GCF LOAN NUMBER C3536




           Green Climate Fund

     Guarantee Agreement
(Tunisia-Italy Integration and Renewable Energy Ecosystem Project)


                            Between


                     REPUBLIC OF TUNISIA


                               and


      INTERNATIONAL BANK FOR RECONSTRUCTION
                     AND DEVELOPMENT
     Acting as an Accredited Entity of the Green Climate Fund
                                                            GCF LOAN NUMBER C3536

                               GCF GUARANTEE AGREEMENT

       AGREEMENT entered into between REPUBLIC OF TUNISIA (“Guarantor”) and
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT acting
as an Accredited Entity of the Green Climate Fund (“Bank”) (“GCF Guarantee
Agreement”) in connection with the GCF Financing Agreement of the Signature Date
between the Bank and Société Tunisienne de l’Electricité et du Gaz (“Recipient”),
concerning GCF Loan No. C3536 (“GCF Financing Agreement”). The Guarantor and the
Bank hereby agree as follows:

                 ARTICLE I – STANDARD CONDITIONS; DEFINITIONS

        Section 1.01. The Standard Conditions (as defined in the Appendix to the GCF
Financing 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 Standard 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 GCF Guarantee Agreement, the Guarantor hereby unconditionally guarantees, as
primary obligor and not as surety merely, the due and punctual payment of all Financing
Payments payable by the Recipient pursuant to the GCF Financing 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 9.01 of the Standard Conditions:

        (a)      the Guarantor’s address is:

                 Ministry of Economy and Planning
                 Avenue Cheikh Mohamed Fadhel Ben Achour Tour « A »
                 Centre Urbain Nord
                 1082; and

        (b)      the Guarantor’s Electronic Address is:

                 Facsimile:       216 71 799 069
                                  -2-



Section 3.03. For purposes of Section 9.01 of the Standard 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
                              _____________________________________/gs1/
                                            Authorized Representative
                                           Sihem Boughdiri Nemsia
                                   Name: __________________________/gn1/
                                                                      de la Planification pa
                                           Ministre de l Economie et/gt1/
                                   Title: __________________________

                                   Date:           December 13, 2023/gd1/


                       INTERNATIONAL BANK FOR
                       RECONSTRUCTION AND DEVELOPMENT
                       Acting as an Accredited Entity of the Green Climate
                       Fund


                       By
                              _____________________________________/gs2/
                                            Authorized Representative
                                            Alexandre Arrobbio
                                   Name: __________________________/gn2/
                                           Country Manager
                                   Title: __________________________ /gt2/

                                   Date:           December 13, 2023/gd2/