OFFICiAL DOCUMENTS CREDIT NUMBER 6450-Cl Financing Agreement (Abidjan Urban Mobility Project) between REPUBLIC OF COTE D'IVOIRE and INTERNATIONAL DEVELOPMENT ASSOCIATION CREDIT NUMBER 6450-Cl FINANCING AGREEMENT AGREEMENT dated as of the Signature Date between REPUBLIC OF COTE D'IVOIRE ("Recipient") and INTERNATIONAL DEVELOPMENT ASSOCIATION ("Association"). The Recipient and the Association hereby agree as follows: ARTICLE I - GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to this Agreement) apply to and form part of this Agreement. 1.02. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the General Conditions or in the Appendix to this Agreement. ARTICLE 1I -CREDIT 2.01. The Association agrees to extend to the Recipient a credit, deemed by the Association to be on non-concessional terms, as set forth or referred to in this Agreement, in an amount equivalent in Euros to 267,600,000 (two hundred sixty seven hundred million and six hundred thousand ) as such amount may be converted from time to time through a Currency Conversion ("Credit") or ("Financing"), to assist in financing the project described in Schedule 1 to this Agreement ("Project"). 2.02. The Recipient may withdraw the proceeds of the Credit in accordance with Section III of Schedule 2 to this Agreement. 2.03. The Front-end Fee is one quarter of one percent (1/ of 1%) of the Credit amount. 2.04. The Commitment Charge is one-quarter of one percent (¼ of 1%) per annum on the Unwithdrawn Credit Balance. 2.05. The Interest Charge is the Reference Rate plus the Fixed Spread or such rate as may apply following a Conversion; subject to Section 3.09(e) of the General Conditions. 2.06. The Recipient elects to apply the Automatic Rate Fixing Conversion to the Credit. Accordingly, without limitation upon the provisions of Article IV of the General Conditions and unless otherwise notified by the Recipient to the Association in accordance with the provisions of the Conversion Guidelines, the interest rate basis applicable to the aggregate principal amount of the Credit withdrawn during each twelve (12) month consecutive Interest Periods shall be converted from the initial Variable Rate to a Fixed Rate for the full maturity of such amount in accordance -2- with the provisions of Article IV of the General Conditions and of the Conversion Guidelines. 2.06. The Payment Dates are June 15 and December 15 in each year. 2.07. The principal amount of the Credit shall be repaid in accordance with Schedule 3 to this Agreement. ARTICLE III - PROJECT 3.01. The Recipient declares its commitment to the objectives of the Project. To this end, the Recipient shall carry out the Project and cause the following Parts of the Project, with reference to Schedule 1 of this Agreement, to be carried out with the assistance of the respective implementing agencies ("Specialized Implementing Agencies" or "SIAs") as follows and in accordance with the provisions of Article V of the General Conditions: (a) Part A.1 of the Project with CNP-PPP and AGEROUTE, Part A.2 of the Project with MCLAU and AGEROUTE and Part A.3 of the Project with AGEROUTE. (b) Part B.1 of the Project with SOTRA and Part B.2 of the Project with AGEROUTE. (c) Part C.1 of the Project with AGEROUTE and Part C.2 of the Project with FDTR and IFC. (d) Part D.2 with MEPS. 3.02. Without limitation upon the provisions of Section 3.01 of this Agreement, and except as the Recipient and the Association shall otherwise agree, the Recipient shall ensure that the Project is carried out in accordance with the provisions of Schedule 2 to this Agreement. ARTICLE IV - REMEDIES OF THE ASSOCIATION 4.01. The Additional Events of Suspension consist of the following: (a) Any action has been taken for the dissolution, disestablishment or suspension of operations of any of the Specialized Implementing Agencies. (b) The legislation or other instrument governing the establishment or operations of any of the Specialized Implementing Agencies has been amended, suspended, abrogated, repealed or waived so as to affect -3- materially and adversely the ability of such Specialized Implementing Agency to perform any of its obligations under this Agreement. (c) The Recipient has taken or permitted to be taken any action that would prevent or interfere with the performance by any of the Specialized Implementing Agencies of its obligations under this Agreement. (d) (i) Subject to subparagraph (ii) of this paragraph, the right of the Recipient to withdraw the proceeds of any financing made to the Recipient shall have been suspended, canceled or terminated in whole or in part, pursuant to the terms of the Co-financing Agreement. (ii) Subparagraph (i) of this paragraph shall not apply if the Recipient establishes to the satisfaction of the Association that: (A) such suspension, cancellation, termination or prematuring is not caused by the failure of the Recipient to perform any of its obligations under the Co-financing Agreement; and (B) adequate funds are available to the Recipient from other sources on terms and conditions consistent with the obligations of the Recipient under this Agreement. 4.02. The Co-financing Deadline for the effectiveness of the Co-financing Agreement is July 1, 2020. 4.03. The Additional Events of Acceleration consists of the following: any of the events specified in paragraphs (a), (b), (c) or (d) of Section 4.01 of this Agreement occurs and is continuing for a period of sixty (60) days after notice of the event has been given by the Association to the Recipient. ARTICLE V - EFFECTIVENESS; TERMINATION 5.01. The Additional Conditions of Effectiveness consist of the following: (a) The Recipient has established the PCU in accordance with Section l.A.1 (b) through (d) of Schedule 2 to this Agreement; (b) The Delegated Management Contracts have been duly executed, on terms and conditions acceptable to the Association, between the Recipient, acting through the PCU, and each of the Specialized Implementing Agencies. (c) The Recipient has: (i) completed a complementary census for households to be compensated under the PTUARAP; and (ii) prepared, cleared and disclosed an addendum to the PTUARAP. 5.02. The Additional Legal Matter consists of the following: each Delegated Management Contract has been duly authorized, approved or ratified by the -4- Recipient, acting through the Project Coordination Unit, on the one hand, and the Specialized Implementing Agency, on the other hand, and is legally binding upon the Recipient, acting through the Project Coordination Unit, and the Specialized Implementing Agency, in accordance with its terms. 5.03. The Effectiveness Deadline is the date ninety (90) days after the date of this Agreement. 5.04. For purposes of Section 10.05(b) of the General Conditions, the date on which the obligations of the Recipient under this Agreement (other than those providing for payment obligations) shall terminate is twenty (20) years after the date of this Agreement. ARTICLE VI - REPRESENTATIVE; ADDRESSES 6.01. The Recipient's Representative is its minister in charge of economy and finance. 6.02. For purposes of Section 11.01 of the General Conditions: (a) the Recipient's address is: Ministry of Economy and Finance Avenue Marchand Rue Lecoeur Immeuble SCIAM BP V 163 Abidjan Cote d'lvoire; and (b) the Recipient's Electronic Address is: Facsimile: E-mail: 225 20 30 25 28 c.infomef@finances.gouv.ci 6.03. For purposes of Section 11.01 of the General Conditions: (a) The Association's address is: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America; and (b) the Association's Electronic Address is: Telex: Facsimile: -5- 248423 (MCI) 1-202-477-6391 E-mail: bureaududirecteur@worldbank.org AGREED as of the Signature Date. REPUBLIC OF COTE D'IVOIRE By Authorized Repr sentative e2Name: Aaafl1 P Title: INTERNATIONAL DEVELOPMENT ASSOCIATION By z orized Representative Name: (0 yc(c lie Date: 16 SEPT 2019 -6- SCHEDULE1 Project Description The objectives of the Project are to improve accessibility to economic and social opportunities and to increase efficiency of the public transport system along the Yopougon- Bingerville corridor and its feeder lines in Abidjan. The Project consists of the following parts: Part A. Implementation of the East-West BRT corridor between Yopougon and Bingerville 1. Implementation and operationalization of a BRT system along the corridor between Yopougon and Bingerville (a) Finalizing studies and transaction advisory services enabling the selection of the operator(s) in charge of the construction of infrastructure and BRT associated facilities, and operations of the BRT. (b) Construction of the infrastructure and BRT associated facilities, consisting of bus lanes, depots, terminals, and stations, including the station connecting the BRT with the North-South metro line in Adjamd, as well as acquisition of rolling stock. 2. Integration of the BRT with the existing public transport network and in the urban environment Improving the integration of the BRT corridor with the existing public transport network and within its urban environment, including a physical and fare integration study, parking management plan, traffic management plan, and a strategy for supporting transit-oriented development. 3. Modifying Abidjan's fourth bridge Modifying the fourth bridge in Abidjan to take into account a redesign of the infrastructure to widen the bridge and the redesign of some interfaces with the existing road network. Part B. Strengthening of SOTRA and the restructuring of the feeder system to mass transit lines I. Restructuring the public bus network and strengthening SOTRA (a) Provision of technical assistance: (i) to restructure SOTRA's public bus network and to improve integration of the mass transport system with the -7- formal bus feeder network; and (ii) to improve SOTRA's operational performance and management, deployment of a new information technology and fare collection system. (b) Construction of two bus depots in Yopougon and Port-Boudt and two large terminal stations in Yopougon and Cocody. 2. Improvement of feeder roads and street furniture and investments for public transport (i) Road works along the main feeder roads and vicinal roads supporting diverted traffic in the communes of Yopougon, Att6coub6, Adjamd, Cocody, and Bingerville; and (ii) acquisition of street furniture and equipment needed to improve the quality of service and commercial speed of public bus transport along feeder routes. Part C. Organizine the artisanal transport sector and last-mile accessibility 1. Support for the organization of artisanal public transport service and last-mile accessibility in the municipalities of Yopougon, Attdcoub6, Adjamd, Cocody, and Bingerville (a) Organizing communal taxis and Gbakas lines. (b) Construction of: (i) stations for taxis and Gbakas on the main interchanges along the BRT corridor, (ii) parking and passenger loading facilities along the feeder roads to the BRT corridor, and (iii) pedestrian and bicycle paths in the areas served by the BRT corridor. (c) Provision of facilities and equipment necessary for improved service quality and safety and security in stations and along upgraded roads, including pedestrian areas, street lighting, street furniture. 2. Renewal of the taxi and minibus fleet (a) (i) Establishment of a Risk Sharing Facility in cooperation with IFC to encourage Participating Banks to serve selected beneficiaries by partially mitigating creditor risk through Partial Credit Guarantees for first loss cover; and (ii) technical assistance to Participating Banks and beneficiaries in order to promote the utilization of said Risk Sharing Facility. (b) Premiums to eligible vehicles owners, based on the premium grid established by MT, to incentivize them to replace used vehicles. -8- Part D. Human capital development and operational support 1. Skills development in the urban transport sector (a) Provision of technical assistance: (i) to assess beneficiaries' profiles and needs; and (ii) to develop the sector's strategy and training framework. (b) Scholarships to allow executives of public administrative institutions - including staff of the future transport planning authority of Abidjan - to obtain the professional master's degree in transport from the ENPC and the INP-HB. (c) (i) Renovation of the SOTRA institute and Training of its instructors and public transport technicians, and (ii) professionalization of drivers and entrepreneurs in the artisanal transport sector, through the Training of drivers and personnel of transport companies. (d) Development of: (i) literacy centers, and other types of training in the stations upgraded by the Project, and (ii) accompanying measures and support for the professionalization of artisanal transport service providers who are negatively impacted by the Project. 2. Implementation of a social protection scheme for workers of the artisanal public transport sector (a) Provision of technical support for the development of a social protection program for self-employed sector actors and the implementation of a collection system for contributions for workers of the artisanal public transport sector. (b) Implementation of a social security coverage for health, temporaryjob loss and pension schemes for drivers and entrepreneurs of the artisanal public transport sector. (c) Development of social centers in the stations redeveloped by the Project offering information, awareness programs, gender-based violence prevention campaigns and screening spaces for HIV/AIDS and sexually transmitted diseases. 3. Project management Support for fiduciary activities, monitoring and implementation of environmental and social safeguards aspects and communication, as well as coordination between the PCU and the Specialized Implementing Agencies. -9- SCHEDULE2 Project Execution Section 1. Implementation Arrangements A. Institutional Arrangements. 1. Project Coordination Unit (a) The Recipient shall maintain, throughout Project implementation, within DGTTC under MT, a project coordination unit with terms of reference, composition and resources acceptable to the Association ("Project Coordination Unit" or "PCU"). (b) The Recipient shall ensure that the PCU is responsible, under the overall oversight and strategic leadership of the Project Steering Committee, for carrying out the Project, including, inter alia: (i) day-to-day coordination; (ii) monitoring and evaluation; (iii) safeguards supervision; (iv) preparation of Annual Work Plans and Budgets; (v) procurement; (vi) fiduciary and financial management matters; (vii) reporting; (viii) communicating Project activities and achievements; and (ix) filing and compilation of documents for audit purposes. (c) The Recipient shall ensure that the PCU provides overall supervision of the Project and ensures coherence of activities with the sector strategy and inter-sectoral coordination among the Specialized Implementing Agencies. (d) The Recipient shall ensure that, throughout Project implementation, the PCU is maintained with staff in sufficient number, with experience and qualifications satisfactory to the Association, in carrying out its responsibilities, including through recruitment or appointment by the PCU, under terms of reference and with qualifications and experience satisfactory to the Association, of a coordinator, a deputy coordinator, a procurement specialist, a financial management officer, an accountant, an assistant accountant, an environmental management specialist and a social management specialist. (e) The Recipient shall ensure that the PCU: (i) acquires an accounting software no later than two (2) months after the Effective Date, and (ii) recruits an external auditor no later than five (5) months after the Effective Date. -10- 2. Project Steering Committee (a) The Recipient shall establish and thereafter maintain, at all times during the implementation of the Project, a project steering committee with a composition, mandate, and resources satisfactory to the Association ("Project Steering Committee" or "PSC"). (b) The Recipient shall ensure that the PSC is chaired by the minister of transport, or his/her representative, and shall include, inter alia, representatives of the following entities: MEF, MEPS, MoB, MEER, MCLAU, DAA, municipalities relevant to the Project and HCPETR-CI. (c) The Recipient shall ensure that the PSC is responsible for: (i) providing overall supervision of the Project, (ii) ensuring coherence of activities with the sector strategy, (iii) convening inter-sectoral coordination for the activities of other ministerial departments, (v) mediating potential implementation issues between the PCU and SIAs and (v) approving Annual Work Plans and Budgets. 3. Specialized Implementation Agencies Without limitation to the provisions of paragraph I of this Section LA, and for the purpose of carrying out Project activities, each of the SIAs shall implement Project activities within its respective institutional mandate, as set forth in this Agreement and each relevant Delegated Management Contract. B. Implementation Arrangements 1. Project Implementation Obligations (a) To facilitate the implementation of the Project, the Recipient shall, through the PCU, conclude a Delegated Management Contract, on terms and conditions acceptable to the Association, with each of the Specialized Implementing Agencies, vesting responsibility in each of them for the management of their Respective Part of the Project, and specifying their respective roles and responsibilities consistent with this Agreement. (b) The Recipient shall exercise its rights and carry out its obligations under each Delegated Management Contract in such a manner as to protect the interests of the Recipient and the Association, and to accomplish the purposes of the Financing. (c) Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive, or permit the PCU or Specialized Implementing Agencies to assign, amend, abrogate or waive, any Delegated Management Contract, or any of the provisions thereof. -11- 2. Project Implementation Manual (a) No later than three (3) months after the Effective Date, the Recipient shall prepare, under terms of reference acceptable to the Association, and furnish to the Association, an implementation manual ("Project Implementation Manual") for the Project containing detailed arrangements and procedures for: (i) institutional coordination and day-to-day execution of the Project; (ii) Project budgeting, disbursement and financial management; (iii) procurement; (iv) monitoring, evaluation, reporting and communication; (v) safeguards monitoring and mitigation; and (vi) such other arrangements and procedures as shall be required for the Project. (b) In case of any conflict between the Project Implementation Manual and the provisions of this Agreement, the provisions of this Agreement shall prevail. (c) Except as the Association shall otherwise agree in writing, the Recipient shall not amend, abrogate or waive any provision of the Project Implementation Manual. C. Risk Sharing Facility 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 through IFC 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 IFC to perform all IFC's obligations under said agreements; (c) not take or permit to be taken any action which would prevent or interfere with such performance; and -12- (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, entrust IFC to open and maintain, on behalf of the Recipient, an account on terms and conditions satisfactory to the Association ("the Risk Sharing Facility Account"). Deposits into 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. 3. The proceeds of the Financing deposited in the Risk Sharing Facility Account shall be used exclusively for eligible expenditures in accordance with the terms of this Agreement, the Risk Sharing Facility Framework Agreement and the Risk Sharing Facility Manual. 4. The Recipient may, through IFC, refund to the Association any amount on deposit in the Risk Sharing Facility Account, which IFC shall have determined will not be required to cover payments due under or in connection with the Partial Credit Guarantee Agreements. 5. The Recipient shall, through IFC, promptly refund, prior to the Closing Date, to the Association any balance in the Risk Sharing Facility Account remaining after the commitments under each Partial Credit Guarantee Agreement has expired or said agreement has otherwise terminated in accordance with its terms, up to the amount financed by the Association. 6. Refunds to the Association made pursuant to paragraphs 4 and 5 above or otherwise pursuant to the provisions of the Risk Sharing Facility Framework Agreement shall be credited, prior to the Closing Date, to the Financing Account for subsequent withdrawal or for cancellation in accordance with the relevant provisions of this Agreement, including the General Conditions. D. Annual Work Plans and Budgets 1 . The Recipient shall, (a) not later than November 30 of each year of Project implementation, prepare and furnish to the Association, an annual work plan and budget ("Annual Work Plan and Budget"), containing all activities proposed to be included in the Project and a proposed financing plan for expenditures required for such activities for the following calendar year, including the expenditures to be financed by the Association in accordance with this Agreement, the Co-financing Agreement and by the Recipient under each Part of the Project (for each such expenditures, with the source of funds and its corresponding percentage of financing), as well as a cashflow and disbursement forecast; and (b) shall ensure that the Project is implemented in accordance with the approved Annual Work Plan and Budget (provided, however, that in case of any conflict between the Annual -13- Work Plan and Budget and the provisions of this Agreement, the provisions of this Agreement shall prevail). 2. The Recipient shall not make or allow to be made any change to the approved Annual Work Plan and Budget without prior approval in writing by the Association. E. Safeguards 1 . The Recipient shall ensure that the Project is carried out in accordance with the Safeguard Instruments and shall ensure that no provision of the Safeguard Instruments is amended, suspended, abrogated, repealed or waived without the prior written approval of the Association. 2. The Recipient shall ensure that all bidding documents and contracts for civil works under the Project include the obligation of contractors, subcontractors and supervising entities to: (a) comply with the relevant aspects of the Safeguard Instruments; (b) adopt and implement measures to assess and manage the risks and impacts of labor influx; (c) adopt and enforce codes of conduct that should be provided to and signed by all workers, detailing measures on environmental, social, health and safety, and gender-based violence; all as applicable to such civil works commissioned or carried out pursuant to said contracts. 3. The Recipient shall ensure that the following actions are taken in a manner acceptable to the Association: (a) Project activities shall be screened in accordance with the ESMF and RPF to determine if any ESMP, or RAP is needed. (b) Whenever an ESMP would be required on the basis of the ESMF: (i) each ESMP shall be prepared in accordance with the requirements of the ESMF, adopted and disclosed by the Recipient, and subject to prior approval by the Association; and (ii) the Recipient shall refrain from tendering any civil works contract during Project implementation unless and until such ESMP has been prepared in accordance with the ESMF, adopted and disclosed by the Recipient, and approved by the Association; and. (c) Whenever a RAP would be required on the basis of the RPF: (i) each such RAP shall be prepared in accordance with the requirements of the RPF, adopted and disclosed by the Recipient, and subject to prior approval by the Association; (ii) sufficient funds are made available to cover all the costs of implementing Project-related resettlement, in accordance with the RPF and the RAP(s); (iii) the Recipient shall refrain from tendering any civil works contract during Project implementation unless and until such -14- RAP has been prepared in accordance with the RPF, adopted, disclosed and implemented by the Recipient, and approved by the Association; and (iv) no works under the Project shall be commenced until: (A) all measures required to be taken under said RAP prior to the initiation of said works have been taken, including but not limited to Project Affected Persons having been compensated at full replacement cost, resettled and provided with assistance in accordance with the RPF and resettlement action plan(s); (B) the Recipient has prepared and furnished to the Association a report in form and substance satisfactory to the Association, on the status of compliance with the requirements of said RAP and detailing that the implementation, monitoring and evaluation of such resettlement action plan is completed and reported in a manner satisfactory to the Association; and (C) the Association has confirmed that said works may be commenced. 4. The Recipient shall ensure that all measures necessary for carrying out the requirements of the Safeguard Instruments to be taken in a timely manner. 5. The Recipient shall maintain, or shall cause to be maintained, throughout Project implementation, and publicize the availability of a grievance and feedback mechanism, in form and substance satisfactory to the Association, to hear and determine fairly and in good faith all complaints raised in relation to the Project, and take all measures necessary to implement the determinations made by such mechanism in a manner satisfactory to the Association. 6. Without limitation to its other reporting obligations under this Agreement and under Section 5.08 of the General Conditions, the Recipient shall, throughout Project implementation, include in the Project Reports referred to in Section II of this Schedule adequate information on the implementation of the Safeguard Instruments, and shall: (a) take all measures necessary on its part to collect, compile, and furnish to the Association through Project Reports, and promptly in a separate report or reports, if so requested by the Association, information on the status of compliance with the Safeguard Instruments and the management tools and instruments referred to therein, all such reports in form and substance acceptable to the Association, setting out, among other things: (i) the status of implementation of the Safeguard Instruments; (ii) conditions, if any, which interfere or threaten to interfere with the implementation of the Safeguard Instruments; and (iii) corrective and preventive measures taken or required to be taken to address such conditions; and (b) promptly notify the Association of any incident or accident related to or having an impact on the Project, including but not limited any Project- related allegation of gender-based violence or alleged violation of Project- -15- related labor and working conditions, which has, or is likely to have, a significant adverse effect on the environment, the affected communities, the public or workers, including, in accordance with the Safeguard Instruments, and the instruments referenced therein. 7. The Recipient shall ensure that all technical assistance and capacity building activities undertaken under the Project, application of whose results would have environmental or social implications, shall only be undertaken pursuant to terms of reference reviewed and found satisfactory by the Association, such terms of reference to ensure that the technical assistance takes into account, and calls for application of the Association's environmental and social safeguards policies and the Recipient's own laws relating to the environment and social aspects. 8. In the event that any provision of the Safeguards Instruments shall conflict with any provision under this Agreement, the provisions of this Agreement shall prevail. F. Anti-Corruption. The Recipient shall carry out and ensure the Project is carried out in accordance with the provisions of the Anti-Corruption Guidelines Section II. Project Monitoring, Reporting and Evaluation The Recipient shall furnish to the Association each Project Report not later than one (1) month after the end of each calendar semester, covering the calendar semester. Section III. Withdrawal of the Proceeds of the Credit A. General Without limitation upon the provisions of Article II of the General Conditions and in accordance with the Disbursement and Financial Information Letter, the Recipient may withdraw the proceeds of the Credit to: (a) finance Eligible Expenditures; and (b) pay: (i) the Front-end Fee; and (ii) each Interest Rate Cap or Interest Rate Collar premium in the amount allocated and, if applicable, up to the percentage set forth against each Category in the following table: Category Amount of the Credit Percentage of Allocated (expressed in Expenditures to be EUR) Financed (inclusive of Taxes) (1) Goods, works, Operating 238,400,000 Such percentage of Costs, non-consulting Eligible Expenditures services, and consulting as the Association may -16- services for Parts A.1, determine for each A.2, A.3, B. 1, B.2, C. 1, calendar year, starting D. I (a),(c),(d), in calendar year 2019, D.2(a),(b),(c), and D.3 covered by the of the Project respective Annual Work Plan and Budget in accordance with the provisions set forth in Section D of this Schedule. (2) Risk Sharing Facility 17,800,000 100% of amounts under Part C.2(a) of the disbursed Project (3) Premiums under Part 9,000,000 Such percentage of C.2(b) of the Project Eligible Expenditures as the Association may determine for each calendar year, starting in calendar year 2019, covered by the respective Annual Work Plan and Budget in accordance with the provisions set forth in Section D of this Schedule. (4) Scholarships under Part 400,000 Such percentage of D.1(b) of the Project Eligible Expenditures as the Association may determine for each calendar year, starting in calendar year 2019, covered by the respective Annual Work Plan and Budget in accordance with the provisions set forth in Section D of this Schedule. -17- (5) Social security coverage 1,300,000 Such percentage of under Part D.2(b) of the Eligible Expenditures Project as the Association may determine for each calendar year, starting in calendar year 2019, covered by the respective Annual Work Plan and Budget in accordance with the provisions set forth in Section D of this Schedule. (6) Front-end Fee 700,000 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 B. Withdrawal Conditions; Withdrawal Period 1 . Notwithstanding the provisions of Part A above, no withdrawal shall be made: (a) for payments made prior to the Signature Date; (b) under Category 2, until and unless the Association has received evidence satisfactory in form and substance that the Risk Sharing Facility Framework Agreement and the first Partial Credit Guarantee Agreement have been signed; (c) under Category 4, until and unless the Association has received evidence satisfactory in form and substance that the Recipient has entered into an agreement with ENPC and INP-HB defining the payment mechanism and the selection process of the awardees of the scholarships ; and -18- (d) under Category 5, until and unless the Association has received evidence satisfactory in form and substance that the Recipient has entered into an agreement with CNPS defining the payment mechanism and selection process of the drivers and entrepreneurs of the artisanal public transport sector that will benefit from the social protection coverage. 2. The Closing Date is October 14, 2025. Section IV. Other Undertakings A. Co-Financing Agreement No later than the Co-financing Deadline, the Co-financing Agreement shall be executed and delivered respectively and all conditions precedent to its respective effectiveness or to the right of the Recipient to make withdrawals under it (other than the effectiveness of this Agreement) shall have been fulfilled. B. BRT Legal, Financial and Institutional Framework 1 . The Recipient shall revise the concession agreement entered into between SOTRA and the Recipient dated November 11, 1998 in a manner satisfactory to the Association, no later than six (6) months after the Effective Date or before the launch of the call for bids for the selection of a BRT private operator (or such later date acceptable to the Association), in order to define (i) the financial obligations of the Recipient and (ii) include indicators to measure SOTRA's performance. 2. The Recipient shall submit SOTRA' audited financial statements no later than September 30 of each year of Project implementation. 3. The Recipient shall take all necessary steps to put in place and maintain an overall legal, financial and institutional framework acceptable to the Association for the operational performance and maintenance of the BRT, and to this end shall, without limitation to the foregoing, unless otherwise agreed with the Association, enter into a contract in a manner satisfactory to the Association, no later than twelve (12) months after the Effective Date (or such later date acceptable to the Association), with a legal entity to serve as the BRT private operator selected through a transparent international competitive bidding process, including the acquisition of an electric bus fleet or any other type of bus fleet as agreed with the Association, for the purposes of Part A. I of the Project (the "PPP Agreement"). 4. The Recipient shall exercise its rights under the PPP Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Financing. 5. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the PPP Agreement or any of its provisions. -19- C. Safeguards under the PTUA 1. The Recipient shall: (i) no later than three (3) months after the Effective Date hire (a) one (1) additional stakeholder engagement specialist and (b) additional consultants in sufficient numbers and with qualifications acceptable to the Association to strengthen the capacity of the PTUA to handle sensitization and outreach activities with the PAPs and to facilitate the implementation of the PTUARAP ; (ii) no later than six (6) months after the Effective Date, (a) mobilize sufficient funds in the budget law for the compensation of any additional PAPs identified in the complementary census and (b) create two (2) additional offices staffed with qualified personnel in charge of the grievance redress mechanism to ensure a presence in all the relevant municipalities impacted by the PTUA. -20- SCHEDULE3 Commitment-Linked Amortization Repayment Schedule The following table sets forth the Principal Payment Dates of the Credit and the percentage of the total principal amount of the Credit payable on each Principal Payment Date ("Installment Share"). Annuity Principal Repayments Principal Payment Date Installment Share 12/15/2028 2.38% 6/15/2029 2.38% 12/15/2029 2.38% 6/15/2030 2.38% 12/15/2030 2.38% 6/15/2031 2.38% 12/15/2031 2.38% 6/15/2032 2.38% 12/15/2032 2.38% 6/15/2033 2.38% 12/15/2033 2.38% 6/15/2034 2.38% 12/15/2034 2.38% 6/15/2035 2.38% 12/15/2035 2.38% 6/15/2036 2.38% 12/15/2036 2.38% 6/15/2037 2.38% 12/15/2037 2.38% 6/15/2038 2.38% 12/15/2038 2.38% 6/15/2039 2.38% 12/15/2039 2.38% 6/15/2040 2.38% 12/15/2040 2.38% 6/15/2041 2.38% 12/15/2041 2.38% -21- 6/15/2042 2.38% 12/15/2042 2.38% 6/15/2043 2.38% 12/15/2043 2.38% 6/15/2044 2.38% 12/15/2044 2.38% 6/15/2045 2.38% 12/15/2045 2.38% 6/15/2046 2.38% 12/15/2046 2.38% 6/15/2047 2.38% 12/15/2047 2.38% 6/15/2048 2.38% 12/15/2048 2.38% 6/15/2049 2.42% -22- APPENDIX Definitions 1. "Additional Legal Matter" means each matter specified in Article 5.02 of this Agreement or requested by the Association for the purpose of Section 10.02 of the General Conditions. 2. "Affected Persons" means persons who as a result of: (i) the involuntary taking of land under the Project are affected in any of the following ways: (A) relocation or loss of shelter; (B) loss of assets or access to assets; or (C) loss of income sources or means of livelihood, whether or not the affected persons must move to another location; or (ii) the involuntary restriction of access to legally designated parks and protected areas suffers adverse impacts on their livelihood; and "Affected Person" means any of the Affected Persons. 3. "AfDB" means the African Development Bank. 4. "AGEROUTE" means Agence de Gestion des Routes, the Recipient's agency in charge of roads management. 5. "Anti-Corruption Guidelines" means, for purposes of paragraph 5 of the Appendix to the General Conditions, 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. 6. "BRT" means Bus Rapid Transit. 7. "Category" means a category set forth in the table in Section Ill.A of Schedule 2 to this Agreement. 8. "CNPS" means Caisse Nationale de Prvoyance Sociale, the Recipient's national social security fund. 9. "CNP-PPP" means Comiti National de Pilotage des Partenariats Public-PrivW, the Recipient's national steering committee for public-private partnerships. 10. "Co-financier" means the Agence FranVaise de Ddveloppement, the French development bank. 11. "Co-financing" means, for purposes of paragraph 14 of the Appendix to the General Conditions, an amount equivalent in Euros to one hundred million United States Dollars (100,000,000 USD), to be provided by the Co-financier to assist in financing Parts A.1, A.2, A.3, B.1, B.2, C.1, C.2(b), D.1, D.2, and D.3 of the Project. -23- 12. "Co-financing Agreement" means the agreement to be entered into between the Recipient and the Co-financier providing for the Co-financing. 13. "DAA" means District Autonome d'Abidjan, the autonomous district of Abidjan. 14. "Delegated Management Contract" means a delegated management contract (Convention de Maitrise d'Ouvrage Ddligude) referred to in Section LB. of Schedule 2 to this Agreement. 15. "DGTTC" means Direction G6n6rale des Transports Terrestres et de la Circulation, the Recipient's national directorate of ground transportation and circulation. 16. "ENPC" means Ecole Nationale des Ponts et Chauss6es, a French a higher education establishment. 17. "ESIAs" or "Environmental and Social Impact Assessments" means the two assessments dated February 2019, approved by the Association for the Project, carried out by the Recipient and disclosed in the Recipient's territory on February 22, 2019 and on the Bank's website on February 28, 2019 to evaluate the Project's potential environmental and social risks and impacts in its area of influence, examine alternatives and identify ways of mitigating and managing adverse environmental and social impact throughout Project implementation, as the same may be amended from time to time with the agreement of the Association, "ESIA" means, individually, each such ESIA. 18. "ESMF" or "Environmental and Social Management Framework" means the framework dated February 2019, disclosed in the Recipient's territory and on the Bank's website on February 22, 2019 in form and substance satisfactory to the Bank, setting out modalities to be followed in assessing the potential adverse environmental impact, including impact on natural habitats, physical cultural resources, associated with activities to be implemented under the Project, and the measures to be taken to offset, reduce, or mitigate such adverse impact. 19. "ESMPs" or "Environmental and Social Management Plans" mean plans, approved by the Association for the Project, to be prepared by the Recipient, proposing appropriate mitigation, monitoring and institutional measures designed to mitigate potential adverse environmental and resettlement impacts, offset them, reduce them to acceptable levels or enhance positive impacts, as the same may be amended from time to time with the agreement ofthe Association, "ESMP" means, individually, each such ESMP. 20. "FDTR" means Fonds de D6veloppement du Transport Routier, the Recipient's fund for the development of road transportation. -24- 21. "GAA" means Greater Abidjan Area. 22. "Gbakas" means minibus operations authorized on specific itineraries by the DGTTC and organized for inter-city traffic between municipalities within DAA and municipalities outside DAA. 23. "General Conditions" means the "International Development Association General Conditions for IDA Financing, Investment Project Financing", dated December 14,2018. 24. "HCPETR-CI" means Haut Conseil du Patronnat des Entreprises de Transports Routiers de Cole d'Ivoire, the Recipient's high council of the employers federation of road transport companies. 25. "HIV/AIDS" means human immunodeficiency virus infection and acquired immune deficiency syndrome. 26. "IFC" means International Finance Corporation. 27. "INP-HB" means Institut National Polytechnique Houphouet Boigny, an Ivoirian higher education establishment. 28. "JICA" means Japan International Cooperation Agency. 29. "MCLAU" means Minist&re de la Construction, du Logement, de l'Assainissement et de l'Urbanisme, the Recipient's ministry in charge of construction, housing, drainage and urbanism. 30. "MEER" means Ministre de l'Equipement et de l'Entretien Routier, the Recipient's ministry in charge of equipment and road maintenance. 31. "MEF" means Ministre de l'Economie et des Finances, the Recipient's ministry in charge of economy and finance. 32. "MEPS" means Ministre de l'Emploi et de la Prevoyance Sociale, the Recipient's ministry in charge ofjobs and social security. 33. "MoB" means Ministire du Budget et du Portefeuille de 'Etat, the Recipient's ministry in charge of budget and state portfolio. 34. "MT" means Ministre des Transports, the Recipient's ministry in charge of transports. 35. "Operating Costs" means the incremental operating expenses, based on annual budgets approved by the Association, on account of the Project, consisting of operation and maintenance costs of office, vehicles, water and electricity utilities, -25- telephone, office supplies, bank charges, salaries of contractual staff, travel and supervision costs includingper diem, but excluding the salaries and indemnities of officials and public servants of the Recipient's civil service. 36. "PAMOSET" means Projet de Modernisation du Secteur des transports et facilitation du commerce sur le Corridor Abidjan-Ouagadougou, the Transport Sector Modernization and Corridor Trade Facilitation Project. 37. "PAPs" means PTUA affected persons, persons who as a result of: (i) the involuntary taking of land under the PTUA are affected in any of the following ways: (A) relocation or loss of shelter; (B) loss of assets or access to assets; or (C) loss of income sources or means of livelihood, whether or not the affected person must move to another location; or (ii) the involuntary restriction of access to legally designated parks and protected areas suffers adverse impacts on their livelihood, and "PAP" means any of the PAP 38. "Partial Credit Guarantees" means one, several or all partial credit guarantees financed or to be financed out of the proceeds of the Financing under Part C.2(a) of the Project. 39. "Partial Credit Guarantee Agreement" means an agreement entered or to be entered between IFC and a Participating Bank for the issuance of a Partial Credit Guarantee by IFC to such Participating Bank under Part C.2(a) of the Project. 40. "Participating Banks" means one, several or all commercial banks, established and operating pursuant to the laws of the Recipient, competitively selected under the Risk Sharing Facility and which have met the eligibility criteria specified in the Risk Sharing Facility Framework Agreement and in the Risk Sharing Facility Manual. 41. "PPP Agreement" means an agreement to be entered into between the Recipient and a private entity for the implementation of Part A.1 of the Project. 42. "Procurement Regulations" means, for purposes of paragraph 87 of the Appendix to the General Conditions, the "World Bank Procurement Regulations for IPF Borrowers", dated July 2016, revised November 2017 and August 2018. 43. "PTUA" means Projet de Transport Urbain d'Abidjan, an urban transport project financed by the AfDB and JICA for the construction of an expressway, the fourth bridge and several interchanges in Cocody and Bingerville in Abidjan. 44. "PTUARAP" means resettlement action plans dated August 2018 and February 2019 prepared or to be prepared under the PTUA. 45. "Resettlement Action Plan" or "RAP" means a resettlement action plan to be prepared by the Recipient in accordance with the procedures and requirements -26- under the RPF, setting out, for a particular activity, actions and measures for compensation and resettlement of Affected Persons, including the magnitude of displacement, proposed compensation and resettlement arrangements, budget and cost estimates, and sources of funding, together with adequate institutional, monitoring and reporting arrangements capable of ensuring proper implementation of, and regular feedback on compliance with, the RAP, as such plan may be revised from time to time with prior written approval of the Bank; and "RAPs" means, collectively, all such RAP. 46. "Risk Sharing Facility" means a facility established in favor of selected beneficiaries to mitigate creditor risks through first loss cover, as further detailed in the Risk Sharing Facility Manual. 47. "Risk Sharing Facility Account" means the account referred to in Section I.C of Schedule 2 to this Agreement. 48. "Risk Sharing Facility Framework Agreement" means the agreement to be entered into between the Association, IFC and the Recipient, under Part C.2(b) of the Project, as the same may be modified from time to time with prior written agreement among the parties thereto. 49. "Risk Sharing Facility Manual" means the manual in form and substance satisfactory to the Association and to IFC 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 and IFC, as developed under the PAMOSET. 50. "RPF" means Resettlement Policy Framework or the document prepared by the Recipient in form and substance satisfactory to the Bank and disclosed in the Recipient's territory and on the Bank's website on February 27, 2019, outlining the policies and procedures to be implemented in the event that specific activities implemented under the Project have potentially negative impacts on the livelihoods, assets and land of the affected population including their involuntary resettlement, as the said framework may be amended and/or supplemented from time to time with the prior written consent of the Bank, and such term includes any schedules to such document. 51. "Safeguard Instruments" means the ESMF, the ESIAs, the ESMPs, the RPF, the PTUARAP, any RAP, as well as any other environmental and social safeguard instrument that may be required for the implementation of the Project. 52. "SOTRA" means Socidtd des Transports Abidjanais, the Abidjan transports company. -27- 53. "Specialized Implementing Agencies" or "SIAs" means AGEROUTE, CNP-PPP, MEPS, FDTR, MCLAU, and SOTRA. 54. "Signature Date" means the later of the two dates on which the Recipient and the Association signed this Agreement and such definition applies to all references to "the date of the Financing Agreement" in the General Conditions. 55. "Training" means the training of persons under the Project, including through seminars, workshops, knowledge sharing activities and study tours, and covers the following costs associated with such activity: travel and subsistence costs for training participants, costs associated with securing the services of trainers, rental of training facilities, preparation and reproduction of training materials, and other costs directly related to training preparation and implementation.