The World Bank 1818 H Street N.W. (202) 473-1000 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Washington, D.C. 20433 Cable Address: INTBAFRAD INTERNATIONAL DEVELOPMENT ASSOCIATION U.S.A. Cable Address: INDEVAS 21-Nov-2024 ______________ H. E. Adama Coulibaly Minister of Economy and Finance Ministry of Economy and Finance Abidjan Republic of Cote d’Ivoire Re: REPUBLIC OF CÔTE D’IVOIRE: Abidjan Urban Mobility Project (CREDIT NUMBER 6450-CI) Amendment to the Financing Agreement Excellency: We refer to (i) the Financing Agreement (“Financing Agreement”) dated September 16, 2019, between the Republic of Côte d’Ivoire (the “Recipient”) and the International Development Association (the “Association”) for the provision of a credit (no. 6450-CI) from the Association (the “Credit”) as contribution to the financing of the Abidjan Urban Mobility Project (“Project”). We also refer to (ii) previous exchanges of view on the participation of IFC in the implementation of the Project, your letter No. 2188/MEF/CAB/Coordo-Ang/vK dated March 12, 2024, requesting among other things an extension of the Closing Date, and Arreté no. 0108/MBPE dated March 20, 2023 related to the exemption of the goods and services procured exclusively for the Project from value added tax, customs duties and import taxes. Capitalized terms used in this amendment letter and not otherwise defined herein have the meaning ascribed to them in the Financing Agreement. We are pleased to inform you that the Association accedes to your request and proposes to amend the Financing Agreement as indicated below: 1. In Article III (Project) of the Financing Agreement, Section 3.01(c) is modified to read as follows: “(c) Part C.1 of the Project with AGEROUTE and Part C.2 of the Project with FDTR and SGPME.” 2. In Schedule 1 (Project Description) to the Financing Agreement, Part C.2(a)(i) is modified to read as follows: “(i) Capitalization of the transport window of a Risk Sharing Facility established to encourage Participating Banks to serve selected beneficiaries by partially mitigating creditor risk through Partial Credit Guarantees for first loss cover;” 3. In Schedule 2 (Project Execution) to the Financing Agreement, Section I.C is modified to read as follows: “C. Risk Sharing Facility RCA 248423.  WUI 64145  FAX (202) 477-6391 -2- 1. To facilitate the carrying out of Part C.2(a) of the Project and without limitation upon the provisions of Article 3.01 of this Agreement, the Recipient shall: (a) carry out Part C.2(a) of the Project in accordance with the provisions of this Agreement, the Risk Sharing Facility Framework Agreement, the Risk Sharing Facility Manual and the Partial Credit Guarantee Agreements, all on terms and conditions acceptable to the Association; (b) perform all its obligations and take all actions necessary on its part to enable other stakeholders to perform all their obligations under said agreements; (c) not take or permit to be taken any action which would prevent or interfere with such performance; and (d) not waive, except as the Association shall otherwise agree, said agreements or any provision thereof. 2. The Recipient shall, for purposes of Part C.2(a) of the Project, ensure that an account is opened and maintained, on behalf of the Recipient, on terms and conditions satisfactory to the Association (“the Risk Sharing Facility Account”). Deposits into the Risk Sharing Facility Account by tranches to capitalize the Risk Sharing Facility and payments out of the Risk Sharing Facility Account shall be made in accordance with the terms and conditions set forth in this Agreement, the Risk Sharing Facility Framework Agreement and the Risk Sharing Facility Manual.” 4. In Schedule 2 (Project Execution) to the Financing Agreement, Section III.A (Withdrawal of the Proceeds of the Credit, General) is deleted in its entirety and replaced by the new disbursement table attached to this Amendment Letter. 5. In Schedule 2 (Project Execution) to the Financing Agreement, Section III.B.1(b) (Withdrawal Conditions) is amended to read id follows: “(b) under Category 2, until and unless the Association notified the Recipient that the Association has received evidence satisfactory in form and substance that the following conditions have been achieved: (i) for the disbursement of the funds allocated to Category (2)(i): (A) the Risk Sharing Facility Framework Agreement has been signed, (B) the Risk Sharing Facility Manual has been updated to incorporate the activities included under Part C.2(a) of the Project, including the guidelines for the establishment of the transport sector guarantee window and its operation, and (C) the first Partial Credit Guarantee Agreement has been signed; (ii) for the disbursement of the funds allocated to Category (2)(ii): the actual aggregate lending of Participating Banks having received a Partial Credit Guarantee under the Project has reached 60% of the maximum aggregate lending of Participating Banks which can benefit from a Partial Credit Guarantee under the Project with the back-up of the amount disbursed under Category (2)(i), in accordance with eligibility criteria, guaranteed ratio and other rights and obligations included the Risk Sharing Facility Framework Agreement and covenants described in the Risk Sharing Facility Manual; and -3- (iii) for the disbursement of the funds allocated to Category (2)(iii): the actual aggregate lending of Participating Banks having received a Partial Credit Guarantee under the Project has reached 60% of the maximum aggregate lending of Participating Banks which can benefit from a Partial Credit Guarantee under the Project with the back-up of the amount disbursed under Categories (2)(i) and (2)(ii), in accordance with eligibility criteria, guaranteed ratio and other rights and obligations included the Risk Sharing Facility Framework Agreement and covenants described in the Risk Sharing Facility Manual. 6. In Schedule 2 (Project Execution) to the Financing Agreement, Section III.B.2 (Withdrawal Period) is amended to read id follows: “2. The Closing Date is October 15, 2028.” 7. In the Appendix to the Financing Agreement, Definitions 20 (FDTR), 26 (IFC) and 36 (PAMOSET) are deleted. The following definitions in the Appendix are renumbered accordingly. 8. In the Appendix to the Financing Agreement, Definitions 38, renumbered 36 in application of the amendment in paragraph 7 immediately above, is amended to read as follows: “35. “Partial Credit Guarantee Agreement” means an agreement entered or to be entered between SGPME and a Participating Bank for the issuance of a Partial Credit Guarantee by SGPME to such Participating Bank under Part C.2(a) of the Project.” 9. In the Appendix to the Financing Agreement, Definitions 48, renumbered 46 in application of the amendment in paragraph 7 above, is amended to read as follows: “45. “Risk Sharing Facility Framework Agreement” means the agreement to be entered into between the Recipient and SGPME, in form and substance acceptable to the Association for the purpose of carrying out the activities under Part C.2(a) of the Project, as the same may be modified from time to time with prior non objection of the Association. 10. In the Appendix to the Financing Agreement, Definitions 48, renumbered 46 in application of the amendment in paragraph 7 above, is amended to read as follows: “47. “Risk Sharing Facility Manual” means SGPME’s manual entitled “Manuel de Procedures de la Garantie Partielle de Portefeuille (GPP)” and dated March 2023, containing, inter alia, all implementation details, selection and approval processes for selected beneficiaries, contractual arrangements for the Partial Credit Guarantees and follow-up activities related to the Risk Sharing Facility, as such manual may be amended from time to time with the prior written approval of the Association. 7. In the Appendix to the Financing Agreement, Definitions 53, renumbered 51 in application of the amendment in paragraph 6 immediately above, is amended to read as follows: “52. “Specialized Implementing Agencies” or “SIAs” means AGEROUTE, CNP-PPP, MEPS, FDTR, SGPME, MCLAU, and SOTRA. 8. In the Appendix to the Financing Agreement, the following definition is added in the alphabetical order and all subsequent definitions are renumbered accordingly. -4- “50. “SGPME” means Société de Garantie des Crédits aux Petites et Moyennes Entreprises Ivoiriennes (in short “SGPME”), a public company (société d’état) duly registered in the company registry of the Recipient under number CI-2022- 0036513 N, established pursuant to decree no. 2022-261 dated April 13, 2022 for the establishment of Société de Garantie des Crédits aux Petites et Moyennes Entreprises Ivoiriennes (“SGPME”), and governed by its Articles of Incorporation dated August 16, 2022 and legal and regulatory provisions applicable to public companies registered in the Recipient’s territory and companies exercising activities similar to those described in SGPME’s articles of incorporation in the Recipient’s territory.” All other provisions of the Financing Agreement except as amended herein, shall remain in full force and effect. Please confirm your agreement to the amendment by countersigning, dating and returning to us the enclosed copy of this letter, while keeping one original for you records. This amendment shall become effective on the date of its countersignature by the Recipient’s authorized representative. Please also note that the Project and Restructuring Paper dated November 9 2024, a copy of which is enclosed herewith, will be disclosed on the Association’s external website as per the World Bank’s policy on Access to Information. Very truly yours, ______________________ Marie-Chantal Uwanyiligira Country Director, Côte d’Ivoire CONFIRMED AND AGREED: REPUBLIC OF CÔTE D’IVOIRE: By: ____________________________________ Mr. Adama Coulibaly Minister of Economy and Finance Ministry of Economy and Finance 22-Nov-2024 Date: ______________________ -5- Attachment to the Amendment Letter: revised disbursement table Category Amount of the Credit Percentage of Allocated (expressed in Expenditures to be EUR) Financed (1) Goods, works, Operating 238,431,000 Such percentage of Costs, non-consulting Eligible Expenditures services, and consulting with or without Taxes services for Parts A.1, as stated for each A.2, A.3, B.1, B.2, C.1, calendar year in the D.1(a),(c),(d), Annual Work Plan and D.2(a),(b),(c), and D.3 Budget prepared in of the Project accordance with Section I.D of this Schedule, starting in calendar year 2019 (2) Capitalization of the (i) 7,120,000 100% of amounts transport window of the disbursed Risk Sharing Facility (ii) 5,340,000 under Part C.2(a) of the Project (iii) 5,340,000 (3) Premiums under Part 9,000,000 Such percentage of C.2(b) of the Project Eligible Expenditures with or without Taxes as stated for each calendar year in the Annual Work Plan and Budget prepared in accordance with Section I.D of this Schedule, starting in calendar year 2019 (4) Scholarships under Part 400,000 Such percentage of D.1(b) of the Project Eligible Expenditures with or without Taxes as stated for each calendar year in the Annual Work Plan and Budget prepared in accordance with Section I.D of this Schedule, starting in calendar year 2019 -6- (5) Social security coverage 1,300,000 Such percentage of under Part D.2(b) of the Eligible Expenditures Project with or without Taxes as stated for each calendar year in the Annual Work Plan and Budget prepared in accordance with Section I.D of this Schedule, starting in calendar year 2019 (6) Front-end Fee 669,000 Amount payable pursuant to Section 2.03 of this Agreement in accordance with Section 3.08 (b) of the General Conditions (7) Interest Rate Cap or 0 Amount due pursuant Interest Rate Collar to Section 4.06 (c) of premium the General Conditions TOTAL AMOUNT 267,600,000