AMENDMENT NO 1

TO THE FUNDING AGREEMENT
of 9 July 2010

between

European Investment Bank

and

Silesia Voivodship

… September 2013

This Amendment ("Amendment") is entered into on    September 2013 by and between: 

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

and 

Silesia Voivodship 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 Mr/Mrs………………………………………………………………………………………….
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:

•	The Parties entered into a Funding Agreement on 9 July 2010 ("Funding Agreement") providing for the establishment of a JESSICA Holding Fund for Silesia; 

•	Article 10.2 of the Funding Agreement foresees that the "Costs Letter", attached as Appendix G thereto, shall remain in force until the Earliest Ordinary Termination Date (8 July 2013) and that 6 months prior to expiry of this period the Parties shall enter into negotiations in order to agree on a new annual cap taking into account all circumstances at that time;

•	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;

•	Article 1 of Appendix D "Exit policy for the Contributions from ROP out of the JESSICA Holding Fund and winding-up provisions of the JESSICA Holding Fund" foresees that at least 6 months before the Earliest Ordinary Termination Date the Parties shall meet in order to discuss and agree upon the possibility to extend the term of the Funding Agreement for a further period to be determined or to wind-up operations;

•	The Parties understand that the Funding Agreement will continue to be in force beyond the Earliest Ordinary Termination Date in accordance with its Article 14.1;
•	The Parties agree to amend the Funding Agreement so as to align the duration of Appendix G "Costs Letter" to the Funding Agreement to the duration of the Funding Agreement.

NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

1. Article 10.2 of the Funding Agreement shall be deleted in its entirety and replaced with:

"10.2 The Parties agree, with the exception of unforeseeable circumstances, that an annual cap on Costs shall be provided for under the Costs Letter. The Costs Letter shall remain in force for the term of this Agreement."

2. Reference to "Earliest Ordinary Termination Date" in the second paragraph of Article 1 of Appendix D "Exit policy for the Contributions from ROP out of the JESSICA Holding Fund and winding-up provisions of the JESSICA Holding Fund" to the Funding Agreement will be replaced with the reference to "the termination of the Funding Agreement". 

3. Reference to "the initial three year period of the Funding Agreement" in Article 3 of Appendix E "Treasury Guidelines" to the Funding Agreement will be replaced with "the entire term of the Funding Agreement".

4. Appendix G "Costs Letter" to the Funding Agreement shall be amended as follows:

i.	Clause 1 shall be deleted in its entirety and replaced with:

"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 2014 or until the moment when the total initial contribution is expended, whichever date falls earlier."
	
ii.	Clause 5 shall be deleted in its entirety and replaced with:

"The Parties acknowledge and agree that the Costs which EIB shall be entitled to recover may not exceed, on a yearly average, for the term of the Funding Agreement, the cap of 1.35% of the total amounts contributed from time to time by MA ROP SV to the JESSICA Holding Fund (the “Costs Cap”). The amount representing the Costs Cap for the whole term of the Funding Agreement shall be held by EIB in accordance with Article 3 of Appendix E (“Treasury Guidelines”)."

5.   This Amendment to the Funding Agreement shall take effect retroactively as of 9 July 2013.

6. The provisions of the Funding Agreement 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.

7. This Amendment has been executed in three (3) originals in the English language and two (2) 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

__________________________		_______________________		
Eugenio Leanza				Arkadiusz Chęciński
Head of Division 				Member of the Voivodship Board
JESSICA and Investment Funds

__________________________		_______________________		     Stephen Sturmer                                           ……………………………..    
Head of Division				……………………………..
Legal Directorate