OFFICIAL DOCUMENTS LOAN NUMBER 8702-AO LOAN NUMBER 8876-AO Amended and Restated Loan Agreement (Second Water Sector Institutional Development Project) between REPUBLIC OF ANGOLA and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated July 19 , 2018 LOAN NUMBER 8702-AO LOAN NUMBER 8876-AO LOAN AGREEMENT AGREEMENT dated July 19 , 2018, between the REPUBLIC OF ANGOLA ("Borrower") and the INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank"). WHEREAS (A) under an agreement, dated June 14, 2017, between the Borrower and the Bank ("Original Loan Agreement"), the Bank agreed to provide the Borrower with a loan ("Original Loan") in an amount of two hundred million United States Dollars (USD 200,000,000) to assist in financing the project described in Schedule I to the Original Loan Agreement ("Original Project"); (B) the Borrower has requested the Bank to provide additional financial assistance in support of scaling up and adding new activities related to the Original Project, by making available to the Borrower an additional loan ("Additional Loan") in an amount of one hundred and fifty million United States Dollars (USD 150,000,000); and WHEREAS the Bank has agreed, on the basis, inter alia, of the foregoing to extend such additional assistance to the Borrower upon the terms and conditions set forth in this Agreement; NOW THEREFORE the Borrower and the Bank hereby agree to amend and restate the Original Loan Agreement, with effect from the Effective Date of this Agreement, to read as follows: ARTICLE I - GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to this 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 General Conditions or in the Appendix to this Agreement. ARTICLE II- LOAN 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions set forth or referred to in this Agreement, an Original Loan and an Additional Loan (together, the "Financing") in the following amounts, as such amounts may be converted from time to time through a Currency Conversion, to assist in financing the project described in Schedule 1 to this Agreement ("Project"): -2- (a) an amount of two hundred million United States Dollars ($200,000,000) ("Original Loan"); and, (b) an amount of one hundred and fifty million United States Dollars ($150,000,000) ("Additional Loan"). 2.02. The Borrower may withdraw the proceeds of the Original Loan and Additional Loan in accordance with Section III of Schedule 2 to this Agreement. 2.03. The Front-end Fee payable by the Borrower shall be equal to one quarter of one percent (0.25%) of the Financing amount. 2.04. The Commitment Charge payable by the Borrower shall be equal to one quarter of one percent (0.25%) per annum on the Unwithdrawn Loan Balance. 2.05. The interest rate is the Reference Rate plus the Fixed Spread or such rate as may apply following a Conversion; subject to Section 3.02(e) of the General Conditions. 2.06. The Payment Dates for the Original Loan and Additional Loan are April I and October 1 in each year. 2.07. The principal amount of the Original Loan and Additional Loan shall be repaid in accordance with the provisions of Schedule 3 and Schedule 4 to this Agreement, respectively. ARTICLE III - PROJECT 3.01. The Borrower declares its commitment to the objectives of the Project. To this end, the Borrower shall carry out the Project, through MINEA, in collaboration with INRH, IRSEA, and DNA, and with the assistance of the PWSUs, through the respective Participating Agreement with respect to Parts 1(a) and 3 of the Project, all shall carry out the Project in accordance with the provisions of Article V of the General Conditions and Schedule 2 to this Agreement. ARTICLE IV - EFFECTIVENESS; TERMINATION 4.01. The Additional Conditions of Effectiveness consists of the following: (a) The Borrower has created the FCMU-WB/AFD in a manner acceptable to the Bank and has hired a senior financial management specialist, a Project executive coordinator and two procurement specialists, with qualifications and experience, and pursuant to terms of reference, satisfactory to the Bank. -3 - (b) The Project Implementation Manual, including financial management and accounting procedures annexes, has been issued, updated and adopted by the Borrower, and approved by the Bank. (c) The Borrower has: (i) opened the Project Account, in a commercial bank on terms and conditions satisfactory to the Bank, including appropriate protection against set-off, seizure or attachment; (ii) promptly thereafter has made a deposit of two hundred fifty million Kwanzas (K250,000,000) to finance the Borrower's initial contribution to the costs of the Project; and (iii) purchased and installed new automated accounting software, acceptable to the Bank. (d) The Co-financing Agreement has been executed and delivered and all conditions precedent to its effectiveness or to the right of the Borrower to make withdrawals under it (other than the effectiveness of this Agreement) have been fulfilled. 4.02. The Effectiveness Deadline is the date ninety (90) days after the date of this Agreement. 4.03. For purposes of Section 9.05 (b) of the General Conditions, the date on which the obligations of the Borrower under this Agreement (other than those providing for payment obligations) shall terminate is twenty (20) years after the Signature Date. ARTICLE V - REPRESENTATIVE; ADDRESSES 5.01. The Borrower's Representative is its minister responsible for finance. 5.02. The Borrower's Address is: Minist6rio das Finangas Largo da Mutamba 1235 Luanda, Angola 5.03. The Bank's Address is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Telex: Facsimile: 248423(MCI) or 1-202-477-6391 64145(MCI) -4- AGREED at Luanda , Republic of Angola, as of the day and year first above written. REPUBLIC OF ANGOLA By: Authorized Representative Name: Augusto Archer de Sousa Mangueira Title: Minister of Finance INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By: uthorized Representative Name: Olivier Jacques Lambert Title: Country Manager -5- SCHEDULE 1 Project Description The objective of the Project is to strengthen the institutional capacity of selected water sector agencies and increase water service coverage in Target Cities. Part 1: Water Supply Institutional Strengthening and Capacity Development Strengthening of the institutional framework for the water and sanitation sector and building capacity at the Borrower's water and sanitation agencies at both national and provincial levels, through: (a) the provision of technical assistance and operational support for the strengthening of PWSUs' management capacities and customer service, including the provision of Performance Payments; (b) the provision of technical assistance and capacity building to IRSEA to build its capacity to fulfil its responsibilities as the Borrower's water and sanitation regulator, including: (i) definition of IRSEA's organizational structure, staffing and skills requirements; (ii) a beneficiary assessment, (iii) development of water and sanitation regulatory instruments (including reporting requirements, service standards, cost accounting standards, tariff application procedures); (iv) design and development of an information system/database for the water and sanitation sector; and (v) training and capacity building; and (c) the carrying out of a study on private sector participation in the water sector to assess the potential for private sector participation in the water sector. Part 2: Water Resources Management Strengthening of the institutional framework for water resource management, through the provision of support for: (a) [NRH central and regional directorates needed for the management of hydro-meteorological information; (b) INRH at the central level, including: (i) direct advisory and training services to INRH and selected regional directorates; (ii) the preparation of the fNRH Strategic Plan; (iii) design and implementation of a public awareness and communications campaign; and (iv) design and implementation of an economic instrument for water resources management; -6- (c) the design and implementation of an information management system for INRH, including specifications of hardware and software needed; (d) the expansion of the Borrower's hydro meteorological monitoring network consistent with the 2008 recommendations of the World Meteorological Organization (with coverage of 1,875 square kilometers per station), including: (i) the reconstruction of prioritized hydrometric stations, including provision of equipment, services, goods and minor works; (ii) the upgrade of prioritized hydrometric stations to include meteorological monitoring capabilities; and (iii) the support to manage the hydro meteorological monitoring network; (e) INRH for: (i) the development and implementation of specific river basin plans, including the implementation of priority actions identified under the applicable plan; (ii) the piloting of the instrument for water resources management developed under Part 2(b)(iv) of the Project, with respect to the Kwanza River, including a comprehensive water user inventory, consolidation of procedures and instruments for water use permits, training and workshops with relevant stakeholders, dissemination materials, publications and evaluation of its impact; and (iii) the preparation of two additional integrated river basin management plans in the Borrower's southern coastal region; and (f) INRH for the preparation of a national dam safety plan including: (i) the carrying out of a national inventory of existing dams and reservoirs, including a description of main characteristics; (ii) an assessment by a panel of experts of the safety status of prioritized dams, including the preparation of an investment plan and other activities; (iii) preparation of the legal and regulatory dam safety framework, including institutional responsibilities, standards and technical safety guidelines; and (iv) the development of a capacity-building program to support the dam safety related activities described above. Part 3: Rehabilitation and Expansion of Water Supply Production and Distribution Provision of support to the PWSUs for the development of priority infrastructure to expand system capacity, to increase service coverage and quality, and to improve the operating efficiency of the production and distribution systems in Target Cities, through: (a) the rehabilitation and expansion of production facilities, including: (i) the carrying out of civil and electro- mechanical works to improve water production in Target Cities required to support expanding service coverage; (ii) expansion and refurbishment of well fields and intake facilities, as well as expansion and refurbishment of water treatment -7- facilities; (iii) construction of clear-water storage tanks and the rehabilitation and expansion of transmission infrastructure, including new pipelines, pump stations, telemetry/SCADA, and associated fittings; and (b) the rehabilitation and expansion of distribution systems, including: (i) the development of priority infrastructure to increase service coverage and improve operational efficiency of the water distribution systems in Target Cities; (ii) the rehabilitation of existing and construction of new distribution centers, including increasing storage with ground tanks and pressure through elevated water towers; (iii) water supply network expansion and rehabilitation; (iv) installation of district meters and pressure control valves within existing pipelines; and (v) installation of approximately 186,500 new household connections with meters. Part 4: Management and Engineering Support Provision of goods, operational costs, engineering support, training and technical assistance for Project management, technical oversight, financial management, monitoring and evaluation, implementation of social and environmental safeguards, as well as other investments in the water sector, including: (a) the carrying out of engineering and other technical studies; (b) the design and supervision of works and performance contracts; (c) support for community consultation and communication activities; and (d) the update of sanitation master plans in the capital cities of selected provinces, including stakeholders consultative process. Part 5: Piloting Small-Scale Sanitation Service Delivery in Peri-Urban Areas Provision of support for: (a) citywide inclusive sanitation planning and institutional development through, inter alia: (i) the preparation of guidelines and an action plan for capacity development and institutional support to DNA for updating and drafting necessary policies and instruments for overseeing sanitation service delivery; (ii) the preparation of guidelines and an action plan for capacity development and institutional support to IRSEA for drafting and implementing economic regulation for sanitation services, including a framework for setting tariffs/fees for sanitation; (iii) the development of the proposed approach and guidelines for the preparation of participatory sanitation master plans, including focusing on women's participation; (iv) the development of an action for the PWSUs where small-scale sanitation infrastructure are made to, inter alia, build their capacity for operation and maintenance of the fecal sludge management system and treatment facility; (v) a study on private sector participation in the urban sanitation service provision sector, with a focus on assessing the potential for private -8- sector pit/tank emptying; (vi) the development and carrying out of behavior change and information campaigns on the importance of proper sanitation and hygiene behaviors, including handwashing and toilet/latrine maintenance; and (vii) the development of a national strategy for scaling up the approach to urban sanitation, which will be informed by the carrying out of pilot activities under Part 5(b) of the Project; and (b) piloting the delivery of small-scale sanitation services in peri-urban areas in selected Target Cities through, inter alia, the construction or rehabilitation of sanitation infrastructure and related urban services (drainage and solid waste management). -9- SCHEDULE 2 Project Execution Section 1. Implementation Arrangements A. Institutional Arrangements 1. The Borrower, through MINEA, shall: (a) create and thereafter maintain a unit (the FCMU-WB/AFD) within MINEA, at all times during Project implementation, with a structure, functions and responsibilities acceptable to the Bank, including, inter alia, the responsibility of the FCMU-WB/AFD to assist the Borrower in the coordination, implementation, monitoring, evaluation and supervision of the Project; (b) ensure that the FCMU-WB/AFD is, at all times during Project implementation, headed by a Project executive coordinator and staffed with a senior financial management specialist, two procurement specialists, two procurement officers, an accountant, one social safeguards specialist and one environmental safeguards specialist and professional and administrative staff, all hired with terms of reference, through competitive processes, in numbers and with qualifications and experience acceptable to the Bank; and (c) except as the Borrower and the Bank may otherwise agree in writing, the Borrower shall not introduce changes in the number of positions of the FCMU-WB/AFD or in the professional skills required for occupying such positions, unless said changes have been previously agreed in writing with the Bank. 2. The Borrower, through MTNEA, shall carry out the Project in accordance with a manual (the Project Implementation Manual), acceptable to the Bank, said manual to include, inter alia: (i) an institutional implementation plan for MINEA for the management of the Project, including allocation of responsibilities among staff, yearly planning of activities and budget and time allocation for those activities; (ii) financial management and accounting procedures annexes; (iii) detailed arrangements for the overall carrying out of the Project including, the procurement, environmental and social guidelines to be followed during Project implementation by the Borrower; (iv) detailed guidelines and procedures for the implementation of the ESMF and RPF in connection with the carrying out of the Project; (v) detailed guidelines for the preparation of Environmental Management Plans and Resettlement Action Plans; (vi) the guidelines for Project monitoring and evaluation; (vii) the detailed procedures and guidelines for the determination of performance targets of the PWSUs for the purposes of monitoring and evaluating annually the collected revenues and costs of operation, and (viii) the detailed procedures and guidelines for the provision of Performance Payments to PWSUs that have exceeded the performance targets specified in paragraph (vii) above. Except as the Borrower and the Bank may otherwise agree in writing, the Borrower shall not abrogate, amend, repeal, suspend, waive or otherwise fail to enforce the Project Implementation Manual or any provision thereof and in case of any conflict - 10- between the terms of the Project Implementation Manual and those of this Agreement, the terms of this Agreement shall prevail. 3. The Borrower, through MINEA, shall not later than July 1 of each year during Project implementation, or such later date as the Bank may determine, starting in calendar year 2017, furnish to the Bank for approval, an annual action plan (the Annual Action Plan), each said plan to include: (i) the Project activities to be carried out during the twelve (12) months immediately following the presentation of each said plan; (ii) the procurement plan, and disbursement schedule for each said twelve (12) month period; (iii) the annual budget for Operating Costs for the Project; (iv) the annual budget for Training under the Project; and (v) the amount of counterpart funds needed and to be provided by the Borrower to carry out the Project activities during said twelve (12) month period and thereafter implement each said Annual Action Plan, approved by the Bank, in accordance with its terms. 4. The Borrower shall, not later than September 30, 2020, or such later date as may be agreed upon by the Borrower and the Bank, carry out a mid-term review of the Project, covering the progress achieved in the implementation of the Project. 5. The Borrower shall: (a) have all the procurement records and documentation of the Project audited every two years in accordance with appropriate procurement auditing principles by independent auditors acceptable to the Bank, commencing on the calendar year in which the first withdrawal under the Project was made; and (b) furnish to the Bank as soon as available, but in any case not later than six months after the end of each such year, the procurement audit report of such audit by said auditors. B. Participation of Provinces and PWSUs 1. For the purposes of implementing Parts 1(a) and 3 of the Project, the Borrower shall enter into an agreement with a Participating Province (the Participation Agreement), in form and substance satisfactory to the Bank. Said Participation Agreement shall include: (a) the allocation of responsibilities for the development and management of PWSUs; (b) the obligation of the Participating Province to comply with the applicable provisions of this Agreement; (c) the performance targets of the PWSUs for purposes of monitoring and evaluating annually the collected revenues and costs of operation; (d) the agreed works to be financed by the Project in the Target Cities; - 11 - (e) the necessary covenants to ensure that not later than September 30 of each year of the Project, the Participating Province, jointly with the respective PWSU, prepare and thereafter submit to IRSEA, a financing plan for its PWSU describing: (i) how the operating costs of the PWSU will be financed; and (ii) the planned adjustments to tariff levels, levels of collections, and levels of subsidies required to achieve the agreed levels of cost recovery for the following two calendar years; (f) the necessary covenants to ensure that the respective Participating Province take measures to ensure that its PWSUs do not incur in any debt unless a reasonable forecast of their revenues and expenditures shows that their projected earnings before interest, taxes, and depreciation for each fiscal year during the term of the debt to be incurred, is at least 1.5 times the projected debt service; and (g) the necessary covenants to ensure that each PWSU's collected revenue should cover at a minimum an increasing share of their operating costs, as follows: (a) 35% in the first audited year; (b) 50% in the second audited year; (c) 70% in the third audited year; (d) 80% in the fourth audited year; and (e) more than 100% after the fifth audited year. 2. The Borrower, through FCMU-WB/AFD, not later than six months after the end of each Fiscal Year (starting on 2018 for existing PWSUs and after the first year of operations for those PWSUs created during Project implementation), shall submit to the Bank an annual audit report for each PWSU, prepared by independent auditors and in accordance with terms of reference acceptable to the Bank. Said audit report shall include: (a) any deviations to existing Borrower's tariff policies, together with ajustification for said deviation; and (b) evidence that each PWSU's collected revenue covers at a minimum an increasing share of their operating costs. 3. The Borrower may provide Performance Payments to any eligible PWSUs after the respective annual audit report of said eligible PWSU had demonstrated that the performance targets detailed in Section I.B.1(g) of this Schedule were achieved or exceeded, all in a form and substance satisfactory to the Bank. C. Safeguards 1 . The Borrower shall ensure that: (i) the Project is carried out in accordance with the provisions of the Safeguards Instruments; and (ii) any contracts for civil works under the Project include codes of conduct in form and substance acceptable to the Bank, detailing measures on environmental, health and safety, labor and preventing and responding to HIV/AIDS, gender-based violence, and violence against children. The Borrower shall ensure that no provision of the Safeguard Instruments is amended, suspended, abrogated, repealed or waived without the prior written approval by the Bank. - 12 - 2. Without limitation to the excluded expenditures provision set forth in the Safeguard Instruments, the following activities shall not be eligible to be included in or funded under the Project ("Negative List"): (a) any activities that would lead to conversion or degradation of critical natural habitats or their supporting areas; (b) any activities that would lead to conversion or degradation of critical forest areas, related critical natural habitats, clearing of forests or forest ecosystems; (c) activities involving the financing of the rehabilitation or construction of Large Dams; and, (d) activities involving child or forced labor, as per the national legislation enacted pursuant to the C138 - Minimum Age Convention, the C182 - Worst Forms of Child Labor Convention, and the C029 - Forced Labor Convention. 3. The Borrower shall ensure that all technical assistance under the Project, shall only be undertaken pursuant to terms of reference reviewed and found satisfactory by the Bank, such terms of reference to ensure that the technical assistance takes into account, and calls for application of the Bank's environmental and social safeguards policies and the Borrower's own laws relating to the environment and social aspects including, but not limited to, national legislation enacted pursuant its obligations under the C138 - Minimum Age Convention, the C182 - Worst Forms of Child Labor Convention, and the C029 -Forced Labor Convention). 4. The Borrower shall ensure that employees, agents, service providers, contractors and subcontractors carry out the Project in conformity with acceptable environmental and social standards, practices and codes of conduct (which shall, inter alia, contain measures that prohibit, prevent and address gender based violence and sexual exploitation and abuse), the provisions of the Borrower's environmental and social laws (including, but not limited to, national legislation enacted pursuant its obligations under the C138 - Minimum Age Convention, the C182 - Worst Forms of Child Labor Convention and C029 -Forced Labor Convention), the Safeguard Instruments. 5. If any Project activity would, pursuant to the RPF, require the preparation of a RAP, no such activity shall be implemented, unless: (i) a RAP for such activity has been: (A) prepared in accordance with the requirements of the RPF and furnished to the Bank; (B) disclosed as required by the RPF; and (C) approved by the Bank and publicly disclosed; and (ii) (A) all measures required to be taken -13 - under said RAP prior to the initiation of said activity have been taken, including, without limitation to the above, providing funds for resettlement compensation at full replacement cost when and if required under a RAP; (B) a report, in form and substance satisfactory to the Bank, on the status of compliance with the requirements of said RAP has been prepared and furnished to the Bank; and (C) the Bank has confirmed that the implementation of said activity may be commenced. 6. Without limitation upon its other reporting obligations under this Agreement, the Borrower shall collect, compile and furnish to the Bank on a calendar semester basis (or with more frequency or in a separate report whenever the circumstances warrant), reports in form and substance satisfactory to the Bank, on the status of compliance with the Safeguard Instruments, as part of the Project Reports, giving details of: (a) measures taken in furtherance of the Safeguards Instruments including the Supplemental Social and Environmental Safeguard Instruments; (b) conditions, if any, which interfere or threaten to interfere with the smooth implementation of the Safeguards Instruments including the Supplemental Social and Environmental Safeguard Instruments; and, (c) remedial measures taken or required to be taken to address such conditions including but not limited to the implementation of a grievance redress mechanism. 7. The Borrower shall, and shall cause to, throughout Project implementation, maintain and publicize the availability of Project-level grievance and feedback and redress mechanisms, in a form and substance satisfactory to the Bank, to hear and determine fairly and in good faith all complaints and feedback raised in relation to the Project, and take all measures necessary to implement the determinations made by said grievance feedback and redress mechanism in a manner satisfactory to the Bank. 8. The Borrower shall ensure that the terms of reference for any consultancy related to the preparation of the Dam Safety Plan under Part 2(f) of the Project, shall be satisfactory to the Bank and, to that end, such terms of reference shall require that the advice conveyed through such consultancies and technical assistance be provided by qualified consultants, satisfactory to the Bank, and consistent with the requirements of the Bank Policies on Safety of Dams. - 14 - Section II. Project Monitoring Reporting and Evaluation The Borrower shall furnish to the Bank each Project Report not later than forty- five (45) days after the end of each calendar semester, covering the calendar semester. Section III. Withdrawal of the Original Loan and Additional Loan Proceeds A. General 1. Without limitation upon the provisions of Article II of the General Conditions and in accordance with the Disbursement and Financial Information Letter, the Borrower may withdraw the proceeds of the Original Loan and Additional Loan to: (a) finance Eligible Expenditures; (b) pay: (i) the Front-end Fee; and (ii) each Interest Rate Cap or Interest Rate Collar premium; in the amount allocated and, if applicable, up to the percentage set forth against each Category of the following tables: Amount of the Percentage of Original Loan Expenditures to (Loan No. 87020-AO) be financed Allocated (inclusive of Category (expressed in USD) Taxes) (1) Goods, non-consulting services, 16,636,000 40% consulting services, Operating Costs, and Training for Part 1(a) of the Project (2) Goods, non-consulting services, 7,651,000 40% consulting services, Operating Costs, and Training for Parts 1(b) and (c) of the Project (3) Goods, consulting services, 10,676,000 40% Operating Costs, and Training for Parts 2(a), (b), (c), (e) and (f) of the Project (4) Goods, Works, consulting 1,779,000 40% services, Operating Costs, and Training for Part 2(d) of the Proj ect (5) Goods, Works, consulting 116,542,000 40% services, and Operating Costs for Part 3 of the Project - 15 - (6) Goods, consulting services 22,241,000 40% (including audits), Training and Operating Costs for Part 4 of the Project (7) Performance Payments 1,957,000 40% (8) Front-end Fee 500,000 Amount payable pursuant to Section 2.03 of this Agreement in accordance with Section 2.07(b) of the General Conditions (9) Interest Rate Cap or Interest Rate 0 Amount due Collar premium pursuant to Section 4.05(c) of the General Conditions (10) Goods, Works, non-consulting 22,018,000 40% services, consulting services, Operating Costs, and Training for Part 5 of the Project TOTAL AMOUNT 200,000,000 - 16- Amount of the Additional Loan Percentage of (Loa No. 8876-AO) Expenditures to be Allocated financed Category (expressed in USD) (inclusive of Taxes) (1) Goods, non-consulting services, 12,477,000 30% consulting services, Operating Costs, and Training for Part 1(a) of the Project (2) Goods, non-consulting services, 30% consulting services, Operating Costs, and 5,738,000 Training for Parts 1(b) and (c) of the Project (3) Goods, consulting services, Operating 30% Costs, and Training for Parts 2(a), (b), (c), 8,007,000 (e) and (f) of the Project (4) Goods, Works, consulting services, 30% Operating Costs, and Training for Part 1,334,000 2(d) of the Project (5) Goods, Works, consulting services, and 87,406,000 30% Operating Costs for Part 3 of the Project (6) Goods, consulting services (including 16,681,000 30% audits), Training and Operating Costs for Part 4 of the Project (7) Performance Payments 30% 1,468,000 (8) Front-end Fee 375,000 Amount payable pursuant to Section 2.03 of this Agreement in accordance with Section 2.07(b) of the General Conditions (9) Interest Rate Cap or Interest Rate Collar Amount due pursuant to premium 0 Section 4.05(c) of the General Conditions (10) Goods, Works, non-consulting services, 16,514,000 30% consulting services, Operating Costs, and Training for Part 5 of the Project TOTAL AMOUNT 150,000,000 - 17- B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A of this Section, no withdrawal shall be made under the Original Loan and Additional Loan: (a) for payments made prior to the date of the Original Loan Agreement, except that withdrawals up to an aggregate amount not to exceed $20,000,000 may be made for payments made prior to this date but on or after December 2, 2016, but not earlier than 12 months from the date of the Original Loan Agreement, for Eligible Expenditures under Categories (2), (3), (4) and (6); (b) under Categories (1), (5) and (10) for each Participating Province unless the Borrower has submitted evidence, satisfactory to the Bank, that with respect to said particular Participating Province, the Participating Agreement between the Borrower, through MINEA, and the respective Participating Province have been signed; and (c) under Category (7) unless the Borrower has submitted to the Bank the annual audit report referred to in Section I.B.2 of this Schedule for the respective PWSU, indicating that the targets were achieved or exceeded, in a manner satisfactory to the Bank. 2. The Closing Date for the Original Loan and the Additional Loan is March 31, 2024. -18- SCHEDULE 3 Amortization Schedule for the Original Loan The following table sets forth the Principal Payment Dates of the Original Loan and the percentage of the total principal amount of the Original Loan payable on each Principal Payment Date ("Installment Share"). If the proceeds of the Original Loan have been fully withdrawn as of the first Principal Payment Date, the principal amount of the Original Loan repayable by the Borrower on each Principal Payment Date shall be determined by the Bank by multiplying: (a) Withdrawn Loan Balance as of the first Principal Payment Date; by (b) the Installment Share for each Principal Payment Date, such repayable amount to be adjusted, as necessary, to deduct any amounts referred to in paragraph 4 of this Schedule, to which a Currency Conversion applies. Principal Payment Date Installment Share (Loan No. 8702-AO) (Expressed as a Percentage) On each April 1 and October 1 2.08% Beginning April 1, 2023, through April 1, 2046 On October 1, 2046 2.24% 2. If the proceeds of the Original Loan have not been fully withdrawn as of the first Principal Payment Date, the principal amount of the Original Loan repayable by the Borrower on each Principal Payment Date shall be determined as follows: (a) To the extent that any proceeds of the Original Loan have been withdrawn as of the first Principal Payment Date, the Borrower shall repay the Withdrawn Loan Balance as of such date in accordance with paragraph I of this Schedule. (b) Any amount withdrawn after the first Principal Payment Date shall be repaid on each Principal Payment Date falling after the date of such withdrawal in amounts determined by the Bank by multiplying the amount of each such withdrawal by a fraction, the numerator of which is the original Installment Share specified in the table in paragraph I of this Schedule for said Principal Payment Date ("Original Installment Share") and the denominator of which is the sum of all remaining Original Installment Shares for Principal Payment Dates falling on or after such date, such amounts repayable to be adjusted, as necessary, to deduct any amounts referred to in paragraph 4 of this Schedule, to which a Currency Conversion applies. - 19 - 3. (a) Amounts of the Original Loan withdrawn within two calendar months prior to any Principal Payment Date shall, for the purposes solely of calculating the principal amounts payable on any Principal Payment Date, be treated as withdrawn and outstanding on the second Principal Payment Date following the date of withdrawal and shall be repayable on each Principal Payment Date commencing with the second Principal Payment Date following the date of withdrawal. (b) Notwithstanding the provisions of sub-paragraph (a) of this paragraph, if at any time the Bank adopts a due date billing system under which invoices are issued on or after the respective Principal Payment Date, the provisions of such sub-paragraph shall no longer apply to any withdrawals made after the adoption of such billing system. 4. Notwithstanding the provisions of paragraphs I and 2 of this Schedule, upon a Currency Conversion of all or any portion of the Withdrawn Loan Balance to an Approved Currency, the amount so converted in the Approved Currency that is repayable on any Principal Payment Date occurring during the Conversion Period, shall be determined by the Bank by multiplying such amount in its currency of denomination immediately prior to the Conversion by either: (i) the exchange rate that reflects the amounts of principal in the Approved Currency payable by the Bank under the Currency Hedge Transaction relating to the Conversion; or (ii) if the Bank so determines in accordance with the Conversion Guidelines, the exchange rate component of the Screen Rate. 5. If the Withdrawn Loan Balance is denominated in more than one Loan Currency, the provisions of this Schedule shall apply separately to the amount denominated in each Loan Currency, so as to produce a separate amortization schedule for each such amount. - 20 - SCHEDULE 4 Commitment-Linked Amortization Repayment Schedule for the Additional Loan The following table sets forth the Principal Payment Dates of the Additional Loan and the percentage of the total principal amount of the Additional Loan payable on each Principal Payment Date ("Installment Share"). Level Principal Repayments Principal Payment Date Installment Share (Loan No. 8876-AO) On each October I and April 1 Beginning October 1, 2024, 2.08% through October 1, 2047 On April 1, 2048 2.24% -21- APPENDIX Section I. Definitions 1. "Affected Persons" means persons who, on account of an involuntary taking of land under the Project, had or would have their: (a) standard of living adversely affected; or (b) right, title or interest in any house, land (including premises, agricultural and grazing land) or any other fixed or movable asset acquired or possessed, temporarily or permanently; or (c) access to productive assets adversely affected, temporarily or permanently; or (d) business, occupation, work or place of residence or habitat adversely affected, temporarily or permanently; and "Affected Person" means any of the Affected Persons. 2. "Additional Loan" means IBRD Loan No. 8876-AO. 3. "Annual Action Plan" means any of the plans referred to in Section A.3 of Schedule 2 to this Agreement. 4. "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 and as of July 1, 2016. 5. "Bank Policy on Safety of Dams" means the Bank's operational policy and procedures set forth in the Bank's Operational Manual under OP/BP 4.37 on safety of Dams, as said manual is published under www.WorldBank.org/opmanual 6. "Category" means a category set forth in the table in Section III of Schedule 2 to this Agreement. 7. "Co-financier" means Agence Franqaise de Diveloppement, the French Development Agency. 8. "Co-financing" means, for purposes of paragraph 16 of the Appendix to the General Conditions, an amount of$150,000,000 to be provided by the Co-financier to assist in financing the Project. 9. "Co-financing Agreement" means the agreement to be entered into between the Borrower and the Co-financier providing for the Co-financing. 10. "DNA" means Direcqdo Nacional de Aguas, the Borrower's National Water Directorate within MINEA. 1. "Environmental Management Plan" means each plan to be prepared and adopted by the Borrower pursuant to the ESMF, as may be required, setting out the measures to be taken for the avoidance, minimization, mitigation and offsetting of - 22 - potential adverse environmental and social impacts of the activities to be implemented under the Project, as each said plan may be amended and/or supplemented from time to time with the prior written concurrence of the Bank. 12. "ESMF" means the Borrower's updated environmental and social management framework dated April, 2018, and disclosed in country on April 30, 2018, and in the Bank's website on April 30, 2018, setting forth the policy framework, principles, standards, processes and institutional arrangements to be applied to assess potential adverse environmental and social impacts associated with the Project, and the ways to avoid, minimize, mitigate or offset them, including public consultation, disclosure and reporting, as the said framework may be amended and/or supplemented from time to time with the prior written concurrence of the Bank. 13. "FCMU-WB/AFD" means the Financial and Contract Management Unit within MINEA and referred to in Section I.A. I of Schedule 2 to this Agreement. 14. "General Conditions" means the "International Bank for Reconstruction and Development General Conditions for IBRD Financing, Investment Project Financing", dated July 14, 2017. 15. "INRH" means Instituto Nacional de Recursos Hidricos, the Borrower's National Institute of Water Resources. 16. "IRSEA" means Instituto de Regulaqdo dos Serviqos de Eletricidade, Agua e Saneamento de Aguas Residuais, the Borrower's Institute of Electricy and Water Services Regulation. 17. "Kwanza" means the lawful currency of the Borrower. 18. "MINEA" means the Ministrio de Energia e Aguas, the Borrower's Ministry of Energy and Water. 19. "Operating Costs" means reasonable recurrent Project expenditures, based on an annual budget previously approved by the Bank, that would not have been incurred by the Borrower absent the Project, including: (a) office equipment and supplies; (b) office utilities and reasonable communications expenses; (c) office rental expenses; (d) Project's vehicles maintenance costs, fuel and spare parts; (e) travel expenses and per diems for official Project staff (excluding salaries of Borrower's civil servants); and (f) operation and maintenance of office equipment, financed with the proceeds of the Loan, all needed for the implementation and supervision of the Project. 20. "Original Loan" means the IBRD loan No. 8702-AO. -23- 21. "Original Loan Agreement" means the agreement between the Borrower and IBRD for the Original Loan, dated June 14, 2017. 22. "Original Project" means the project set out in Schedule I of the Original Loan Agreement. 23. "Participation Agreement" means the agreement referred to in paragraph B.1 of Section I of Schedule 2 to this Agreement, as the same may be amended from time to time, with the prior written agreement of the Bank, and such term includes any annexes and schedules to the Participation Agreement. 24. "Participating Province" means a political subdivision of the Borrower, selected by the Borrower, in consultation with the Bank, according to the eligibility criteria set forth in the Implementation Manual. 25. "Performance Payment" means the payments to be made to PWSUs out of the proceeds of the Loan, as incentives for exceeding the performance targets set forth in the relevant Participation Agreement. 26. "Procurement Regulations" means, for purposes of paragraph 85 of the Appendix to the General Conditions, the "World Bank Procurement Regulations for IPF Borrowers", dated July 2016, revised November 2017. 27. "Project Account" means the account referred to in Section 5.01(c) of the Agreement. 28. "Project Implementation Manual" means the manual referred to in paragraph 3 of Section I of Schedule 2 to this Agreement, as the same may be amended from time to time with the prior written agreement of the Bank, and such term includes any annexes and schedules to the Operational Manual. 29. "PWSUs" means autonomous provincial water supply and sanitation utility companies created and/or to be created pursuant to the provisions of the Public Enterprise Law Number 11/13 of September 3, 2013. 30. "Resettlement Action Plan" means each plan to be prepared pursuant to the RPF as may be required, setting out the principles, procedures, the time schedule governing acquisition of rights to land, resettlement and compensation, as well as reporting and monitoring arrangements to ensure compliance with said plan. 31. "RPF" means the Borrower's updated resettlement policy framework satisfactory to the Bank, dated April, 2018, and disclosed in country on April 30, 2018, and in the Bank's website on April 30, 2018, setting forth the guidelines and procedures for preparation of a Resettlement Action Plan in the likely event of acquisition of rights to land, resettlement procedures and compensation, institutional arrangements, - 24 - including valuation procedures, budget, public consultation and participation, monitoring and evaluation, and disclosure, as the same may be amended from time to time with the agreement of the Bank. 32. "Target Cities" means the Borrower's cities of Kuito, Huambo, Lubango, Moqdmedes, N'Dalatando, Malanje, Uige, Dundo, Luanda and Luena. 33. "Training" means reasonable expenditures, based on an annual budget previously approved by the Bank, (other than those for consultants' services) incurred by the Borrower, to finance transportation costs and per diem of trainers and trainees, workshops, rental of training facilities and acquisition of training equipment and material needed for the Project.