OFFICIAL DOCUMENTS LOAN NUMBER 8644-TN Loan Agreement (Additional Financing for the Northern Tunis Wastewater Project) between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT and OFFICE NATIONAL DE L'ASSAINISSEMENT Dated November 30, 2016 LOAN NUMBER 8644-TN LOAN AGREEMENT AGREEMENT dated November 30, 2016, between INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank") and OFFICE NATIONAL DE L'ASSAINISSEMENT ("Borrower") for the purpose of providing additional financing for the Original Project (as defined in the Appendix to this Agreement). The Borrower and the Bank hereby agree as follows: ARTICLE I - GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to this Agreement) constitute an integral part of this Agreement. 1.02. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the General Conditions or in the Appendix to this Agreement. ARTICLE II- LOAN 2.01. The Bank agrees to lend to the Borrower, on the terms and conditions set forth or referred to in this Agreement, the amount of sixteen million two hundred thousand Euros (E16,200,000), as such amount may be converted from time to time through a Currency Conversion in accordance with the provisions of Section 2.08 of this Agreement ("Loan"), to assist in financing the project described in Schedule I to this Agreement ("Project"). 2.02. The Borrower may withdraw the proceeds of the Loan in accordance with Section IV of Schedule 2 to this Agreement. 2.03. The Front-end Fee payable by the Borrower shall be equal to one quarter of one percent (0.25%) of the Loan amount. 2.04. The Commitment Charge payable by the Borrower shall be equal to one quarter of one percent (0.25%) per annum on the Unwithdrawn Loan Balance. 2.05. The interest payable by the Borrower for each Interest Period shall be at a rate equal to the Reference Rate for the Loan Currency plus the Variable Spread; provided, that upon a Conversion of all or any portion of the principal amount of the Loan, the interest payable by the Borrower during the Conversion Period on such amount shall be determined in accordance with the relevant provisions of Article IV of the General Conditions. Notwithstanding the foregoing, if any amount of the Withdrawn Loan Balance remains unpaid when due and such non-payment continues for a period of thirty days, then the interest payable by the Borrower shall instead be calculated as provided in Section 3.02 (e) of the General Conditions. -2- 2.06. The Payment Dates are April 1 and October 1 in each year. 2.07. The principal amount of the Loan shall be repaid in accordance with the provisions of Schedule 3 to this Agreement. 2.08. (a) The Borrower may at any time request any of the following Conversions of the terms of the Loan in order to facilitate prudent debt management: (i) a change of the Loan Currency of all or any portion of the principal amount of the Loan, withdrawn or unwithdrawn, to an Approved Currency; (ii) a change of the interest rate basis applicable to: (A) all or any portion of the principal amount of the Loan withdrawn and outstanding from a Variable Rate to a Fixed Rate, or vice versa; or (B) all or any portion of the principal amount of the Loan withdrawn and outstanding from a Variable Rate based on a Reference Rate and the Variable Spread to a Variable Rate based on a Fixed Reference Rate and the Variable Spread, or vice versa; or (C) all of the principal amount of the Loan withdrawn and outstanding from a Variable Rate based on a Variable Spread to a Variable Rate based on a Fixed Spread; and (iii) the setting of limits on the Variable Rate or the Reference Rate applicable to all or any portion of the principal amount of the Loan withdrawn and outstanding by the establishment of an Interest Rate Cap or Interest Rate Collar on the Variable Rate or the Reference Rate. (b) Any conversion requested pursuant to paragraph (a) of this Section that is accepted by the Bank shall be considered a "Conversion", as defined in the General Conditions, and shall be effected in accordance with the provisions of Article IV of the General Conditions and of the Conversion Guidelines. ARTICLE III - PROJECT 3.01. The Borrower declares its commitment to the objective of the Project. To this end, the Borrower shall carry out the Project in accordance with the provisions of Article V of the General Conditions. 3.02. Without limitation upon the provisions of Section 3.01 of this Agreement, and except as the Borrower and the Bank shall otherwise agree, the Borrower shall ensure that the Project is carried out in accordance with the provisions of Schedule 2 to this Agreement. ARTICLE IV - REMEDIES OF THE BANK 4.01. The Additional Event of Suspension consists of the following, namely that the Basic Legislation has been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the Borrower's ability to perform any of its obligations under this Agreement. 4.02. The Additional Event of Acceleration consists of the following, namely that the event specified in Section 4.01 of this Agreement occurs. -3- ARTICLE V - TERMINATION 5.01. The Effectiveness Deadline is the date one hundred and twenty (120) days after the date of this Agreement. ARTICLE VI- REPRESENTATIVE; ADDRESSES 6.01. The Borrower's Representative is the President-Director-General of the Borrower. 6.02. The Borrower's Address is: Office National de l'Assainissement 32, rue Hedi Nouira 1023 Tunis Republic of Tunisia Facsimile: 216 71350411 6.03. The Bank's Address is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: Facsimile: INTBAFRAD 248423(MCI) or 1-202-477-6391 Washington, D.C. 64145(MCI) -4- AGREED at Tunis, Republic of Tunisia, as of the day and year first above written. INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By Athorized Representative Name: Marie Frangoise Marie-Nelly Title: Director of Operations OFFICE NATIONAL DE L'ASSAINISSEMENT By Authorized Representative Name: Habib Omrane Title: Pr6sident-Directeur G6n6ral -5- SCHEDULE 1 Project Description The objective of the Project is to provide an environmentally safe disposal system for the treated wastewater in the North of Tunis and increase availability for its reuse in the Project Area. The Project consists of the following parts: Part A: Transfer of Treated Wastewater (TWW) to Increase Availibility for its Reuse 1. Installation of two (2) parallel pipelines to convey TWW from the current discharge point at the El Khelij Canal in the Project Area and along an existing road to a storage and regulation basin, and provision of technical assistance for the supervision of the said installation. 2. Construction of a two-compartment basin for storage of TWW, and provision of technical assistance for the supervision of the said construction. 3. Strengthening the coordination mechanisms among stakeholders involved in wastewater reuse, including through designing and developing a reuse pilot in the Project Area, related dissemination activities, training, and provision of technical assistance for the supervision of said pilot. 4. Provision of equipment necessary to ensure the quality operation and appropriate maintenance of the pipelines and basin installed under this Part A of the Project. Part B: Improvement of the Discharge of TWW in the Mediterranean Sea Construction of infrastructure for the discharge of TWW in the Mediterranean Sea, including through: 1. Construction of a pumping station and installation of one (1) pressure pipeline to convey TWW, following the north bank of the El Hissibne Oued in the Project Area to the location of the submarine outfall referred to in paragraph 2 below. 2. Construction of a submarine outfall in the Mediterranean Sea of approximately six (6) kilometers in length to discharge TWW at a depth of approximately twenty (20) meters. 3. Conducting a detailed review of the design of the submarine outfall and provision of technical assistance for the supervision of its construction. Part C: Monitoring and Capacity Strengthening I. Strengthening the environmental monitoring systems in the Project Area. 2. Designing and implementing capacity-building activities, including the development of an information system for water and sanitation customer management and billing, a financial modeling tool, and carrying out of other institutional strengthening activities. -6- 3. Preparing detailed designs for a submarine outfall in the south of Tunis for the discharge of wastewater and a new wastewater treatment plant in the north of Tunis. -7- SCHEDULE 2 Project Execution Section I. Implementation Arrangements A. Institutional Arrangements The Borrower shall, until the completion of the Project, ensure that it maintains at all times staff and financial resources appropriate for Project implementation. B. Anti-Corruption The Borrower shall ensure that the Project is carried out in accordance with the provisions of the Anti-Corruption Guidelines. C. Safeguards The Borrower shall: (a) implement the Project in accordance with the ESIA, the EMP, and the LAP, and shall not amend, suspend, abrogate, repeal or waive any provision of the ESIA, the EMP, and the LAP, without the prior written approval of the Bank and subject to compliance with applicable consultation and public disclosure requirements of the Bank; and (b) ensure that adequate information on the implementation of the ESIA, the EMP, and the LAP is suitably included in the Project Reports referred to in Section II.A of this Schedule, including details of: (i) measures taken in furtherance of the ESIA, the EMP, and the LAP; (ii) conditions, if any, which interfere or threaten to interfere with the smooth implementation of the ESIA, the EMP, and the LAP; and (iii) remedial measures taken or required to be taken to address such conditions. 2. The Borrower shall ensure that all measures identified and described in the ESIA, the EMP, and the LAP are taken in a timely manner. 3. Without limitation on the foregoing, the Borrower shall: (a) prior to commencing civil works for any activity under the Project, and when required under the ESIA and EMP, carry out specific public consultation in form and in substance satisfactory to the Bank; and (b) take all measures necessary and within its control to ensure that all processes related to the implementation of the LAP, including any dispute resolution processes related to the acquisition of land for the Project and the payment of compensation, shall be carried out and completed in an efficient and timely manner and satisfactory to the Bank. 4. In the event that any provision of the ESIA, the EMP or the LAP shall conflict with any provision under this Agreement, the terms of this Agreement shall prevail. 5. The Borrower shall ensure that all terms of reference for any technical assistance and studies to be carried out under the Project are prepared in form and substance satisfactory -8- to the Bank and taking into account appropriate environmental and social safeguards measures. Section II. Proeect Monitoring Reporting and Evaluation A. Project Reports The Borrower shall monitor and evaluate the progress of the Project and prepare Project Reports in accordance with the provisions of Section 5.08 of the General Conditions and on the basis of indicators acceptable to the Bank. Each Project Report shall cover the period of one (1) calendar semester, and shall be furnished to the Bank not later than one (1) month after the end of the period covered by such report. B. Financial Management, Financial Reports and Audits 1. The Borrower shall maintain or cause to be maintained a financial management system in accordance with the provisions of Section 5.09 of the General Conditions. 2. The Borrower shall prepare and furnish to the Bank not later than forty-five (45) days after the end of each calendar semester, interim unaudited financial reports for the Project covering the semester, in form and substance satisfactory to the Bank. 3. The Borrower shall have its Financial Statements audited in accordance with the provisions of Section 5.09 (b) of the General Conditions. In addition, the Borrower shall have its financial statements reflecting its general operations and its financial condition (the "General Financial Statements") prepared in accordance with consistently applied accounting standards acceptable to the Bank, and audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank. Each audit of the Financial Statements and the General Financial Statements shall cover the period of one (1) fiscal year of the Borrower. The audited Financial Statements and the audited General Financial Statements for each such period shall be furnished to the Bank not later than six (6) months after the end of such period. Section III. Procurement A. General 1. Goods and Works. All goods and works required for the Project and to be financed out of the proceeds of the Loan shall be procured in accordance with the requirements set forth or referred to in Section I of the Procurement Guidelines, and with the provisions of this Section. 2. Consultants' Services. All consultants' services required for the Project and to be financed out of the proceeds of the Loan shall be procured in accordance with the -9- requirements set forth or referred to in Sections I and IV of the Consultant Guidelines and with the provisions of this Section. 3. Definitions. The capitalized terms used below in this Section to describe particular procurement methods or methods of review by the Bank of particular contracts refer to the corresponding method described in Sections II and III of the Procurement Guidelines, or Sections II, III, IV and V of the Consultant Guidelines, as the case may be. B. Particular Methods of Procurement of Goods and Works 1 . International Competitive Bidding. Except as otherwise provided in paragraph 2 below, goods and works shall be procured under contracts awarded on the basis of International Competitive Bidding. 2. Other Methods of Procurement of Goods and Works. The following methods, other than International Competitive Bidding, may be used for procurement of goods and works for those contracts specified in the Procurement Plan (a) National Competitive Bidding, subject to the following additional provisions: (i) in the case of contracts financed or to be financed, in whole or in part, out of the proceeds of the Loan, and for which the invitation to bid will be issued on or after the date of this Agreement: (A) the eligibility of bidders shall be as defined under Section I of the Procurement Guidelines; accordingly, no bidder or potential bidder shall be declared ineligible for reasons other than those provided in Section I of the Procurement Guidelines; (B) no foreign bidder shall be required to submit a bid in association with domestic firms as a condition for bidding; (C) the bidding documents shall clearly set out the bid evaluation process, the award criteria and the bidders' qualification criteria; (D) bidding opportunities shall be advertised with not less than thirty (30) days for bid preparation; (E) technical and financial bids shall always be publicly and simultaneously opened, and such public bid opening shall take place immediately or closely after the deadline for submission of bids. No evaluation of bids shall take place at the bid public opening session; -10- (F) prior to issuing the first call for bids, a draft standard bidding document to be used under National Competitive Bidding must be submitted to, and found acceptable by, the Bank; (G) the procedures shall include publication of evaluation results and of the details of the contract awarded; (H) bids shall be evaluated based on price and on other criteria disclosed in the bidding documents and quantified in monetary terms, and no domestic preference or any other kind of preferential treatment for national companies or for goods of national origin shall be applied. The verification of the compliance of bids to the technical requirements set forth in the bidding documents shall not be limited to the technical offer of the bidder which has offered the lowest price; (I) the contract shall be awarded to the qualified bidder having submitted the lowest evaluated responsive bid, and no negotiation shall take place; and (J) each bidding document and contract shall include provisions stating the Bank's policy to sanction firms or individuals which have engaged in fraud and corruption as set forth in the Procurement Guidelines as well as the Bank's right to inspection and audit. (ii) in the case of contracts financed or to be financed, in whole or in part, out of the proceeds of the Loan, and for which the invitation to bid was issued prior to the date of this Agreement: (A) the bidding document clearly explains the bid evaluation, award criteria and bidder qualification criteria; (B) any bidder registered in an eligible country, as defined in paragraphs 1.6 to 1.8 of the Procurement Guidelines will be eligible to bid; therefore no restriction based on nationality of bidders or origin of goods shall apply and foreign bidders shall not be subject to any unjustified requirement which will affect their ability to bid; (C) government-owned enterprises in the Borrower's country may participate only if they can establish that they: (1) are legally and financially autonomous; (2) operate under commercial law, and (3) are independent from contracting entity; -11- (D) bidders will be allowed to deliver their bids by mail or by hand before the expiration of the deadline for submitting bids; (E) technical and financial envelopes are submitted together and opened in public, simultaneously during a unique session open to the public for works, goods and non-consultant services; amounts shall be read aloud during the public session; bidders or their representatives are authorized to attend the bid opening session. The date, time and place for bid opening shall be announced in the invitation to bid; this date and time shall be the same as for the deadline for receipt of bids or immediately thereafter; (F) bids are evaluated on price and any other criteria disclosed in the bidding documents and quantified in monetary terms and contracts are awarded to the qualified bidder having submitted the lowest evaluated responsive bid, and price shall not be negotiated with the lowest evaluated bidder except under the provisions stated in paragraph 2.63 of the Procurement Guidelines; (G) procedures will include the publication of the evaluation results, the contract award and provision for bidders to protest; (H) if foreign firms wish to participate, they shall be allowed to do so and no provision for preferential treatment of national firms or mandatory association with a national firm or prior registration in the country of the Borrower shall be applied; (I) prior to issuing the first call for bids, a draft standard bidding document to be used under National Competitive Bidding procurement must be submitted to and found acceptable by the Bank; and (J) each bidding document and contract for goods and works to be financed from the proceeds of the Loan shall provide that the supplier, contractor and subcontractor shall permit the Bank, at its request, to inspect their accounts and records relating to the bid submission and performance of the contract, and to have said accounts and records audited by auditors appointed by the Bank. The deliberate and material violation by the supplier, contractor or subcontractor of such provision may amount to obstructive practice. -12- (b) Direct Contracting C. Particular Methods of Procurement of Consultants' Services 1. Quality- and Cost-based Selection. Except as otherwise provided in paragraph 2 below, consultants' services shall be procured under contracts awarded on the basis of Quality- and Cost-based Selection. 2. Other Methods of Procurement of Consultants' Services. The following methods, other than Quality and Cost-based Selection, may be used for procurement of consultants' services for those contracts which are specified in the Procurement Plan: (a) Quality-based Selection (b) Selection under a Fixed Budget (c) Least Cost Selection (d) Selection based on Consultants' Qualifications (e) Single-source Selection of consulting firms (f) Procedures set forth in paragraphs 5.2 and 5.3 of the Consultant Guidelines for the Selection of Individual Consultants (g) Single-source procedures for the Selection of Individual Consultants D. Review by the Bank of Procurement Decisions The Procurement Plan shall set forth those contracts which shall be subject to the Bank's Prior Review. All other contracts shall be subject to Post Review by the Bank. Section IV. Withdrawal of Loan Proceeds A. General 1. The Borrower may withdraw the proceeds of the Loan in accordance with the provisions of Article II of the General Conditions, this Section, and such additional instructions as the Bank shall specify by notice to the Borrower (including the "World Bank Disbursement Guidelines for Projects" dated May 2006, as revised from time to time by the Bank and as made applicable to this Agreement pursuant to such instructions), to finance Eligible Expenditures as set forth in the table in paragraph 2 below. -13- 2. The following table specifies the categories of Eligible Expenditures that may be financed out of the proceeds of the Loan ("Category"), the allocation of the amounts of the Loan to each Category, and the percentage of expenditures to be financed for Eligible Expenditures in each Category. Category Amount of the Loan Percentage of Expenditures Allocated to be financed (expressed in EUR) (exclusive of Taxes) (1) Goods, works, and 16,159,500 100% consultants' services for the Project (2) Front-end Fee 40,500 Amount payable pursuant to Section 2.03 of this Agreement in accordance with Section 2.07 (b) of the General Conditions TOTAL AMOUNT 16,200,000 B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A of this Section, no withdrawal shall be made for payments made prior to the date of this Agreement. 2. The Closing Date is December 31, 2019. Section V. Other Undertakings 1. (a) Except as the Bank shall otherwise agree, the Borrower shall maintain, for each of its full fiscal years occurring during the period of implementation of the Project a ratio of total operating revenues to total operating expenses of not less than 0.96. (b) The Borrower shall, by December 31 each year, for each full fiscal year occurring during the period of implementation of the Project: (i) review whether it will meet the requirements set forth in paragraph (a) in respect of such year and the next following fiscal year; and (ii) furnish to the Bank a report, in form and substance satisfactory to the Bank, setting forth: (A) the results of such review, and (B) the actual ratio of total operating revenues to total operating expenses maintained for the preceding fiscal year. (c) If any such review referred to in paragraph (b)(i) immediately above shows that the Borrower would not meet the requirements set forth in paragraph (a) for the Borrower's fiscal years covered by such review, the Borrower shall promptly take all necessary measures (including, without limitation, adjustments of the structure or levels of its rates) in order to meet such requirements. -14- (d) For the purposes of this Section: (i) The term "total operating expenses" means all expenses related to operations, including administration, adequate maintenance, taxes and payments in lieu of taxes, and excluding depreciation and other non- operating expenditures. (ii) The term "total operating revenues" means revenues from all sources related to operations. 2. (a) Except as the Bank shall otherwise agree, the Borrower shall maintain, for each of its full fiscal years occurring during the period of implementation of the Project a ratio of current assets to current liabilities of not less than 0.57. (b) The Borrower shall, by December 31 each year, for each full fiscal year occurring during the period of implementation of the Project: (i) review whether it will meet the requirements set forth in paragraph (a) in respect of such year and the next following fiscal year; and (ii) furnish to the Bank a report, in form and substance satisfactory to the Bank, setting forth: (A) the results of such review, and (B) the actual ratio of current assets to current liabilities maintained for the preceding fiscal year. (c) If any such review referred to in paragraph (b)(i) immediately above shows that the Borrower would not meet the requirements set forth in paragraph (a) for the Borrower's fiscal years covered by such review, the Borrower shall promptly take all necessary measures (including, without limitation, adjustments of the structure or levels of its rates ) in order to meet such requirements. (d) For the purposes of this Section: (i) The term "current assets" means cash, all assets which could in the ordinary course of business be converted into cash within twelve (12) months, including accounts receivable, marketable securities, inventories and pre-paid expenses properly chargeable to operating expenses within the next fiscal year. (ii) The term "current liabilities" means all liabilities which will become due and payable or could under circumstances then existing be called for payment within twelve (12) months, including accounts payable, customer advances, debt service requirements, taxes and payments in lieu of taxes, and dividends. -15- (iii) The term "debt service requirements" means the aggregate amount of repayments (including sinking fund payments, if any) of, and interest and other charges on, debt. (iv) Whenever for the purposes of this Section it shall be necessary to value, in terms of the currency of the Guarantor, debt payable in another currency, such valuation shall be made on the basis of the prevailing lawful rate of exchange at which such other currency is, at the time of such valuation, obtainable for the purposes of servicing such debt, or, in the absence of such rate, on the basis of a rate of exchange acceptable to the Bank. -16- SCHEDULE 3 Amortization Schedule 1. The following table sets forth the Principal Payment Dates of the Loan and the percentage of the total principal amount of the Loan payable on each Principal Payment Date ("Installment Share"). If the proceeds of the Loan have been fully withdrawn as of the first Principal Payment Date, the principal amount of the Loan repayable by the Borrower on each Principal Payment Date shall be determined by the Bank by multiplying: (a) Withdrawn Loan Balance as of the first Principal Payment Date; by (b) the Installment Share for each Principal Payment Date, such repayable amount to be adjusted, as necessary, to deduct any amounts referred to in paragraph 4 of this Schedule, to which a Currency Conversion applies. Principal Payment Date Installment Share (Expressed as a Percentage) On each April 1 and October 1 Beginning October 1, 2021, 2.50% through April 1, 2041 2. If the proceeds of the Loan have not been fully withdrawn as of the first Principal Payment Date, the principal amount of the Loan repayable by the Borrower on each Principal Payment Date shall be determined as follows: (a) To the extent that any proceeds of the Loan have been withdrawn as of the first Principal Payment Date, the Borrower shall repay the Withdrawn Loan Balance as of such date in accordance with paragraph I of this Schedule. (b) Any amount withdrawn after the first Principal Payment Date shall be repaid on each Principal Payment Date falling after the date of such withdrawal in amounts determined by the Bank by multiplying the amount of each such withdrawal by a fraction, the numerator of which is the original Installment Share specified in the table in paragraph I of this Schedule for said Principal Payment Date ("Original Installment Share") and the denominator of which is the sum of all remaining Original Installment Shares for Principal Payment Dates falling on or after such date, such amounts repayable to be adjusted, as necessary, to deduct any amounts referred to in paragraph 4 of this Schedule, to which a Currency Conversion applies. 3. (a) Amounts of the Loan withdrawn within two calendar months prior to any Principal Payment Date shall, for the purposes solely of calculating the principal amounts payable on any Principal Payment Date, be treated as withdrawn and outstanding on the second Principal Payment Date following the date of withdrawal and shall be repayable on each Principal Payment Date commencing with the second Principal Payment Date following the date of withdrawal. -17- (b) Notwithstanding the provisions of sub-paragraph (a) of this paragraph, if at any time the Bank adopts a due date billing system under which invoices are issued on or after the respective Principal Payment Date, the provisions of such sub- paragraph shall no longer apply to any withdrawals made after the adoption of such billing system. 4. Notwithstanding the provisions of paragraphs 1 and 2 of this Schedule, upon a Currency Conversion of all or any portion of the Withdrawn Loan Balance to an Approved Currency, the amount so converted in the Approved Currency that is repayable on any Principal Payment Date occurring during the Conversion Period, shall be determined by the Bank by multiplying such amount in its currency of denomination immediately prior to the Conversion by either: (i) the exchange rate that reflects the amounts of principal in the Approved Currency payable by the Bank under the Currency Hedge Transaction relating to the Conversion; or (ii) if the Bank so determines in accordance with the Conversion Guidelines, the exchange rate component of the Screen Rate. 5. If the Withdrawn Loan Balance is denominated in more than one Loan Currency, the provisions of this Schedule shall apply separately to the amount denominated in each Loan Currency, so as to produce a separate amortization schedule for each such amount. -18- APPENDIX Section I. Definitions 1. "Affected Person" means a person who as a result of: (a) the involuntary taking of land under the Project is affected in any of the following ways: (i) relocation or loss of shelter; (ii) loss of assets or access to assets; or (iii) loss of income sources or means of livelihood, whether or not the affected person must move to another location; or (b) the involuntary restriction of access to legally designated parks and protected areas suffers adverse impacts on his or her livelihood. 2. "Anti-Corruption Guidelines" means: (a) except as provided in subparagraph (b) below, the "Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants", dated October 15, 2006, and revised in January 2011; and (b) in the case of contracts financed or to be financed, in whole or in part, out of the proceeds of the Loan, and for which the invitation to bid was issued prior to the date of this Agreement, the "Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants", dated October 15, 2006. 3. "Basic Legislation" means the Guarantor's Law No. 74-73, dated August 3, 1974, as amended and completed by the Guarantor's Law No. 93-41, dated April 19, 1993, pursuant to which the Borrower has been established and is operating as an industrial and commercial public institution. 4. "Category" means a category set forth in the table in Section IV of Schedule 2 to this Agreement. 5. "Consultant Guidelines" means: (a) except as provided in subparagraph (b) below, the "Guidelines: Selection and Employment of Consultants under IBRD Loans and IDA Credits and Grants by World Bank Borrowers" dated January 2011 (revised July 2014); and (b) in the case of contracts financed or to be financed, in whole or in part, out of the proceeds of the Loan, and for which the invitation to bid was issued prior to the date of this Agreement, "Guidelines: Selection and Employment of Consultants by World Bank Borrowers" published by the Bank in May 2004 and revised in October 2006. 6. "EMP" means the Environmental Management Plan, dated April 30, 2010, and revised and re-disclosed in the Borrower's territory on March 10, 2015, and in the Bank's InfoShop on March 11, 2015, duly adopted by the Borrower, included in the ESIA, which sets out the environmental mitigation and protection measures in respect of the carrying out of the Project, as well as the administrative and monitoring arrangements to ensure the implementation of said measures, as the same may be amended from time to time with the prior written approval of the Bank. 7. "ESIA" means the environmental and social impact assessment, acceptable to the Bank, prepared by the Borrower, dated April 30, 2010, and revised and re-disclosed in the -19- Borrower's territory on March 10, 2015, and in the Bank's InfoShop on March 11, 2015, evaluating the environmental and social impact of the Project and setting forth, through the EMP, the mitigating, compensating and monitoring measures for the Project, as the same may be amended from time to time with the prior written approval of the Bank. 8. "General Conditions" means the "International Bank for Reconstruction and Development General Conditions for Loans", dated March 12, 2012, with the modifications set forth in Section II of this Appendix. 9. "Guarantee Agreement" means the agreement between the Guarantor and the Bank of even date herewith, as the same may be amended from time to time and such term includes all schedules and agreements supplemental to the Guarantee Agreement. 10. "Guarantor" means the Republic of Tunisia. 11. "LAP" means the Land Acquisition Plan dated April 30, 2010, duly adopted by the Borrower, for the carrying out of land acquisition activities under the Project, which Plan identifies the Project sites requiring land acquisition and sets forth the procedures to be followed in the carrying out of said activities, as such Plan may be amended from time to time with the prior written approval of the Bank. 12. "Original Loan" means the loan provided by the Bank to the Borrower pursuant to the Original Loan Agreement. 13. "Original Loan Agreement" means the loan agreement for a Northern Tunis Wastewater Project between the Borrower and the Bank, dated October 7, 2010, as amended to the date of this Agreement (Loan No. 7917-TN). "Original Loan Agreement" includes all appendices, schedules and agreements supplemental to the Original Loan Agreement. 14. "Original Project" means the Project described in Schedule I to the Original Loan Agreement. 15. "Procurement Guidelines" means (a) except as provided in subparagraph (b) below, the "Guidelines: Procurement of Goods, Works and Non-consulting Services under IBRD Loans and IDA Credits and Grants by World Bank Borrowers" dated January 2011 (revised July 2014); and (b) in the case of contracts financed or to be financed, in whole or in part, out of the proceeds of the Loan, and for which the invitation to bid was issued prior to the date of this Loan Agreement, "Guidelines: Procurement under 1BRD Loans and IDA Credits" published by the Bank in May 2004 and revised in October 2006. 16. "Procurement Plan" means the Borrower's procurement plan for the Project, dated July 21, 2016, and referred to in paragraph 1.18 of the Procurement Guidelines and paragraph 1.25 of the Consultant Guidelines, as the same shall be updated from time to time in accordance with the provisions of said paragraphs. -20- 17. "Project Area" means a part of the Guarantor's geographical territory consisting of the Governorates of Tunis, Ariana, Manouba and Ben Arous and the maritime waters adjacent to the Governorates of Tunis, Ariana and Ben Arous extending up to twelve (12) nautical miles and comprising the Guarantor's territorial waters. 18. "TWW" means treated wastewater. Section II. Modifications to the General Conditions The General Conditions are hereby modified as follows: 1. In the Table of Contents, the references to Sections, Section names and Section numbers are modified to reflect the modifications set forth in the paragraphs below. 2. Section 3.01. (Front-end Fee) is modified to read as follows: "Section 3.01. Front-end Fee; Commitment Charge (a) The Borrower shall pay the Bank a front-end fee on the Loan amount at the rate specified in the Loan Agreement (the "Front-end Fee"). (b) The Borrower shall pay the Bank a commitment charge on the Unwithdrawn Loan Balance at the rate specified in the Loan Agreement (the "Commitment Charge"). The Commitment Charge shall accrue from a date sixty days after the date of the Loan Agreement to the respective dates on which amounts are withdrawn by the Borrower from the Loan Account or cancelled. The Commitment Charge shall be payable semi-annually in arrears on each Payment Date." 3. In the Appendix, Definitions, all relevant references to Section numbers and paragraphs are modified, as necessary, to reflect the modification set forth in paragraph 2 above. 4. The Appendix is modified by inserting a new paragraph 19 with the following definition of "Commitment Charge", and renumbering the subsequent paragraphs accordingly: "19. "Commitment Charge" means the commitment charge specified in the Loan Agreement for the purpose of Section 3.01(b)."