Agreement Providing for the Amendment and Restatement of the Credit Agreement C3836-MG Conformed

Page 1 CONFORMED COPY CREDIT NUMBER 3836 MG Agreement providing for the Amendment and Restatement of the Development Credit Agreement (Transport Infrastructure Investment Project) between REPUBLIC OF MADAGASCAR and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated January 18, 2006 Page 2 CREDIT NUMBER 3836 MG AGREEMENT PROVIDING FOR THE AMENDMENT AND RESTATEMENT OF THE DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated January 18, 2006, between REPUBLIC OF MADAGASCAR (the Borrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association). WHEREAS the Borrower and the Association have agreed to amend the Development Credit Agreement between the Borrower and the Association dated December 11, 2003 (hereinafter referred to as the Development Credit Agreement) in the manner hereinafter set forth; NOW THEREFORE the parties hereto agree as follows: ARTICLE 1 Section 1.01. The Development Credit Agreement is hereby amended and restated so as to read as set forth in the Annex hereto. Section 1.02. This Agreement shall not become effective until: (a) the Subsidiary Financing Agreement has been executed on behalf of the Borrower and Madarail; (b) Madarail has established a computerized accounting and financial management system for Part E of the Project satisfactory to the Association; and recruited auditors satisfactory to the Association; (c) evidence satisfactory to the Association shall have been furnished to the Association that: (i) the execution and delivery of this Agreement on behalf of the Borrower have been duly authorized or ratified by all necessary governmental action; (ii) the Project Agreement has been duly authorized or ratified by Madarail and is legally binding upon Madarail in accordance with its terms; and (iii) the Subsidiary Financing Agreement has been duly authorized or ratified by the Borrower and Madarail and is legally binding upon the Borrower and Madarail in accordance with its terms. Section 1.03. As part of the evidence to be furnished pursuant to Section 1.02 of this Agreement, there shall be furnished to the Association an opinion or opinions satisfactory to the Association of counsel acceptable to the Association Page 3 2 showing, on behalf of the Borrower, that this Agreement and the Subsidiary Financing Agreement have been duly authorized or ratified by, and executed and delivered on behalf of, the Borrower and is legally binding upon the Borrower in accordance with its terms; and, on behalf of Madarail, that the Project Agreement and the Subsidiary Financing Agreement have been duly authorized or ratified by, and executed and delivered on behalf of Madarail and is legally binding upon Madarail in accordance with its terms. Section 1.04. This Agreement shall come into force and effect on the date upon which the Association shall dispatch to the Borrower notice of its acceptance of the evidence required by Section 1.02 of this Agreement. Section 1.05. If this Agreement shall not have come into force and effect by a date ninety (90) days after the date of this Agreement, this Agreement and all obligations of the parties hereunder shall terminate, unless the Association establishes a later date for the purposes of this Section. If this Agreement shall terminate under the provisions of this Section, the Development Credit Agreement shall continue in full force and effect, as if this Agreement had not been executed. Page 4 3 IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives, have caused this Agreement to be signed in their respective names in Antananarivo, Republic of Madagascar, as of the day and year first above written. REPUBLIC OF MADAGASCAR By: /s/ Benjamin Andriamparany Radavidson Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By: /s/ James Bond Authorized Representative Page 5 4 ANNEX CREDIT NUMBER 3836 MAG Development Credit Agreement (RESTATED) (Transport Infrastructure Investment Project) between REPUBLIC OF MADAGASCAR and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated December 11, 2003 Page 6 5 CREDIT NUMBER 3836 MAG DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated December 11, 2003, between REPUBLIC OF MADAGASCAR (the Borrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association). WHEREAS (A) the Borrower, having satisfied itself as to the feasibility and priority of the Project described in Schedule 2 to this Agreement, has requested the Association to assist in the financing of the Project; (B) the Project is the third in a series of several projects in support of the transport sector for which the Borrower has requested the assistance of the Association; (C) the Borrower has issued a statement of national transport policy and road sector strategy, dated April 6, 2000 (hereinafter referred to as National Transport Policy and Road Sector Strategy), as well as a statement of rural transport policy and strategy, dated May 30, 2001 (hereinafter referred to as the Rural Transport Policy and Strategy), describing a program of actions, objectives and policies, designed to improve the rural population's access to markets and basic social services in order to promote economic development and enhance rural livelihood; (D) the Borrower has issued a supplemental statement, dated November 6, 2003 (hereinafter referred to as the Transport Policy and Strategy Amendment), amending and supplementing the contents of both the National Transport Policy and Road Sector Strategy and the Rural Transport Policy and Strategy, and declared its commitment to the execution of the actions, objectives and policies described in both the National Transport Policy and Road Sector Strategy and the Rural Transport Policy and Strategy, as amended and supplemented by the Transport Policy and Strategy Amendment (hereinafter referred to collectively as the Program); (E) the Borrower intends to reach agreement with other donors in view of obtaining additional loans and grants in an aggregate amount equivalent to three hundred and fifty-four million dollars ($354,000,000) to assist in financing the Program on the terms and conditions set forth in agreements to be entered into between the Borrower and such other donors (the Co- financing Agreements); and (F) Part E of the Project will be carried out by Madarail with the Borrower