OFFICIAL DOCUMENTS CREDIT NUMBER 6070-VN Financing Agreement (Additional Financing for Medium Cities Development Project) between SOCIALIST REPUBLIC OF VIETNAM and INTERNATIONAL DEVELOPMENT ASSOCIATION Dated Oeccrn£41< 15 ,201- CREDIT NUMBER 6070-VN FINANCING AGREEMENT Agreement dated /2Cen m , 201j entered into between SOCIALIST REPUBLIC OF VIETNAM ("Recipient") and INTERNATIONAL DEVELOPMENT ASSOCIATION ("Association") for the purpose of providing additional financing for certain activities under Part A and Part B of the Original Project (as defined in the Appendix to the SUF Financing Agreement). WHEREAS the Recipient has requested the Association to provide assistance towards the certain activities under Part A and Part B of the Original Project, and the Association has agreed to provide such assistance, on the terms and subject to the conditions provided or referred to therein, in the amount of forty million Dollars (US$ 40,000,000). 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) constitute an integral 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, the Original Financing Agreement, the SUF Financing Agreement or in the Appendix to this Agreement. ARTICLE II - FINANCING 2.01. The Association agrees to extend to the Recipient, on the terms and conditions set forth or referred to in this Agreement, a credit in an amount equivalent to nine million five hundred thousand Special Drawing Rights (SDR9,500,000) ("Financing"), to assist in financing the project described in Schedule 1 to the SUF Financing Agreement ("Project"). 2.02. The Recipient may withdraw the proceeds of the Financing in accordance with Section IV of Schedule 2 to the SUF Financing Agreement. -2- 2.03. The Maximum Commitment Charge Rate payable by the Recipient on the Unwithdrawn Financing Balance shall be one-half of one percent (1/2 of 1%) per annum. 2.04. The Service Charge payable by the Recipient on the Withdrawn Credit Balance shall be equal to three-fourths of one percent (3/4 of 1%) per annum. 2.05. The Interest Charge payable by the Recipient on the Withdrawn Credit Balance shall be equal to one and a quarter percent (1.25%) per annum. 2.06. The Payment Dates are January 15 and July 15 in each year. 2.07. The principal amount of the Financing shall be repaid in accordance with the repayment schedule set forth in the Schedule to this Agreement. 2.08. The Payment Currency is Dollar. 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 Lao Cai Province and Ha Nam Province, in accordance with the provisions of Article IV of the General Conditions. 3.02. (a) 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 the SUF Financing Agreement, which are hereby incorporated by reference in this Agreement, and which shall apply, mutatis mutandis, to the Financing, and the Recipient hereby agrees to comply with such provisions to the same extent as if such provisions had been set out in full in this Agreement. (b) For greater clarity and the avoidance of doubt, in view of the incorporation of the provisions of Schedule 2 to the SUE Financing Agreement in this Agreement pursuant to Section 3.02 (a) of this Agreement, if the SUF Financing Agreement terminates prior to the termination of this Agreement, such termination shall have no effect for purposes of this Agreement, and the provisions of the SUF Financing Agreement incorporated in this Agreement pursuant to Section 3.02 (a) of this Agreement shall continue in full force and effect between the Recipient -3- and the Association for purposes of this Agreement following and notwithstanding such termination of the SUF Financing Agreement. ARTICLE IV - EFFECTIVENESS; TERMINATION 4.01. The Additional Condition of Effectiveness consists of the following, namely, the SUF Financing Agreement has been executed and delivered and all conditions precedent to its effectiveness (other than the effectiveness of this Agreement) have been fulfilled. 4.02. The Effectiveness Deadline is the date ninety (90) days after the date of this Agreement. 4.03. For purposes of Section 8.05 (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 V - REPRESENTATIVE; ADDRESSES 5.01. The Recipient's Representative is the Governor, or a Deputy Governor, of State Bank of Vietnam. 5.02. The Recipient's Address is: State Bank of Vietnam 49 Ly Thai To Hanoi, Vietnam Facsimile: (84-4) 3825 0612 5.03. The Association's Address is: International Development Association 1818 H Street, N.W. Washington, D.C. 20433 United States of America Facsimile: 1-202-477-6391 -4- AGREED at Hanoi, Socialist Republic of Vietnam, as of the day and year first above written. SOCIALIST REPUBLIC OF VIETNAM By Authorized Representative Name: j 2~r~J I Title: 00VZX ?p7 O/0 INTERNATIONAL DEVELOPMENT ASSOCIATION By Authorized Representative Name: 0 TX 7MC 7 PI-07W Title: _____ _ _ _ _L _ -5- SCHEDULE Repayment Schedule Principal Amount of the Financing Date Payment Due Repayable (expressed as a percentage)* On each January 15 and July 15: Commencing July 15, 2022 to and 1.65% including January 15, 2032 Commencing July 15, 2032 to and 3.35% including January 15, 2042 * The percentages represent the percentage of the principal amount of the Financing to be repaid, except as the Association may otherwise specify pursuant to Section 3.03 (b) of the General Conditions. -6- APPENDIX Section I. Definitions "General Conditions" means the "International Development Association General Conditions for Credits and Grants", dated July 31, 2010, with the modifications set forth in Section II of this Appendix. 2. "SUF Financing Agreement" means the agreement for the Project between the Recipient and the Association, dated the same date as this Agreement, as such agreement may be amended from time to time. "SUF Financing Agreement" includes all appendices, schedules and agreements supplemental to the SUF Financing Agreement. Section H. Modifications to the General Conditions The modifications to the General Conditions are as follows: 1. Section 3.02 is modified to read as follows: "Section 3.02. Service Charge and Interest Charge (a) Service Charge. The Recipient shall pay the Association a service charge on the Withdrawn Credit Balance at the rate specified in the Financing Agreement. The Service Charge shall accrue from the respective dates on which amounts of the Credit are withdrawn and shall be payable semi- annually in arrears on each Payment Date. Service Charges shall be computed on the basis of a 360-day year of twelve 30-day months. (b) Interest Charge. The Recipient shall pay the Association interest on the Withdrawn Credit Balance at the rate specified in the Financing Agreement. Interest shall accrue from the respective dates on which amounts of the Credit are withdrawn and shall be payable semi-annually in arrears on each Payment Date. Interest shall be computed on the basis of a 360-day year of twelve 30- day months." 2. Paragraph 28 of the Appendix ("Financing Payment") is modified by inserting the words "the Interest Charge" between the words "the Service Charge" and "the Commitment Charge". 3. The Appendix is modified by inserting a new paragraph 32 with the following definition of "Interest Charge", and renumbering the subsequent paragraphs accordingly: -7- "32. "Interest Charge" means the interest charge specified in the Financing Agreement for the purpose of Section 3.02(b)." 4. Renumbered paragraph 37 (originally paragraph 36) of the Appendix ("Payment Date") is modified by inserting the words "Interest Charges" between the words "Service Charges" and "Commitment Charges". 5. Renumbered paragraph 50 (originally paragraph 49) of the Appendix ("Service Charge") is modified by replacing the reference to Section 3.02 with Section 3.02 (a).