OFFICIAL DOCUMENTS THE WORLD BANK IBRD* IDA I woRLDBANKe1t0 31 JAN 2018 H. E. Adama KONE Minister to the Prime Minister in charge of Economy and Finance Ministry of Economy and Finance Abidjan Republic of Cote d'Ivoire Re: Republic of Cote d'Ivoire: Second Advance Agreement for the Preparation of the Proposed CI-Energies Guarantee Project Project Preparation Advance No. V1620 Excellency: In response to the request for financial assistance made on behalf of the Republic of Cote d'Ivoire ("Recipient"), I am pleased to inform you that the International Development Association ("World Bank") proposes to extend to the Recipient a supplemental advance out of the World Bank's Project Preparation Facility in an amount not to exceed seven hundred fifty thousand Dollars ($750,000) ("Advance" or "Supplemental Advance") on the terms and conditions set forth or referred to in this letter agreement ("Agreement"), which includes the attached Annex, to assist in financing the activities described in the Annex ("Activities") hereto. A previous advance of one million Dollars ($1,000,000) was granted to the Recipient on August 31, 2017, bringing the total amount of financial support extended by the World Bank for the preparation of the proposed project to one million seven hundred fifty thousand Dollars ($1,750,000). The objective of the Activities is to facilitate the preparation of a proposed project designed to improve the sector's financial performance by refinancing the short term liabilities of Ci-Energies ("Project"), for the carrying out of which the Recipient has requested the World Bank's financial assistance. The Recipient represents, by confirming its agreement below, that: (a) it understands that the provision of the Supplemental Advance does not constitute or imply any commitment on the part of IBRD or IDA to assist in financing the Project; and (b) it is authorized to enter into this Agreement and to carry out the Activities, repay the Supplemental Advance and perform its other obligations under this Agreement, all in accordance with the provisions of this Agreement. Please confirm the Recipient's agreement to the foregoing by having an authorized official of the Recipient sign and date the enclosed copy of this Agreement, and returning it to the World Bank. Upon receipt by the World Bank of this countersigned copy, this Agreement shall become effective as of the date of the countersignature; provided, however, that the offer of this Agreement shall be deemed withdrawn if the World Bank has not received this countersigned copy 1818 H Street NW * Washington, DC 20433 USA -2- within ninety (90) days after the date of signature of this Agreement by the World Bank, unless the World Bank has established a later date for such purpose. Very truly yours, INTERNATIONAL DEVELOPMENT ASSOCIATION By3 Pierre Lda e Country Director for Cote d'Ivoire Africa Region AGREED: REPUBLIC OF COTE D'IVOIRE By: _____do__Cdt,__ Authorized Representative Name:Adama KONI Title: _. Dae: 2 FEV 2018IN Date: coo1 Enclosures: (1) "Standard Conditions for Advances Made by the World Bank under its Project Preparation Facility", dated July 31,2010 (2) Disbursement Letter for the Advance of the same date as this Agreement, together with "World Bank Disbursement Guidelines for Projects", dated May 1, 2006 (3) 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- PPA No. V1620 ANNEX Article I Standard Conditions; Definitions 1.01. Standard Conditions. The "Standard Conditions for Advances Made by the World Bank under its Project Preparation Facility" dated July 31, 2010 ("Standard Conditions"), constitute an integral part of this Agreement. 1.02. Definitions. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the Standard Conditions or in this Agreement and the following additional terms shall have the following meanings: (a) "Cl-Energies Legislation" means the Law No. 2011-472 establishing the Socidtd des Energies de Cote d'Ivoire, dated December 21, 2011. (b) "Implementing Entity" means Socigti des Energies de Cote d'Ivoire or CI- Energies. (c) "Subsidiary Agreement" means the agreement referred to in Section 2.03 (b) of this Annex. Article II Execution of the Activities 2.01. Description of the Activities. The Activities for which the Supplemental Advance is provided consist of additional advisory services for the carrying out of financial, transactional and legal services to be provided by international firms to the Recipient. 2.02. Execution of the Activities Generally. The Recipient declares its commitment to the objectives of the Activities. To this end, the Recipient shall cause the Activities to be carried out by the Implementing Entity in accordance with the provisions of: (a) Article II of the Standard Conditions; (b) this Article II; and (c) 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. 2.03. Institutional and Other Arrangements. Without limitation upon the provisions of Section 2.02 above: (a) The Recipient shall, throughout the Refinancing Date, cause the Implementing Entity to be responsible for the overall implementation of the Activities, including financial management, accounting and procurement. To this end, the Recipient shall take all necessary actions on its part to ensure that the Implementing Entity is, at all times during the implementation of the Activities, maintained with: (i) mandate, composition and resources satisfactory to the World Bank; and (ii) adequate staff with qualifications and experience satisfactory to the World Bank for a prompt and efficient implementation of the Activities. -4- (b) The Recipient, to facilitate the carrying out of the Activities, shall make the proceeds of the Supplementatl Advance available to the Implementing Entity on a grant basis. To this end, the Subsidiry Agreement between the Recipient and the Implementing Entity for the purpose of the initial preparation advance (PPA VI 070-Cl) shall be amended, not later than three (3) months after the Effective Date, in a manner satisfactory to the World Bank, to reflect the terms and conditions of the Supplemental Advance. 2.04. Monitoring, Reporting and Evaluation of the Activities. The Recipient shall monitor and evaluate the progress of the Activities in accordance with the provisions of Section 2.08 of the Standard Conditions. 2.05. Financial Management. (a) The Recipient shall ensure that a financial management system is maintained in accordance with the provisions of Section 2.09 of the Standard Conditions. (b) The Recipient shall ensure that interim un-audited financial reports for the Activities are prepared and furnished to the World Bank not later than forty-five (45) days after the end of each calendar quarter, covering the quarter, in form and substance satisfactory to the World Bank. (c) The Recipient shall have its Financial Statements audited in accordance with the provisions of Sections 2.09 (b) of the Standard Conditions. (i) If, on or before the Refinancing Date, a Refinancing Agreement has been executed by all of its parties, the Recipient shall have the Financial Statements included in the first audit of financial statements required under the Refinancing Agreement. (ii) If, by the Refinancing Date, no Refinancing Agreement has been executed by all of its parties, such audit of the Financial Statements shall cover the period of the Supplemental Advance, commencing with the fiscal year in which the first withdrawal under the Supplemental Advance was made. The audited Financial Statements for such period shall be furnished to the World Bank not later than six (6) months after the end of the Recipient's fiscal year in which the Refinancing Date occurs. (iii) Notwithstanding the provisions of paragraphs (i) and (ii) of this Section, the World Bank may request an audit of the Financial Statements prior to the Refinancing Date, covering such period as is indicated in its request. The audited Financial Statements for such period shall be furnished to the World Bank not later than six months (6) after the end of such period. 2.06. Procurement All consulting services required for the Activities and to be financed out of the proceeds of the Supplemental Advance shall be procured in accordance with the requirements set forth or referred to in the "World Bank Procurement Regulations for IPF Borrowers" dated July 2016, revised November 2017 ("Procurement Regulations") and the provisions of the Recipient's procurement plan for the Activities dated Januaary 16, 2018 ("Procurement Plan") provided for under Section IV of the Procurement Regulations, as the same may be updated from time to time in agreement with the World Bank. -5- Article III Withdrawal of the Advance 3.01. Eligible Expenditures. The Recipient may withdraw the proceeds of the Supplemental Advance in accordance with the provisions of: (a) Article III of the Standard Conditions; (b) this Section; and (c) such additional instructions as the World Bank may specify by notice to the Recipient (including the "Disbursement Guidelines for Investment Project Financing" dated February 2017, as revised from time to time by the World Bank and as made applicable to this Agreement pursuant to such instructions), to finance Eligible Expenditures as set forth in the following table. The table specifies each category of Eligible Expenditures that may be financed out of the proceeds of the Supplemental Advance ("Category"), the amount of the Supplemental Advance allocated to each Category, and the percentage of expenditures to be financed for Eligible Expenditures in each Category: Category Amount of the Advance Percentage of Allocated Expenditures to be (expressed in Dollars) Financed (inclusive of Taxes) (1) Consulting services 750,000 100% under the Activities TOTAL AMOUNT 750,000 3.02. Withdrawal Conditions. Notwithstanding the provisions of Section 3.01 of this Agreement, no withdrawal shall be made for payments made prior to the date of countersignature of this Agreement by the Recipient. 3.03. Refinancing Date. The Refinancing Date is December 31, 2018. Article IV Terms of the Advance 4.01. Service Charge. The Recipient shall pay a service charge on the Withdrawn Advance Balance at the rate of three-fourths of one percent (3/4 of 1%) per annum. The service charge shall accrue from the respective dates on which amounts of the Advance are withdrawn and shall be paid in arrears in accordance with the provisions of Section 4.02 of this Agreement. Service charges shall be computed on the basis of a 360-day year of twelve 30-day months. 4.02. Repayment. The Withdrawn Advance Balance shall be repaid by the Recipient to the World Bank (together with any service charges accrued thereon) in accordance with the provisions of Article IV of the Standard Conditions and the following provisions: (a) Refinancing under the Refinancing Agreement: If, on or before the Refinancing Date, a Refinancing Agreement has been executed by all of its parties, then the full amount of the Withdrawn Advance Balance shall be repaid to the World Bank (together with any service charges accrued on the Advance to the date of repayment) as soon as the Refinancing Agreement becomes -6- effective, by means of a withdrawal by the World Bank of an amount of the Refinancing Proceeds equivalent to the Withdrawn Advance Balance plus such service charges, in accordance with the provisions of the Refinancing Agreement. (b) Repayment in the absence of a Refinancing Agreement: If, on or before the Refinancing Date, no Refinancing Agreement has been executed by all of its parties, or if, by such date or at any time thereafter, it has been so executed but terminates without becoming effective, then: (i) if the amount of the Withdrawn Advance Balance does not exceed $50,000, it shall be repaid by the Recipient to the World Bank (together with service charges accrued on the Withdrawn Advance Balance to the date of repayment) on such date as the World Bank shall specify in a notice to the Recipient, which shall in no event be earlier than 60 days following the date of dispatch of such notice; and (ii) if the amount of the Withdrawn Advance Balance exceeds $50,000, it (together with service charges accrued on the Withdrawn Advance Balance to the Notice Date) (the "Aggregate Balance") shall be paid by the Recipient to the World Bank in ten approximately equal semiannual installments, in the amounts and on the dates ("Payment Dates") which the World Bank shall specify in a notice to the Recipient. In no event shall the first Payment Date be set earlier than 60 days following the date ("Notice Date") of dispatch of such notice. The Recipient shall pay a service charge on the Aggregate Balance at the rate of three-fourths of one percent (3/4 of 1%) per annum, payable in arrears on each Payment Date. The service charge shall be computed on the basis of a 360-day year of twelve 30-day months. Article V Additional Remedies 5.01. Additional Events of Suspension. The Additional Event of Suspension consists of the following, namely, that the CI-Energies Legislation has been amended, suspended, abrogated, repealed or waived so as to affect materially and adversely the ability of CI-Energies to perform any of its obligations under the amended Subsidiary Agreement. 5.02. Additional Event of Acceleration. The Additional Event of Acceleration consists of the following, namely, that the event specified in Section 5.01 of this Agreement has occurred. Article VI Recipient's Representative; Addresses 6.01. Recipient's Representative. The Recipient's Representative referred to in Section 9.02 of the Standard Conditions is its Minister responsible for finance. 6.02. Recipient's Address. The Recipient's Address referred to in Section 9.01 of the Standard Conditions is: -7- Ministry of Economy and Finance BP V 163 Abidjan Republic of Cote d'Ivoire Telex: Facsimile: MINFIN 225-20-30-25-25 Abidjan 225-20-30-25-28 6.03. World Bank's Address. The World Bank's Address referred to in Section 9.01 of the Standard Conditions is: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Telex: Facsimile: 248423 (MCI) or (1)-202-477-6391 64145 (MCI)