Page 1 CONFORMED COPY CREDIT NUMBER 3720 -1 UNI (Amendment) Agreement Amending Development Credit Agreement (Lagos Urban Transport Project) between FEDERAL REPUBLIC OF NIGERIA and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated October 30, 2007 Page 2 CREDIT NUMBER 3720-I UNI (Amendment) AGREEMENT AMENDING DEVELOPMENT CREDIT AGREEMENT AGREEMENT, dated October 30, 2007, between FEDERAL REPUBLIC OF NIGERIA (the Borrower) and INTERNATIONAL DEVELOPMENT ASSOCIATION (the Association). WHEREAS (A) the Borrower and the Association have entered into a Development Credit Agreement (Lagos Urban Transport Project), dated June 24, 2003 and as amended to date (the Development Credit Agreement), for the purpose of financing the Lagos Urban Transport Project, as described in Schedule 2 of the Development Credit Agreement (the Project); (B) the Borrower has requested the Association to provide further additional assistance in the support of the Project by increasing the amount made available under the Development Credit Agreement by an amount in various currencies equivalent to thirty three million six hundred thousand Special Drawing Rights (SDR 33,600,000); and WHEREAS the Association has agreed, on the basis, inter alia, of the foregoing, to provide such additional assistance to the Borrower upon the terms and conditions set forth in this Agreement; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I Amendments to the Development Credit Agreement Section 1.01. Section 1.02 of the Development Credit Agreement is amended by adding a new subsection (q) to read as follows: “(q) “Amending Agreement” means the agreement amending the Development Credit Agreement between the Borrower and the Association, dated June 24, 2003 and as amended to date, for the Lagos Urban Transport Project.” Page 3 - 2 - Section 1.02. Section 2.01 of the Development Credit Agreement is amended to read as follows: “Section 2.01. The Association agrees to lend to the Borrower, on the terms and conditions set forth or referred to in this Agreement: (a) an amount in various currencies equivalent to one hundred nine million one hundred thousand Special Drawing Rights (SDR 109,100,000) (the Credit), which includes: (a) an original amount in various currencies equivalent to seventy five million five hundred thousand Special Drawing Rights (SDR75,500,000) (the Initial Credit); and (b) an additional amount in various currencies equivalent to thirty three million six hundred thousand Special Drawing Rights (SDR 33,600,000) (the Additional Credit).” Section 1.03. The Closing Date in Section 2.03 of the Development Credit Agreement is amended to read “June 30, 2009”. Section 1.04. Section 2.04(b) (i) of the Development Credit Agreement is amended to read as follows: “ (i) from the date sixty days after the date of this Agreement (the accrual date) to the respective dates on which amounts shall be withdrawn by the Borrower from the Credit Account or canceled; provided however that the commitment charge on the Additional Credit shall accrue from a date sixty days after the date of the Amending Agreement.” Section 1.05. Section 2.07(a) of the Development Credit Agreement is amended to read as follows: “(a) Subject to paragraphs (b), (c) and (d) below, the Borrower shall repay: (i) the principal amount of the Credit in semiannual installments payable on each March 1 and September 1 commencing March 1, 2013 and ending September 1, 2037. Each installment to and including the installment payable on September 1, 2022 shall be one and one-fourth percent (1¼ %) of such principal amount, and each installment thereafter shall be two and one-half percent (2½ %) of such principal amount; and Page 4 - 3 - (ii) the principal amount of the Additional Credit in semiannual installments payable on each March 1 and September 1 commencing September 1, 2017 and ending March 1, 2047. Each installment to and including the installment payable on March 1, 2027, shall be one percent (1%) of such principal amount, and each installment thereafter shall be two percent (2%) of such principal amount.” Section 1.06. The table in Paragraph 1 of Schedule 1 to the Development Credit Agreement is hereby revised as shown in the Annex to this Amending Agreement. Section 1.07. Paragraph 3 of Annex B to Schedule 1 to the Development Credit Agreement is amended to read as follows: “3. Upon receipt of each application for withdrawal of an amount of the Credit, the Association shall, on behalf of the Borrower, withdraw from the Credit Account and deposit into the Special Account an amount equal to the lesser of: (a) the amount so requested; and (b) the amount which the Association has determined, based on the Financial Monitoring Report accompanying said application, is required to be deposited in order to finance Eligible Expenditures during the six-month period following the date of such report.” Section 1.08. All other provisions of the Development Credit Agreement, including all the Schedules shall remain in full force and effect. ARTICLE II Effective Date; Termination Section 2.01. This Amending Agreement shall not become effective unless: (a) the First Subsidiary Loan Agreement between the Borrower and Lagos State has been amended to reflect the Additional Credit; (b) the LAMATA Project Agreement between Lagos State and LAMATA has been amended to reflect the Additional Credit; and (c) evidence satisfactory to the Association shall have been furnished to the Association that the execution and delivery of this Amending Agreement on behalf of the Borrower have been duly authorized or ratified by all necessary governmental action. Section 2.02. As part of the evidence to be furnished pursuant to Section 2.01(c) of this Amending Agreement, there shall be furnished to the Association an opinion or opinions satisfactory to the Association of counsel acceptable to the Association showing, on behalf of the Borrower, that this Amending Agreement has 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. Page 5 - 4 - Section 2.03. This Amending 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 2.01(c) of this Amending Agreement. Section 2.04. If this Amending Agreement shall not have come into force and effect by a date ninety (90) days after the date of this Amending Agreement, this Amending 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 Amending Agreement shall terminate under the provisions of this Section, the Development Credit Agreement shall continue in full force and effect, as if this Amending Agreement had not been executed. IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives, have caused this Amending Agreement to be signed in their respective names in Abuja, Federal Republic of Nigeria as of the day and year first above written. FEDERAL REPUBLIC OF NIGERIA By /s/ Shamsuddeen Usman Authorized Representative INTERNATIONAL DEVELOPMENT ASSOCIATION By /s/ Hafez H. Ghanem Authorized Representative Page 6 - 5 - ANNEX Category Amount of the Initial Credit Allocated (expressed in SDR) Amounts of the Additional Credit Allocated (expressed in SDR) Percentage of Expenditures to be Financed (1) Works 55,150,000 28,700,000 100% (2) Goods 1,900,000 700,000 100% of foreign expenditures and 95% of local expenditures (3) Consultants’ Services, Training and Audit: 14,770,000 3,800,000 100% (4) Unallocated 3,680,000 400,000 TOTAL AMOUNT 75,500,000 33,600,000