Conformed Copy - L3811 - Lima Water Rehabilitation and Management Project - Amendment 1

Page 1 December 6, 1996 Ing. Placido Aguirre General Manager SEDAPAL Monterrey #281, Segundo Piso Chacarilla del Estanque Lima, Peru Re: Loan No. 3811-PE (Lima Water Rehabilitation and Management Project) - Amendment to the Project Agreement Dear Mr. Aguirre: Please refer to the Project Agreement dated February 2, 1995 between the International Bank for Reconstruction and Development (the Bank) and Servicio de Agua Potable y Alcantarillado de Lima (Sedapal). In this letter all terms defined in the Loan Agreement have the same meaning as therein set forth. Pursuant to the request from the Ministry of Economy and Finance and further discussions between representatives of the Borrower, Sedapal and the Bank, the Bank hereby agrees to amend the Project Agreement as follows: 1. Section 2.01 (c) is hereby amended by deleting the phrase "Management Agreement for 1995" and substituting therefor "respective Management Agreements". 2. Section 2.10 (a) (ii) is hereby amended to read as follows: "(ii) not later than December 31, 1997 or when the aggregate of the proceeds of the Loan Account and the total amount of commitments made to pay amounts to or on the order of the Borrower in respect of expenditures to be financed out of the proceeds of the Loan shall have reached the equivalent of $60,000,000, whichever comes first, in the event that the Concession Contract has not previously been awarded." 3. Section 4.06 is hereby amended by deleting "December 31, 1995" in its paragraphs (a) and (b) and substituting therefor "December 31, 1997". Please confirm your agreement with the above by signing this letter in the space provided and returning it to us. The amendments set forth in this letter shall enter into effect upon receipt by the Bank of a duly countersigned original of this letter. Very truly yours, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By Robert W. Crown Acting Country Director Country Department III Latin America and the Caribbean Region Page 2 AGREED: SEDAPAL By Placido Aguirre Authorized Representative Date: December 26, 1996