THE WORLD BANK WORLD BANKGROUP Date: /12 u H.E. Nadia Fettah Minister of Economy and Finances Ministry of Economy and Finances Avenue Mohammed V Rabat, Kingdom of Morocco Re: Kingdom ofMorocco Omnibus Amendment to Loan Agreements to introduce the Rapid Response Option Excellency: We refer to the loan agreements between the Kingdom of Morocco and the International Bank for Reconstruction and Development ("Bank") in respect of the loans listed in Annex I to this letter ("Loan Agreements"). We also refer to our recent discussion regarding the incorporation of the Rapid Response Option ("RRO") approved by the World Bank Board of Directors on February 1, 2024, in the Loan Agreements. In view of the above, and to establish the RRO for a CERP and a DPF Cat DDO, the Bank proposes to amend the Loan Agreements in accordance with Annex 2 to this letter. All other terms and conditions of the Loan Agreements shall remain in full force and effect. Please confirm your agreement with the foregoing by signing and dating this amendment letter in the space provided below. [Remainder of the page intentionally left blank] 1818 H Street N.W. -Washington, D.C. 20433 U.S.A. -2- The provisions set forth in this amendment letter shall become effective as of the date of the countersignature. Sincerely, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By: Jesko S. Hentschel Country Director for Morocco Middle East and North Africa Region AGREED: KINGDOM OF MO CCO By: Authorized Representative Name: -E. /L Title: hn 'm C6hd Date: / p Enclosures: Annex 1: List of Loan Agreements Annex 2: Amendments to Loan Agreements cc: CL, WFA FO, distribution list -3- ANNEX 1 List of Loan Agreements' Loan No. Program Name and Number Signature Date IBRD 92620 Integrated Disaster Risk Management and Resilience July 5, 2021 Program (P144539) IBRD 85600 Urban Transport Program (P149653) December 21, 2015 IBRD 91730 Additional Financing for Morocco Urban Transport December 22, 2020 Program (P149653) IBRD 88150 Strengthening Agri-Food Value Chains (P158346) December 21, 2017 IBRD 89900 Education Support Program (P167619) July 11, 2019 IBRD 94940 Additional Financing for Education Support Program April 5, 2023 (P167619) IBRD 90180 Municipal Performance Program (P168147) March 23, 2020 IBRD 93170 Public Sector Performance (ENNAJAA) Program March 23, 2022 (P169330) IBRD 91860 Green Generation Program-for-Results (P170419) December 22, 2020 IBRD 93860 Blue Economy Program for Results (P 172926) June 9, 2022 IBRD 92560 Improving Early Childhood Development outcomes in July 5, 2021 rural Morocco (P173073) IBRD 95480 Climate Operation / Support to the (NDC (P178763) October 26, 2023 IBRD 96270 Accelerating the Transformation of Higher Education March 25, 2024 and Scientific Research Operation (P1789 10) IBRD 95540 Health Reform Program (P179014) October 30, 2023 IBRD 95810 Water Security and Resilience Program (P179192) November 2, 2023 The list of Loan Agreements may be revised from time to time to include new Loan Agreements agreed by exchange of letters between the Borrower and the Bank. -4- ANNEX 2 Amendments to the Loan Agreements I. A new Section 1.03 is added to Article I of the Loan Agreements2 to read as follows: "1.03. All references to: (a) "Program" in the General Conditions are understood to apply, mutatis mutandis, to the Contingent Emergency Response Project ("CERP") only for purposes of the specific provisions of this Agreement that refer to the CERP (except for the relevant Sections on "Project Monitoring and Evaluation" and "Financial Management; Financial Statements; Audits" , and the definitions of "Program", "Program Agreement", "Program Implementing Entity", "Program Implementing Entity's Representative", "Program Report" and "Respective Part of the Program", and any provisions related to "Program Fiduciary, Environmental and Social Systems); and (b) "Program Expenditures" are understood to apply mutatis mutandis, to the Eligible Expenditures for the CERP only for purposes of the specific provisions of this Agreement that refer to the CERP." 2. Section 2.01 in Article II of the Loan Agreements is amended by adding the following sentence at the end of this Section: "Furthermore, the parties to this Agreement agree that the Loan includes the Rapid Response Option ("RRO")." 3. Section 3.01 in Article III of the Loan Agreements is amended by adding the following sentence at the end of this section: "Furthermore, the Borrower declares its commitment to the objectives of the CERP, and to this end, shall carry out, or cause to be carried out, the CERP in accordance with Article V of the General Conditions and the Addendum to Schedule 2 to this Agreement." 4. Part A (General) of the relevant Section on Withdrawal of Loan Proceeds of Schedule 2 to the Loan Agreements' is amended by adding a new paragraph in accordance with the applicable numbering sequence, as follows: "[#]. Notwithstanding the provisions of the previous paragraph(s) of this Section, and solely with respect to the amount of the Loan allocated to: (a) the Category titled "Eligible Expenditures for the CERP", the Borrower may withdraw the proceeds of the Loan, in accordance with Article II of the General Conditions, the relevant provisions of Section B below, and the CERP Disbursement and Financial Information Letter, to finance 100% of Eligible Expenditures for the CERP Except that this new Section 1.03 is not added to the Loan Agreement for: (a) Loan No. IBRD 89900 (Education Support Program), (b) Loan No. IBRD 94940 (Education Support Program Additional Financing), and (c) Loan No. IBRD 96270 (Accelerating the Transformation of Higher Education and Scientific Research Operation). Except that the reference to "General Conditions" in this new paragraph shall be read as "Project General Conditions" in the case of the Loan Agreement for: (a) Loan No. IBRD 89900 (Education Support Program), (b) Loan No. IBRD 94940 (Education Support Program Additional Financing), and (c) Loan No. IBRD 96270 (Accelerating the Transformation of Higher Education and Scientific Research Operation). -5- (inclusive of Taxes); and (b) the Category titled "Complementary Financing for the Cat DDO", the Borrower may withdraw the proceeds of the Loan in accordance with the provisions of Section II.A of the relevant Schedule on Program Actions and Availability of Loan Proceeds to the Cat DDO Legal Agreement (including the relevant provisions of any other document that is referred to or forms part of the Cat DDO Legal Agreement), which are hereby incorporated by reference in this Agreement, and which shall apply, mutatis mutandis, to the amount of the Loan allocated to the aforementioned Category." 5. The withdrawal table set forth in Part A (General) of the Section on Withdrawal of Loan Proceeds of Schedule 2 to the Loan Agreements' is amended by adding two additional categories in accordance with the applicable numbering sequence, as follows: (#) Eligible Expenditures for the [column to be left blank] 0 CERP (#) Complementary Financing for [column to be left blank] 0 the Cat DDO 6. Part B (Withdrawal Conditions; Withdrawal Period) of the Section on Withdrawal of Loan Proceeds of Schedule 2 to the Loan Agreements' is amended by adding the following paragraphs at the end of said part: "[#]. Further to paragraph I above and notwithstanding the provisions of Part A above, no withdrawal shall be made: (a) for Eligible Expenditures for the CERP under the respective Category, until and unless the Bank has notified the Borrower that the following conditions have been fulfilled: (i) (A) the Borrower has determined that an Eligible Crisis or Emergency has occurred, and has furnished to the Bank a request to reallocate and thereafter withdraw all or part of the Unwithdrawn Loan Balance for the financing of a specific Crisis Response Plan under a CERP under implementation at the time of the request; and (B) the Bank has agreed 4 Except that in the case of the Loan Agreement for: (a) Loan No. IBRD 89900 (Education Support Program), (b) Loan No. IBRD 94940 (Education Support Program Additional Financing), and (c) Loan No. IBRD 96270 (Accelerating the Transformation of Higher Education and Scientific Research Operation), the additional categories are added as follows: (#) Eligible Expenditures for [column to be left [column to be left 0 the CERP blank] blank] (#) Complementary Financing [column to be left [column to be left 0 for the Cat DDO blank] blank] Except that the last two paragraphs proposed thereunder will not be added in the case of the Loan Agreement for: (a) Loan No. IBRD 89900 (Education Support Program), (b) Loan No. IBRD 94940 (Education Support Program Additional Financing), and (c) Loan No. IBRD 96270 (Accelerating the Transformation of Higher Education and Scientific Research Operation). -6- with such determination, accepted said request and notified the Borrower thereof, and (ii) the Borrower has adopted the CERP Manual (with the CERP ESCP attached as an annex) and the Crisis Response Plan, both in form and substance acceptable to the Bank. (b) for Complementary Financing for the Cat DDO, until and unless: (i) the Borrower has furnished to the Bank a request to reallocate all or part of the Unwithdrawn Loan Balance for the Complementary Financing for the Cat DDO, and such notice specifies the Cat DDO Legal Agreement; and (ii) the Bank has accepted said request and notified the Borrower thereof, and is satisfied, based on evidence satisfactory to it, that the conditions precedent to withdrawal of the financing provided under the Cat DDO Legal Agreement have been fulfilled. [#]. In the event of withdrawal of the Complementary Financing for the Cat DDO, the Borrower shall comply with any provisions on "Deposits of Loan Proceeds/Amounts" and "Audits" in the Schedule to the Cat DDO Legal Agreement (including the relevant provisions of any other document that is referred to or forms part of the Cat DDO Legal Agreement) to the same extent as if such provisions have been set out in full in this Agreement, except that: (a) the term "Loan" shall be deemed to refer to the amount of the Complementary Financing for the Cat DDO; and (b) the term "Loan Account" shall be deemed to refer to the Loan Account for this Loan. [#]. Notwithstanding the provisions of Article II of the General Conditions, and solely for the purpose of the amount of the Loan allocated from time to time to the Category titled "Eligible Expenditures for the CERP: (a) at the Borrower's request and on such terms and conditions as the Bank and the Borrower shall agree, the Bank may enter into special commitments in writing to pay amounts for Eligible Expenditures notwithstanding any subsequent suspension or cancellation by the Bank or the Borrower ("Special Commitment"). When the Borrower wishes to request the Bank to enter into a Special Commitment, the Borrower shall promptly deliver to the Bank a written application in such form and substance as the Bank shall reasonably request. (b) The Borrower may open and maintain one or more designated accounts into which the Bank may, at the request of the Borrower, deposit amounts withdrawn from the Loan Account as advances for purposes of the CERP. All designated accounts shall be opened in a financial institution acceptable to the Bank, and on terms and conditions acceptable to the Bank. (c) Deposits into, and payments out of, any such designated account shall be made in accordance with this Agreement and the CERP Disbursement and Financial Information Letter. The Bank may, in accordance with this Agreement and such -7- letter, cease making deposits into any such account upon notice to the Borrower. In such case, the Bank shall notify the Borrower of the procedures to be used for subsequent withdrawals from the Loan Account. [#] The Borrower may not cancel any amount of the Unwithdrawn Loan Balance that is subject to a Special Commitment and no cancellation or suspension by the Bank shall apply to amounts of the Loan subject to any Special Commitment except as expressly provided in the Special Commitment. 7. An Addendum to Schedule 2 is added to the Loan Agreements to read as follows: "ADDENDUM TO SCHEDULE 2 CERP Execution Section I. Implementation Arrangements 1 . The Borrower shall carry out the CERP pursuant to the Crisis Response Plan(s), the CERP Manual, the Environmental and Social Standards, the CERP ESCP and the environmental and social instruments prepared thereunder, all in a manner acceptable to the Bank. To this end, the Borrower shall ensure that: (a) the structures and arrangements referred to in the CERP Manual are maintained throughout the implementation of the CERP, in a manner and substance acceptable to the Bank; (b) the environmental and social instruments required for the CERP, and the respective Crisis Response Plans are prepared, disclosed and adopted in accordance with the CERP Manual and the CERP ESCP, and in form and substance acceptable to the Bank; (c) the measures and actions specified in the applicable CERP ESCP are implemented with due diligence and efficiency, as provided in the CERP ESCP; (d) sufficient funds are made available to cover the costs of implementing the CERP ESCP; (e) policies and procedures are maintained, and qualified and experienced staff in adequate numbers are retained to implement the CERP ESCP, as provided in the CERP ESCP; (f) subject to the prior written agreement of the Bank, any revised CERP ESCP, and/or environmental and social documents prepared thereunder, is/are disclosed promptly after their approval; (g) all measures necessary are taken to collect, compile, and furnish to the Bank through regular reports, with the frequency specified in the CERP ESCP, and promptly in a separate report or reports, if so requested by the Bank, information on the status of compliance with the CERP ESCP and the environmental and social -8- instruments referred to therein, all such reports in form and substance acceptable to the Bank, setting out, inter alia: (i) the status of implementation of the CERP ESCP; (ii) conditions, if any, which interfere or threaten to interfere with the implementation of the CERP ESCP; and (iii) corrective and preventive measures taken or required to be taken to address such conditions; (h) the Bank is promptly notified of any incident or accident related to or having an impact on the CERP which has, or is likely to have, a significant adverse effect on the environment, the affected communities, the public or workers, in accordance with the CERP ESCP, the environmental and social instruments referenced therein and the Environmental and Social Standards. 2. The Borrower shall ensure that neither the Crisis Response Plan nor the CERP Manual or the CERP ESCP is amended, suspended, abrogated, repealed or waived without the prior written approval by the Bank. Nevertheless, in the event of any inconsistency between the provisions of the CERP Manual, the Crisis Response Plan, or the CERP ESCP, on the one side, and any provision of this Agreement, on the other, the provisions of this Agreement shall prevail. 3. The Borrower shall, or shall cause to, establish, publicize, maintain, and operate an accessible grievance mechanism, to receive and facilitate resolution of concerns and grievances of people affected by the CERP, and take all measures necessary and appropriate to resolve, or facilitate the resolution of, such concerns and grievances, in a manner acceptable to the Bank. 4. The Borrower shall ensure that all bidding documents and contracts for civil works under the CERP include the obligation of contractors, subcontractors and supervising entities to: (a) comply with the relevant aspects of the CERP ESCP and the environmental and social instruments referred to therein; and (b) adopt and enforce codes of conduct that should be provided to and signed by all workers, detailing measures to address environmental, social, health and safety risks, and the risks of sexual exploitation and abuse, sexual harassment and violence against children, all as applicable to such civil works commissioned or carried out pursuant to said contracts. 5. All goods, works, and services required for the CERP 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 latest iteration of the "World Bank Procurement Regulations for Borrowers under Investment Project Financing" that had been issued by the Bank on the day of the Bank's endorsement of the CERP for financing and the provisions of the CERP Procurement Plan. If at any time, the Bank: (i) determines that the procurement of any contract to be financed out of the proceeds of the Loan under the CERP is inconsistent with the procedures set forth or referred to in this Agreement; and (ii) establishes the amount of expenditures under such contract which would otherwise have been eligible for financing out of the proceeds of the Loan, the Bank may, by notice to the Borrower, terminate the right of the Borrower to make withdrawals with respect to such amount. Upon the giving of such notice, such amount shall be cancelled. -9- 6. The Borrower shall ensure that the CERP is carried out in accordance with the provisions of the latest iteration of the "Guidelines on Preventing and Combating Fraud and Corruption in Projects Financed by IBRD Loans and IDA Credits and Grants" that had been issued by the Bank on the day of the Bank's endorsement of the CERP for financing. 7. Except as the Bank shall otherwise agree, the Borrower shall ensure that all goods, works and services required for the CERP and financed out of the proceeds of the Loan are used exclusively for the purposes of the CERP. 8. The Borrower shall ensure that the records maintained pursuant to the Section of the General Conditions titled "Plans; Documents; Records" identify the Eligible Expenditures financing out of the Loan and disclose their use in the CERP. Section I. Project Monitoring, Reporting and Evaluation 1. The Borrower shall: (a) 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 Bank, the progress of the CERP and the achievement of its objectives; (b) prepare or cause to be prepared periodic reports ("CERP Report") and in form and substance satisfactory to the Bank, integrating the results of the monitoring and evaluation activities of the CERP and setting out measures recommended to ensure the continued efficient and effective execution of the CERP, and to achieve its objectives; and such CERP Reports shall be prepared: (i) on an annual basis in the absence of an Eligible Crisis and Emergency; and (ii) at least semi-annually, as further determined in the CERP Manual, throughout the implementation period of a Crisis Response Plan during an Eligible Crisis and Emergency; and (c) except as the Bank may reasonably determine otherwise, not later than six (6) months after the end of the implementation period of the CERP, prepare or cause to be prepared and furnish to the Bank: (i) a report of such scope and in such detail as the Bank shall reasonably request, on the execution of the CERP, the performance by the Borrower and the Bank of their respective obligations, and the accomplishment of the purposes of the Loan; and (ii) a plan designed to ensure the sustainability of the CERP's achievements. 2. The Borrower shall: (a) maintain or cause to be maintained a financial management system and prepare financial statements ("CERP 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 CERP; - 10- (b) have the CERP Financial Statements periodically audited by independent auditors acceptable to the Bank, in accordance with consistently applied auditing standards acceptable to the Bank; (c) not later than the date specified in the CERP Disbursement and Financial Information Letter, furnish or cause to be furnished to the Bank the CERP Financial Statements as so audited, and such other information concerning the audited Financial Statements and such auditors, as the Bank may from time-to- time reasonably request; (d) make the audited CERP Financial Statements, or cause the audited CERP Financial Statements to be made, publicly available in a timely fashion and in a manner acceptable to the Bank; and (e) if requested by the Bank, periodically furnish or cause to be furnished to the Bank interim unaudited financial reports for the CERP, in form and substance satisfactory to the Bank and as further specified in the CERP Disbursement and Financial Information Letter." 8. The following definitions are inserted in the Appendix to the Loan Agreements in alphabetical order, as follows: (#) "Cat DDO Legal Agreement" means the agreement entered or to be entered between the Borrower and the Bank providing for the Cat DDO, whose closing date is after the date when the Borrower requests the withdrawal of the Complementary Financing for the Cat DDO, as further specified by the Borrower in such request for withdrawal. (#) "Cat DDO" means the financing provided under the Cat DDO Legal Agreement with a deferred drawdown option for catastrophe risks. (#) "CERP Disbursement and Financial Information Letter" means the letter transmitted by the Bank to the Borrower specifying the additional instructions for disbursement (including the "World Bank Disbursement Guidelines for Projects", as revised from time to time by the Bank and as made applicable to this Agreement pursuant to such letter) and setting out CERP specific financial reporting requirements. (#) "CERP Financial Statements" means the financial statements referred to in Section 11.2(a) of the Addendum to Schedule 2 to this Agreement. (#) "CERP Manual" means the implementation manual to be prepared and adopted by the Borrower, setting forth the detailed implementation arrangements for the CERP, including: (A) any structures or institutional arrangements, allocation of responsibilities and decision making powers for coordinating and implementing the activities thereunder; (B) the specific activities to be implemented under the CERP in response to the declared/determined Eligible Crisis and Emergency; (C) the template for the Crisis Response Plan; (D) the positive list of Eligible Expenditures for the CERP; (E) the financial management and withdrawal - 11 - arrangements for the CERP; (F) the procurement methods and procedures to be followed in the implementation of the CERP; (G) a description of the environmental and social assessment and management arrangements applicable to the CERP; and (H) template of the CERP Reports as well as the monitoring and evaluation arrangements for the activities thereunder. (#) "Complementary Financing for the Cat DDO" means the amount of the Loan allocated to the category entitled "Complementary Financing for the Cat DDO" in the table set forth in the relevant Section on Withdrawal of Loan Proceeds of Schedule 2 to this Agreement. (#) "CERP Procurement Plan" means the Borrower's procurement plan for the CERP, provided for under Section IV the Procurement Regulations, as such plan may be updated from time to time with the Bank's approval. (#) "CERP Report" means each report on the CERP to be prepared and furnished to the Bank pursuant to Section 11.1 of the Addendum to Schedule 2 to this Agreement. (#) "Contingent Emergency Response Project" or "CERP" mean the contingent emergency response project prepared from time to time by the Borrower and agreed with the Bank aimed at responding promptly and effectively to an Eligible Crisis or Emergency, as further elaborated in the Crisis Response Plan(s), as amended from time to time by agreement between the Borrower and the Bank. (#) "Crisis Response Plan" means the plan to be prepared and adopted by the Borrower in response to an Eligible Crisis or Emergency detailing, among others: (i) the activities to be implemented under the CERP in response to the Eligible Crisis or Emergency; (ii) the estimated budget therefor and corresponding appropriations and/or financing sources; (iii) the implementation timeline which, unless the Bank otherwise agrees, shall not exceed twelve (12) months; (iv) the foreseeable procurement and an abridged CERP Procurement Plan therefor; and (v) the envisioned results framework and indicators. (#) "CERP ESCP" means the environmental and social commitment plan for the CERP to be prepared and adopted by the Borrower, as the same may be amended from time to time in accordance with the provisions thereof, setting forth the material measures and actions that the Borrower shall carry out or cause to be carried out to address the potential environmental and social risks and impacts of the activities detailed in the said Crisis Response Plan, including the timeframes of the actions and measures, institutional, staffing, training, monitoring and reporting arrangements, and any environmental and social instruments to be prepared thereunder. (#) "Eligible Crisis or Emergency" means an event that has caused, or is likely to imminently cause, a major adverse economic and/or social impact to the Borrower, associated with a natural or man-made crisis or disaster. - 12- 6(#) "Eligible Expenditure" means an expenditure which meets the requirements of the relevant Section titled "Program Expenditures" of the General Conditions. '(#) "Environmental and Social Standards" or "ESSs" means, collectively: (i) "Environmental and Social Standard 1: Assessment and Management of Environmental and Social Risks and Impacts"; (ii) "Environmental and Social Standard 2: Labor and Working Conditions"; (iii) "Environmental and Social Standard 3: Resource Efficiency and Pollution Prevention and Management"; (iv) "Environmental and Social Standard 4: Community Health and Safety"; (v) "Environmental and Social Standard 5: Land Acquisition, Restrictions on Land Use and Involuntary Resettlement"; (vi) "Environmental and Social Standard 6: Biodiversity Conservation and Sustainable Management of Living Natural Resources"; (vii) "Environmental and Social Standard 7: Indigenous Peoples/Sub- Saharan Historically Underserved Traditional Local Communities"; (viii) "Environmental and Social Standard 8: Cultural Heritage"; (ix) "Environmental and Social Standard 9: Financial Intermediaries"; (x) "Environmental and Social Standard 10: Stakeholder Engagement and Information Disclosure"; effective on October 1, 2018, as published by the Bank. (#) "Rapid Response Option" or "RRO" means the use of all or any portion of the Loan that has been requested by the Borrower and accepted by the Bank in accordance with the terms of this Agreement to assist in financing the CERP; and (b) provide complementary financing in support of the program defined in the Cat DDO Legal Agreement." (#) "Special Commitment" means any special commitment entered into or to be entered into by the Bank pursuant to this Agreement. 6 This definition is not added in the Appendix to the Loan Agreement for: (a) Loan No. IBRD 89900 (Education Support Program), (b) Loan No. IBRD 94940 (Education Support Program Additional Financing), and (c) Loan No. IBRD 96270 (Accelerating the Transformation of Higher Education and Scientific Research Operation). 7 Applicable only for those Loan Agreements that do not currently have the same definition in the relevant Appendix. ' This definition is not added in the Appendix to the Loan Agreement for: (a) Loan No. IBRD 89900 (Education Support Program), (b) Loan No. IBRD 94940 (Education Support Program Additional Financing) and (c) Loan No. IBRD 96270 (Accelerating the Transformation of Higher Education and Scientific Research Operation).