OFFICIAL DOCUMENTS CREDIT NUMBER 6428 - VN CREDIT NUMBER 6429 - VN CREDIT NUMBER 6427 - VN CREDIT NUMBER 6426 - VN Financing Agreement (Vietnam - Dynamic Cities Integrated Development Project) between SOCIALIST REPUBLIC OF VIETNAM and INTERNATIONAL DEVELOPMENT ASSOCIATION CREDIT NUMBER 6428 - VN CREDIT NUMBER 6429 - VN CREDIT NUMBER 6427 - VN CREDIT NUMBER 6426 - VN FINANCING AGREEMENT AGREEMENT dated as of the Signature Date between SOCIALIST REPUBLIC OF VIETNAM ("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 Section I to the Appendix to this Agreement. ARTICLE II - CREDIT 2.01. The Association agrees to extend to the Recipient a credit, which is deemed as Non-concessional Financing for purposes of the General Conditions, in the amount of one hundred ninety-four million three hundred sixty thousand Dollars ($194,360,000), to assist in financing the project described in Schedule 1 to this Agreement ("Project"), out of which: (a) the amount of forty-two million four hundred ninety thousand Dollars ($42,490,000), as such amount may be converted from time to time through a Currency Conversion ("Portion A of the Credit (Ha Tinh)"), to assist,n financing Ha Tinh's Respective Part of the Project; (b) the amount of fifty-nine million one hundred twenty thousand Dollars ($59,120,000) as such amount may be converted from time to time through a Currency Conversion ("Portion B of the Credit (Hai Duong)", to assist in financing Hai Duong's Respective Part of the Project; -2- (c) the am1oun1t of ifly-lree 111illion two hundred ninety thoisand Dollars ($53,290,000) as such amount may be converted from time to time through a Currency Conversion ("Portion C of the Credit (Thanh Ho0a)"), to assist in lnancin Thanh ion's Respective Part of the Project; and (d) the amount of thirty-nine million four hundred sixty thousand Dollars (539,460,000) as such amount may be converted from time to time through a Currency Conversion ("Portion D of the Credit (Yen lai)"), to assist in financing Yen Bai's Respective Part of the 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 (¼ of 1%) of the Credit amount. 2.04. The Commitment Charge is one-quarter of one percent (¼ of 1%) per annum on the Unwithdiawn 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 Payment Dates are March 1 and September 1 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 objective of the Project. To this end, the Recipient shall carry out the Project, through the Project Provinces in accordance with the provisions of Article V of the General Conditions and Schedule 2 to this Agreement. ARTICLE IV - EFFECTIVENESS; TERMINATION 4.01. The Effectiveness Deadline is the date ninety (90) days after the Signature Date. -3- 4.02. 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 Signature Date. ARTICLE V - REPRESENTATIVE; ADDRESSES 5.01. The Recipient's Representative is the Minister, or Vice Minister, of the Ministry of Finance. 5.02. For purposes of Section 11.01 of the General Conditions: (a) the Recipient's address is: Ministry of Finance 28 Tran Hung Dao Hanoi, Vietnam; and (b) the Recipient's Electronic Address is: Facsimile: (84-24) 2220 8020 5.03. 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: Facsimile: 1-202-477-6391 -4- AGREED as of the Signature Date. SOCIALIST REPUBLIC OF VIETNAM By Authorized Representative Name: 1TiW P-t1 VCA Title: E- N Date: itmr bu S2L1 INTERNATIONAL DEVELOPMENT ASSOCIATION By Authorized Representative Name: 0!cHAw if-. Title: N 1 I' Date: Io3 j&Ir -5- SCHEDULE 1 Project Description The objective of the Project is to increase access to urban infrastructure and to improve integrated urban planning in the Project Cities. The Project consists of the following parts: Part 1: Structural Investments - Rehabilitation and Construction of Resilient Urban Infrastructure Supporting selected city-level investments in urban infrastructure, including: (a) urban drainage, including, inter alia, construction of new drains, dredging and embankment of ditches, streams, lakes and channels; (b) urban environmental sanitation, including, inter alia, rehabilitation and construction of sewer collection networks and construction of wastewater treatment plants; (c) urban transport, including, inter alia, rehabilitation and construction of strategic urban roads and bridges; and (d) urban amenities and public spaces, including resettlement sites. Part 2: Non-Structural Investments - Technical Assistance and implementation Support Providing: (a) analytical and technical support for institutional capacity strengthening for: (i) the development or update of integrated strategic urban development plans; (ii) the development of public transport development strategies and plans; and (iii) the development of asset management plans; and (b) Project implementation support, including: (i) development of technical designs for structural investments under the Project; and (ii) construction supervision and management, independent monitoring of environmental and social safeguards, independent financial audits, and monitoring and evaluation. -6- SCHEDULE 2 Project Execution Section I. Implementation Arranements A. Institutional Arrangements 1I The Recipient, through the Project Provinces, shall, throughout the period of implementation of the Project, maintain, and cause to be maintained, a Project Management Unit, with composition, powers, functions, staffing, facilities and other resources acceptable to the Association, responsible for: (a) planning and managing the implementation of the Project, including environmental and social safeguards management, financial management and procurement; (b) ensuring coordination among all relevant departments and agencies; and (c) monitoring and reporting. B. Subsidiary Agreement I To facilitate the carrying out of the Project, the Recipient shall make the proceeds of the Credit available to each of the Project Provinces under a subsidiary agreement between the Recipient and each of the Project Provinces, under terms and conditions acceptable to the Association ("Subsidiary Agreement"). The Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests of the Recipient and the Association and to accomplish the purposes of the Credit. C. Annual Work Plans and Project Implementation Manual I The Recipient, through the Project Provinces, shall: (a) prepare and furnish to the Association by October 15 in each year during the implementation of the Project, a draft Annual Work Plan for review and comment, summarizing the implementation progress of the Project for the said year and the Project activities to be undertaken in the following calendar year, including the proposed annual budget for the Project; (b) taking into account the Association's comments, finalize and furnish to the Association no later than December 15 in each year, during the implementation of the Project, the Annual Work Plan, satisfactory to the Association; apd (c) thereafter ensure the implementation of the Project during the following calendar year in accordance with the Annual Work Plan agreed with the Association and in a manner satisfactory to the Association. The Recipient, through the Project Provinces, shall not amend, suspend, abrogate, or waive said -7- Annual Work Plans or any provision thereof without the prior written agreement of the Association. 2. Throughout the implementation of the Project, the Recipient, through the Project Provinces, shall carry out the Project in accordance with the Project Implementation Manual in a timely and efficient manner satisfactory to the Association. The Recipient, through the Project Provinces, shall not amend, suspend, or waive said Project Implementation Manual or any provision or schedule thereof, without the prior written agreement of the Association. In the event of any inconsistency between the provisions of the Project Implementation Manual and those of this Agreement, the provisions of this Agreement shall prevail. D. Safeguards I The Recipient, through the Project Provinces, shall carry out the Project in accordance with the Safeguards Instruments in a manner and substance satisfactory to the Association. 2. The Recipient, through the Project Provinces, shall: (a) take all necessary actions to avoid or minimize to the extent possible any involuntary relocation of persons, or their loss of shelter, assets, or access to assets, or loss of income sources or means of livelihood, temporarily or permanently; and (b) where the acquisition of land or assets or the displacement of people is unavoidable, before initiating the implementation of any works which would result in such acquisition or displacement, make available to such people compensation and, as applicable, relocate and rehabilitate the Displaced Persons in accordance with the Resettlement Action Plans ("RAPs"), and in a manner satisfactory to the Association. 3. The Recipient, through the Project Provinces, shall ensure that all land acquisition required for t4e purposes of carrying out works under the Project are financed exclusively out of its own resources, and shall provide, promptly as needed, the resources needed for the purposes of implementing the Safeguards Instruments, including: (a) all land acquisition required for the purposes of carrying out the Project; (b) resettlement and rehabilitation payments to Displaced Persons; and (c) all other costs associated with environmental and/or social mitigation measures set forth in the Safeguard Instruments. -8- 4. The Recipient, through the Project Provinces, shall ensure that all bidding documents and contracts for civil works under the Project include the obligation of contractors, and subcontractors and supervising entities to: (a) comply with the relevant aspects of Safeguard Instruments; (b) adopt and implement measures to assess and manage the risks and impacts of labor influx and workers' camps; (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, gender-based violence and violence against children; all as applicable to such civil works commissioned or carried out pursuant to said contracts. 5. The Recipient, through the Project Provinces, shall ensure, that all terms of reference for any technical assistance or studies carried out under the Project are consistent with, and pay due attention to, the Association's Safeguards Policies. 6. The Recipient, through the Project Provinces, shall: (a) not amend, revise or waive, nor allow to be amended, revised or waived, the' provisions of the Safeguard Instruments or any provision of any one thereof, without the prior written agreement of the Association; and (b) maintain policies and procedures adequate to enable it to monitor and evaluate, in accordance with guidelines acceptable to the Association, the implementation of the Safeguard Instruments. 7. In case of any inconsistency between the provisions of any of the Safeguard Instruments and this Agreement, the provisions of this Agreement shall prevail. 8. Without limitation to the provisions of paragraph 1 of Section II of this Schedule 2, the Recipient, through the Project Provinces, shall take all measures necessary on its part to regularly collect, compile, and furnish to the Association, as part of the Project Reports, and promptly in a separate report whenever the circumstances warrant, information on the status of compliance with the Safeguards Instruments, giving details of: (a) measures taken in furtherance of the Safeguards Instruments; (b) conditions, if any, which interfere or threaten to interfere with the smooth implementation of the Safeguards Instruments; and (c) remedial measures taken or required to be taken to address such conditions. -9- Section II. Pro ect Monitoring, Reporti ng and Evaluation 1I The Recipient, through the Project Provinces, shall furnish to the Association each Project Report not later than forty-five (45) days after the end of each calendar semester, covering the calendar semester. 2. The Recipient, through the Project Provinces, shall carry out jointly with the Association, not later than thirty-six (36) months after the Effective Date, or such other period as may be agreed by the Association, a midterm review to assess the status of Project implementation, as measures against the performance indicators set forth in the Project Implementation Manual. Such review shall include an assessment of: (i) the progress in implementation; (ii) the results of monitoring and evaluation activities; (iii) the progress on procurement and disbursement; (iv) compliance with safeguard requirements; (v) adequacy of implementation arrangements; and (vi) the need to make any adjustments to the Project to improve performance. -10- 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 finance Eligible Expenditures, in the amount allocated and, if applicable, up to the percentage set forth against each Category in the following table: Category Amount of Amount of Amount of Amount of Percentage Portion A of Portion B of Portion C of Portion D of of the Credit the Credit the Credit the Credit Expenditures (Ha Tinh) (Hai Duong) (Thanh Hoa) (Yen Bai) to be Allocated Allocated Allocated Allocated Financed (expressed (expressed in (expressed (expressed (exclusive of in USD) USD) in USD) in USD) Taxes) (1) Goods, 42,490,000 59,120,000 53,290,000 39,460,000 100% works, non- consulting services, and consulting services under Parts 1 and 2 (b) (ii) of the Project TOTAL 42,490,000 59,120,000 53,290,000 39,460,000 AMOUNT 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; or (b) under Category (1) unless the Recipient has furnished to the Association evidence acceptable to the Association that the Subsidiary Agreement has -11- been duly executed by the Recipient and: (i) with respect to Portion A of the Credit (Ha Tinh), Ha Tinh; (ii) with respect to -Portion B of the Credit (Hai Duong), Hai Duong; (iii) with respect to Portion C of the Credit (Thanh Hoa), Thanh Hoa; or (iv) with respect to Portion D of the Credit (Yen Bai), Yen Bai. 2. The Closing Date is June 30, 2025. -12- SCHEDULE 3 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"). Level Principal Repayments Principal Payment Date Installment Share On each March I and September 1 Beginning September 1, 2024 2.63% through September 1, 2042 On March 1, 2043 2.69% -13- APPENDIX Section . Definitions 1I "Annual Work Plans" means each of the plans for the Project to be prepared or updated by the Recipient, through each of the Project Provinces, acceptable to the Association, on an annual basis as provided for in Section I.C.1 of Schedule 2 to this Agreement. 2. "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. 3. "Association's Safeguards Policies" means the operational policies and procedures for financing of development projects by the Association at the date of this Agreement and relating to Environmental Assessment, Natural Habitats, Pest Management, Indigenous Peoples (Ethnic Minorities), Physical Cultural Resources, Involuntary Resettlement, Forests, Safety of Dams, Projects on International Waterways, and Projects in Disputed Areas, as published under 4. "Category" means a category set forth in the table in Section III.A of Schedule 2 to this Agreement. 5. "Displaced Persons" means persons who, on account of implementation of the Project, have experienced or would experience direct economic and social impacts caused by: (a) the involuntary taking of land, resulting in: (i) relocation or loss of shelter; (ii) loss of assets or access to assets; or (iii) loss of income sources or means of livelihood, whether or not such persons must move to another location; or (b) the involuntary restriction of access to legally designated parks and protected areas, resulting in adverse impacts on the livelihood of such person. 6, "Environmental and Social Management Plan" means, collectively, the Project Provinces' evironmental and social management plans acceptable to the Association, dated January 17, 2019, which set forth the specific actions, measures and policies designed to maximize the benefit of the respective activities under the Project, protect natural habitats, as well as eliminate, offset or mitigate any adverse environmental and social impacts, or reduce such impacts to acceptable levels, along with administrative and monitoring arrangements to ensure the implementation of said actions, measures and policies, as said plan may be revised -14- from time to time with the prior written agreement of the Association, and such term includes any annexes or schedules to such plan. 7. "General Conditions" means the "International Development Association General Conditions for IDA Financing, Investment Project Financing", dated December 14, 2018, with the modifications set forth in Section II of this Appendix. 8. "Ha Tinh" means the Recipient's province of the same name, or any successor thereto. 9. "Hai Duong" means the Recipient's province of the same name, or any successor thereto. 10. "Portion A of the Credit (Ha Tinh)" means the portion of the Credit referred to'in Section 2.01(a) of this Agreement. 11. "Portion 13 of the Credit (Hai Duong)" means the portion of the Credit referred to in Section 2.01(b) of this Agreement. 12. "Portion C of the Credit (Thanh Hoa)" means the portion of the Credit referred to in Section 2.01(c) of this Agreement. 13. "Portion D of the Credit (Yen Bai)" means the portion of the Credit referred to in Section 2.01(d) of this Agreement. 14. "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. 15. "Project Cities" means, collectively, the Ha Tinh's town of Ky Anh, Thanh Hoa's town of Tinh Gia, Hai Duong's city of Hai Duong, and Yen Bai's city of Yen Bai, or such other city as agreed with the Association. 16. "Project Implementation Manual" means the Project Provinces' manual, acceptable to the Association, dated April 17, 2019, as referred to in Section I.C.2 of Schedule 2 to this Agreement, which sets forth detailed arrangements and procedures for: (a) institutional coordination and day-to-day execution of the Project; (b) disbursement and financial management; (c) procurement; (d) environmental and social safeguards management; (e) monitoring and evaluation, reporting and communication; (f) an integrity action plan; (g) performance indicators; and (h) such other administrative, financial, -15- technical and organizational arrangements and procedures as shall be required for the Project; as the same may be amended from time to time with the prior written agreement of the Association, and such term includes any annexes or schedules or amendments to such manual. 17. "Project Management Unit" means, collectively, the units established and maintained by the Project Provinces and/or Project Cities for their Respective Parts of the Project, in accordance with Section I.A.1 of Schedule 2 to this Agreement, and any successor thereto. 18. "Project Provinces" means the Recipient's provinces of Ha Tinh, Thanh Hoa, Hai Duong, and Yen Bai; and the "Project Implementing Entities" for purposes of the General Conditions. 19. "Resettlement Action Plans" or "RAPs" means, collectively, the Project Provinces' resettlement plans, dated January 17, 2019, acceptable to the Association, which set forth principles and procedures governing the acquisition of land and related assets, and the compensation, resettlement, and rehabilitation of Displaced Persons, grievance redress mechanisms, monitoring and evaluations of resettlement activities, budget and implementation arrangements, including capacity building through training, to carry out the acquisition of land and related assets under the Project, as said plans may be revised from time to time with the prior written agreement of the Association, and such term includes any annexes or schedules to such plan. 20. "Respective Part of the Project" means in respect of each Project Province, the Project activities to be carried out within each of the Project Cities' jurisdiction. 21. "Safeguards Instruments" means, collectively, the Environmental and Social Management Plans and the Resettlement Action Plans. 22. "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. 23. "Thanh Hoa" means the Recipient's province of the same name, or any successor thereto. 24. "Yen Bai" means the Recipient's province of the same name, or any successor thereto. -16- Section I. Modifications to the General Conditions The General Conditions are hereby modified as follows: 1. Notwithstanding the definition of "Legal Agreement" in paragraph 73 of the Appendix of the General Conditions, wherever used throughout Article X (Effectiveness; Termination) of the General Conditions, the term "Legal Agreement" is to be understood as meaning the Financing Agreement or the Project Agreement, and the term "Legal Agreements" as meaning collectively, all of such agreements.