OFFICIAL DOCUMENTS Any version of this document not in the English language is a courtesy translation providedfor informational purposes only. In case of any conflict, the English-language version prevails. Rider to the Omnibus Indemnity Agreement (Guarantees G-2670 and G-2680 in support of the Second Fiscal Reform and Growth Development Policy Financing) Guarantee number: G-2680 RIDER, dated 2 0 DEC 2016 between REPUBLIC OF BENIN (the "Member Country") and the INTERNATIONAL DEVELOPMENT ASSOCIATION (the "Association"), to the Omnibus Indemnity Agreement (with respect to Guarantees G-2670 and G-2680 in support of the Second Fiscal Reform and Growth Development Policy Financing) entered into between the Member Country and the Association on September 12, 2018 (the "Omnibus Indemnity Agreement"). The Member Country and the Association hereby agree as follows. ARTICLE I Indemnity Agreement Section 1.01. The provisions of the Omnibus Indemnity Agreement (attached to this Rider at Appendix I) constitute an integral part of this Rider. Section 1.02. The Omnibus Indemnity Agreement together with this Rider constitute the Indemnity Agreement for Guarantee G-2680, which Indemnity Agreement shall become effective in respect of Guarantee G-2680 upon signature of this Rider by the parties hereto. ARTICLE II Definitions Section 2.01. For the purpose of this Rider, unless the context otherwise requires, each term appearing with a first capital letter shall have the meaning ascribed to it in the Omnibus Indemnity Agreement. Section 2.02. In addition, for purposes of this Rider and the Omnibus Indemnity Agreement with respect to Guarantee G-2680, the following terms shall have the following meaning: 1. "Guaranteed Amount" has the meaning set out in the G-2680 Guaranteed Agreement. ARTICLE III Summary Description of the Guarantee; Guarantee Fee Section 3.01. Guarantee G-2680 in an amount of fifty million and eight hundred thousand Euro (EUR50,800,000) with respect to the loan facility agreement dated on or about the date hereof entered into among, inter alia, the G-2680 Beneficiary, the Member Country and the Association as partial guarantor, which agreement constitutes the G-2680 Guaranteed Agreement described in the Omnibu Indemnity Agreement. Section 3.02. In respect of Guarantee G-2680, the Member Country shall pay the Association a Guarantee Fee as described in the Omnibus Indemnity Agreement and as set out in the G-2680 Guaranteed Agreement in a lump sum paid upfront out of the proceeds of the Utilisation. Section 3.03. In case of any inconsistency between the description of the Guarantee in Section 3.01 above and the provisions of the G-2680 Guaranteed Agreement, the provisions of the G-2680 Guaranteed Agreement shall prevail. [Signature Page follows] AGREED as of 2 01. REPUBLIC OF BENIN By: Authorized Re resentAti G Jmis komaM aWAiGN Name (printed): Title: Minister of Economy and Finance of the Republic of Benin INTERNATIONAL DEVELOPMENT ASSOCIATION By: Authorized Representative Name (printed): Title: AGREED as REPUBLIC OF BENIN By: Authorized Representative Name (printed): Title: Minister of Economy and Finance of the Republic of Benin INTERNATIONAL DEVELOPMENT ASSOCIATION By: y : _ _ _ Authorized 1beresentative Name (printed): tOCXQL Title:C6 Aze Any version of this document not in the English language is a courtesy translation provided for informational purposes only. In case ofany conflict, the English-language version prevails. NL MBER G-2670 NUMBER G-2680 OMNIBUS INDEMNITY AGREEMENT (Guarantees G-2670 and G-2680 in support ofthe Second Fiscal Reform and Growth Development Policy financing) between REPUBLIC OF BENIN and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated -2- NUMBER G-2670 NUMBER G-2680 OMNIBUS INDEMNITY AGREEMENT (with respect to Guarantees G-2670 and G-2680 in support of the Second Fiscal Reform and Growth Development Policy Financing) AGREEMENT, dated/L&/421 between REPUBLIC OF BENIN (the "Member Country") and the INTERNATIONAL DEVELOPMENT ASSOCIATION (the "Association") (the "Agreement") in connection with: (a) Guarantee G-2670 ("'Guarantee G-2670") with respect to a loan facility agreement dated on or about the date hereof among. inter alia, the agent and lenders named therein (the "G- 2670 Beneficiary"), the Member Country and the Association as partial guarantor (the "G- 2670 Guaranteed Agreement') and (b) Guarantee G-2680 (-Guarantee G-2680" and together with Guarantee G-2670, the 'Guarantees") with respect to a loan facility agreement to be entered into among, inter alia, the agent and lenders named therein (the "G-2680 Beneficiary" and together with the G-2670 Beneficiary, the "Beneficiaries"), the Member Country and the Association as partial guarantor (the -G-2680 Guaranteed Agreement" and together with the G-2670 Guaranteed Agreement, the "Guaranteed Agreements"), each in support of the Program (as defined in the Appendix to this Agreement). The Association has decided to provide the Guarantees on the basis, inter alia, of (a) the actions which the Member Country has already taken under the Program and which are described in Section I of the Schedule to this Agreement, and (b) the Member Country's maintenance of an adequate macroeconomic policy framework. The Member Country and the Association therefore hereby agree as follows: ARTICLE I General Conditions; Definitions; Scope of this Agreement Section 1.01. (a) The provisions of the General Conditions (as defined in the Appendix to this Agreement) set forth in Section II of the Appendix to this Agreement constitute an integral part of this Agreement. Section 1.02. Unless the context otherwise requires, the capitalized terms used in this Agreement have the meanings ascribed to them in the General Conditions or in Section I of the Appendix to this Agreement. Section 1.03. This Agreement is entered into with respect to both Guarantees, in accordance with Article V. The Member Country shall confirm the provision of the full indemnity of the -3- Association by the Member Country relating to Guarantee G-2680 in accordance with Article 11 below by entering into a rider completing the provisions of this Agreement in respect of that Guarantee, in the form of the model attached as Appendix 2 to this Agreement (the "Rider"), no later than the date of effectiveness of the G-2680 Guaranteed Agreement. The Rider and this Agreement shall collectively constitute the Indemnity Agreement for Guarantee G-2680, and shall collectively constitute a separate Indemnity Agreement for that Guarantee. ARTICLE II Indemnity by Member Country to the Association; Opinion; Guarantee Fee Section 2.01. In consideration of the Association providing each Guarantee on the terms and conditions set out in the applicable Guaranteed Agreement, the Member Country hereby irrevocably and unconditionally agrees, with respect to each such Guarantee: (a) to reimburse the Association immediately on demand or as the Association may otherwise direct in writing for any amount paid by the Association under such Guarantee together with interest thereon at the rate per annum determined by the Association and notified to the Member Country (which rate shall not exceed the Bank's highest prevailing lending rate for loans with a fixed spread denominated in the Payment Currency, as may be shown from time to time on the Bank's external website) from the date such payment is made by the Association until such amount is reimbursed in full; (b) to indemnify the Association on demand and hold the Association harmless against all actions, proceedings, liabilities, claims, losses, damages, costs and expenses brought against, suffered or incurred by the Association directly or indirectly in relation to or arising out of or in connection with such Guarantee (except as otherwise provided in Section 9.03(i) of the General Conditions); (c) that the obligations of the Member Country under this Agreement will not be affected by any act, omission, matter or thing which, but for this Section, would reduce, release or prejudice any of its obligations under this Agreement; and (d) in the event that the Association receives funds from the Member Country pursuant to Section 2.0 1(a) and, in respect of the same amounts, the Association receives a refund of funds from the Beneficiary pursuant to such Guarantee or receives funds as a result of the exercise of the Association's subrogation rights under such Guarantee (the "Double Payment"), then the Association shall promptly refund to the Member Country the amount of the Double Payment together with any interest payments received pursuant to such Guarantee by the Association from the Beneficiary in respect of such Double Payment. Section 2.02. With respect to each Guarantee, any payment required to be made by the Member Country pursuant to the terms of this Agreement shall be applied first, to pay all interest and other charges due to the Association in connection with such Guarantee and second, after such interest -4 - and other charges are paid, to pay all other amounts then due to the Association under this Agreement in connection with such Guarantee Section 2.03. In connection with each Guarantee, Member Country shall furnish to the Association an opinion or opinions satisfactory to the Association of counsel acceptable to the Association or, if the Association so requests, a certificate satisfactory to the Association of a competent official of the Member Country, showing the following matters: (a) that this Agreement (including, in the case of Guarantee G-2680, the Rider to be signed in accordance with Section 1.03 of this Agreement) has been duly authorized or ratified by, and executed and delivered on behalf of, the Member Country and is legally binding upon the Member Country in accordance with its terms; and (B) any other matter reasonably requested by the Association in connection with this Agreement or the Program. The Member Country acknowledges that the receipt by the Association of such opinion, opinions or certificate will be a condition to the effectiveness of each Guarantee. Section 2.04. In consideration of the Association providing the Guarantees on the terms and conditions set out in the applicable Guaranteed Agreement, the Member Country shall pay to the Association, in respect of each such Guarantee, either directly or through the Beneficiary out of the proceeds of the loan made available by the Beneficiary, a guarantee fee (the "Guarantee Fee") equivalent to 0.75 percent (75 basis points) per annum applied against the present value exposure for each semiannual period of the Guaranteed Amount of such Guarantee, each as calculated by the Association, in a lump-sum payment in the case of Guarantee G-2670 and, in the case of Guarantee G-2680, as may be further described in the Rider. The Guarantee Fee shall be due and payable to the Association on or before the effective date of the relevant Guarantee. The Guarantee Fee shall be paid to the Association by electronic transfer in immediately available freely transferable funds in Euro to the bank account designated by the Association. ARTICLE II Program Section 3.01. fhe Member Country declares its commitment to the Program and its implementation. To this end: (a) the Member Country and the Association shall from time to time, at the request of either party, exchange views on the Member Country's macroeconomic policy framework and the progress achieved in carrying out the Program; (b) prior to each such exchange of views, the Member Country shall furnish to the Association for its review and comment a report on the progress achieved in carrying out the Program, in such detail as the Association shall reasonably request; (c) notwithstanding any other provision herein, the Member Country shall not take, authorize, permit or facilitate any action to reverse any of the actions set forth in Section I of the Schedule to this Agreement; and -5- (d) without limitation upon the provisions of paragraphs (a), (b) and (c) of this Section, the Member Country shall promptly inform the Association of any situation that would have the effect of materially reversing the objectives of the Program or any action taken under the Program. Section 3.02. The Member Country shall apply the proceeds of the financing provided under the Guaranteed Agreements in support of the Program in accordance with Section II of the Schedule to this Agreement. ARTICLE IV Remedies Section 4.01. In addition to the other remedies available to the Association under development credit and financing agreements between the Association and the Member Country, in the event that: (i) the Member Country has failed to perform any of its obligations under Article II, Article III or any other provision of this Agreement and such failure has continued and remained uncured in the opinion of the Association for sixty (60) days or more after notice thereof shall have been given to the Member Country by the Association; or (ii) any representation made by the Member Country in or pursuant to this Agreement, or any representation or statement furnished by the Member Country and intended to be relied on by the Association in providing the Guarantees, shall in the opinion of the Association have been incorrect in any material respect, then the Association may suspend or cancel in whole or in part the Member Country's right to make withdrawals under any credit or grant under any development credit agreement or financing agreement between the Association and the Member Country, or declare the outstanding principal and interest of any such credit due and payable immediately. ARTICLE V Effective Date Section 5.01. This Agreement shall come into force and effect (i) with respect to Guarantee G- 2670, upon signature hereof by each of the parties and (ii) with respect to Guarantee G-2680, upon signature of the Rider by each of the parties. Upon effectiveness of this Agreement with respect to each Guarantee, each reference in the respective Guaranteed Agreement (and any documents or instruments delivered in connection therewith) to the "Indemnity Agreement" shall mean and be a reference to (x) this Agreement, in the case of Guarantee G-2670, and (y) this Agreement and the Rider, collectively, in the case of Guarantee G-2680. In the event that one (but not both) of the Guarantees is terminated or otherwise fails or ceases to be effective, the validity, legality and enforceability of-this Agreement with respect to the other Guarantee shall not in any way be affected or impaired thereby. ARTICLE VI Representative; Addresses -6- Section 6.01. The Member Country's Representative is its minister at the time responsible for finance. Section 6.02. For purposes of Section I.01 of the General Conditions: (a) the Member Country's Address is: Ministere de l'Econornie et des Finances B.P. 302 Cotonou (b) the Member Country's Electronic Address is' Facsimile: 229-21-30-18-51 -229-21-31-53-56 Section 6.03. For purposes of Section 11.01 of the General Conditions: (a) the Association's Address is: International Development Association 1818 H1 Street, N.W. Washington, D.C. 20433 United States of America Attention: Vice President, Africa Region (b) the Association's Electronic Address is: Facsimile: 1-202-477-6391 With a copy to: Practice Manager, Guarantees (IPG, Financial Structuring & PPPs) Global Themes Practice (GTIFP) Facsimile: -1-202-522-0761 Email: 7 - AGREED as of the day and year firs: above written. REP BLIC( BENIN By: Authorzed Re tive Name (pninted) e J/ fy) () L1 I Tide: W()) tKi&l n Q INTERNATIONAL DEVELOPMENT ASSOCIATION By Authorized Repres ntati ve Nane (printed) Title 7 -8- SCHEDULE Section 1. Actions Taken under the Pro2ram. The actions taken by the Member Country under the Program include the following: 1. In order to reduce tax expenditure, the Recipient's Ministry of Economy and Finance ("MEF") has notified Cellphone Companies that the tax exemptions granted previously to said companies will not be renewed. 2. In order to simplify tax collection, MEF has launched a new system for the electronic reporting of corporate taxes and has required all large Firms to use said system. 3. In order to enhance the accuracy of the Recipient's public payroll, the Recipient's Ministry of Labor and Public Function ("MTFPAS") and the MEF have unified the wage management system by harmonizing and linking the MTFPAS database of civil servants with the MEF database used to pay civil servants' salaries, benefits, and other monetary compensation. 4. In order to promote agricultural research, the Recipient's Council of Ministers has adopted the national program for agricultural research and the national institute for agriculture research has launched agro-ecological zone-specific research activities. 5. In order to promote larger scale adoption of improved technology in the agriculture sector, the Recipient's Council of Ministers has adopted the national agricultural extension strategy that promotes the delivery of extension services by private operators. 6. In order to increase and monitor the quality of agricultural products, the Recipient's Council of Ministers has adopted an adequate national policy for quality and started to implement its action plan for food quality and safety in the agriculture sector by defining quality standards for pineapple. 7. In order to support the financial viability of the power sector, the Inter-State High Council for CEB has adopted a wheeling charge of FCFA 10 per kWh to compensate CEB on the use of the transmission networks to transit energy to SBEE. 8. In order to improve the revenue collection of SBEF, SBEE's board of directors has approved the roll out of Smart Energy Meters for large consumers under the Revenue Protection Program to reduce commercial losses. 9. In order to improve equitable access to education, the Recipient's ministry in charge of pre- school and primary education required all newly recruited primary teachers to be deployed to communes where the pupils/teacher ratio is higher than the current national average by virtue of Arrete 2018/070. 10. In order to improve equitable access to health services, the Recipient's ministry in charge of health has required at least 80% of newly recruited key health care professionals to be -9- deployed to the identified Priority Health Care Precincts based on the ratio of health personnel to inhabitants by virtue of Arrete 2018/041. Section II. Availability of Proceeds of the Financin2 Provided Under the Guaranteed Agreement A. Deposits of Proceeds. Except as the Association may otherwise agree: I. all withdrawals of the proceeds of the financing provided under the Guaranteed Agreement shall be deposited by the Member Country into an account designated by the Member Country and acceptable to the Association; and 2. the Member Country shall ensure that upon each such deposit, an equivalent amount is accounted for in the Member Country's budget management system, in a manner acceptable to the Association. B. Closing Date. The Closing Date is June 30, 2019. APPENDIX I Section I. Definitions 1. ,General Conditions" means the "International Development Association General Conditions for IDA Financing: Development Policy Financing (2017)", dated July 14, 2017, with the modifications set forth in Section II of this Appendix. 2. "Guarantee" has the meaning set forth in the preamble this Agreement. 3. "Guaranteed Amount" has, with respect to Guarantee G-2670, the meaning set forth in the G-2670 Guaranteed Agreement, and with respect to Guarantee G-2680, the meaning set forth in the Rider. 4. "Member Country's Representative-" means the representative of the Member Country so designated in Article VI of this Agreement. 5. "Program" means the program of actions, objectives and policies designed to promote growth and achieve sustainable reductions in poverty and set forth or referred to in the letter dated July 2018 from the Member Country to the Association declaring the Member Country's commitment to the execution of the Program, and requesting assistance from the Association in support of the Program during its execution. Section II. General Conditions The following provisions of the General Conditions, with the modifications set forth below, constitute an integral part of this Agreement: I. Article 1. 2. Section 2.04, modified by replacing the words "Financing proceeds" with "proceeds of the financing provided under each Guaranteed Agreement" and by adding the following sentences to the end of that Section: "If the Association determines at any time that an amount of such financing was used to make a payment for an Excluded Expenditure, the Member Country shall, promptly upon notice from the Bank, deposit into the account described in Part A of Section 11 of the Legal Agreement (or, if the Member Country cannot or fails to do so, prepay to the Beneficiary in accordance with the terms of the Guaranteed Agreement) an amount equal to the amount of such payment. Any such deposits made hereunder shall be utilized only for Eligible Expenditures." 3. Sections 3.14 4. Section 3.15, modified by deleting the words "and if a Conversion has been effected in respect of any amount of a Credit qualifying as Non-concessional Financing, as further specified in the Conversion Guidelines". 5. Sections 3.17 and 3.18. 6. Section 5.03, modified to read as follows: "The Member Country shall retain all relevant documentation evidencing expenditures from the proceeds under the financing provided under each Guaranteed Agreement until two years after the Closing Date. The Member Country shall enable the Association's representatives to examine such records." 7. Section 5.04, modified to read as follows: "(a) The Member Country shall maintain or cause to be maintained policies and procedures adequate to enable it to monitor and evaluate on an ongoing basis, in accordance with indicators acceptable to the Association, the progress of the Program and the achievement of its objectives. (b) The Member Country shall prepare or cause to be prepared, and furnish to the Association not later than twelve (12) months after the Closing Date, a report of such scope and in such detail as the Association shall reasonably request, on the execution of the Program, the performance by the Member Country and the Association of their respective obligations under this Agreement and the accomplishment of the purposes of the financing provided under each Guaranteed Agreement." 8. Sections 5.05 (modified by replacing references to the term "Financing" with the term "Guarantee"), 5.06 and 5.07. 9. Article VI. 10. Article IX. I1. Section 11.01, modified by deleting at the beginning of the second sentence of Section I 1.01(b) the words "Except as otherwise provided in Section 10.03(a)." 12. Section 11.02, modified by deleting the words "(and the representative designated by the Program Implementing Entity in the Program Agreement or the Subsidiary Agreement)" and "(or the Program Implementing Entity)." 13. Section 11.03, modified by deleting the words "and the Program Implementing Entity." 14. Section 11.04. 15. Paragraphs 6, 7, 10, 28, 40, 43, 44, 45 and 46 of the Appendix. 16. Paragraph 47 of the Appendix, modified to read as follows: '"Eligible Expenditure' means any use to which the financing provided under each Guaranteed Agreement is put in support of the Program, other than to finance expenditures excluded pursuant to this Agreement." 17. Paragraphs 49 and 50 of the Appendix. 18. Paragraph 54 of the Appendix, modified to read as follows: ""Financing" means the amounts payable by the Member Country under this Agreement." 19. Paragraph 56 of the Appendix, modified to read as followsi ""Financing Agreement" means the indemnity agreement between the Member Country and the Association pertaining to the Guarantees, as such agreement may be amended from time to time. "Financing Agreement" includes these General Conditions as applied to this Agreement, and all appendices, schedules and agreements supplemental to this Agreement." 20. Paragraph 57 of the Appendix, modified by deleting the words "including (but not limited to) any amount of the Withdrawn Credit Balance, the Service Charge, the Interest Charge, the Front-end Fee, the Commitment Charge, any prepayment premium, any transaction fee for a Conversion or early termination of a Conversion, any premium payable upon the establishment of an Interest Rate Cap or Interest Rate Collar, and any Unwinding Amount payable by the Recipient, and any premium payable upon and any refund of the Withdrawn Grant Balance payable by the Recipient, as applicable." 21. Paragraph 71 of the Appendix, modified to read as follows: "Legal Agreement" means this Agreement." 22. Paragraph 80 of the Appendix, modified to read as follows: ""Payment Currency" means the Currency in which Financing Payments are to be paid." 23. Paragraph 84 of the Appendix, modified to read as follows: ""Program" means the program referred to in this Agreement in support of which the Guarantee is provided." 24. Paragraph 89 of the Appendix, modified by deleting the words "and to which the Financing is extended." 25. Paragraphs 90, 97, 99, 103 and 104 of the Appendix. APPENDIX II Form of Rider to the Omnibus Indemnity Agreement Rider to the Omnibus Indemnity Agreement (Guarantees G-2670 and G-2680 in support of the Second Fiscal Reform and Growth Development Policy Financing) Guarantee number: G-2680 RIDER, dated [insert date] between REPUBLIC OF BENIN (the "Member Country") and the INTERNATIONAL DEVELOPMENT ASSOCIATION (the "Association"), to the Omnibus Indemnity Agreement (with respect to Guarantees G-2670 and G-2680 in support of the Second Fiscal Reform and Growth Development Policy Financing) entered into between the Member Country and the Association on [ J, 2018 (the "Omnibus Indemnity Agreement"). The Member Country and the Association hereby agree as follows. ARTICLE I Indemnity Agreement Section 1.01. The provisions of the Omnibus Indemnity Agreement constitute an integral part of this Rider. Section 1.02. The Omnibus Indemnity Agreement together with this Rider constitute the Indemnity Agreement for Guarantee G-2680, which Indemnity Agreement shall become effective in respect of Guarantee G-2680 upon signature of this Rider by the parties hereto. ARTICLE II Definitions Section 2.01. For the purpose of this Rider, unless the context otherwise requires, each term appearing with a first capital letter shall have the meaning ascribed to it in the Omnibus Indemnity Agreement. Section 2.02. In addition, for purposes of this Rider and the Omnibus Indemnity Agreement with respect to Guarantee G-2680, the following terms shall have the following meaning' 1. "Guaranteed Amount" means [*]. ARTICLE III Summary Description of the Guarantee; Guarantee Fee Section 4.01. Guarantee G-2680 in an amount of (*] with respect to the loan facility agreement dated on or about the date hereof entered into among, inter alia, the G-2680 Beneficiary, the Member ' To supplement as needed to complete or amend those definitions needed to describe Guarantee G- 2680 and clarify the provisions of the Omnibus Indemnity Agreement with respect to it. Country and the Association as partial guarantor, which agreement constitutes the G-2680 Guaranteed Agreement described in the Omnibus Indemnity Agreement. [Section 4.02. In respect of Guarantee G-2680, the Member Country shall pay the Association a Guarantee Fee as described in the Omnibus Indemnity Agreement and [as set out in the Schedule to the Guaranteed Loan Agreement][in a lump sum].I Section 4.0[21131. In case of any inconsistency between the description of the Guarantee in Section 4.01 above and the provisions of the G-2680 Guaranteed Agreement, the provisions of the G-2680 Guaranteed Agreement shall prevail. AGREED as of REPUBLIC OF BENIN By: Authori7ed Representative Name (printed) Title: INTERNATIONAL DEVELOPMENT ASSOCIATION By: Authorized Representative Name (printed): Title To include any language necessary to supplement the description of the Guarantee Fee for Guarantee G-2680 (such as whether paid penodically or up front, etc.).