Conformed Copy - L4128 - Railway Restructuring Project - Supplemental Letter 1

Page 1 OFFICE NATIONAL DES CHEMINS DE FER April 30, 1997 International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Re: Loan No. 4128 MOR (Railway Restructuring Project) Representations Dear Sirs and Mesdames: In connection with the Loan Agreement of even date herewith between the International Bank for Reconstruction and Development (the Bank) and the Office National des Chemins de Fer (the Borrower) for the above-captioned Loan, the Borrower hereby undertakes and warrants to the Bank that: 1. The financial statements dated December 31, 1995, copies of which have been furnished to the Bank, correctly set forth the financial and operating condition of the Borrower as of that date, and since that date there have been no material adverse changes in the financial and operating conditions of the Borrower. 2. The Borrower is not engaged in litigation as plaintiff or defendant, the outcome of which might materially and adversely affect its financial condition. 3. The Borrower has no outstanding agreements or liabilities, contingent or otherwise (including taxes), that might materially and adversely affect its financial condition. 4. Except as provided in the Attachment hereto, no debt of the Borrower is secured by any mortgage, pledge, charge, priority, or other lien, and no contract or arrangement exists for the creation of any such mortgage, pledge, charge, priority, or other lien. 5. There are no existing defaults in the payment of principal of, or interest or other charges on, any of the debts of the Borrower. 6. The Borrower is not in violation of, and execution and delivery of the Loan Agreement and the compliance with all its terms do not and will not result in any violation of, any provisions of any existing agreement, franchise, concession, license, or permit, or of any statute, law, decree-law, executive decree, regulation, or any other legal rule of a similar nature presently in effect and applicable to the Borrower. 7. The Borrower is a duly existing industrial and commercial public institution under the laws of the Kingdom of Morocco, with full authority to carry out its present business, to carry out the Project, and to execute and deliver the Loan Agreement, and has furnished to the Bank true copies of Laws No. 1-63-225, 1-70-18 and 1-73-202, and Decree No. 23-67 and of all other legislation presently in force and effect and governing or applicable to the operations of the Borrower, as well as of its articles of incorporation and by-laws presently in effect and governing the Borrower. It is our understanding that, in making the Loan and entering into the Loan Agreement with the Borrower, the Bank may rely on the representations contained herein. Very truly yours, Page 2 OFFICE NATIONAL DES CHEMINS DE FER By /s/ Mohamed Benaissa Authorized Representative