OFFICIAL
DOCUMENTS
CREDIT NUMBER 6183-GN
AMENDMENT TO CREDIT NUMBER 5499-GN AND
GRANT NUMBER H969-GN
Financing Agreement
(Additional Financing for the Power Sector Recovery Project and Amendment to
the Original Project - Financing and Project Agreements)
between
REPUBLIC OF GUINEA
and
INTERNATIONAL DEVELOPMENT ASSOCIATION


CREDIT NUMBER 6183-GN
AMENDMENT TO CREDIT NUMBER 5499-GN AND
GRANT NUMBER H969-GN
FINANCING AGREEMENT
AGREEMENT dated as of the Signature Date between the REPUBLIC OF
GUINEA ("Recipient") and the INTERNATIONAL DEVELOPMENT ASSOCIATION
("Association") for the purpose of providing additional financing for activities related to
the Original Project and amending the Original Project - Financing Agreement (as those
terms are defined in Section I of the Appendix to this Agreement). The Recipient and the
Association hereby agree as follows:
ARTICLE I - GENERAL CONDITIONS; DEFINITIONS
1.01.  The General Conditions (as defined in Section I of the Appendix to this
Agreement) apply to and form 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 General Conditions or in the Preamble
or in the Appendix to this Agreement.
ARTICLE II - CREDIT
2.01.  The Association agrees to extend to the Recipient a credit, deemed by the
Association to be on concessional terms, as set forth or referred to in this
Agreement, in an amount equivalent to seventeen million six hundred thousand
Special Drawing Rights (SDR 17,600,000) (variously, "Credit" and "Financing"),
to assist in financing the project described in Schedule 1 to this Agreement
("Project").
2.02.  The Recipient may withdraw the proceeds of the Credit in accordance with Section
IV of Schedule 2 to this Agreement.
2.03.  The Maximum Commitment Charge Rate is one-half of one percent (1/2 of 1%)
per annum on the Unwithdrawn Credit Balance.
2.04.  The Service Charge is three-fourths of one percent (3/4 of 1%) per annum on the
Withdrawn Credit Balance.
2.05.  The Payment Dates are May 15 and November 15 in each year.
2.06.  The principal amount of the Credit shall be repaid in accordance with the
repayment schedule set forth in Schedule 3 to this Agreement.
2.07.  The Payment Currency is the Dollar.


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ARTICLE III - PROJECT
3.01.  The Recipient declares its commitment to the objective of the Project. To this end,
the Recipient shall: (i) carry out Components 1 and 3(b) of the Project through the
MEH; and (ii) cause Components 2 and 3(a) of the Project to be carried out by the
Project Implementing Entity, all in accordance with the provisions of Article V of
the General Conditions, Schedule 2 to this Agreement and the Project Agreement.
ARTICLE IV - REMEDIES OF THE ASSOCIATION
4.01.  The Additional Events of Suspension consist of the following:
(a)    The Project Implementing Entity's Legislation has been amended,
suspended, abrogated, repealed or waived so as to affect materially and
adversely the ability of the Project Implementing Entity to perform any of
its obligations under the Project Agreement.
(b)    The Management Service Contract has been amended, suspended,
abrogated, repealed, waived or terminated so as to affect materially and
adversely the carrying out of the Project.
4.02.  The Additional Events of Acceleration consist of the following, namely, any event
specified in paragraphs (a) and (b) of Section 4.01 of this Agreement occurs.
ARTICLE V - EFFECTIVENESS; TERMINATION
5.01.  The Additional Condition of Effectiveness consists of the following, namely, that
the Recipient shall have updated the Project Implementation Manual, in form and
substance satisfactory to the Association, to ensure the full coverage of the
execution of the Project activities.
502.   The Effectiveness Deadline is the date one hundred twenty (120) days after the
Signature Date.
5.03.  For purposes of Section 10.05(b) of the General Conditions, the date on which the
obligations of the Recipient under this Agreement (other than those providing for
payment obligations) shall terminate is twenty (20) years after the Signature Date.


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ARTICLE VI - REPRESENTATIVE; ADDRESSES
6.01.  The Recipient's Representative is its minister at the time responsible for finance.
6.02.  For purposes of Section 11.01 of the General Conditions:
(a)    the Recipient's address is:
Ministry of the Economy and Finance
P. 0. Box 579
Conakry
Republic of Guinea; and
(b)    the Recipient's Electronic Address is:
Facsimile:           E-mail:
(224) 30 45 54 22    Malado.Kaba@mef.gov.gn
(224) 30 41 17 17
6.03.  For purposes of Section 11.01 of the General Conditions:
(a)    the Association's address is:
International Development Association
1818 H Street, N.W.
Washington, D.C. 20433
United States of America; and
(b)    the Association's Electronic Address is:
Telex:               Facsimile:          E-mail:
248423 (MCI)         (1) 202-477-6391    skane2@worldbank.org


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AGREED as of the Signature Date.
REPUBLIC OF GUINEA
By
Authorized Representative
Name: Yl        K
Title:  u k'AsY.£     %2~
Date:   J  .  .
INTERNATIONAL DEVELOPMENT ASSOCIATION
By
Autho ed Representative
Name: 500 J<e* 4&a
Title: O_1______O
Date:


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SCHEDULE 1
Project Description
The objective of the Project is to improve the technical and commercial
performance of Electricit de Guine.
The Project consists of the Original Project and the following additional parts:
Component 1: Improvement of EDG's Performance through a Management
Services Contract
Improving the performance of the energy sector and EDG through the provision of
the services of a private Operator under the Management Services Contract and other
experts as required to implement EDG's Internal Recovery Plan and ensure the delivery of
the expected results and transfer skills to the Recipient's nationals, and the carrying out of
technical support missions identified in the Internal Recovery Plan of EDG.
Component 2: Improvement of Conakry Distribution Network and Commercial
Performance of EDG
1 .    Improving Distribution Network
Carrying out a series of priority investment programs to restore power supply in
Conakry and improve the distribution network, including, inter alia:
(a)    upgrading of selected distribution infrastructures in Dixinn district,
including the replacement of obsolete low voltage cables and accessories,
rehabilitation and construction of low voltage lines, rehabilitation,
replacement, and construction of existing and new posts/cabins to be
equipped with transformers;
(b)    provision of equipment, tools, vehicles and related goods and materials to
enhance the operation and maintenance of the EDG's electricity grid in a
safe, efficient and sustainable way;
(c)    provision of services of an owner's engineer for rehabilitation works and
network extension in Dixinn district, and for rehabilitation of household
connections and standardization of informal and illegal connections;
(d)    construction and equipping of a new 11 OkV/2OkV substation in Kissosso;
and
(e)    carrying out of environmental and social safeguard measures.


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2.     EDG's Commercial Performance Improvement
Improving the commercial performance of EDG, through:
(a)    the carrying out of a census of EDG customers and revision of the client
database;
(b)    upgrading of EDG's Integrated Management System;
(c)    rehabilitation and standardization of household connections in Kaloum,
Ratoma and Matoto districts, including the informal and illegal
connections;
(d)    implementation of a Revenue Protection Program for non-residential large
consumers, through the supply and installation of about 6500 smart meters
and the associated accessories to standardize the metering system, and
supply and installation of a related communication and management
system; and
(e)    supply and installation of about 37,000 consumption meters and supply of
operation and maintenance equipment and tools for meters.
Component 3: Technical Assistance, Capacity Building and Project Implementation
Support
1.     Capacity Building ofEDG's Human Resources
Enhancing EDG's critical capacity to improve operational performance through:
(a)    delivery of specific training sessions both in-country and abroad to
improve or strengthen staff capacity in the respective professional areas
identified by the Operator in different departments of EDG;
(b)    provision of industrial attachments in selected performing utilities in
Africa for key operational staff identified in different departments of EDG;
(c)    selection and training of the future management team of EDG;
(d)    recruitment and on job training of young professionals; and
(e)    financing of Voluntary Retirement Payments.
2.     Supporting the EDG-PIU in the management of Components 1 and 3(a) of the
Project, through the provision of equipment and services ofexperts in the areas of
procurement, financial and disbursement management.


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Institutional and Project Implementation Support
Enhancing MEH's capacity for planning and supervising sector reforms and for
monitoring the performance of the Operator under the Management Service
Contract, through:
(a)    provision of technical advisory services to carry out a financial
restructuring of EDG;
(b)    provision of services of an independent auditor to directly monitor the
Operator's deliverables;
(c)    the provision of technical advisory services for the development and
preparation of anti-fraud policy and relevant legal instruments;
(d)    the implementation of the communication strategy of EDG and MEH; and
(e)    provision of technical assistance to the MEH, the Agence Guindenne
d'Electrification Rurale and the Electricity and Water Regulator.
3.     Supporting the MEH-PIU in the management of Components 1 and 3(b) of the
Project, through the provision ofequipment and services ofexperts in the areas of
procurement, financial and disbursement management.


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SCHEDULE 2
Project Execution
Section I.    Implementation Arran2ements
A.     Institutional and Implementation Arrangements
1. Project Steering Committee
The Recipient, through the MEH, shall establish, not later than four (4) months
after the Effective Date, and thereafter maintain throughout Project
implementation, the Project Steering Committee to be responsible for the suitable
oversight of the Project, and composed of representatives of the MEH and the
Recipient's Ministry of Finance and Economic Planning, Ministry of Budget,
Ministry of Planning and International Cooperation, and the Recipient's Prime
Minister's Office.
2.     Project Implementation Manual
(a)    The Recipient shall update, as necessary during Project implementation,
under terms of reference acceptable to the Association, and furnish to the
Association for review, the Project Implementation Manual, which shall
include provisions on the following matters: (i) capacity building activities
for sustained achievement of the Project's objective; (ii) methods and
criteria for the selection of activities to be carried out under Components
2 and 3(a) of the Project; (iii) financial management and disbursement;
(iv) procurement; (v) institutional administration, coordination, and day-
to-day execution of Project activities; (vi) monitoring and evaluation,
reporting, information, education and communication of Project activities;
and (vii) such other technical and organizational arrangements and
procedures as shall be required for the Project.
(b)    The Recipient shall afford the Association a reasonable opportunity to
exchange views with the Recipient on the Project Implementation Manual,
and thereafter, shall adopt the updated Project Implementation Manual, as
shall have been approved by the Association.
(c)    The Recipient shall ensure that the Project is carried out at all times in
accordance with the Project Implementation Manual; provided, however,
that in case of any conflict between the provisions of the Project
Implementation Manual and the provisions of this Agreement, the
provisions of this Agreement shall prevail.


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(d)    Except as the Association shall otherwise agree, the Recipient shall not
amend, abrogate or waive any provision of the Project Implementation
Manual.
3.     MEH Project Implementation Unit
Without limitation upon the provisions of paragraphs 1 and 2 of this Section I.A,
the Recipient shall maintain, at all times during the implementation of the Project,
the MEH-PIU to be responsible for: (i) day-to-day execution, coordination, and
implementation (including procurement, monitoring and evaluation, supervision,
reporting, and communication aspects) of activities under Components 1 and 3(b)
of the Project; and (ii) supervision of the Management Service Contract under
Components 1 and 3(b) of the Project. To this end, the Recipient shall take all
actions, including the provision of funding, personnel (comprising, inter alia, a
general Project coordinator, an assistant to the Project coordinator, a procurement
specialist, and a monitoring and evaluation specialist), and other resources
satisfactory to the Association, to enable the MEH-PIU to perform said functions.
4.     Annual Work Plan and Budget
(a)    The Recipient shall prepare and furnish to the Association not later than
December 15 of each Fiscal Year during the implementation of the Project,
a work plan and budget containing all activities proposed to be included
in the Project during the following Fiscal Year and a proposed financing
plan for expenditures required for such activities, setting forth the
proposed amounts and sources of financing.
(b)    Each such proposed work plan and budget shall specify any Training
activities that may be required under the Project, including: (i) the type of
Training; (ii) the purpose of the Training; (iii) the personnel to be trained;
(iv) the institution or individual who will conduct the Training; (v) the
location and duration of the Training; and (vi) the cost of the Training.
(c)    The Recipient shall afford the Association a reasonable opportunity to
exchange views with the Recipient on each such proposed work plan and
budget and thereafter ensure that the Project is implemented with due
diligence during said following Fiscal Year in accordance with such work
plan and budget as shall have been approved by the Association ("Annual
Work Plan and Budget").
(d)    The Recipient shall not make or allow to be made any change to the
approved Annual Work Plan and Budget without prior approval in writing
by the Association.


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B.     Subsidiary Agreement
1.     To facilitate the carrying out of Components 2 and 3(a) of the Project, the Recipient
shall make a portion of the proceeds of the Credit allocated from time to time to
Category (2) of the table set forth in Section IV.A.2 of this Schedule available to
the Project Implementing Entity under a Subsidiary Agreement between the
Recipient and the Project Implementing Entity, under terms and conditions
approved by the Association, which shall include the following:
(a)    the principal amount of the Credit made available under the Subsidiary
Agreement ("Subsidiary Financing") shall be denominated in Dollars;
(b)    the Subsidiary Financing shall be made available on the same terms and
conditions of the Credit; and
(c)    the Recipient shall obtain rights adequate to protect its interests and those
of the Association, including the right to: (i) suspend or terminate the right
of the Project Implementing Entity to use the proceeds of the Subsidiary
Financing, or obtain a refund of all or any part of the amount of the
Subsidiary Financing then withdrawn, upon the Project Implementing
Entity's failure to perform any of its obligations under the Subsidiary
Agreement; and (ii) require the Project Implementing Entity to: (A) carry
out said Components 2 and 3(a) of the Project with due diligence and
efficiency and in accordance with sound technical, economic, financial,
managerial, environmental, and social standards and practices satisfactory
to the Association, including in accordance with the provisions of the Anti-
Corruption Guidelines applicable to recipients of Financing proceeds other
than the Recipient; (B) provide, promptly as needed, the resources
required for the purpose; (C) procure the goods, works, non-consulting
services and services to be financed out of the Subsidiary Financing in
accordance with the provisions of this Agreement; (D) maintain policies
and procedures adequate to enable it to monitor and evaluate in accordance
with indicators acceptable to the Association, the progress of Components
2 and 3(a) of the Project and the achievement of their objectives;
(E) (1) 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, resources and expenditures related to said Components 2 and
3(a) of the Project; and (2) at the Association's or the Recipient's request,
have such financial statements audited by independent auditors acceptable
to the Association, in accordance with consistently applied auditing
standards acceptable to the Association, and promptly furnish the
statements as so audited to the Recipient and the Association; (F) enable
the Recipient and the Association to inspect said Components of the
Project, their operations and any relevant records and documents; and


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(G) prepare and furnish to the Recipient and the Association all such
information as the Recipient or the Association shall reasonably request
relating to the foregoing.
2.     The Recipient shall exercise its rights under the Subsidiary Agreement in such
manner as to protect the interests of the Recipient and the Association and to
accomplish the purposes of the Credit.
3.     Except as the Association shall otherwise agree, the Recipient shall not assign,
amend, abrogate or waive the Subsidiary Agreement or any of its provisions.
C.     Management Services Contract
1.     For the purpose of facilitating the carrying out of Component 1 of the Project, the
Recipient shall maintain in force and comply with throughout Project
implementation the Management Service Contract with the private Operator, at all
times under terms and conditions approved by the Association.
2.     The Recipient shall cause the Operator to maintain employed under the
Management Services Contract and throughout its implementation period,
qualified and experience key experts in number and with qualifications satisfactory
to the Association.
3.     The Recipient shall, not later than ten (10) months before the expiration of the
Management Services Contract, conduct an assessment of the different options
available and recommended for the future management of EDG after the expiration
of the Management Services Contract.
D.     Performance Contract
1.     For the purpose of facilitating the attainment of the objective of the Project, the
Recipient shall maintain in force and comply with throughout Project
implementation the Performance Contract with the Project Implementing Entity,
under terms and conditions approved by the Association.
E.     Safeguards
1.     The Recipient shall:
(a)    carry out Components 1 and 3(b) of the Project and cause the Project
Implementing Entity to carry out Components 2 and 3(a) of the Project in
accordance with the Safeguards Instruments, including each ESMP and
RAP to be prepared pursuant to paragraph 2 of this Sub-Section;
(b)    refrain from taking any action, or consenting to an action to be taken,
which would prevent or interfere with the implementation of the


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Safeguards Instruments, including any amendment, suspension, waiver,
and/or voidance of any provision thereof, whether in whole or in part,
without the prior written concurrence of the Association; and
(c)    promptly and timely provide the financial resources required for the
carrying out of the measures stipulated in the Safeguards Instruments.
2.     The Recipient shall, and shall cause the Project Implementing Entity to:
(a)    prior to commencing each activity under the Project:
(i)    prepare: (A) each ESMP, required by and consistent with the EA
for such activity; and (B) each RAP required by and consistent
with the RPF for such activity;
(ii)   have each ESMP and RAP furnished to the Association for its
prior review and approval; and
(iii)  adopt and disclose, as approved by the Association, each ESMP
and RAP in a manner acceptable to the Association;
(b)    thereafter take such measures as shall be necessary to ensure compliance
with the requirements of each ESMP and RAP; and
(c)    in the case of any activity under the Project involving Displaced Persons,
ensure that no displacement or loss of income sources or means of
livelihood, whether or not the affected persons are displaced, shall occur
before necessary resettlement measures consistent with the RAP
applicable to such activity have been executed, including, in the case of
displacement, full payment to Displaced Persons of compensation and of
other assistance required for relocation, prior to displacement.
3.     The Recipient shall not amend, abrogate or waive, or permit to be amended,
abrogated or waived, any of the Safeguards Instruments, unless the Association
has provided its prior approval thereof in writing, and the Recipient has complied
with the same consultation and disclosure requirements as applicable to the
original adoption of the said instruments.
4.     Without limitation upon its other reporting obligations under this Agreement, the
Recipient shall, every three (3) months, collect, compile and furnish, as part of the
Project Report, reports on the status of compliance with the Safeguards
Instruments giving details on:
(a)    the measures taken in furtherance of the Safeguards Instruments;


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(b)    the conditions, if any, which interfere or threaten to interfere with the
smooth implementation of the Safeguards Instruments; and
(c)    remedial measures taken or required to be taken to address such
conditions.
5.     The Recipient shall ensure that each contract procured under Components 1 and
3(b) of the Project includes the obligation of the relevant contractor to comply with
the relevant Safeguard Instruments applicable to the respective activities
commissioned/awarded pursuant to said contract.
6.     In the event of any inconsistency between the provisions of the Safeguards
Instruments and the provisions of this Agreement, the provisions of this Agreement
shall prevail.
F.     Financial Management Undertakings
1.     The Recipient shall cause EDG to produce and disclose, not later than June 30 of
each Fiscal Year and throughout Project implementation, annual consolidated
audited financial statements, in form and substance satisfactory to the Association,,
and in accordance with international accounting standards.
2.     The Recipient shall, not later than six (6) months after the Effective Date, adopt
the financial restructuring plan of EDG in form and substance satisfactory to the
Association.
Section H.    Project Monitorin2, Reportin2 and Evaluation
The Recipient shall furnish to the Association each Project Report not later than one (1)
month after the end of each calendar semester, covering the calendar semester.
Section III.  Procurement
A.     General
1.     Goods, Works and Non-Consulting Services. All goods, works and non-
consulting services required for the Project and to be financed out of the proceeds
of the Credit shall be procured in accordance with the requirements set forth or
referred to in Section I of the Procurement Guidelines, and with the provisions of
this Section.
2.     Consultants' Services. All consultants' services required for the Project and to be
financed out of the proceeds of the Credit shall be procured in accordance with the
requirements set forth or referred to in Sections I and IV of the Consultant
Guidelines, and with the provisions of this Section.


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3.     Definitions. The capitalized terms used below in this Section to describe particular
procurement methods or methods of review by the Association of particular
contracts, refer to the corresponding method described in Sections II and III of the
Procurement Guidelines, or Sections II, III, IV and V of the Consultant Guidelines,
as the case may be.
B.     Particular Methods of Procurement of Goods, Works and Non-Consulting
Services
1 .    International Competitive Bidding. Except as otherwise provided in paragraph
2 below, goods, works and non-consulting services shall be procured under
contracts awarded on the basis of International Competitive Bidding.
2.     Other Methods of Procurement of Goods, Works and Non-Consulting
Services. The following methods, other than International Competitive Bidding,
may be used for procurement of goods, works and non-consulting services for
those contracts specified in the Procurement Plan:
(a)    National Competitive Bidding ("NCB"), subject to the following
additional provisions:
(i)    Bidding documents acceptable to the Association shall be used.
(ii)   Eligibility to participate in a procurement process and to be
awarded an Association-financed contract shall be as defined
under Section I of the Procurement Guidelines; accordingly:
(A) no bidder or potential bidder shall be declared ineligible for
contracts financed by the Association for reasons other than those
provided in Section I of the Procurement Guidelines; (B) foreign
bidders shall be allowed to participate in NCB procedures, and
foreign bidders shall not be obligated to partner with local bidders
in order to participate in a procurement process.
(iii)  Bidding shall not be restricted to pre-registered firms, and foreign
bidders shall not be required to be registered with local authorities
as a prerequisite for submitting bids.
(iv)   No margins of preference of any sort (e.g., on the basis of bidder
nationality, origin of goods, services or labor, and/or preferential
programs) shall be applied in the bid evaluation.
(v)    Joint venture or consortium partners shall be jointly and severally
liable for their obligations.


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(vi)   Bidders shall be given at least thirty (30) days from the date of
publication of the invitation to bid or the date of availability of the
bidding documents, whichever is later, to prepare and submit bids.
(vii)  Bids shall be submitted in a single envelope.
(viii)  An extension of bid validity, if justified by exceptional
circumstances, may be requested in writing from all bidders
before the original bid validity expiration date, provided that such
extension shall cover only the minimum period required to
complete the evaluation and award a contract, but not to exceed
thirty (30) days. No further extensions shall be requested without
the prior written concurrence of the Association.
(ix)   Bids (or the sole bid if only one bid is received) shall not be
rejected, the procurement process shall not be cancelled, and new
bids shall not be solicited without the Association's prior written
concurrence.
(x)    Qualification criteria shall be applied on a pass or fail basis.
(xi)   Bidders shall be given at least twenty-eight (28) days from the
receipt of notification of award to submit performance securities.
(xii)  Each bidding document and contract shall include provisions
stating the Bank's policy to sanction firms or individuals found to
have engaged in fraud and corruption as set forth in the
Procurement Guidelines.
(xiii)  Each bidding document and contract shall include provisions
stating the Bank's policy with respect to inspection and audit of
accounts, records and other documents relating to the submission
of bids and contract performance.
(c)    Shopping.
(d)    Direct Contracting.


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C.     Particular Methods of Procurement of Consultants' Services
1. Quality- and Cost-based Selection. Except as otherwise provided in paragraph 2
below, consultants' services shall be procured under contracts awarded on the basis
of Quality- and Cost-based Selection.
2.     Other Methods of Procurement of Consultants' Services. The following
methods, other than Quality- and Cost-based Selection, may be used for
procurement of consultants' services for those contracts which are specified in the
Procurement Plan: (i) Quality-based Selection; (ii) Selection under a Fixed
Budget; (iii) Least Cost Selection; (iv) Selection based on Consultants'
Qualifications; (v) Single-source Selection of consulting firms; (vi) Well-
established Private Sector Procurement Methods or Commercial Practices which
have been found acceptable to the Association; (vii) Procedures set forth in
paragraphs 5.2 and 5.3 of the Consultant Guidelines for the Selection of Individual
Consultants; and (viii) Single-source procedures for the Selection of Individual
Consultants.
D.     Review by the Association of Procurement Decisions
The Procurement Plan shall set forth those contracts which shall be subject to the
Association's Prior Review. All other contracts shall be subject to Post Review by
the Association.
Section IV.   Withdrawal of the Proceeds of the Credit
A.     General
Without limitation upon the provisions of Article II of the General Conditions and
in accordance with the Disbursement and Financial Information Letter, the
Recipient may withdraw the proceeds of the Credit to finance. Eligible
Expenditures, in the amount allocated and, if applicable, up to the percentage set
forth against each Category of the following table:


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Category              Amount of the        Percentage of
Credit Allocated    Expenditures to be
(expressed in SDR)       Financed
(inclusive of Taxes)
(1)Goods, works, non-            3,900,000             100%
consulting services,
consultants' services,
Training and Operating
Costs under Components 1
and 3 (b) of the Project
(2) Goods, works, non-          13,700,000             100%
consulting services,
consultants' services,
Voluntary Retirement
Payments, Training and
Operating Costs under
Components 2 and 3 (a) of
the Project
TOTAL AMOUNT                    17,600,000
B.      Withdrawal Conditions; Withdrawal Period
1. Notwithstanding the provisions of Part A above, no withdrawal shall be made for
payments made prior to the Signature Date.
2.     The Closing Date is December 31, 2020.
Section V.    Amendments to Original Project - Financin2 A2reement
The Original Project - Financing Agreement is amended as follows:
1 .    Throughout the Original Project - Financing Agreement, each and all of the
following references are modified as follows:
(a)    "Components 1 and 3" is modified to read "Components 1 and 3(b)"; and
(b)    "Component 2" is modified to read "Components 2 and 3(a)".
2.     Schedule 1 thereof (Project Description), the description of the Original Project is
amended to read as set forth in Schedule 1 to this Agreement.
3.     Schedule 2 thereof (Project Execution) is modified as follows:


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(a)    Paragraph 1 on "Project Steering Committee" under Section I.A
(Institutional and Implementation Arrangements) is amended to read
as set forth in paragraph 1 of Section I.A of Schedule 2 this Agreement.
(b)    Paragraph 3 on "MEH Project Implementation Unit" under Section I.A
(Institutional and Implementation Arrangements) is amended to read
as set forth in paragraph 3 of Section I.A of Schedule 2 to this Agreement.
(c)    Section I.C (Management Services Contract) is amended to read as set
forth in Section I.C of Schedule 2 to this Agreement.
(d)    A new Section I.F on "Financial Management Undertakings" is added to
read as set forth in Section I.F of Schedule 2 to this Agreement.
(e)    The table set forth in paragraph 2 of Section IV.A (Withdrawal of the
Proceeds of the Financing) is modified to read as follows:
Category           Amount of the     Amount of the     Percentage of
Credit Allocated  Grant Allocated   Expenditures to
(expressed in                       be Financed
SDR)              SDR)           (inclusive of
Taxes)
(1) Goods, works, non-        4,800,000        5,800,000           100%
consulting services,
consultants' services,
Training and Operating
Costs under
Components 1 and 3(b)
of the Project
(2) Goods, works, non-        9,800,000        11,900,000          100%
consulting services,
consultants' services,
Voluntary Retirement
Payments, Training and
Operating Costs under
Components 2 and 3(a)
of the Project
TOTAL AMOUNT                 14,600,000       17,700,000"
(f)    The Closing Date set forth in paragraph 2 of Section IV.B (Withdrawal
of the Proceeds of the Financing) is amended to read "December 31,
2020."


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4.     The Appendix is modified as follows:
(a)    The definitions contained in paragraphs 4, 11 and 12 are deleted in their
entirety and the remaining paragraphs renumbered accordingly.
(b)    The following definitions contained in paragraphs 1, 11, 13, 15, 16, 31 and
34 of Section I of the Appendix to this Agreement are added at the end of
the Appendix in the following alphabetical order and numbered as follows.
28.    "Agence Guindenne d'Electrification Rurale" and "AGER" means, each,
the Recipient's agency in charge of rural electrification created and
operating under the Recipient's Decree D/2017/099/PRG/SGG dated
May 9, 2017.
29.    "Electricity and Water Regulator" means the Recipient's independent
authority in charge of regulation of electricity and water public services.
30.    "Fiscal Year" means the twelve (12) month period corresponding to any
of the Recipient's and Project Implementing Entity's fiscal years, which
period commences on January 1 and ends on December 31 in each
calendar year.
31.    "Integrated Management System" means the software that integrates all of
the EDG's resources management systems, including financial resources,
human resources and stock, and which enables EDG to work as a single
unit with unified objectives.
32.    "Internal Recovery Plan" means the plan prepared for EDG under the
Management Service Contract (as hereinafter defined) and adopted by the
Recipient in October 2017 to attract public and private investments in the
energy sector.
33.    "Project Steering Committee" means the oversight body referred to in
Section I.A. 1 of Schedule 2 to this Agreement.
34.    "Revenue Protection Program" means the management system to be
implemented by EDG under Component 2 (b)(iv) of the Project to monitor
the consumption of its large customers at any given time.


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SCHEDULE 3
Repayment Schedule
Principal Amount of the Credit
Date Payment Due                        repayable
(expressed as a percentage)*
On each May 15 and November 15,                   1.5625%
commencing on May 15, 2024,
to and including November 15, 2055
* The percentages represent the percentage of the principal amount of the Credit to be
repaid, except as the Association may otherwise specify pursuant to Section 3.05 (b) of the
General Conditions.


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APPENDIX
Section .    Definitions
1      "Agence Guindenne d'Electrification Rurale" and "AGER" means, each, the
Recipient's agency in charge of rural electrification created and operating under
the Recipient's Decree D/2017/099/PRG/SGG dated May 9, 2017.
2.     "Anti-Corruption Guidelines" means, for purposes of paragraph 5 of the Appendix
to the General Conditions, the "Guidelines on Preventing and Combating Fraud
and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants,"
dated October 15, 2006 and revised in January 2011.
3.     "Annual Work Plan and Budget" means the annual work plan and budget approved
by the Association and adopted by the Recipient in accordance with the provisions
of Section I.A.4 of Schedule 2 to this Agreement.
4.     "Basis Adjustment to the Service Charge" means the Association's standard basis
adjustment to the Service Charge for credits in the currency of denomination of the
Credit, in effect at 12:01 a.m. Washington, D.C. time, on the date on which the
Credit is approved by the Executive Directors of the Association, and expressed
either as a positive or negative percentage per annum.
5.     "Category" means a category set forth in the table in Section IV of Schedule 2 to
this Agreement.
6.     "Consultant Guidelines" means the "Guidelines: Selection and Employment of
Consultants under IBRD Loans and IDA Credits and Grants by World Bank
Borrowers" dated January 2011.
7.     "Displaced Persons" means persons who, on account of the execution of the
Project, have experienced or would experience direct economic and social impacts
caused by: (a) the involuntary taking of land, resulting in: (i) relocation or loss of
shelter; (ii) loss of assets or access to assets; or (iii) loss of income sources or
means of livelihood, whether or not such persons must move to another location;
or (b) the involuntary restriction of access to legally designated parks and protected
areas, resulting in adverse impacts on the livelihood of such persons; and a
"Displaced Person" means any of such Displaced Persons.
8.     "Environmental Audit" or "EA" means the Recipient's framework instrument
approved by the Association and adopted on April 16, 2014, and publicly disclosed
by the Recipient, containing: (i) the policy, legal and administrative framework
within which the ESMPs (as hereinafter defined) are prepared and carried out; and
(ii) an assessment of the potential environmental and social impacts of the
activities to be undertaken under the Project, including an evaluation of the


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alternatives therefor, and designing appropriate mitigation, management, and
monitoring measures.
9.     "Environmental and Social Management Plan" or "ESMP" means each: (i) the
Environmental and Social Impacts Notice prepared by the Project Implementing
Entity and disclosed in-country on December 14, 2017, and at the Association's
external website on December 18, 2017; and (ii) the environmental and social
management plan or plans to be prepared by the Project Implementing Entity that
set out the environmental protection measures, including measures for the
protection of physical cultural resources, in respect of the Project, as well as
administrative and monitoring arrangements to ensure the implementation of said
plan, as said plan may be revised from time to time with the prior written agreement
of the Association, and such term includes all schedules and agreements
supplemental thereto.
10.    "Electriciti de Guinde " and "EDG" means, each, the national power utility of the
Recipient, established in 2001 pursuant to the Recipient's Decree
D/2001/098/PRG and operating under the laws of the Recipient, or any successor
thereto, and the Project Implementing Entity hereunder.
11.    "Electricity and Water Regulator" means the Recipient's independent authority in
charge of regulation of electricity and water public services.
12.    "EDG-PIU" means the Project Implementation Unit established and maintained
by the Project Implementing Entity, to carry out the day-to-day activities in
connection with the implementation of Components 2 and 3 (a) of the Project.
13.    "Fiscal Year" means the twelve (12) month period corresponding to any of the
Recipient's and Project Implementing Entity's fiscal years, which period
commences on January 1 and ends on December 31 in each calendar year.
14.    "General Conditions" means the "International Development Association General
Conditions for IDA Financing, Investment Project Financing", dated July 14,
2017, with the modifications set forth in Section II of this Appendix.
15.    "Integrated Management System" means the software that integrates all of the
EDG's resources management systems, including financial resources, human
resources and stock, and which enables EDG to work as a single unit with unified
objectives.
16.    "Internal Recovery Plan" means the plan prepared for EDG under the Management
Service Contract (as hereinafter defined) and adopted by the Recipient in October
2017 to attract public and private investments in the energy. sector.


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17.    "Management Service Contract" means the contract entered into between the
Recipient and an Operator (as hereinafter defined) on July 28, 2015, governing the
terms and conditions of the management of EDG, and containing, inter alia,
detailed roles and responsibilities for the execution of activities in the Internal
Recovery Plan, the results to be achieved by the Operator in the execution of such
activities, a schedule and resources for the implementation of the Internal
Recovery Plan, the annual value of contract and fees, a detailed business plan, and
key performance indicators.
18.    "MEH" means the Recipient's Ministry of Energy and Hydraulics, or any
successor thereto.
19.    "MEH-PIU" means Project Implementation Unit set up and maintained by MEH,
to carry out the day-to-day activities in connection with the implementation of
Components 1 and 3 (b) of the Project.
20.    "Operator" means the private operator selected by the Recipient and sub-
contracted to manage EDG, under the Management Service Contract.
21.    "Operating Costs" means the reasonable incremental expenses arising under the
Project, and based on the Annual Work Plan and Budget, on account of vehicle
operation and maintenance, maintenance of equipment, communication and
insurance costs, office administration costs, utilities, rental, accommodation,
banking charges, advertising expenses, travel and per diem, but excluding the
salaries of the Recipient's civil servants, and which Operating Costs are hereby
deemed an Eligible Expenditure for purposes of Section 2.05 of the General
Conditions.
22.    "Original Project" means the Project described in Schedule 1 to the Original
Project Financing Agreement (as hereinafter defined).
23.    "Original Project - Financing Agreement" means the financing agreement for the
Power Sector Recovery Project between the Recipient and the Association, dated
July 2, 2014 (Credit No. 5499-GN and Grant No. H969-GN), as amended to the
date of this Agreement.
24.    "Original Project - Project Agreement" means the project agreement for the Power
Sector Recovery Project between the Association and the Project Implementing
Entity, dated July 2, 2014 (Credit No. 5499-GN and Grant No. H969-GN), as
amended to the date of this Agreement.
25.    "Performance Contract" means the contract entered into between the Recipient and
EDG on October 9, 2017, containing, inter alia, detailed roles and responsibilities
for the execution of activities in the Internal Recovery Plan, the results to be
achieved by the EDG in the execution of such activities, a schedule and resources


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for the implementation of the Internal Recovery Plan, and key performance
indicators.
26.    "Procurement Guidelines" means the "Guidelines: Procurement of Goods, Works
and Non-Consulting Services under IBRD Loans and IDA Credits and Grants by
World Bank Borrowers" dated January 2011.
27.    "Procurement Plan" means the Recipient's procurement plan for the Project, dated
December 26, 2017, and referred to in paragraph 1.18 of the Procurement
Guidelines and paragraph 1.25 of the Consultant Guidelines, as the same shall be
updated from time to time in accordance with the provisions of said paragraphs.
28.    "Project Implementing Entity" means EDG.
29.    "Project Implementing Entity's Legislation" means the Recipient's Decree
D/2001/098/PRG, establishing the Project Implementing Entity.
30.    "Project Implementation Manual" means the manual referred to in Section I.A.2
of Schedule 2 to this Agreement.
31.    "Project Steering Committee" means the oversight body referred to in Section
I.A. 1 of Schedule 2 to this Agreement.
32.    "Resettlement Policy Framework" and "RPF" means, each, the Resettlement
Policy Framework dated April 16, 2014, and updated on December 14, 2017,
prepared and adopted by the Recipient, in a manner acceptable to the Association;
said framework setting out the policies and procedures for the acquisition of land
and other assets, compensation, resettlement and rehabilitation of Displaced
Persons, and for the preparation of Resettlement Action Plans as may be required
for Project activities, as said framework may be revised from time to time with the
prior written concurrence of the Association; and such term includes all schedules
and agreements supplemental to said framework.
33.    "Resettlement Action Plan" and "RAP" means, each, a resettlement action plan to
be prepared by the Recipient, in form and substance acceptable to the Association
and in accordance with the RPF, setting forth the measures necessary to ensure that
the Displaced Persons under the Project are: (i) informed about their options and
rights pertaining to resettlement; (ii) consulted on, offered choices among, and
provided with technically and economically feasible resettlement alternatives;
(iii) provided: (A) prompt and effective compensation at full replacement cost for
losses of assets attributable directly to the Project; (B) assistance (such as moving
allowances) during relocation; and (C) with residential housing, or housing sites,
or, as required, agricultural sites for which a combination of productive potential,
locational advantages, and other factors is at least equivalent to the advantages of
the old site; (iv) offered support after displacement, for a transition period, based


-25-
on a reasonable estimate of the time likely to be needed to restore their livelihood
and standards of living; and (v) provided with development assistance in addition
to the aforementioned compensation measures, such as land preparation, credit
facilities, training, or job opportunities.
34.    "Revenue Protection Program" means the management system to be implemented
by EDG under Component 2 (b)(iv) of the Project to monitor the consumption of
its large customers at any given time.
35.    "Safeguards Instruments" means the EA, ESMP, the RPF and the RAP.
36.    "Signature Date" means the later of the two dates on which the Recipient and the
Association signed this Agreement and such definition applies to all references to
"the date of the Financing Agreement" in the General Conditions.
37.    "Subsidiary Agreement" means the agreement referred to in Section I.B of
Schedule 2 to this Agreement pursuant to which the Recipient shall make a portion
of the proceeds of the Credit available to the Project Implementing Entity.
38.    "Subsidiary Financing" means the principal amount of the Credit to be made
available to the Project Implementing Entity under the Subsidiary Agreement.
39.    "Training" means the costs of training and workshops relevant for the Project and
carried out in the territory of the Recipient, including purchase and publication of
materials, rental of facilities for conducting training and workshops, facilitator's
fees, course fees and travel and subsistence allowances for trainers and trainees,
and other costs directly related to training course and workshop preparation and
implementation, and which Training is hereby deemed an Eligible Expenditure for
purposes of Section 2.05 of the General Conditions.
40.    "Voluntary Retirement Payment" means the one-time payment to be provided by
EDG to its staff for the anticipated retirement of its staff on voluntary basis or
resignation, and which Voluntary Retirement Payment is hereby deemed an
Eligible Expenditure for purposes of Section 2.05 of the General Conditions.
Section II.   Modifications to the General Conditions
The General Conditions are hereby modified as follows:
1.     Section 5.13 (Procurement) is deleted in its entirety and the remaining section in
Article V is renumbered accordingly.
2.     Paragraphs 86 (Procurement Plan) and 87 (Procurement Regulations) in the
Appendix are deleted in their entirety and the subsequent paragraphs are renumbered
accordingly.