LOAN NUMBER 9537-TN Guarantee Agreement (Tunisia-Italy Integration and Renewable Energy Ecosystem Project) between REPUBLIC OF TUNISIA and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT LOAN NUMBER 9537-TN GUARANTEE AGREEMENT AGREEMENT entered into between REPUBLIC OF TUNISIA ("Guarantor") and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank") ("Guarantee Agreement") in connection with the Loan Agreement of the Signature Date between the Bank and Socitj Tunisienne de 1'Electricitj et du Gaz ("Borrower"), concerning Loan No. 9537-TN ("Loan Agreement"). The Guarantor and the Bank hereby agree as follows: ARTICLE I - GENERAL CONDITIONS; DEFINITIONS Section 1.01. The General Conditions (as defined in the Appendix to the Loan Agreement) apply to and form part of this Agreement. Section 1.02. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the General Conditions. ARTICLE II - GUARANTEE Section 2.01. The Guarantor declares its commitment to the objectives of the Project. To this end, without limitation or restriction upon any of its other obligations under the Guarantee Agreement, the Guarantor hereby unconditionally guarantees, as primary obligor and not as surety merely, the due and punctual payment of all Loan Payments payable by the Borrower pursuant to the Loan Agreement. ARTICLE III -REPRESENTATIVE; ADDRESSES Section 3.01. The Guarantor's Representative is the Minister in charge of economy and planning. Section 3.02. For purposes of Section 10.01 of the General Conditions: (a) the Guarantor's address is: Ministry of Economy and Planning Avenue Cheikh Mohamed Fadhel Ben Achour Tour << A >> Centre Urbain Nord 1082 Tunis, Tunisia (b) the Guarantor's Electronic Address is: Facsimile: 216 71 799 069 -2- Section 3.03. For purposes of Section 10.01 of the General Conditions: (a) the Bank's Address is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America; and (b) the Bank's Electronic Address is: Telex: Facsimile: 248423(MCI) or +1-202-477-6391 64145(MCI) -3- AGREED as of the later of the two dates written below. REPUBLIC OF TUNISIA By Aut i7ed Representative Name: INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By Authorized Representative Name: Aki-& K RuP K.