Conformed Copy - L3363 - Technical Assistance and Critical Imports Project - Amendment 1

Page 1 August 19, 1991 His Excellency Eugen Dijmarescu Minister of Economy and Finance 8 Doamnei Str. Bucharest, Romania Re: Loan Number 3363 RO (Technical Assistance and Critical Imports Project) Amendment to the Loan Agreement Excellency: Please refer to the Loan Agreement (the "Loan Agreement") entered into by and between Romania (the "Borrower") and the International Bank for Reconstruction and Development (the "Bank") on July 3, 1991, in respect of the above-referenced Project. I am pleased to inform you that the Bank agrees with the Borrower's request to amend the Loan Agreement so as to remove all provisions pertaining to "Participating Banks" and "Participation Agreements". We understand that these provisions are no longer required, given the recent establishment of the Treasury Department within the Ministry of Economy and Finance, which Department shall be responsible, inter alia, for administering the implementation and supervision of the Subsidiary Loan Agreements all in accordance with the terms and conditions of the Loan Agreement. The Loan Agreement is therefore hereby amended as follows hereinbelow. 1. Section 1.02 is amended by deleting paragraphs (r) and (s) in their entirety therefrom, and by re-lettering paragraphs (t) through (gg) as paragraphs (r) through (ee) accordingly. 2. Section 3.02 is amended by deleting paragraphs (b) and (c) in their entirety therefrom, and by adding instead a new paragraph (b) thereto to read as follows: "(b) Without any limitation or restriction to the provisions of Schedule 7 to this Agreement, the Borrower shall exercise its rights and comply with its obligations under each of the Subsidiary Loan Agreements in such a manner as to protect the interests of the Borrower and the Bank, and to accomplish the purposes of the Loan, and, except as the Bank shall otherwise agree, the Borrower shall not assign, amend, abrogate or waive any of the Subsidiary Loan Agreements, or any provision thereof." 3. Section 6.01 is amended by deleting paragraph (b) in its entirety therefrom, and by re-lettering paragraph (c) as paragraph (b) accordingly. 4. Section 6.02 is amended to read as follows: "Section 6.02. The following is specified as an additional matter, within the meaning of Section 12.02 (c) of the General Conditions, to be included in the opinion or opinions to be furnished to the Bank by counsel acceptable to the Bank, namely, that each of the Subsidiary Loan Agreements, referred to in paragraph (a) of Section 6.01 above, has been duly authorized or ratified by, and executed and delivered on behalf of, the parties thereto, and is legally binding upon such parties in accordance with its terms." 5. Schedule 7 is amended by deleting Part B in its entirety therefrom. Kindly confirm your agreement, on behalf of the Borrower, to the foregoing amendment by signing and duly dating the form of confirmation set forth below, and returning this amendment letter to us at your earliest convenience. A signed duplicate original of Page 2 this amendment letter is enclosed herewith for your records. This amendment letter shall become effective, as of the date first above- written, once it has been fully executed by all parties thereto. Very truly yours, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT /s/ Philippe Nouvel Acting Director Country Department V Europe, Middle East and North Africa AGREED AND CONFIRMED: by ROMANIA on 8/26/91\1a