AFD dated July 12, 2013; or the "IFAD Co- financing Agreement" means the agreement between the Recipient and IFAD, dated October 4, 2007 (as same may be amended), providing for the Co- financing. "Cooperating Institution" means the Internaiorial Development Association ("IDA"), appointed to be responsible for fiduciary and procurement aspects of the Co-financing." H.E. Kerfalla Yansan6 -3- December 13, 2013 4. The table set forth in paragraph 2 of Section IV.A and paragraph 3 of Section IV.A of Schedule 2 to the Financing Agreement are hereby deleted and replaced by the following: "2. The following table specifies the categories of Eligible Expenditures that may be financed out of the proceeds of the Financing ("Category"), the allocations of the amounts of the Financing to each Category, and the percentage of expenditures to be financed for Eligible Expenditures in each Category: Amount of Financing Percentage of Category Allocated Expenditures (expressed in SDR) to be Financed (1) Goods 750,000 18% (2) Works 190,000 18% (3) Consultants' 1,170,000 18% services, including audits (4) Training 1,090,000 18% 18% of amounts (5) Subproject Grants 5,420,000 disbursed (6) Operating Costs 2,300,000 18% (7) Refund of Project Preparation 580,000 Amount payable Advance pursuant to Section 2.07 of the General Conditions (8) Unallocated 0 TOTAL AMOUNT 11,500,000" 5. The Section IV.A 3. of Schedule 2 to the Financing Agreement is hereby deleted and replaced by the following: "Each application by the Recipient for withdrawal shall be deemed a request to withdraw funds from the Financing account, the IFAD Account and the AFD Account. For I.E. Kerfalla Yansan6 -4- December 13, 2013 expenditures incurred from September 1, 2013, the funds to be withdrawn pursuant to such application shall be apportioned by the Association, as nearly as practicable under the circumstances between the three accounts in the ratio of 18:12:70 or such other ratio as shall be agreed upon between the Association, [FAD and AFI)." Please indicate your agreement with the foregoing amendment by countersigning, dating and returning to us the enclosed copy of this letter, while keeping one original for your records. Upon countersignature this amendment shall be deemed retroactively effective from September 1, 2013. Very truly yours. INTERNATIONAL DEVELOPMENT ASSOCIATION Ousmane iagana Country Director for Gui Africa Region ACKNOWLEDGED AND AGREED REPUBLIC OF GUINEA Mie By: _ _ _ _ _ _ Name: L N Title: All [Date: \A \ O3 H.E. Kerfalla Yansané -5- December 13, 2013 Cleared with and cc: S. Mclnerney-Lankford (LEGAM), L. Schwarz (CTRLA) bce: H. Maiga (AFCW3) ; P. Ridolfi (AFCML); S. Mclnerney-Lankford (LEGAM); J. Hopkins, A. Alassane, M. Van Nieukoop (AFTA1); S. Follea, (AFTNI), M-S Issa (AFTN2); W. Chadab, I. Thiam (CTRLA) ; C. Niamien, (AFTMW); A. Bah (AFTPW); C. Kanté, M. Diabaté-Jabbie , T. Diallo, K. Bah (AFMGN); WBdocs