Conformed Copy - L3936 - Power Sector Rehabilitation and Modernization Project - Amended Guarantee Agreement

Page 1 CONFORMED COPY LOAN NUMBER 3936-1-RO Amended Guarantee Agreement (Power Sector Rehabilitation and Modernization Project) between ROMANIA and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated May 31, 2002 LOAN NUMBER 3936-1-RO GUARANTEE AGREEMENT AGREEMENT, dated May 31, 2002, between ROMANIA (the Guarantor) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the Bank). Page 2 WHEREAS (A) by loan agreement between the Bank and the Regia Autonoma de Electricitate (RAE), dated August 29, 1995 and amended on July 20, 2000 (the Loan Agreement), the Bank made a loan (the RAE Loan) to RAE in an amount in various currencies equivalent to the amount of one hundred ten million dollars ($110,000,000) on the terms and conditions set forth in the Loan Agreement; (B) by a guarantee agreement between Romania (the Guarantor) and the Bank, dated August 29, 1995 (the Guarantee Agreement), the Guarantor guaranteed all the obligations of RAE contained or referred to in the Loan Agreement on the terms and conditions set forth in the Guarantee Agreement; (C) by Government Decision No. 365/1998 of the Guarantor, dated July 2, 1998, Compania Nationala De Electricitate S.A. (Conel) was created and assumed RAE