Załącznik nr 1 do Uchwały Zarządu nr  1429/352/IV/2014

AMENDMENT NO 2
 
TO THE Funding Agreement
of 9 July 2010

between

European Investment Bank

and

Silesia Voivodship

… July 2014

This Amendment (“Amendment”) is entered into on ….. July 2014, by and between:

European Investment Bank
100, boulevard Konrad Adenauer
L-2950 LUXEMBOURG
(“EIB”)

and

SilesiaVoivodship on behalf of which acts
The Board of Silesia Voivodship as Managing Authority of The Regional Operational Programme for Silesia Voivodship for the years 2007-2013
represented by:
Mr Arkadiusz Chęciński, Member of the Voivodship Board and 
Mrs/Mr………………………………………………………………... 
ul. Ligonia 46, 
40-037 Katowice
Poland

(“Managing Authority of the Regional Operational Programme for Silesia Voivodship for the years 2007-2013 (MA ROP SV)”)

hereinafter also referred to jointly as the “Parties”

Preamble
WHEREAS:

1.	The Parties entered into a Funding Agreement on 9 July 2010 (Funding Agreement”) providing for the establishment of a JESSICA Holding Fund for Silesia;
2.	The Parties amended the Funding Agreement on 10 October 2013;
3.	Clause 1 of the Costs Letter, attached as Appendix G to the Funding Agreement, foresees that the Remaining Amount (as defined in such clause) will be available until 31 December 2014 or until the moment when the total initial contribution is expended, whichever date falls earlier;
4.	The Parties agree to prolong the availability period of the Remaining Amount;
5.	Article 16.3 of the Funding Agreement provides that amendments to the Funding Agreement shall be made in writing and shall become effective upon execution by both Parties thereto;
6.	Unless otherwise defined herein, words and expressions defined in the Funding Agreement shall have the same meaning when used herein and words denoting the singular shall include the plural and vice versa.
 
NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

1. 	Clause 1 of Appendix G “Costs Letter to the Funding Agreement shall be amended to read as follows:
"This letter sets out the details relating to calculation and payment of the Costs and Additional HF Costs in accordance with the Funding Agreement, particularly with Article 10, that EIB shall recover for performing the JESSICA Action and Additional Tasks (each as defined in the Funding Agreement). The Costs and Additional HF Costs shall constitute cost recovery for any and all costs incurred and/or expected by EIB for the compliance with and performance of the JESSICA Action and Additional Tasks. All Costs will be paid to EIB in EUR. To mitigate against currency risk and ensure that sufficient funds are available in the JESSICA Holding Fund Account to pay all Costs, the appropriate amount of MA ROP SV's contribution to the JESSICA Holding Fund will be converted from PLN into EUR at the moment the contribution is made. The converted amount shall be equal to the aggregate amount of Costs and Additional HF Costs as projected for the initial 3-year period of the Funding Agreement based on the cap presented in Clause 8 below. After the initial 3-year period, EIB shall be paid from the amount remaining in the account of the JESSICA Holding Fund, resulting from the difference between the initial contribution set aside to cover Costs and the Costs actually incurred during the initial 3-year period ("the Remaining Amount”). The Parties agree that the Remaining Amount will be available for the above purpose until 31 December 2015 or until the moment when the total initial contribution is expended, whichever date falls earlier."
2.	Depending on the performance levels of the UDF and/or other circumstances, as the case may be, a part of the amounts set aside to cover Costs and Additional HF Costs may, by 31 December 2015, be contributed to the UDF following consultation with the Investment Board, and/or paid back to the MA ROP SV. 
3.	This Amendment to the Funding Agreement shall enter into force as of its execution date.
4.	The provisions of the Funding Agreement as amended and in force, shall, save as amended through this Amendment, continue in full force and effect, and shall be read and construed as one document with this Amendment.
5.	This Amendment has been executed in 3 (three) originals in the English language and 2 (two) originals in the Polish language. Only the English language version constitutes the authentic text of this document. In case of conflict the English version shall prevail. 

Signed for and on behalf of:			Signed for and on behalf of:
European Investment Bank			Silesia Voivodship

__________________________			__________________________
Stephen Sturmer				Arkadiusz Chęciński
Head of Division				Member of the Voivodship Board
Legal Department				

____________________________		__________________________
Goetz von Thadden				
Head of Unit, Financial Instruments				
Baltic Sea Department