Page  1
CONFORMED COPY
LOAN NUMBER 4175 TUN
Guarantee Agreement
(Greater Tunis Sewerage and Re-use Project)
between
REPUBLIC OF TUNISIA
and
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
Dated December 19, 1997
LOAN NUMBER 4175 TUN 
GUARANTEE AGREEMENT
AGREEMENT, dated December 19, 1997, between the REPUBLIC OF TUNISIA (the 
Guarantor) and the INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the Bank).
WHEREAS (A) the Guarantor and the Office National de l’Assainissement (the 
Borrower), having been satisfied as to the feasibility and priority of the Project 
described in Schedule 2 to the Loan Agreement, have requested the Bank to assist in 
the financing of the Project;
(B)
by the Loan Agreement of even date herewith between the Bank and the 
Borrower, the Bank has agreed to make available to the Borrower a loan in an amount 
equal to two hundred eighty-three million French Francs (FRF283,000,000), on the terms 
and conditions set forth in the Loan Agreement, but only on condition that the 
Guarantor agree to guarantee the obligations of the Borrower in respect of such loan 
as provided in this Agreement and to undertake such obligations toward the Bank as are 
set forth in this Agreement; and
WHEREAS the Guarantor, in consideration of the Bank’s entering into the Loan 
Agreement with the Borrower, has agreed so to guarantee such obligations of the 
Borrower and to undertake the obligations set forth in this Agreement;
NOW THEREFORE the parties hereto hereby agree as follows:
ARTICLE I
General Conditions; Definitions
Page  2
Section 1.01. The “General Conditions Applicable to Loan and Guarantee 
Agreements for Single Currency Loans” of the Bank, dated May 30, 1995, with the 
modification set forth in Section 1.01 of the Loan Agreement (the General Conditions), 
constitute an integral part of this Agreement.
ARTICLE II
Guarantee
Section 2.01. The Guarantor declares its commitment to the objectives of the 
Project as set forth in Schedule 2 to the Loan Agreement, and, to this end, it hereby 
unconditionally guarantees, as primary obligor and not as surety merely, the due and 
punctual payment of the principal of, and interest and other charges on, the Loan, and 
the premium, if any, on the prepayment of the Loan, all as set forth in the Loan 
Agreement.
ARTICLE III
Other Covenants
Section 3.01. The Guarantor agrees, as long as it exercises control over the 
setting of sewerage tariffs applied by the Borrower, to establish tariffs which would 
allow the Borrower, under conditions of efficient operation, to meet its financial 
obligations and covenants under the Loan Agreement.
ARTICLE IV
Representative of the Guarantor; Addresses
Section 4.01. The Minister of International Cooperation and Foreign Investment 
of the Guarantor is designated as representative of the Guarantor for the purposes of 
Section 11.03 of the General Conditions.
Section 4.02. The following addresses are specified for the purposes of Section 
11.01 of the General Conditions:
For the Guarantor:
Ministry of International Cooperation
  and Foreign Investment
98, Avenue Mohamed V
1002 Tunis-Belvédère
Republic of Tunisia
Cable address: 
Telex:
MCIIE
18060
For the Bank:
International Bank for
  Reconstruction and Development
1818 H Street, N.W.
Washington, D.C. 20433
United States of America
Cable address:
Telex:
INTBAFRAD
248423 (MCI) or
Washington, D.C.
 64145 (MCI)
IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized 
representatives, have caused this Agreement to be signed in their respective names in 
the District of Columbia, United States of America, as of the day and year first above 
written.
Page  3
REPUBLIC OF TUNISIA
By /s/ Noureddine Majdoub 
Authorized Representative
INTERNATIONAL BANK FOR
  RECONSTRUCTION AND DEVELOPMENT
By /s/ Gianni Brizzi 
Acting Regional Vice President 
Middle East and North Africa