OFFICIAL DOCUMENTS LOAN NUMBER 8722 -TN Loan Agreement (Integrated Landscapes Management in Lagging Regions Project) between REPUBLIC OF TUNISIA and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated i / ,2017 LOAN NUMBER 8722 -TN LOAN AGREEMENT AGREEMENT dated a.2 , 2017, between REPUBLIC OF TUNISIA ("Borrower") and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank"). 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 H - 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 ninety-three million one hundred thousand Euros (E93,100,000), 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 1 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, however, that the interest payable shall in no event be less than zero percent (0%) per annum; and provided furthermore 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 Notwithstanding the foregoing, if any amount of the Withdrawn Loan Balance remains unpaid when due and such non-payment continues for a period of thirty days, then the interest payable by the Borrower shall instead be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. 2.06. The Payment Dates are May 15 and November 15 in each year. 2.07. The principal amount of the Loan shall be repaid in accordance with the amortization schedule set forth in Schedule 3 to this Agreement. -2- 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 implement the Project through MARHP 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 - EFFECTIVENESS; TERMINATION 4.01. The Additional Conditions of Effectiveness consist of the following: (a) UGO has been established, with mandate, terms of reference and composition acceptable to the Bank. (b) The staff of each RPIT has been duly appointed in accordance with terms of reference acceptable to the Bank. 4.02. The Effectiveness Deadline is the date one hundred and twenty (120) days after the date of this Agreement. -3- ARTICLE V - REPRESENTATIVE; ADDRESSES 5.01. The Borrower's Representative is the Minister of Development, Investment and International Cooperation. 5.02. The Borrower's Address is: Ministry of Development, Investment and International Cooperation 98, Avenue Mohamed V Place Pasteur 1002 Tunis Republic of Tunisia Facsimile: 216 71 799 069 5.03. The Bank's Address is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Telex: Facsimile: 248423(MCI) or 1-202-477-6391 64145(MCI) -4- AGREED at t(,09ojon , A L L as of the day and year first above written. REPUBLIC OF TUNISIA By Authorized Representative Name: Fcal}el Va Title: CA s- rs-,AU ~t~d ~Ak'A4j~~ACoo et3pl INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By Authorize? Representative Name: r arc ce .se fde- VY.V Title: e -5- SCHEDULE 1 Project Description The objective of the Project is to improve landscape management and access to economic opportunities for targeted rural communities in North West and Center West regions of Tunisia. The Project consists of the following parts: Part A: Laying the foundations for sustainable management of agricultural resources 1 . Implementation of a program of activities designed to strengthen the quality of agriculture, forests, and rangelands data bases and information system, including: (a) development of a national forest, rangeland and olive plantation information system, including national forest, rangeland and olive plantation inventories, a national restoration (afforestation) plan, deforestation maps, soil maps, biodiversity inventories, and a measurement, reporting and verification (MRV) system; (b) updating or development of forest and rangeland co-management plans. 2. Implementation of a program of activities designed to strengthen existing landscape development plans for pilot landscapes, expand landscape identification and introduce integrated planning methodology for the development of new integrated landscapes plans in targeted regions, using a participatory approach to increase the involvement of poor and vulnerable groups in the decision making process, including provision of technical advisory services to: (a) finalize ILDPs in selected priority landscape units; (b) identify and develop ILDPs for new landscape units in the targeted regions; (c) improve market access for small local agricultural producers, through Productive Alliances and value chain development ("VCD") activities, using, in particular, the VCD Platform. 3. Implementation of a program of activities designed to strengthen the legal and institutional frameworks governing forests and rangelands resources, including: (a) review and analysis of current legislation governing natural resources, and formulation of reform proposals for consideration by policy-makers and legislators; (b) review and strengthening of the institutional framework of MARHP in order to improve the organizational framework of its general directorates and CRDAs, and, -6- in particular, services governing agriculture and natural resources, in order to ensure better coordination, complementarity, consistency and quality; and (c) promotion of innovation through research and development, in line with specific requirements of the ILDPs, Productive Alliances and VCD activities, and provision of competitive grants to support research and development activities best suited to spur innovation, cluster development and job growth. Part B: Fostering sustainable regional investments 1 . Provision of support for the implementation of a variety of climate-smart agricultural practices, including: (i) olive tree plantations; (ii) integrated soil fertility management techniques; (iii) livestock husbandry and livestock diversification; (iv) afforestation/reforestation activities; (v) rangeland seeding and natural regeneration; (vi) collection and cultivation of aromatic and medicinal plants; (vii) thinning and pruning of forests combined with forest fire protection and biodiversity measures; and (viii) forest and rangeland certification activities. 2. Provision of support for complementary local infrastructure development and sustainable development of landscapes, through investments to improve access to economic opportunities for rural communities, and enhance quality of life, including investments designed to mobilize and enhance water resources, and open up access to isolated territories, through feeder roads, water crossings, small water reservoirs, small bridges and culverts, and other infrastructure works. 3. Fostering economic growth through provision of matching grants to enhance access to economic opportunities and markets for intended Beneficiaries, through: (a) co-financing of investments in Productive Alliances to support the formalization of producer organizations (POs), bringing together small individual producers and farmers, and helping them connect to bigger and better markets; and (b) co-financing activities and providing common services identified under Part A.2 (c) as needed for small farmers, MSMEs and other Beneficiaries, to reach higher value added markets. Part C: Project Management, Monitoring and Evaluation Provision of technical advisory services, and material support and assistance, including financing of Operating Costs, for the establishment and operations of UGO and RPITs in the management and coordination of the Project, and handling of technical, administrative, fiduciary, and safeguard-related matters. -7- SCHEDULE 2 Project Execution Section I. Implementation Arran2ements A. Institutional Arrangements. 1 The Borrower shall establish, and thereafter maintain COPIL, UGO and RPITs, and ensure that the key agencies and institutions involved in the implementation of the Project shall discharge their respective roles and responsibilities as follows: (a) At central level: (i) COPIL, chaired by the Minister of MARHP or his representative, and comprising representatives of other concerned ministries and agencies, to provide strategic guidance and oversight of the Project, facilitate overall effective implementation of the Project and ensure its consistency with the Borrower's sectoral policies and other programs, including those focusing on the North West and Center West regions; (ii) UGO, hosted in DGFIOP, to be responsible for day-to-day implementation, management and coordination of the Project, monitoring and evaluation of its activities, including: (A) carrying out of procurement procedures at national level; (B) financial management; (C) management of special accounts; (D) management of the monitoring and evaluation system at the national level, including safeguards; (E) preparation of consolidated Annual Work Programs and Budgets; (F) coordination and consolidation of procurement and financial management reporting; and (G) coordination and consolidation of periodic progress reports; (b) At regional level: (i) CRDAs to be responsible for the coordination and monitoring of activities of the Project at Governorate-level; (ii) RPITs located within the Department for Afforestation and Soil Protection (DRPS) of CRDA, to be responsible for implementing work programs and monitoring budgets, and monitoring and evaluating Project activities; (iii) CRs, headed by the Governor and comprising both elected and Governorate-level representatives, and other concerned officials, to be responsible for harmonizing the contents of partnership arrangements proposed under the Project, and facilitating coordination, harmonization and complementarity with other projects at both Governorate and local levels. -8- (c) At local level: CDL to ensure coordination, elaboration and monitoring of ILDP implementation through CSOs, GDAs, MSMEs and other stakeholders, and to serve as a formal consultative body to review and discuss local economic and social development priorities, local development programs, and projects within its jurisdiction. 2. The Borrower shall take steps to ensure that each of the agencies and institutions referred to in paragraph (1) above shall have available at all times the requisite number of suitably qualified and experienced dedicated personnel assigned to the Project, along with the appropriate organizational and technological support, and other facilities and resources required to facilitate the smooth implementation of the Project and contribute to the achievement of its objective, including: (a) in the case of UGO, (i) a director and two deputy directors, (ii) a silvo-pastoral specialist, (iii) a territorial development specialist, (iv) an olive production specialist, (v) a monitoring and evaluation specialist; (vi) a procurement specialist; (vii) a financial management specialist, and (viii) an environmental and social safeguards specialist; and (b) in the case of RPITs, in each CRDA: (i) a forestry specialist, (ii) an agricultural production specialist, and (iii) consultants as needed in outreach and participation, procurement, financial management, monitoring and evaluation, and environmental and social safeguards. 3. The Borrower shall promote the creation of CSOs, GDAs and MSMEs, and promote their active participation in facilitating agricultural development and diversification activities under the Project, including: (a) in the case of CSOs and GDAs, preparation and implementation of the ILDPs; and (b) in the case of MSMEs, reinforcement of marketing and commercialization activities, and market access, development of ecotourism activities, and achievement of commercial arrangements in the form of Productive Alliances between local organizations and existing national or international buyers. B. Project Operations Manual; Midterm Review 1 (a) The Borrower shall prepare and adopt a Project Operations Manual, in form and substance acceptable to the Bank, giving details of all operational guidelines and procedures as shall have been agreed with the Bank for the implementation, monitoring and supervision of the Project, including: (i) performance indicators, monitoring and evaluation guidelines, and environmental assessment methodology; -9- (ii) administrative, accounting and financial management procedures; (iii) procurement and disbursement guidelines; (iv) procedures and eligibility criteria governing Subproject financing; and (v) details of the Safeguard Instruments, as and when they become available; (b) thereafter carry out the Project in accordance with procedures set forth in the Project Operations Manual, and except as the Bank shall otherwise agree, shall not amend or waive any provision thereof, if such amendment of waiver may, in the opinion of the Bank, materially or adversely affect the implementation of the Project. 2. The Borrower shall: (a) maintain policies and procedures adequate to enable it to monitor and evaluate on an ongoing basis, in accordance with indicators satisfactory to the Bank, the carrying out of the Project and the achievement of the objective thereof; (b) prepare, under terms of reference satisfactory to the Bank, and furnish to the Bank, on or about January 31, 2021, 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 the Project during the period preceding the date of said report and setting out the measures recommended to ensure the efficient carrying out of the Project and the achievement of the objective thereof during the period following such date; and (c) review with the Bank, by April 30, 2021, or such later date as the Bank shall request, the report referred to in paragraph (b) of this Section, and, thereafter, take all measures required to ensure the efficient completion of the Project and the achievement of the objective thereof, based on the conclusions and recommendations of the said report, and the Bank's views on the matter. C. Anti-Corruption The Borrower shall ensure that the Project is carried out in accordance with the provisions of the Anti-Corruption Guidelines. -10- D. Subprojects. 1. The Borrower shall make Sub-financings to Beneficiaries to finance Subprojects in accordance with eligibility criteria and procedures acceptable to the Bank, and set forth in the Project Operations Manual, which shall include the following: (a) No Subproject shall be considered for financing under the Project unless it has been duly screened and appraised, and deemed financially sound, economically viable and technically feasible, and in full compliance with all relevant social and environmental standards, and other eligibility criteria set forth in the Project Operations Manual. (b) No Subproject shall be eligible for financing under the Project if it involves a total implementation period of more than 18 months or a total cost exceeding the equivalent of $200,000. (c) The Beneficiary's contribution to the total cost of a Subproject, whether in cash or in kind, shall not be less than 30 percent. 2. The Borrower shall make each Sub-financing under a Sub-financing Agreement with the respective Beneficiary on terms and conditions approved by the Bank, which shall include the following: (a) Except as the Bank shall otherwise agree, the Sub-financing shall be made on a matching grant basis and shall be non-reimbursable. (b) The Borrower shall obtain rights adequate to protect its interests and those of the Bank, including the right to: (i) suspend or terminate the right of the Beneficiary to use the proceeds of the Sub-financing, or obtain a refund of all or any part of the amount of the Sub-financing then withdrawn, upon the Beneficiary's failure to perform any of its obligations under the Sub-financing Agreement; and (ii) require each Beneficiary to: (A) carry out its Subproject with due diligence and efficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the Bank, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Borrower; (B) provide, promptly as needed, the resources required for the purpose; -11- (C) procure the goods, works and services to be financed out of the Sub-financing in accordance with the provisions of this Agreement; (D) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Bank, the progress of the Subproject and the achievement of its objectives; (E) (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Bank, both in a manner adequate to reflect the operations, resources and expenditures related to the Subproject; and (2) at the Bank's or the Borrower's request, have such financial statements audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank, and promptly furnish the statements as so audited to the Borrower and the Bank; (F) enable the Borrower and the Bank to inspect the Subproject, its operation and any relevant records and documents; and (G) prepare and furnish to the Borrower and the Bank all such information as the Borrower or the Bank shall reasonably request relating to the foregoing. E. Safeguards. 1. The Borrower shall take steps to monitor on a continuing basis the implementation of the Safeguard Instruments and ensure that the Project is executed in strict accordance with such Safeguard Instruments, and, upon the occurrence of any event or condition likely to interrupt or interfere with the smooth implementation of the Safeguard Instruments, the Borrower shall act promptly to deal with or address such event or condition, and to inform the Bank accordingly. 2. For the purposes of any Subproject or other activity under the Project, and prior to implementation thereof, the Borrower shall ensure that any plan, action plan, fact sheet or other instrument required in terms of any one or more of the Safeguard Instruments, shall have been duly: (a) prepared in form and substance satisfactory to the Bank, and, except as otherwise agreed with the Bank, submitted to the Bank for review and approval, and (b) thereafter adopted and publicly disclosed. -12- 3. The Borrower shall take all measures necessary on its part to regularly collect, compile, and submit to the Bank, on a six-monthly basis, reports on the status of compliance with the Safeguard Instruments, giving details of: (a) measures taken in furtherance of such Safeguard Instruments; (b) any event or condition which interferes or threatens to interfere with the smooth implementation of such Safeguard Instruments; and (c) remedial measures taken or required to be taken to address such event or condition. 4. Except as the Bank shall otherwise agree in writing, the Borrower shall not amend, waive or abrogate, or cause to be amended, waived or abrogated, any provision of the Safeguard Instruments. Section H. Project Monitorin2 Reporting and Evaluation A. Project Reports 1. 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 and set forth in the Project Operations Manual. Each Project Report shall cover the period of one calendar semester, and shall be furnished to the Bank not later than 45 days 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. Without limitation on the provisions of Part A of this Section, the Borrower shall prepare and furnish to the Bank, not later than forty-five (45) days after the end of each calendar semester, consolidated 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. Each audit of the Financial Statements shall cover the period of one Fiscal Year. The audited Financial Statements for each such period shall be furnished to the Bank not later than six (6) months after the end of such period. -13- Section HI. Procurement All goods, works, non-consulting services and consulting services 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 the Procurement Regulations and the provisions of the Procurement Plan. 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 Investment Project Financing" dated February 2017, 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. 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 Euros) (exclusive of Taxes) (1) Goods, works, non- 77,040,250 100% consulting services, consulting services and Operating Costs otherwise than under Part B.3 of the Project (2) Goods, works, non- 15,827,000 100% of amounts disbursed consulting services and consultants' services for Subprojects under Part B.3 of the Project (3) Front-end Fee 232,750 Amount payable pursuant to Section 2.03 of this Agreement in accordance with Section 2.07 (b) of the General Conditions TOTAL AMOUNT 93,100,000 -14- 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 March 29, 2024. Section V. Other Undertakin2s A. Value Chain Development 1. The Borrower shall, not later than six (6) months after the Effective Date, establish a VCD platform, consisting of a team of suitably qualified and experienced VCD specialists, whose mandate, composition and terms of reference shall be acceptable to the Bank, or make other arrangements acceptable to the Bank, capable of providing, on terms and conditions acceptable to the Bank, a package of VCD-related support services required under Part A.2 (c) of the Project, as more fully described in the Project Operations Manual, including: (a) identification of higher value added market segments for the targeted products, (b) identification of constraints and market-failures that hinder access to such markets, (c) elaboration and preparation of a strategy and program of actions and measures to address such constraints and market-failures, and (d) identification of champions and actors involved or to be involved in the implementation of such strategy and program of actions. B. Annual Work Program and Budget 1. Beginning in the Fiscal Year during which the Loan becomes effective, the Borrower shall, not later than November 30 in each Fiscal Year, prepare and furnish to the Bank, a proposed annual work program and budget ("Annual Work Program and Budget") for the next following Fiscal Year, giving details of: (a) a time table of programs and activities scheduled for implementation in the course of that next following Fiscal Year; and (b) the estimated cost of each such program or activity, along with the budget line item and source of funding corresponding to each program or activity. 2. The Borrower shall exchange views with the Bank on each such proposed Annual Work Program and Budget, and proceed thereafter to carry out the Annual Work Program and Budget, taking into consideration any comments that shall have been made thereon by the Bank. 3. No program or activity shall be supported under the Project or funded out of the proceeds of the Loan other than those which are included in the Annual Work Program and Budget. Except with the prior and written concurrence of the Bank, the Annual Work Program and Budget shall not be waived, amended or otherwise modified, whether in whole or in part, so as to limit or exclude any of the mutually agreed programs or activities, or to introduce new programs or activities. -15- SCHEDULE 3 Amortization Schedule 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) Mayl5,2023 2% November 15, 2023 2% May15, 2024 0% November 15, 2024 0% May15, 2025 0% November 15, 2025 0% Mayl5, 2026 2% November 15, 2026 2% Mayl5,2027 0% November 15, 2027 0% Mayl5, 2028 2% November 15, 2028 2% Mayl5,2029 3% November 15, 2029 3% Mayl5,2030 2% November 15, 2030 2% Mayl5,2031 2% November 15, 2031 2% Mayl5, 2032 4% November 15, 2032 4% Mayl5, 2033 3% November 15, 2033 3% Mayl5, 2034 2% November 15, 2034 2% Mayl5,2035 2% November 15, 2035 2% Mayl5,2036 2% November 15, 2036 2% Mayl5, 2037 2% -16- November 15, 2037 2% Mayl5, 2038 2% November 15, 2038 2% Mayl5, 2039 2% November 15, 2039 2% Mayl5, 2040 2% November 15, 2040 2% Mayl5, 2041 2% November 15, 2041 2% Mayl5, 2042 2% November 15, 2042 2% Mayl5, 2043 2% November 15, 2043 2% Mayl5, 2044 2% November 15, 2044 2% Mayl5, 2045 2% November 15, 2045 2% Mayl5, 2046 2% November 15, 2046 2% Mayl5, 2047 2% November 15, 2047 2% May15, 2048 2% November 15, 2048 1% Mayl5, 2049 1% 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 1 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 1 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. -17- 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. (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: (a) 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 (b) if the Bank so determines in accordance with the Conversion Guidelines, the exchange rate component of the Screen Rate. -18- APPENDIX Section I. Definitions 1. "Annual Work Program and Budget" means the Annual Work Program and Budget referred to in Section V.B. 1 of Schedule 2 to this Agreement. 2. "Anti-Corruption Guidelines" means 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 as of July 1, 2016. 3. "Abbreviated Resettlement Action Plan" or "ARAP" means Abbreviated Resettlement Action Plan, a RAP prepared and issued in abbreviated form, having regard to the reduced risk or perceived magnitude of potential impact and hardship to PAPs resulting from the Project. 4. "Beneficiary" means the beneficiary of a Sub-financing, and party to a Sub-financing Agreement. 5. "Category" means a category set forth in the table in Section IV of Schedule 2 to this Agreement. 6. "CDL" means Conseil de D6veloppement Local, a local development council. 7. "COPIL" means Comiti de Pilotage, the Steering Committee located within MARHP. 8. "CSO" means a civil society organization. 9. "CR" means the Conseil Rfgional, the Govemorate-level regional council. 10. "CRDA" means Commissariat Rigional pour le Dveloppement Agricole, the regional command center for agricultural development located within each of the Governorates. 11. "DGFIOP" means Direction Gin6rale du Financement, des Investissements et des Organismes Professionnels, the General Directorate of Funding Investments and Professional Organizations of MARHP. 12. "Environmental and Social Management Fact Sheet" or "ESM-FS" means an EMSP prepared and issued in simplified form, having regard to the reduced risk or perceived magnitude of potential adverse social and environmental impacts arising under the Project. 13. "Environmental and Social Management Framework" or "ESMF" means the Environmental and Social Management Framework, dated January 16, 2017, issued by or on behalf of the Borrower and thereafter publicly disclosed, providing a systematic analysis of potential impacts on the human and biophysical environment associated with the Project, an assessment of the risks and likelihood of potential adverse social and environmental -19- impacts, and a checklist of plans and measures designed to prevent, manage or mitigate such potential adverse impacts. 14. "Environmental and Social Management Plan" or "ESMP" means an Environmental and Social Management Plan, in form and substance satisfactory to the Bank, adopted or to be adopted by the Borrower in respect of one or more Subprojects, giving details of measures consistent with the ESMF, and designed to prevent, manage or mitigate potential adverse social and environmental impacts associated with the Project, together with particulars of proposed institutional, monitoring and reporting arrangements required to ensure proper implementation of, and regular feedback on compliance with, the ESMP, 15. "Fiscal Year" means the Borrower's fiscal year. 16. "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. 17. "GDA" means Groupe de D6veloppement Agricole, an Agricultural Development Group. 18. "Governorate" means an administrative subdivision of the Borrower's territory. 19. "Governor" means the chief executive officer of a Governorate. 20. "ELDP" means integrated landscape development plan. 21. "MARHP" means Ministre de l'Agriculture, des Ressources Hydrauliques et de la Piche, the Borrower's Ministry of Agriculture, Water Resources, and Fishing. 22. "MSME" means a micro, small and medium-size enterprise. 23. "Operating Costs" means the incremental operating costs arising under the Project on account of local contractual support staff salaries, employment benefits, travel expenditures and other travel-related allowances; equipment rental and maintenance; vehicle operation, maintenance and repair; office rental and maintenance, materials and supplies; and utilities, media information campaigns and communications' expenses. 24. "Process Framework" or "PF" means the Process Framework, dated January 16, 2017, issued by or on behalf of the Borrower and thereafter publicly disclosed, setting forth the policies, procedures and processes put in place to avoid or minimize negative impacts on PAPs resulting from the involuntary restriction of access to or use of any protected area, including a program of proposed actions to compensate any loss of livelihood or source of income, or other negative impact, resulting from such involuntary restriction of access to or use of any protected area. 25. "Process Framework Action Plan" or "PFAP" means a Process Framework Action Plan, in form and substance satisfactory to the Bank, adopted or to be adopted by the Borrower in respect of one or more Subprojects, giving details of measures consistent with the PF, and -20- designed to facilitate the compensation of PAPs, including the magnitude of loss or negative impact, proposed compensation arrangements, and budget and cost estimates, together with particulars of proposed institutional, monitoring and reporting arrangements required to ensure proper implementation of, and regular feedback on compliance with, the PFAP. 26. "Procurement Plan" means the Borrower's procurement plan for the Project, dated February 14, 2017, and provided for under Section IV of the Procurement Regulations, as the same may be updated from time to time in agreement with the Bank. 27. "Procurement Regulations" means the "World Bank Procurement Regulations for Borrowers under Investment Project Financing", dated July 1, 2016. 28. "Productive Alliance" means a brokerage function designed to pair together local producer organizations, on the one hand, and existing national or international buyers, on the other, in order to facilitate commercial activity between them, using formal contractual agreements or ad hoc arrangements readily capable of being formalized. 29. "Project Affected Person" or "PAP" means any person or group of persons who owns or occupies land, property or other assets or structures, which are adversely affected by the Project, or whose livelihood, business, trade or other occupation is adversely affected as a result of the Project, and who is declared accordingly eligible to compensation or other assistance under a RAP, ARAP or PFAP. 30. "Project Operations Manual" means the Project Operations Manual referred to in Section I.B.1 (a) of Schedule 2 to this Agreement. 31. "Resettlement Action Plan"f or "RAP" means a Resettlement Action Plan, in form and substance satisfactory to the Bank, adopted or to be adopted by the Borrower in respect of one or more Subprojects, giving details of measures consistent with the RPF, and designed to facilitate the compensation and resettlement of PAPs, including the magnitude of displacement, proposed compensation and resettlement arrangements, and budget and cost estimates, together with particulars of institutional, monitoring and reporting arrangements required to ensure proper implementation of, and regular feedback on compliance with, the ARAP. 32. "Resettlement Policy Framework" or "RFP" means the Resettlement Policy Framework, dated January 16, 2017, issued by or on behalf of the Borrower and thereafter publicly disclosed, describing a program of actions, measures and policies designed to avoid or minimize any adverse impact or hardship to PAPs as a result of the Project or, in the event that such adverse impact or hardship cannot be avoided altogether, provide for the compensation and resettlement of such PAPs, as may be appropriate. 33. "RPIT" means the Regional Project Implementation Team located within CRDA. -21- 34. "Safeguard Instruments" means any or all of the EMSF, ESMP, ESM-FS, RPF, RAP, ARAP, PF, PFAP, and other safeguard instruments derived therefrom or adopted pursuant thereto. 35. "Sub-financing" means a sub-financing made or to be made out of the proceeds of the Loan to finance a Subproject. 36. "Sub-financing Agreement" means an agreement providing for a Sub-financing. 37. "Subproject" means an investment activity or set of activities referred to under Parts A.3 (c) and B of the Project, and financed or to be financed out of the proceeds of a Sub- financing. 38. "UGO" means Uniti de Gestion par Objectif the Project Management Unit by Objective, located within MARHP. 39. "VCD" means value chain development. 40. "VCD Platform" means the VCD Platform or other arrangements referred to in Section V.A. 1 of Schedule 2 to this Agreement. 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: -22- "19. "Commitment Charge" means the commitment charge specified in the Loan Agreement for the purpose of Section 3.01(b)." 5. In the renumbered paragraph 49 (originally paragraph 48) of the Appendix, the definition of "Front-end Fee" is modified by replacing the reference to Section 3.01 with Section 3.01 (a). 6. In the renumbered paragraph 68 (originally paragraph 67) of the Appendix, the definition of the term "Loan Payment" is modified to read as follows: "68. "Loan Payment" means any amount payable by the Loan Parties to the Bank pursuant to the Legal Agreements or these General Conditions, including (but not limited to) any amount of the Withdrawn Loan Balance, interest, the Front-end Fee, the Commitment Charge, interest at the Default Interest Rate (if any), any prepayment premium, any transaction fee for a Conversion or early termination of a Conversion, the Variable Spread Fixing Charge (if any), any premium payable upon the establishment of an Interest Rate Cap or Interest Rate Collar, and any Unwinding Amount payable by the Borrower." 7. In the renumbered paragraph 73 (originally paragraph 72) of the Appendix, the definition of "Payment Date" is modified by deleting the word "is" and inserting the words "and Commitment Charge are" after the word "interest".