OFFICIAL DOCUMENTS The World Bank 1818 H Street N.W. (202) 473-1000 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Washington, D.C. 20433 Cable Address: INTBAFRAD INTERNATIONAL DEVELOPMENT ASSOCIATION U.S.A. Cable Address: INDEVAS __o___b_______ ,2018 H.E.. Ingrid Olga Ghislaine Ebouka-Babackas Minister of Planning, Statistics and Regional Integration Ministry of Planning, Statistics and Regional Integration Brazzaville Republic of Congo Excellency, IDA Credit 5991-CG (Additional Financing for Third Phase of the Central African Backbone Program - Republic of Congo Project) IDA Credit No. 4974-CG (Third Phase of the Central African Backbone Program - Republic of Congo Project) Amendment to the Financing Agreements I refer to: (i) the Financing Agreement between the International Development Association (the "Association") and the Republic of Congo (the "Recipient") for the Additional Financing for Third Phase of the Central African Backbone Program, dated April 18, 2017; and (ii) the Financing Agreement between the Association and the Recipient for the Third Phase of the Central African Backbone Program dated July 15, 2011, as amended (each the "Agreement", together the "Agreements"). I also refer to your letter dated June 11, 2018, requesting specific changes to the Agreement. The capitalized terms used in this letter ("Amendment Letter") and not defined herein have the meanings ascribed to them in the Agreements. I am pleased to advise you that the Association agrees to your request and hereby proposes to amend the Agreements as follows: I. IDA Credit 5991-CG 1. Schedule I is amended to read as follows: "SCHEDULE 1 Project Description The objective of the Project is to contribute to increase geographical reach and usage ofregional broadband network services and to reduce their prices in the Recipient's territory. The Project constitutes part of the third phase of the Program and consists of the Original Project." 2. Paragraph 2 of Section I.C. (Manuals) of Schedule 2 is deleted and paragraph "3" of the same is renumbered "2" and is amended to read as follows: "2. The Recipient shall not amend, abrogate, waive or fail to enforce any provision of the Procedures Manual without the prior written agreement of the Association; provided, however, that in case of any conflict between the arrangements and procedures set out in any of said manuals and the provisions of this Agreement, the provisions of this Agreement shall prevail". 3. Section I. F of Schedule 2 is deleted. 4. The table in Section IV. A is deleted and replaced with the one in Annex 1 to this letter. 5. Paragraph 1(b) of Section IV.B. of Schedule 2 is deleted. 6. The Appendix to the Agreement is deleted and replaced with the one in Annex 3 to this letter. II. IDA-4974-CG The table in Section IV. A is deleted and replaced with the one in Annex 2 to this letter. All provisions of the Agreements which are not expressly modified in accordance with this Amendment Letter remain unchanged. Please indicate your agreement with the foregoing, by countersigning and dating the two original copies of this letter and returning one countersigned original copy to the Association. Upon receipt by the Association of said original countersigned by the authorized representative of the Recipient and dated, this Amendment Letter shall become effective as of the date of countersignature. Very truly yours, INTERNATIONAL DEVELOPMENT ASSOCIATION Yisgedullish Amde Acting Country Director for Congo Africa Region AGREED: REPUBLIC OF CC Nam32M

?,f 2 ~% 2-O CI L.e AMini, ,40 Annex 1 IDA 5991-CG Percentage of Amount of the Credit Expenditures to be Category Allocated Financed (expressed in SDR) (inclusive of Taxes) IDA 5991-CG (1) Goods, non-consulting 3,650,000 100% services, and consultants' services for Part B of the Project (2) Goods, non-consulting n/a services, training and consultants' services for Part C of the Project (3) Incubation Grants for n/a goods and consultant's services under the Digital Development Fund under Part C of the Project (4)Goods, works, Operating 50,000 100% Costs, non-consulting services, and consultants' services for Part D of the Project TOTAL AMOUNT 3,700,000 Annex 2 IDA 49740-CG Percentage of Amount of the Credit Expenditures to be Category Allocated Financed (expressed in SDR) (inclusive of Taxes) IDA 4974-CG (1) Goods, non-consulting 1,675,259.60 50% services, and consultants' services for Part A of the Project (2) Goods, works and non- 5,544,509.15 50% consulting services for Part B of the Project (3) Consultants Services for 200,000.00 50% Part B of the Project (4)Goods, non-consulting 420,000.00 50% services, and consultants' services for Part C of the Project (5)Goods, works, Operating 1,258,169.78 50% Costs, Non-consulting Services and Consultants Services for Part D of the Project (6) Refund of Preparation 302,061.47 Amount payable pursuant Advance to Section 2.07 of the General Conditions TOTAL AMOUNT 9,400,000 Annex 3 "APPENDIX Definitions 1. "Annual Work Plans and Budgets" or "AWPB" means the annual work plans and budgets for the Project approved by the Association in accordance with the provisions of Section I.D of Schedule 2 to this Agreement and "Annual Work Plan and Budget" means any of the Annual Work Plans and Budgets. 2. "Anti-Corruption Guidelines" means 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. "Anti-Corruption Plan" means the simplified anti-corruption action plan adopted by the Recipient on March 18, 2011, which sets forth the measures and actions to be taken during implementation of the Project with respect to disclosure, civil society oversight, collusion mitigation, mitigation of forgery and fraud, complaints handling and sanctions and remedies. 4. "ARPCE" means Agence de Rigulation des Postes et des Communications Electroniques, the Recipient's regulator responsible for communications, established and operating pursuant to the Recipient's Law No. 11-2009, dated November 25, 2009. 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 (revised July 2014). 7. "DGE" means Direction Gindrale de 1'Environnement au sein du Minist&re du de l'Economie Foresti&re, du Diveloppement Durable et de 1' Environnement, the Ministry of the Recipient in charge of environment. 8. "DNT" means Direction des Nouvelles Technologies, the direction within the MPTNTC in charge of new technologies. 9. "Environmental and Social Impact Assessment" or "ESIA" means a site-specific report, to be prepared by the Recipient in accordance with the parameters laid down in the ESMF (as hereinafter defined) and acceptable to the Association, identifying and assessing the potential environmental and social impacts of the activities to be undertaken for the Project, evaluating alternatives, and designing appropriate mitigation, management, and monitoring measures. 10. "Environmental and Social Management Framework" or "ESMF" means the environmental and social safeguards framework adopted by the Recipient and disclosed at the Association's Infoshop on April 5, 2011, setting forth the procedures to be used for the preparation and approval of a site- specific Environmental and Social Impact Assessment and/or Environmental and Social Management Plan for any site where there exists environmental and/or social issues of a type and scale sufficient to trigger the Association's safeguards policies. 11. "Environmental and Social Management Plan" or "ESMP" means a site-specific environmental and social management plan to be prepared by the Recipient, in accordance with the parameters laid down in the ESMF and acceptable to the Association, setting forth a set of mitigation, monitoring, and institutional measures to be taken during the implementation and operation of Project activities to eliminate adverse environmental and social impacts, offset them, or reduce them to acceptable levels, and including the actions needed to implement these measures. 12. "General Conditions" means the "International Development Association General Conditions for Credits and Grants", dated July 31, 2010. 13. "Indigenous Peoples' Plan" or "IPP" means a subproject-specific plan, acceptable to the Association, adopted pursuant to the Indigenous Peoples Planning Framework defining specific measures for indigenous peoples in order to protect them and to ensure that said people be granted equal legal, financial and organizational opportunities under the Project, and to be implemented under a specific activity, in accordance with the provisions of the Indigenous Peoples Planning Framework, as the same may be modified from time to time with the prior written agreement of the Association, and such term includes any schedules or annexes to said plan. 14. "Indigenous Peoples Planning Framework" or "IPPF" means the document adopted by the Recipient and disclosed at the Association's Infoshop on April 7, 2011, and updated and disclosed on January 20, 2017, defining specific measures to be implemented for indigenous minorities in order to protect them and to ensure that members of said minorities be granted equal legal, financial and organizational opportunities under the Project. 15. "Monitoring and Evaluation Indicators" means the agreed monitoring and evaluation indicators set forth in the Procedures Manual (as hereinafter defined) to be utilized by the Recipient to measure the progress in the implementation of the Project and the degree to which the objective thereof is being achieved. 16. "MOU" has the meaning set forth in Section I.A(c) of Schedule 2 of this Agreement. 17. "MPTNTC" means Ministire des Postes et des Tilicommunications, the Recipient's Ministry in charge of posts, telecommunications and ICT. 18. "Operating Costs" means the incremental operating expenses, based on annual budgets approved by the Association on account of the Project implementation, management and monitoring, including operation and maintenance costs of office, vehicles and office equipment, water and electricity utilities, telephone, office supplies, bank charges, additional staff costs, travel and supervision costs, per diem, but excluding the salaries of officials and public servants of the Recipient's civil service. 19. "Original Financing Agreement" means the financing agreement for a Third Phase of the Central African Backbone Program - Republic of Congo Project between the Recipient and the Association, dated July 15, 2011 (Credit No. 4974-CG), with the modifications set forth in the Annex to this Agreement. 20. "Original Project" means the Project described in Schedule I to the Original Financing Agreement. 21. "PCU" means the Project Coordination Unit at MPT established and operating pursuant to the Decision No. 0004/MPTNTC/CAB, dated April 8, 2011. 22. "PPP" means the contractual, governance, ownership, operational and financing arrangements between a government agency and one or more private sector entities participating in a PPP Arrangement (as hereinafter defined) for the purpose of delivering a project or service (building, operating and commercializing capacity on the fiber optic network) by sharing the risks and rewards of the venture. 23. "PPP Arrangement" means a PPP set up under Part B of the Project. 24. "Preparation Advance" means the advance referred to in Section 2.07 of the General Conditions, granted by the Association to the Recipient pursuant to the letter agreement signed on behalf of the Association on April 20, 2010, and on behalf of the Recipient on April 24, 2010. 25. "Procedures Manual" means the Recipient's set of guidelines and procedures to be adopted by the Recipient pursuant to Section 4.01(a) of this Agreement, for the purpose of implementing the Project, including in the areas of monitoring and evaluation, coordination, financial management (including financial, administrative and accounting procedures, procurement, internal controls and audits), environment and social safeguards, and other provisions related to the institutional organization of the Project, as such guidelines and procedures may be amended from time to time with the prior written agreement of the Association. 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 (revised July 2014). 27. "Procurement Plan" means the Recipient's procurement plan for the Project, dated February 9, 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. "Program" has the meaning set forth in the preamble to this Agreement. 29. "Project Implementation Plan" means the detailed implementation plan (Plan d'Exicution du Projet) for the Project to be adopted pursuant to Section 4.01(a) of this Agreement which will define the roles, responsibilities, and individual work programs of each participating agency or entity, and the timetable for Project implementation. 30. "Resettlement" means: (i) the involuntary (i.e., an action that may be taken without a person's informed consent or power of choice) taking of land, including anything growing on or permanently affixed to such land, such as buildings and crops, resulting in: (A) relocation or loss of shelter; (B) loss of assets or access to assets; or (C) loss of income sources or means of livelihood, whether or not the affected persons must move to another location; or (ii) the involuntary restriction of access to legally designated parks and protected areas resulting in adverse impacts on the livelihoods of the affected persons, and encompassing restrictions on the use of resources imposed on people living outside a park or protected area, or on those who continue living inside the park or protected area during and after Project implementation. 31. "Resettlement Action Plan" or "RAP" means a site-specific resettlement action plan to be prepared in accordance with the parameters laid down in the RPF (as hereinafter defined), acceptable to the Association, to be developed by the Recipient for each Project site which involves Resettlement, and covering the following: (i) a baseline census and socioeconomic survey information; specific compensation rates and standards; policy entitlements related to any additional impacts identified through the census or survey; description of Resettlement sites and programs for improvement or restoration of livelihoods and standards of living; an implementation schedule for Resettlement activities; and detailed cost estimate; (ii) measures designed to ensure that the displaced persons: (A) are informed about their options and rights pertaining to Resettlement, consulted on, offered choices among, and provided with technically and economically feasible Resettlement alternatives; and (B) provided prompt and effective compensation at full replacement cost for losses of assets attributable directly to the Project; (iii) if the impacts include physical relocation, that the displaced persons are: (A) provided assistance (such as moving allowances) during relocation; (B) provided 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; and (C) offered support after disolacement, for a transition period, based on a reasonable estimate of the time likely to be needed to restore their livelihood and standards of living; (iv) affordable and accessible grievance procedures, taking into account the availability of judicial recourse and community and traditional dispute settlement mechanisms; and (v) provided with development assistance in addition to compensation measures, such as land preparation, credit facilities, training, or job opportunities. 32. "Resettlement Policy Framework" or "RPF" means the resettlement policy framework adopted by the Recipient and disclosed at the Association's Infoshop on April 5, 2011, setting forth, inter alia, a brief description of the Project and components for which land acquisition and Resettlement are required, the principles and objectives governing Resettlement preparation and implementation, and a description of the process for preparing and approving a site-specific Resettlement Action Plan. 33. "SC Decision" means the Recipient's Decision No. 0016/MPTNTC/CAB dated December 2, 2010. 34. "Social and Environmental Safeguards Frameworks" means the ESMF, the IPPF and the RPF. 35. "Steering Committee" or "SC" means the Steering Committee for the Project (ComitM de Pilotage CITCG), established and operating pursuant to the SC Decision, and referred to in Section I.A.2 of Schedule 2 to this Agreement. 36. "Supplemental Social and Environmental Safeguards Instruments" means any ESIA, IPP, RAP or ESMP adopted pursuant to the Social and Environmental Safeguards Frameworks. 37. "Training" means the costs based on annual work plans and budgets approved by the Association, for the training and workshops including, reasonable cost of travel, room, board and per diem expenditures incurred by trainers and trainees in connection with approved training, course fees, instruction materials and coaching, training or workshop facility and equipment rentals, costs associated with Application Competition, and preparation of training material preparation, acquisition, reproduction and distribution expenses. For the purpose of Training, the term "Application Competition" means a young entrepreneurs' contest, approved by the Association, and focused on developing mobile applications in which candidates are invited to devise and create mobile applications that will benefit the Recipient's economy. The overall plan for the competition will consist of: (i) identification of partners and sponsors and training needs; (ii) organization of a communication campaign (launch workshop and communications on social networks) for developers and young entrepreneurs; (iii) selection of candidates and organization of a technical training workshop and a business training workshop; and (vi) selection of finalists and organization of the event for the selection of the winners."