Conformed Copy - C3218 - Second Structural Adjustment Credit - Supplemental Letter 2

Page 1 REPUBLIC OF MADAGASCAR June 10, 1999 International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Re: Credit No. 3218-MAG (Second Structural Adjustment Credit) Section 5. 01 (c) of the Development Credit Agreement Establishment of Joint-Venture Companies for Oil Operations Dear Sirs: With reference to Section 5.01 (c) of the Development Credit Agreement of even date herewith, entered into between the Republic of Madagascar (hereafter referred to as the Borrower) and the International Development Association (hereafter referred to as the Association), we wish to confirm that the Borrower will take all measures required on its part to ensure that the share of the capital stock to be held by the Borrower in each and any of the joint-venture companies to be established pursuant to the provisions of paragraph 17 of the Letter of Development Policy shall not exceed the treshold of thirty percent of the capital stock of any said joint-venture company unless it shall have been otherwise agreed upon with the Association. Very truly yours, REPUBLIC OF MADAGASCAR By /s/ Tantely Andrianarivo Authorized Representative CONFIRMED: IINTERNATIONAL DEVELOPMENT ASSOCIATION By /s/ Jean-Louis Sarbib Regional Vice President, Africa