Page  1
CONFORMED COPY
LOAN NUMBER
4357-TUN
Loan Agreement
(Transport Sector Project)
between
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
and
OFFICE DES PORTS NATIONAUX DE TUNISIE
Dated June
29, 1998
LOAN NUMBER
4357-TUN
LOAN AGREEMENT
AGREEMENT, dated June
29, 1998 between the INTERNATIONAL BANK FOR RECONSTRUCTION 
AND DEVELOPMENT
(the Bank) and the OFFICE DES PORTS NATIONAUX DE TUNISIE (the 
Borrower).
WHEREAS
(A) the Bank has received a letter dated May 27, 1998 from the Republic 
of Tunisia
(the Guarantor) describing a program of actions, objectives and policies 
(the Program) designed to provide better, cheaper and less polluting transport so as 
to allow for faster growth and enhanced international competitiveness of the Tunisian
economy without compromising the quality of the environment, and thereby: (i) foster 
competition in ports, interurban bus transport and urban transport;
(ii) help 
implement the new regulatory framework and strengthen the Guarantor
’s capacity for its
role in the regulation and planning of investments in the transport sector;
(iii) 
develop appropriate coordination and funding mechanisms in urban transport;
(iv)
restructure the Société Tunisienne de Navigation, the Société Tunisienne d’Acconage et 
de Manutention and the Société Nationale de Transport Rural et Interurbain so as to 
achieve their commercial operation and, where feasible, open their capital to the
participation of the pr
ivate sector;
(v) improve the financial equilibrium of the transport sector; and (vi) 
promote the use of cleaner fuels and set up monitoring systems of the air quality in
main cities, and declaring the Guarantor
’s commitment to the execution of the said 
Program;
(B)
the Guarantor has requested the Bank’s support in the execution of the 
Program through a series of loans over a period of approximately seven
(7) years to be 
utilized by the Guarantor for, and assisting the appropriate entities in, implementing
the Program;
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(C)
the Guarantor and the Borrower, having been satisfied as to the 
feasibility and priority of the first phase of the Program
(the Project) described in 
Schedule
2
to this Agreement, have requested the Bank to assist in the financing of
the Project;
(D)
by an agreement (the Guarantee Agreement) of even date herewith between 
the Guarantor and the Bank, the Guarantor has agreed to guarantee the obligations of
the Borrower in respect of the Loan and to undertake such other obligations as set
forth in the Guarantee Agreement;
(E)
Parts A.4 and C and Part B of the Project will be carried out, 
respectively, by the Guarantor and the Soci
été
Nationale des Chemins de Fer Tunisiens
(SNCFT) with the Bank’s assistance and, as part of such assistance, the Bank has 
agreed to make available a Loan
(the Republic of Tunisia Loan) to the Guarantor in an 
amount equal to two hundred twenty-two million five hundred thousand French Francs 
(FRF222,500,000) to assist in financing part of the cost of Parts B and C of the 
Project on the terms and conditions set forth in a loan agreement of even date
herewith
(the Republic of Tunisia Loan Agreement, as further defined in Section 1.02 
(d) of this Agreement) and in the Project Agreement of even date herewith between the 
Bank and SNCFT; and
WHEREAS the Bank has agreed, on the basis, inter alia, of the foregoing, to
extend the Loan to the Borrower in support of the Project upon the terms and
conditions set forth in this Agreement;
NOW THEREFORE the parties hereto hereby agree as follows:
ARTICLE I
General Conditions; Definitions
Section
1.01. The "General Conditions Applicable to Loan and Guarantee 
Agreements for Single Currency Loans" of the Bank, dated May 30, 1995 (as amended 
through December
2,
1997) with the modification set forth below (the General 
Conditions), constitute an integral part of this Agreement:
Section
9.07 (c) is modified to read:
“Section 9.07.
Records and Reports
(c)
Promptly after completion of the Project, but in any event not 
later than six
(6) 
months before the Closing Date or such later date as may be
agreed for this purpose
between the Bank and the Borrower, the Borrower shall
prepare and furnish to the Bank a
report, of such scope and in such detail
as the Bank shall reasonably request, on the
execution and initial operation
of the Project, its cost and the benefits derived and to be
derived from it, the
performance by the Borrower and the Bank of their respective
obligations under the Loan Agreement and the accomplishment of the purposes of the
Loan.”
Section
1.02. Unless the context otherwise requires, the several terms defined 
in the General Conditions and in the Preamble to this Agreement have the respective
meanings therein set forth, and the following additional terms have the following
meanings
:
(a)
“Category” 
means a category of items to be financed out of the proceeds
of the Loan, as set forth in the table in paragraph
1
of Schedule
1
to this Agreement;
and the term
“Categories” 
means more than one Category collectively;
(b)
“Fiscal Year” 
means the twelve
(12) 
month period corresponding to any of
the Borrower’s fiscal years, which period commences on January
1
and ends on December
31
in each calendar year;
(c)
“French Franc” and “FRF” 
means each the lawful currency of the Republic
of France;
(d)
“Republic of Tunisia Loan Agreement” 
means the loan agreement of even
Page  3
date herewith between the Republic of Tunisia and the Bank for the Project
(
Loan No
.
4358-TUN); and
(e)
“OPNT Performance Indicators” 
means the agreed performance indicators set
forth in a letter of even date herewith to be utilized by the Borrower under Parts
A.1, A.2 and A.3 of the Project to measure the progress in the carrying out of Parts 
A.1, A.2 and A.3 of the Project and the degree to which the objectives thereof are 
being achieved.
ARTICLE II
The Loan
Section
2.01. The Bank agrees to lend to the Borrower, on the terms and 
conditions set forth or referred to in the Loan Agreement, an amount equal to
seventy-eight million two hundred thousand French Francs
(FRF78,200,000).
Section
2.02. The amount of the Loan may be withdrawn from the Loan Account in 
accordance with the provisions of Schedule
1
to this Agreement for expenditures made
(or, if the Bank shall so agree, to be made) in respect of the reasonable cost of 
works and services required for Parts A.1, A.2 and A.3 of the Project described in 
Schedule
2
to this Agreement and to be financed out of the proceeds of the Loan.
Section
2.03. The Closing Date shall be December 31, 2002 or such later date as 
the Bank shall establish.
The Bank shall promptly notify the Borrower and the
Guarantor of such later date.
Section
2.04. The Borrower shall pay to the Bank a commitment charge at the rate 
of three-fourths of one percent
(3/4 of 1%) per annum on the principal amount of the 
Loan not withdrawn from time to time.
Section
2.05. (a) The Borrower shall pay interest on the principal amount of the 
Loan withdrawn and outstanding from time to time, at a rate for each Interest Period
equal to PIBOR Base Rate plus PIBOR Total Spread.
(b)
For the purposes of this Section:
(i)
"Interest Period" 
means the initial period from and including the
date of this
Agreement to, but excluding, the first Interest Payment Date
occurring
thereafter, and after the initial period, each period
from and including an
Interest Payment Date to, but excluding the
next following Interest Payment
Date.
(ii)
"Interest Payment Date" 
means any date specified in Section
2.06 
of this
Agreement.
(iii)
"PIBOR Base Rate" 
means, for each Interest Period, the Paris
interbank offered
rate for six-
month deposits in French Francs for
value the first day of such
Interest Period
(or, in the case of the
initial Interest Period, for value the
Interest Payment Date occurring
on or next preceding the first day of such
Interest Period), as 
reasonably determined by the Bank and expressed as a
percentage
per annum.
(iv)
"PIBOR Total Spread" 
means, for each Interest Period
: (A) one half 
of one
percent
(1/2
of
1%); (B) 
minus
(or plus) the weighted 
average margin, for such
Interest Period, below
(or above) the Paris 
interbank offered rates, or other
reference rates, for six-
month
deposits, in respect of the Bank’s outstanding 
borrowings or 
portions thereof allocated by the Bank to fund single currency
loans
or portions thereof made by it that include the Loan; as reasonably
determined by the Bank and expressed as a percentage per annum.
(c)
The Bank shall notify the Guarantor and the Borrower of the PIBOR Base 
Rate and the PIBOR Total Spread for each Interest Period, promptly upon the
determination thereof.
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(d)
Whenever, in light of changes in market practice affecting the 
determination of the interest rates referred to in this Section
2.05, the Bank 
determines that it is in the interest of its borrowers as a whole and of the Bank to
apply a basis for determining the interest rates applicable to the Loan other than as
provided in said Section, the Bank may modify the basis for determining the interest
rates applicable to the Loan upon not less than six
(6)
months' notice to the
Guarantor and the Borrower of the new basis. The basis shall become effective on the 
expiry of the notice period unless the Borrower notifies the Bank during said period
of its objection thereto, in which case said modification shall not apply to the Loan.
Section
2.06. Interest and other charges shall be payable semiannually on April 
15
and October
15
in each year.
Section
2.07. The Borrower shall repay the principal amount of the Loan in 
accordance with the amortization schedule set forth in Schedule
3
to this Agreement.
ARTICLE III
Execution of Parts A.1, A.2 and A.3 of the 
Project Management and Operations of the Borrower
Section
3.01. The Borrower declares its commitment to the objectives of the 
Project as set forth in Schedule
2
to this Agreement, and, to this end, shall carry
out Parts A.1, A.2 and A.3 of the Project with due diligence and efficiency and in 
conformity with appropriate administrative, commercial, economic, engineering,
environmental, financial, management, port, public utility, technical and transport
practices, and shall provide, or cause to be provided, promptly as needed, the funds,
facilities, services and other resources required for Parts A.1, A.2 and A.3 of the 
Project.
Section
3.02. Except as the Bank shall otherwise agree, procurement of the works 
and consultants' services required for Parts A.1, A.2 and A.3 of the Project and to be 
financed out of the proceeds of the Loan shall be governed by the provisions of
Schedule
4
to this Agreement.
Section
3.03. For the purposes of Section 9.08 of the General Conditions and 
without limitation thereto, the Borrower shall:
(a)
prepare, on the basis of guidelines acceptable to the Bank and furnish to 
Bank not later than six
(6) 
months before the Closing Date or such later date as may
be agreed for this purpose between the Borrower and the Bank, a plan for the future
operation of Parts A.1, A.2 and A.3 of the Project; and
(b)
afford the Bank a reasonable opportunity to exchange views with the 
Borrower on said plan.
Section
3.04. The Borrower shall carry on its operations and conduct its affairs 
in accordance with sound administrative, commercial, economic, engineering,
environmental, financial, management, port, public utility and technical practices,
under the supervision of qualified and experienced management assisted by competent
staff in adequate numbers.
Section
3.05. The Borrower shall at all times operate and maintain its plant, 
machinery, equipment and other property, and from time to time, promptly as needed,
make all necessary repairs and renewals thereof, all in accordance with sound
administrative, commercial, economic, engineering, environmental, financial,
management, port, public utility and technical practices
.
Section
3.06. The Borrower shall take out and maintain with responsible insurers 
insurance against such risks and in such amounts as shall be consistent with
appropriate practice.
ARTICLE IV
Financial Covenants
Section
4.01. (a) The Borrower shall maintain records and accounts adequate to 
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reflect in accordance with sound accounting practices its operations and financial
condition and to register separately the operations, resources and expenditures
related to Parts A.1, A.2 and A.3 of the Project.
(b)
The Borrower shall:
(i)
have its records, accounts and financial statements (balance 
sheets,
statements of income and expenses and related
statements) and the records and 
accounts for the Special Account for 
each Fiscal Year audited, in accordance
with appropriate auditing
principles consistently applied, by independent
auditors
acceptable to the Bank;
(ii)
furnish to the Bank as soon as available, but in any case not 
later than six
(6) 
months after the end of each such Year
: (A) 
certified copies of the
financial statements referred to in
paragraph
(a) above for such Year as so 
audited; and (B) the 
report of such audit by said auditors, of such scope and
in such
detail as the Bank shall have reasonably requested; and

(iii)furnish 
to the Bank such other information concerning said records, accounts and
financial statements as well as the audit thereof as the Bank shall from time
to time reasonably request.
(c)
For all expenditures with respect to which withdrawals from the Loan 
Account were made on the basis of statements of expenditure, the Borrower shall:
(i)
maintain, in accordance with paragraph
(a) of this Section, 
records and
accounts reflecting such expenditures;
(ii)
retain, until at least one (1) year after the Bank has received 
the audit
report for the Fiscal Year in which the last
withdrawal from the Loan Account
was made, all records
(contracts, 
orders, invoices, bills, receipts and other
documents) evidencing such 
expenditures;
(iii)
enable the Bank
’s representatives to examine such records; and
(iv)
ensure that such records and accounts are included in the annual 
audit
referred to in paragraph
(b)
of this Section and that the
report of such audit
contains a separate opinion by said auditors
as to whether the statements of
expenditure submitted during such Fiscal
Year, together with the procedures
and internal controls involved in
their preparation, can be relied upon to
support the related
withdrawals.
Section
4.02. (a) Except as the Bank shall otherwise agree, the Borrower shall 
maintain, for each of its Fiscal Years after its Fiscal Year ending on December
31, 
1997, a ratio of total working expenses to total operating revenues not higher than 
fifty percent
(50%).
(b)
Before October 31 in each of its Fiscal Years, the Borrower shall, on the 
basis of forecasts prepared by the Borrower and satisfactory to the Bank, review
whether it would meet the requirements set forth in paragraph
(a) in respect of such 
Fiscal Year and the next following Fiscal Year, and shall furnish to the Bank the
results of such review upon its completion.
(c)
If any such review shows that the Borrower would not meet the 
requirements set forth in paragraph
(a)
for the 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 tariffs) in order to meet 
such requirements.
(d)
For the purposes of this Section:
(i)
The term "total working expenses" 
means all expenses related to
operations,
including administration, adequate maintenance, taxes and
payments in lieu of
taxes, but excluding provision for
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depreciation of the Borrower's fixed assets
and interest and other
charges on debt.
(ii)
The term "total operating revenues" 
means revenues from all
sources related to
operations.
Section
4.03. (a) Except as the Bank shall otherwise agree, the Borrower shall 
not incur in any of its Fiscal Years after its Fiscal Year ending on December
31, 
1997, any debt, if after the incurrence of such debt the ratio of debt to equity shall 
be greater than fifty-five to forty-five (55/45).
(b)
For purposes of this Section:
(i)
The term "debt" 
means any indebtedness of the Borrower maturing by
its terms
more than one year after the date on which it is originally
incurred.(ii)Debt 
shall be deemed to be incurred:
(A)
under a loan contract or agreement or other instrument 
providing for
such debt or for the modification of its terms
of payment, on the date,
and to the extent, the amount of such
debt has become outstanding
pursuant to such contract,
agreement or instrument; and
(B)
under a guarantee agreement, on the date the agreement 
providing for
such guarantee has been entered into but only
to the extent that the
guaranteed debt is outstanding.
(iii)
The term "equity" 
means the sum of the total unimpaired paid
-up 
capital,
retained earnings and reserves of the Borrower not
allocated to cover specific
liabilities.
(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.
Section
4.04. (a)
Except as the Bank shall otherwise agree, the Borrower shall
maintain for each Fiscal Year after Fiscal Year ending on December
31, 1997, a ratio 
of current assets to current liabilities of not less than one
(1.0).
(b)
Before October 31 in each Fiscal Year, the Borrower shall, on the basis 
of forecasts prepared by the Borrower and satisfactory to the Bank, review whether it
would meet the requirements set forth in paragraph
(a)
in respect of such Fiscal Year
and the next following Fiscal Year and shall furnish to the Bank the results of such
review upon its completion.
(c)
If any such review shows that the Borrower would not meet the 
requirements set forth in paragraph
(a)
for the Fiscal Years covered by such review,
the Borrower shall promptly take all necessary measures 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
.
(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 months, and excluding service on
debt becoming due by its terms
within twelve
(12) 
months
.
(iii)
The term "debt service requirements" 
means the aggregate amount of
repayments
(including sinking fund payments, if any) of, and interest 
Page  7
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.
Section
4.05. The Borrower shall: (i) not later than June 30, 1999, conclude and 
execute with the Guarantor an agreement, satisfactory to the Bank, designed to settle
the outstanding financial liability issues arising out of the repayment by the
Borrower of the arrears on local loans contracted by it under the Third Port Project
(Loan No.1797-TUN); and (ii) not later than December 31, 1999, define with the 
Guarantor the appropriate financial and management framework for the port of Gab
ès.
Section
4.06. The Borrower shall restructure, not later than December 31, 1999, 
the Borrower’s present tariff system so as to: (i) ensure the full coverage of the 
Borrower’s operating costs resulting from its newly-defined functions established 
under Parts A.3
and A.4 of the Project; (ii) enhance the Borrower’s capacity to repay 
the debt owed by it to the Guarantor along terms specified in a restructuring
agreement satisfactory to the Bank; and
(iii) increase its tariffs by nine point three 
percent
(9.3%) for its Fiscal Year 1999 and further increase them by nine point three 
percent
(9.3%) for its Fiscal Year 2001.
ARTICLE V
Remedies of the Bank
Section
5.01. Pursuant to Section 6.02 (l) of the General Conditions, the 
following additional events are specified:
(a)
A situation has arisen which shall make it improbable that the Program, 
or a significant part thereof, will be carried out.
(b)
The Guarantor shall have failed to perform any of its obligations under 
the Republic of Tunisia Loan Agreement.
(c)
The Bank shall have exercised its right under Section 5.01 of the 
Republic of Tunisia Loan Agreement.
Section
5.02. Pursuant to Section 7.01 (h) of the General Conditions, the 
following additional events are specified:
(a)
The event specified in paragraph (b) of Section 5.01 of this Agreement 
shall occur and shall continue for a period of sixty
(60) days after notice thereof 
shall have been given by the Bank to the Guarantor; and
(b)
The event specified in paragraph (c) of Section 5.01 of this Agreement 
shall occur.
ARTICLE VI
Effective Date; Termination
Section
6.01. The following event is specified as an additional condition to the 
effectiveness of the Loan Agreement within the meaning of Section
12.01 (c) of the 
General Conditions, namely, that all conditions precedent to the effectiveness of the
Republic of Tunisia Loan Agreement have been fulfilled, other than those related to
the effectiveness of this Agreement.
Section
6.02. The date one hundred and twenty (120) days after the date of this 
Agreement is hereby specified for the purposes of Section
12.04 of the General 
Conditions.
ARTICLE VII
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Representative of the Borrower; Addresses
Section
7.01. The President General Director of the Borrower is designated as 
representative of the Borrower for the purposes of Section
11.03 of the General 
Conditions.
Section
7.02. The following addresses are specified for the purposes of Section 
11.01 of the General Conditions:
For the Borrower:
Office des Ports Nationaux de Tunisie
B
âtiment Administratif
2060
La Goulette
Tunis
Republic of Tunisia
Cable address: 
Telex:
OFPORNATU
15.386 OPORNA
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.
INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
By
/s/
Christian Delvoie
Acting Regional Vice President
Middle East and North Africa
OFFICE DES PORTS NATIONAUX DE TUNISIE
By
/s/
Noureddine Majdoub
Authorized Representative
SCHEDULE
1
Withdrawal of the Proceeds of the Loan
1.
The table below sets forth the Categories of items to be financed out of the 
proceeds of the Loan, the allocation of the amounts of the Loan to each Category and
the percentage of expenditures for items so to be financed in each Category:
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Amount of the
Loan Allocated
%
of
(Expressed in
Expenditures
Category
French Francs)
to be Financed
(1)
Civil Works for
72,750,000
60%
Part A.1 of the
Project
(2)
Consultants' services
5,450,000
100%
and Training for
Parts A.2 and A.3
of the Project
TOTAL
78,200,000
2.
Notwithstanding the provisions of paragraph 1 above, no withdrawals shall be 
made in respect of payments
:
(a)
made for expenditures prior to the date of this Agreement; and
(b)
under Category (1), until and unless the Bank shall have approved the 
works in connection with which the withdrawal is requested on the basis of the
findings of the studies to be carried out under Part A.2 of the Project and the review 
of the financial and economic criteria applicable therefor.
3.
The Bank may require withdrawals from the Loan Account to be made on the basis 
of statements of expenditure for expenditures for: (i) works, under contracts not 
exceeding $500,000 equivalent each; (ii) services of consulting firms, under contracts 
not exceeding $100,000 equivalent each; and (iii) training, under contracts not 
exceeding $50,000 equivalent each, all under such terms and conditions as the Bank 
shall specify by notice to the Borrower.
SCHEDULE
2
Description of the Project
The objective of the Project is to promote better, cheaper and less polluting
transport services, with a special focus on the port and railway subsectors and the
strengthening of the overall transport sector management, so as to allow for faster
growth and enhanced international competitiveness of the Tunisian economy.
To that
end, the Project pursues: (i) the restructuring of port services and the promotion of 
private investments in the port through the establishment of a new cargo-handling 
organization and construction of new port facilities under Build-Transfer-Operate 
(BTO) schemes; (ii) the facilitation to foreign investors of access to trade-related 
transport activities, in accordance with the agreements to be concluded with the World
Trade Organization, as a way to foster technological transfer and bring in capital;
(iii) the commercialization and financial autonomy of SNCFT through a combination of 
increased operational efficiency, tariff adjustments and full, transparent
compensation for the service obligations imposed by the government; and
(iv) increased 
use of less polluting fuels.
The Project consists of the following parts, subject to such modifications
thereof as the Borrower and the Bank may agree upon from time to time to achieve such
objectives:
Part A:
Port and Trade Facilitation
Implementation of a program designed to improve the physical and institutional
conditions for port operations, consisting of:
1.
Rebuilding of general cargo berths in Bizerte, extension of the breakwater in 
Gab
ès, and construction of an oil berth in Radès.
2.
Carrying out of feasibility studies, including environmental assessments 
required to finalize the design and planning of the activities under the preceding
Page  10
Part A
.
1
and to identify dumping sites for dredging materials
.
3.
Provision of technical assistance services necessary to: (i) execute the 
engineering study for the development of a container terminal at Rad
ès and the 
launching of the Build-Operate-Transfer (BOT) scheme therefor; (ii) restructure and 
modernize the Borrower
’s tariff system and, on those bases, define a suitable price 
regulation structure covering the full range of port services; and
(iii) train the 
Borrower’s staff in areas related to human resources management and its new regulatory
functions resulting under Part A.4 hereof.
4.
Implementation of a technical assistance program for capacity building and 
training designed to provide suitable assistance for: (i) the modernization of customs 
procedures and the finalization of detailed regulations thereof;
(ii) assisting the 
Guarantor in finalizing the single trade document
(Liasse unique) and setting up the 
corresponding electronic data interchange system and the derived port based SITAIP
project
(Systè
me integr
é
de traitement automatisé des informations portuaires); (iii) 
setting up the regulatory framework necessary for the Implementation of the
legislation on the port and maritime sectors;
(iv) the definition and implementation 
of the new organization of port cargo handling, including definition of equipment
requirements and of financing systems allowing cargo handling firms to meet such
requirements;
(v) restructuring of port activities with a view to improve the 
profitability of enterprises operating within a competitive market framework;
(vi) 
improvement of port statistics; and
(vii)
the dissemination of modern trade logistic
practices within the port and trade community.
Part B:
Railway Modernization and Restructuring
Carrying out of a program aimed at assisting SNCFT in modernizing and
restructuring its railways operations, including:
1.
Modernization and capacity increase of tracks between Tunis and Sousse.
2.
Track renewal between Tunis and Ghardimaou.
3.
Construction of two (2) road overpasses over the railway line in the Tunis 
(Hammam Lif and Ez-zahra) southern suburbs.
4.
Improvement of the environmental conditions in the workshops organized by SNCFT.
5.
Implementation of a restructuring program designed to improve the financial 
performance and operational efficiency of SNCFT and provision of severance payments
due to SNCFT’s staff declared redundant as a consequence thereof.
6.
Carrying out of technical assistance and provision of consultants services 
necessary for the overall modernization of the railways’ 
management capabilities, with
particular emphasis on: (i) the implementation of a line of business organization; and 
(ii) efficient traffic management and traffic costing.
7.
Skill upgrading of SNCFT’s staff in managerial positions in the areas of 
accounting, finance, marketing, management and safety.
Part C:
Sector Management Enhancement
Carrying out of a program aimed at facilitating the modernization and
streamlining of the transport sector management, comprising:
1.
Ad hoc technical assistance required to deepen the analysis on the 
recommendations of the preparatory studies of the Project.
2.
Updating of transport master plans for main cities, including Tunis, Sfax and 
Sousse.
3.
Technical assistance and equipment required to develop a comprehensive transport 
data base.
4.
Preparation of a national transport master plan.
Page  11
5.
Advisory services to assist the Guarantor in improving human resource management 
within the Ministry of Transport and in providing related training to its staff. 

6.
Prevention of air pollution by transport in congested cities through the construction
and equipping of fixed air quality monitoring stations in the principal cities.
* * *
The Project is expected to be completed by June
30, 2002.
SCHEDULE
3
Amortization Schedule
Payment of Principal
Date Payment Due
(Expressed in French Francs)*
On each April
15
and October
15
beginning on October
15, 2003
through October
15, 2014
3,260,000
And on April
15,
2015
3,220,000
___________________
*
The figures in this column represent the amount in French Francs to be repaid, 
except as
provided in Sections
4.04 (d) of the General Conditions.
SCHEDULE
4
Procurement and Consultants
’
Services for
Parts A.1, A.2 and A.3 of the Project
Section I.
Procurement of Works
Part A:
General
Page  12
Works shall be procured in accordance with the provisions of Section I of the
"Guidelines for Procurement under IBRD Loans and IDA Credits" published by the Bank in 
January
1995
and revised in January and August
1996
and September
1997
(the
Guidelines) and the following provisions of this Section.
Part B:
International Competitive Bidding
Works shall be procured under contracts awarded in accordance with the
provisions of Section II of the Guidelines and paragraph
5
of Appendix
1
thereto.
Part C:
Review by the Bank of Procurement Decisions
1.
Procurement Planning
Prior to the issuance of any invitations to bid for contracts, the proposed
procurement plan shall be furnished to the Bank for its review and approval, in
accordance with the provisions of paragraph
1
of Appendix
1
to the Guidelines.
Procurement of all works shall be undertaken in accordance with such procurement plan
as shall have been approved by the Bank, and with the provisions of said paragraph
1.
2.
Prior Review
With respect to each contract for works estimated to cost the equivalent of
$500,000 or more, the procedures set forth in paragraphs 2 and 3 of Appendix 1 to the 
Guidelines shall apply.
3.
Post Review
With respect to each contract not governed by paragraph
2
of this Part, the
procedures set forth in paragraph
4
of Appendix
1
to the Guidelines shall apply.
Section II.
Employment of Consultants
Part A:
General
Consultants
’
services shall be procured in accordance with the provisions of the
Introduction and Section IV of the
"Guidelines:
Selection and Employment of
Consultants by World Bank Borrowers" published by the Bank in January 1997 and revised 
in September
1997
(the Consultant Guidelines) and the following provisions of Section 
II of this Schedule.
Part B:
Quality- and Cost-based Selection
Except as otherwise provided in Part C of this Section, consultants’ services 
shall be procured under contracts awarded in accordance with the provisions of Section
II of the Consultant Guidelines, paragraph
3
of Appendix
1
thereto, Appendix
2
thereto, and the provisions of paragraphs
3.13
through
3.18 thereof applicable to 
quality-
and cost-based selection of consultants.
Part C:
Other Procedures for the Selection of Consultants
Least-cost Selection.
Services for feasibility studies of infrastructure works under Part A.2 of the 
Project estimated to cost less than $100,000 equivalent per contract, may be procured 
under contracts awarded in accordance with the provisions of paragraphs
3.1 and 3.6 of 
the Consultant Guidelines.
Part D:
Review by the Bank of the Selection of Consultants
1.
Selection Planning
Prior to the issuance to consultants of any requests for proposals, the proposed
plan for the selection of consultants shall be furnished to the Bank for its review
and approval, in accordance with the provisions of paragraph
1
of Appendix
1
to the
Consultant Guidelines.
Selection of all consultants’ services shall be undertaken in 
accordance with such selection plan as shall have been approved by the Bank, and with
Page  13
the provisions of said paragraph
1
.
2.
Prior Review
With respect to each contract for the employment of consulting firms estimated
to cost the equivalent of $100,000 or more, the procedures set forth in paragraphs 1, 
2
(other than the third subparagraph of paragraph
2(a))
and
5
of Appendix
1
to the
Consultant Guidelines shall apply.
3.
Post Review
With respect to each contract not governed by paragraph
2
of this Part, the
procedures set forth in paragraph
4
of Appendix
1
to the Consultant Guidelines shall
apply.
SCHEDULE
5
Implementation Program
Section A:
Project Monitoring, Reporting and Evaluation
1.
Annual Progress Review
Without limitation upon the provisions of Section
9.07
of the General
Conditions, the Borrower shall, commencing on April
30,
1999
and not later than April
30
and October
31
in each Fiscal Year and until Project completion, prepare and
furnish to the Bank a report, of such scope and in such detail as the Bank shall
reasonably establish, describing in accordance with the OPNT Performance Indicators
the progress achieved in the implementation of Parts A.1, A.2 and A.3 of the Project 
during the preceding six
(6)
month period
.
2.
Mid-Term Review
The Borrower shall:
(a)
maintain policies and procedures adequate to enable it to monitor and
evaluate on an ongoing basis, in accordance with the OPNT Performance Indicators, the
carrying out of Parts A.1, A.2 and A.3 of the Project and the achievement of the 
objectives thereof;
(b)
prepare, under terms of reference satisfactory to the Bank, and furnish 
to the Bank, on or about July
31,
2000, a report integrating the results of the 
monitoring and evaluation activities performed pursuant to paragraph
(a) of this 
Section, on the progress achieved in the carrying out of Parts A.1, A.2 and A.3 of the 
Project during the period preceding the date of said report, the advancement on
privatization of ports services, trade facilitation, customs reforms and
reorganization of cargo handling, and the pricing policies for the ports subsector,
and setting out the measures recommended to ensure the efficient carrying out of Parts
A.1, A.2 and A.3 of the Project and the achievement of the objectives thereof during 
the period following such date; and
(c)
review with the Bank and the Guarantor, by October 31, 2000 or such later 
date as the Bank shall request, the report referred to in subparagraph
(b) of this 
paragraph, and, thereafter, take all measures required to ensure the efficient
completion of Parts A.1, A.2 and A.3 of the Project and the achievement of the 
objectives thereof, based on the conclusions and recommendations of the said report
and the Bank
’s views on the matter.
Section B:
Technical Assistance under Parts A.2 and A.3 of the Project
For the purposes of ensuring the successful implementation of Parts A.2 and A.3 
of the Project, for the study on the construction of the oil berth in Radès and the 
training of the Borrower staff, the Borrower shall employ consultants under terms of
reference and with qualifications and experience satisfactory to the Bank.
Page  14