The World Bank 1818 H Street N.W. (202) 473-1000 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Washington, D.C. 20433 Cable Address: INTBAFRAD INTERNATIONAL DEVELOPMENT ASSOCIATION U.S.A. Cable Address: INDEVAS OFFICIAL DOCUMENTS June 19, 2019 H.E. M. Zied Ladhari Minister of Development, Investment and International Cooperation Ministry of Development, Investment and International Cooperation 98 Avenue Mohamed V Tunis, Belvedere Republic of Tunisia Excellency: Re: Republic of Tunisia - IBRD Loan 8519-TN (Road Transport Corridors Project) Additional Instructions: Second Restatement Disbursement I refer to the Loan Agreement between the International Bank for Reconstruction and Development (the "Bank") and the Republic of Tunisia (the "Borrower") for the above-referenced project, dated October 2, 2015. The Agreement provides that the Bank may issue additional instructions regarding the withdrawal of the proceeds of Loan 8519-TN ("Loan"). This letter ("Disbursement Letter"), as revised from time to time, constitutes the additional instructions. This Letter is the Second Restatement of the Disbursement Letter dated October 2, 2015 and its First Restatement dated June 22, 2016 for the above referenced project which is amended to: a) increase temporarily the Designated Account ceiling, (b) update Paragraphs II.(ii) Applications, II.(iii) Electronic Delivery, III.(ii) Supporting Documentation and IV. Other Important Information, (c) incorporate all relevant attachments as enclosed. It supersedes the original letter and its first restatement in their entirety. The Disbursement Guidelines for Investment Project Financing dated February 2017, ("Disbursement Guidelines") are available in the Bank's public website at https://www.worldbank.org and its secure website "Client Connection" at https://clientconnection.worldbank.org. The Disbursement Guidelines are an integral part of the Disbursement Letter, and the manner in which the provisions in the Disbursement Guidelines apply to the Grant and the Credit is specified below. Sections and subsections in parentheses below refer to the relevant sections and subsections in the Disbursement Guidelines and, unless otherwise defined in this letter, the capitalized terms used have the meanings ascribed to them in the Disbursement Guidelines. I. Disbursement Arrangements (i) Disbursement Methods (section 2). The following Disbursement Methods may be used under the Loan: * Reimbursement * Advance * Direct Payment * Special Commitment (ii) Disbursement Deadline Date (subsection 3.7). The Disbursement Deadline Date is 4 months after the Closing Date specified in the Loan Agreement. Any changes to this date will be notified by the Bank. (iii) Disbursement Conditions (subsection 3.8). Please refer to the Disbursement Condition(s) in the Loan Agreement. II. Withdrawal of Loan Proceeds (i) Authorized Signatures (subsection 3.1). An authorized signatory letter in the Form attached (Attachment 1) should be furnished to the World Bank at the address indicated below providing the name(s) and specimen signature(s) of the official(s) authorized to sign Applications: The World Bank 1818 H Street, NW Washington, DC 20433 Attention: Marie-Frangoise Marie-Nelly, Country Director for Tunisia (ii) Applications (subsections 3.2 - 3.3). All Withdrawal Applications and its supporting documentation will be electronically sent via the World Bank's web-based portal Client Connection. (iii) Electronic Delivery (subsection 3.4) The Borrower shall deliver Withdrawal Applications (with supporting documents) electronically through the World Bank's web-based portal "Client Connection" at https://clientconnection.worldbank.org. This option will be effected after the officials designated in writing by the who are authorized to sign and deliver Withdrawal Applications have registered as users of "Client Connection". The designated officials shall deliver Withdrawal Applications electronically by completing the Form 2380, which is accessible through "Client Connection". By signing the Authorized Signatory Letter, the Borrower confirms that it is authorizing such persons to accept Secure Identification Credentials (SIDC) and to deliver Withdrawal Applications and supporting documents to the Borrower by electronic means. The Borrower may exercise the option of preparing and delivering Withdrawal Applications in paper form on exceptional cases (including those where the Borrower encounters legal limitations), and which were previously agreed with the Borrower. (iv) Terms and Conditions of Use of SIDC to Process Applications. By designating officials to use SIDC and to deliver the Withdrawal Applications electronically, the Borrower confirms through the authorized signatory letter its agreement to: (a) abide by the Terms and Conditions of Use of Secure Identification Credentials in connection with Use of Electronic Means to Process Applications and Supporting Documentation ("Terms and Conditions of Use of Secure Identification Credentials") available in the World Bank's public website at https://worldbank.org and "Client Connection" and (b) to cause such official to abide by those terms and conditions. (v) Minimum Value of Applications (subsection 3.5). The Minimum Value of Direct Payment, Reimbursement and Special Commitment Issuance Applications is 20 percent of the Designated Account Advance. (vi) Advance (sections 5 and 6). * Type of Designated Account (subsection 5.3): Segregated * Currency of Designated Account (subsection 5.4): Euro * Financial Institution at which the Designated Account Will Be Opened (subsection 5.5): Banque Centrale de Tunisie * Ceiling (subsection 6.1): EUR 15,000,000. The ceiling can be temporarily increased to EUR 35,000,000 for a maximum period of 6 months at the request of the Borrower, and with the Task Team's approval. III. Reporting on Use of Loan Proceeds (i) Supporting Documentation (section 4). Supporting documentation should be provided with each application for withdrawal as set out below: * For requests for Reimbursement and reporting of expenditures paid from the Designated Account: o Statement of Expenditure in the form attached (Attachment 2) * For requests for Direct Payment: records evidencing eligible expenditures, e.g., copies of receipts, supplier invoices (ii) Frequency of Reporting Eligible Expenditures Paid from the Designated Account (subsection 6.3): Monthly (iii) Other Supporting Documentation Instructions All replenishment requests to the Designated Account need to be submitted with a Designated Account Reconciliation Statement (Attachment 3). IV. Other Important Information For additional information on disbursement arrangements, please refer to the Disbursement Handbook available on the World Bank's public website at https://www.worldbank.org and its secure website "Client Connection" at https://clientconnection.worldbank.org. The World Bank recommends that you register as a user of "Client Connection". From this website you will be able to prepare and deliver Withdrawal Applications, monitor the near real-time status of the Loan, and retrieve related policy, financial, and procurement information. For more information about the website and registration arrangements, or if you have any queries in relation to the above, please contact the World Bank by email at askloans(p@worldbank.org. Yours sincerely, nc Ranjeva Finance Officer Middle East and North Africa Region Attachments 1. Form for Authorized Signatures 2. Form of "Statement of Expenditure" 3. Form of Designated Account Reconciliation Statement Cc with copies: Son Excellence Monsieur Ridha Chalghoum Ministre de l'Economie et des Finances Minist6re de l'Economie et des Finances Tunis, Tunisie (Transmission par t616copie : 216 71 572 390) Son Excellence Monsieur Noureddine Selmi Ministre de l'Equipment, de l'Habitat et de l'Am6nagement du Territoire Minist&re de l'Equipement, Am6nagement du Territoire et D6veloppement durable Tunis, Tunisie (Transmission par t616copie : 216 71 286 142) Son Excellence Monsieur Hichem Ben Ahmed Ministre du Transport Minist&re du Transport Tunis, Tunisie (Transmission par t616copie : 216 71 772 110) (Transmission par courrier 6lectronique : mtr@ministeres.tn) Monsieur Moncef Selilti Chef de Cabinet Ministère de l'Equipement, Aménagement du Territoire et Développement durable Tunis, Tunisie (Transmission par télécopie : +216 71 286 6142) Monsieur Zouari Slah Directeur Général de Ponts et Chaussées Ministère de l'Equipement, Aménagement du Territoire et Développement durable Tunis, Tunisie (Transmission par télécopie: (216) 71 767 062) (Transmission par courrier électronique: dgpc@mehat.gov.tn) Madame Hamzaoui Kalthoum Directrice Générale de la Coopération Multilatérale Secrétariat d'Etat Chargé du Développement et de la Coopération internationale Tunis, Tunisie (Transmission par télécopie: 216-71-799-069 ou k.hamzaoui@mdci.gov.tn) Madame Mounira Yahyaoui Directrice Générale de la planification et des études Ministère du Transport Tunis, Tunisie (Transmission par courrier électronique mounira.yahyaouikaffef@mt.gov.tn) Attachment 1 Form of Authorized Signatory Letter [Letterhead] Minister of Development, Investment and International Cooperation Ministry of Development, Investment and International Cooperation 98 Avenue Mohamed V Tunis, Belvedere Republic of Tunisia [DATE] The World Bank 1818 H Street, N.W. Washington, D.C. 20433 United States of America Attention: [Country Director] Re: Loan No. -_ ( Project) I refer to the Loan Agreement between the International Bank for Reconstruction and Development (the "Bank") and the Republic of Tunisia (the "Borrower") for the above- referenced project, dated. October 2, 2015, providing the above Loan. For the purposes of Section 2.03 of the General Conditions as defined in the Agreement, any '[one] of the persons whose authenticated specimen signatures appear below is authorized on behalf of the Borrower to sign applications for withdrawal [and applications for a special commitment]2 under this Loan. For the purpose of delivering Applications to the Bank, 3[each] of the persons whose authenticated specimen signatures appears below is authorized on behalf of the Borrower, acting 4[individually] 5[jointly], to deliver Applications, and evidence in support thereof on the terms and conditions specified by the Bank. 6[This confirms that the Borrower is authorizing such persons to accept Secure Identification Credentials (SIDC) and to deliver the Applications and supporting documents to Instruction to the Borrower: Stipulate if more than one person needs to sign Applications, and how many or which positions, and if any thresholds apply. Please delete this footnote in final letter that is sent to the Bank. 2 Instruction to the Borrower: Stipulate the type of Application to be signed by the Designated Authorized Signatory. Please delete this footnote in final letter that is sent to the Bank. I Instruction to the Borrower: Stipulate if more than one person needs to jointly sign Applications, if so, please indicate the actual number. Please delete this footnote in final letter that is sent to the Bank. I Instruction to the Borrower: Use this bracket if any one of the authorized persons may sign; if this is not applicable, please delete. Please delete this footnote infinal letter that is sent to the Bank. s Instruction to the Borrower: Use this bracket only if several individuals must jointly sign each Application; if this is not applicable, please delete. Please delete this footnote infinal letter that is sent to the Bank. the Bank by electronic means. In full recognition that the Bank shall rely upon such representations and warranties, including without limitation, the representations and warranties contained in the Terms and Conditions of Use of Secure Identification Credentials in connection with Use of Electronic Means to Process Applications and Supporting Documentation ("Terms and Conditions of Use of SIDC"), the Borrower represents and warrants to the Bank that it will cause such persons to abide by those terms and conditions.] This Authorization replaces and supersedes any Authorization currently in the Bank records with respect to this Agreement. [Name], [position] Specimen Signature: [Name], [position] Specimen Signature: [Name], [position] Specimen Signature: Yours truly, / signed / [Position] 6 Instruction to the Borrower: Add this paragraph if the Borrower wishes to authorize the listed persons to accept Secure Identification Credentials and to deliver Applications by electronic means; if this is not applicable, please delete the paragraph. Please delete this footnote in final letter that is sent to the Bank. Attachment 4 Attachment 2: Statement of Expenditures (SOE) Payments made during the period from to Loan No.: Application No.: Category No.: SOE No.: 1 2 3 4 5 6 7 8 9 10 11 krticle Supplier's Name Type of Good or Service Currency and Currency and % Financed Amount Currency and Exchange Date of Remarks (CW/GO/CS/OP/TR) / Total Total Amount of by Eligible for Amount Paid Rate Payment Brief Description Amount of Invoice Covered IBRD/IDA/TF Financing (5 x from Contract by Application 6) Designated Account (if Applicable) TOTALS1 Supporting documents for this SOE retained at (location) Attachment 3 DESIGNATED ACCOUNT RECONCILIATION STATEMENT LOAN/CREDIT/PPF/COFINANCIER NUMBER ACCOUNT NUMBER WITH (BANK) I. TOTAL ADVANCED BY WORLD BANK (OR COFINANCIER) 2 LESS: TOTAL AMOUNT RECOVERED BY WORLD BANK - 3. EQUALS PRESENT OUTSTANDING AMOUNT ADVANCED TO THE DESIGNATED ACCOUNT (NUMBER I LESS NUMBER 2) = 4. BALANCE OF SPECIAL ACCOUNT PER ATTACHED BANK STATEMENT AS OF DATE 5. PLUS: TOTAL AMOUNT CLAIMED IN THIS APPLICATION NO. + 6. PLUS: TOTAL AMOUNT WITHDRAWN AND NOT YET CLAIMED REASON: + 7. PLUS: AMOUNTS CLAIMED IN PREVIOUS APPLICATIONS NOT YET CREDITED AT DATE OF BANK STATEMENTS APPLICATION NO. AMOUNT * SUBTOTAL OF PREVIOUS APPLICATIONS NOT YET CREDITED + 8. MINUS: INTEREST EARNED -_* 9. TOTAL ADVANCE ACCOUNTED FOR (NO. 4 THROUGH NO. 9) = 10. EXPLANATION OF ANY DIFFERENCE BETWEEN THE TOTALS APPEARING ON LINES 3 AND 9: 11. DATE: SIGNATURE: TITLE: