THE WORLD BANK I WORLDBANKGROUP Date: t S2 Ms. Nabila Rmili President of the Municipality Council Casablanca Municipality Casablanca, Kingdom of Morocco Re: Municipality of Casablanca - Casablanca Municipal Support Program Loan No. 8807-MA Second Amendment to the Loan Agreement Dear Ms. Rmili: We refer to the Loan Agreement (the "Original Loan Agreement") between the Municipality of Casablanca (the "Borrower") and the International Bank for Reconstruction and Development (the "Bank") dated December 21, 2017, as amended on April 8, 2021, for the above-referenced Program. The capitalized terms used in this letter ("Amendment Letter") and not defined herein have the meanings ascribed to them in the Original Loan Agreement. We also refer to the loan agreement entered into between the Borrower and the Bank for the purposes of providing an additional financing for activities related to the Project (the "AF Loan Agreement"). In line with the changes introduced to the Program through the AF Loan Agreement, the Original Loan Agreement referred to in paragraph I above is hereby amended as follows: 1. The objective of the Program set forth in Schedule I is hereby amended and replaced in its entirety to read as follows: "The objectives of the Program are to increase the investment capacity of the Borrower, improve the business environment in the Borrower's territorial jurisdiction, strengthen the Borrower's climate resilience and enhance access to basic services in the Program Area." 2. The description of activities set forth in Schedule I is hereby amended and replaced in its entirety to read as the description of activities of Schedule I of the AF Loan Agreement. 3. Section 111.2 of Schedule 2 relating to the verification arrangements is hereby amended and replaced in its entirety to read as Section 111.2 of Schedule 2 to the AF Loan Agreement. 4. The table in Section IV.A.2 of Schedule 2 is hereby amended and replaced in its entirety to read as the table in the Annex to this Amendment Letter. 5. Section IV.B.4 of Schedule 2 is hereby amended and replaced in its entirety to read as follows: "The Closing Date is June 30, 2026." 6. The Appendix is hereby amended as follows: The following definitions are revised and replaced in their entirety to read as follows: -2- ""Participating Socie6 de Diveloppement Local' or "Participating SDL" means the following: Cavablanca Preslations, Casablanca Aminagement, Casablanca Patrinoine, Casablanca Baia, Casablanca Mawarid, and any other soci6t de d6veloppement local as shall be proposed by the Borrower and agreed by the Bank to participate in the Program implementation." ""Municipal Revenues Excluding Transfers" means, with respect to DLI #1 and DLR #2.9, Borrower's operating revenues, which include the taxes, fees, and other operating revenues administered directly by the Borrower as well as the taxes administered by the Guarantor's Central Government on behalf of the Borrower (taxeprofessionnelle, taxe sur les services communaux, and taxe d'habitation), but excluding transfers and resources from the Value-Added Tax Special Purpose Account, as further described in the POM." The following definitions are added (and existing definitions are renumbered and placed in alphabetical order): ""Casablanca Baia" means a local joint ownership company established pursuant to the Borrower's Conseil Communal Decision No. 158/2018 dated October 2018." ""Casablanca Mawarid" means a local joint ownership company established pursuant to the Borrower's Conseil Communal Decision No. 118/2018, dated July 25, 2018." ""Revenue Mobilization Action Plan" means the Borrower's plan to improve the revenue, referred to in Part l(a)(viii) of the Program, in form and substance acceptable to the Bank and set forth in the Program Operational Manual." All the terms and conditions of the Original Loan Agreement that have not been amended hereby shall remain unchanged and in full force and effect. Please confirm your agreement with the foregoing, on behalf of the Borrower, by signing, dating, and returning to the Bank the enclosed copy of this Amendment Letter. Upon receipt by the Bank of the copy of -3- this Amendment Letter countersigned by you; this Amendment Letter shall become effective as of the date of countersignature. Sincerely, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Jesk Ien schk D ecto fr Morocco Middle East and North Africa Region CONFIRMED AND AGREED: MUNICIPALITY OF CASABLANCA By: Authorized Representative Name: L Title: t1AI Date: 5 -4- Annex Category Disbursement Linked Result (as applicable) Amount of the Loan (including Allocated Disbursement (expressed in EUR) Linked Indicator as applicable) (1) DL1 #1: DLR #1: Percentage increase in Municipal DLR #1: EUR 24,467,000 Percentage increase Revenues Excluding Transfers from baseline Formula: For each in Municipal 0% to 22.76% percentage point increase Revenues Excluding occurred during a CY, Transfers starting CY 2016, EURI,075,000 may be made available for withdrawal by the Borrower, up to EUR27,467,000. For each subsequent CY, amounts disbursed from previous CY are deducted. DLR #1.1: 46% increase in Municipal DLR #1.1 0 Revenues Excluding Transfers (2) DLI #2: DLR #2.1: Installation of an integrated DLR #2.1: EUR 2,580,000 Modernization of information system for the administration of Borrower's revenue taxes on non-built land, beverage management systems licenses and tourism, including: (i) relevant Borrower's staff have been equipped and trained to operate the system, and (ii) the system's functionalities have been successfully activated DLR #2.2: Carrying out of a census of DLR #2.2: EUR 2,580,000 taxpayers and elements of taxation relating to the revenues administered by the Borrower, including upgrading tax bases undertaken for each of the tax revenues, when applicable (as described in the POM) DLR#2.3: Establishment and DLR #2.3: EUR 5,000,000 operationalization of a single Addressing System (Systme dAdressage) DLR #2.4: Integrated information system for DLR #2.4 EUR 5,000,000 revenue administration is fuIlly operational and the revenues administered by the Borrower (but excluding small volume revenues and cash revenues, inter alto, as described in the POM) are able to be administered through the integrated information system DLR #2.5: Completion of an inventory and DLR #2.5: FUR 5,000,000 valuation of the Borrower's real estate assets, in form and substance as set forth in the POM -5- DLR #2.6: Operationalization of the Local Joint DLR #2.6: EUR 6,000,000 Ownership (Soci6t6 de D6veloppement Local, SDL) Casablanca Mawarid DLR #23: Regular update of the Revenue DLR #2.7: EUR 3,000,000 Mobilization Action Plan to improve the Borrower's revenue with at least nine (9) quarterly meetings held DLR #2.8: EUR 2,273,000 DLR #2.8: Update of the inventory of taxpayers and tax bases relating to the tax on unbuilt land. DLR #2.9: Operationalization of a new module DLR #29: 0 on financial reporting under GIR-CT (GIR-CT Reporting) to monitor in real time the Municipal Revenues Excluding Transfers. (3) DLI #3 Private DLR #3: Amount of private capital committed DLR #3: EUR 51,300,000 capital mobilized for pursuant to the execution of new PPP contracts investments through or additional amounts of private capital Formula: For each additional new or additional mobilized pursuant to the revision and MAD 1,000,000 committed value of PPP execution of amended PPP contracts, from a through the execution of a contracts from a baseline of MAD 0 amount up to MAD new PPP contract or the baseline of 0 900,000,000 revision and execution of an (measured in MAD) existingPPP contract, EUR 57.000 may be made available for withdrawal by the Borrower, up to EUR 51,300,000, with a minimum threshold of MAD 15,000,000 committed through the execution of a new PPP contract or the revision and execution of an existing PPP contract. (4) DLI #4 DLR #4: cumulative, number of households in DLR #4: EUR 27,576,000 Households in Disadvantaged Neighborhoods provided with Disadvantaged access to at least one of the three following Formula: Per each additional Neighborhoods basic services: water supply, sanitation, or household in Disadvantaged provided with electricity, from a baseline of 0, up to 8,000 Neighborhoods with access improved access to households to at least one of the three basic services (at basic services, EUR 3,447 least one of the may be made available for following: water withdrawal by the Borrower, supply, sanitation, or up to EUR 25,576,000 with a electricity), from a minimum threshold of 200 baseline of 0. households in Disadvantaged Neighborhoods with access to at least one of the three basic services. -6- (5) DLI #5 Number DLR #5: Cumulative, number of kilometers of of kilometers of comprehensive street upgrading completed comprehensive street (works to include at least three (3) of the upgrading completed following elements: (i) roadway, (ii) sidewalk and a number of or pedestrian path, (iii) road drainage systems, facades restored from (iv) road markings and signs, (v) street lighting, a baseline of 0. (vi) urban furniture, and (vii) landscape), as described in the POM: (a) from a baseline of 0, up to 68.77 kilometers. DLR #5(a): EUR 10,078,382 Formula: Per each kilometer upgraded, EUR 146,552 may be made available for withdrawal by the Borrower, up to EUR 10,078,382, with a minimum threshold of 10 kilometers upgraded. (b) from 68.77 kilometers, up to 99.65 DLR#5(b): EUR 6,921,618 kilometers Fonnula: Per each kilometer upgraded, EUR 224,146 may be made available for withdrawal by the Borrower, up to EUR 6,921,618 with a minimum threshold of 10 kilometers upgraded. (c) from 99.65 kilometers, up to 125 kilometers. DLR #5(c): 0 DLR #5.1: Number of facades restored, from a DLR #5.1. 0 baseline of 0, up to 150. (6) DLI #6: DLR #6.1: "V2: full numeric" version ofthe DLR-#6.]: EUR 5,160,000 Simplification and Casaurba platform is deployed in the central digitalization of single window of the Borrower, administrative transactions for: (i) DLR #6.2: "V2: full numeric" version of the DLR #6.2: EUR 4,300,000 the issuance of Casaurba platform is deployed in the single authorizations related window of all the Borrower's Arrondissements to urban planning (authorisations DLR #6.3: Dematerialized procedures for all DLR #6,3: EUR 3,440,000 d'urbanisme); and business licenses have been effectively (ii) the issuance of deployed in the single windows of all the business licenses Borrower's Arrondissements (autorisations commerciales) -7- (7) DLI #7: DLR #7.1: a municipal real-state asset DLR #7,1: 0 Improving the management strategy and an associated action Borrower's real state plan have been adopted. -asset management DLR #7.2: 100% municipal real estate assets DLR #7.2: 0 have been registered. (8) DLI #8: DLR #8.1: An annual road maintenance plan DLR #8.1: EUR 3,447,000 Strengthening the has been adopted in form and substance as set sustainability of key forth in the POM municipal infrastructure through DLR #8,2: Number of bridges in a critical DLR #8.2: 0 evidence-based condition rehabilitated from a baseline of 0 to operation and 32. maintenance and targeted rehabilitation (9) DLI #9: DLR #9.1: A roadmap of investments to DLR #9,1:0 Strengthening the enhance energy efficiency in the streetlighting Borrower's climate sector has been adopted by the Borrower. action DLR #9.2: Green spaces are watered through DLR #9.2: 0 treated reused water mechanisms, from a baseline of 0 to 204. DLR #9.3: Area of selected green spaces DLR #9.3: 0 upgraded or created with an inclusive design as set forth in the POM, with a baseline of 0 and a target of 40 Ha, (10) DLI #10: DLR #10,1: Two (2) internal audit reports have DLR#101: 0 Strengthening the been approved by the Borrower. Borrower's governance to DLR #10.2: Nine (9) quarterly reporting DLR #10.2: EUR 1,723,500 improve revenue and scorecards on SDL oversight completed. expenditure management DLR #10.3: A human resources management DLR #10.3: 0 plan is adopted as set forth in the POM. (11) DLI #11: DLR #11: At least 60% of the total grievances DLR #11: EUR 1,723,500 Effective received across the Borrower's territory have digitalization of the been processed through the Citizen municipal Relationship Management Platform (Chikaya). administration for a quality service delivery and improved accountability toward citizens (12) DLI #12: DLR #12.1: a two-step credit rating has been DLR#12.1: 0 Enabling the carried out. Borrower's access to private capital and DLR #12.2: Double entry accounting DLR#12.2: 0 financial markets (Comptabilit Gdndrzale) standards have been used to develop the asset-based accounting covering the balance sheet in CY2023. (13) Front-end Fee to Not applicable EUR430,000 be paid pursuant to Section 2.03 of this Agreement in accordance with Section 2.05(b) of the General Conditions (14) Interest Rate Not applicable 0 Cap or Interest Rate Collar premium to be paid pursuant to Section 4.05(c) of the General Conditions TOTAL AMOUNT 172,000,000