Public Disclosure Authorized

CREDIT NUMBER 7161- ZR

GRANT NUMBER E0850-ZR
Public Disclosure Authorized

Financing Agreement
(Transport and Connectivity Support Project)

between

DEMOCRATIC REPUBLIC OF CONGO

Public Disclosure Authorized

and

INTERNATIONAL DEVELOPMENT ASSOCIATION

Public Disclosure Authorized
 CREDIT NUMBER 7161- ZR
GRANT NUMBER E0850-ZR

FINANCING AGREEMENT

AGREEMENT dated as of the Signature Date between DEMOCRATIC

REPUBLIC OF CONGO ("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 II- FINANCING

2.01. The Association agrees to extend to the Recipient a grant and a credit, which are
deemed as Concessional Financing for purposes of the General Conditions
(collectively, "Financing") in the following amounts to assist in financing the
project described in Schedule I to this Agreement ("Project"):

(a) an amount equivalent to fifty-three million six hundred thousand Special

Drawing Rights (SDR 53,600,000) ("Grant"); and

(b) an amount equivalent to four hundred twenty-seven million nine hundred

eighty thousand Dollars (USD427,980,000) ("Credit").

2.02. The Recipient may withdraw the proceeds of the Financing in accordance with
Section III of Schedule 2 to this Agreement.

2.03. The Maximum Commitment Charge Rate is one-half of one percent (1/2 of 1%)
per annum on the Unwithdrawn Financing Balance.

2.04. The Service Charge is the greater of: (a) the sum of three-fourths of one percent
(3/4 of 1%) per annum plus the Basis Adjustment to the Service Charge; and
(b) three-fourths of one percent (3/4 of 1%) per annum; on the Withdrawn Credit
Balance.

2.05. The Payment Dates are April 15 and October 15 in each year.
 -2-

2.06. The principal amount of the Credit shall be repaid in accordance with the
repayment schedule set forth in Schedule 3 to this Agreement.

2.07. 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 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 Additional Conditions of Effectiveness consist of the following:

(a) the Project Implementation Manual ("PIM") has been prepared and
adopted under terms and conditions and in a manner acceptable to the
Association;

(b) the Memorandum of Understanding has been executed in form and

substance acceptable to the Association, and is in full force and effect; and

(c) the Biodiversity Management Plan has been prepared, adopted and
disclosed in form and substance acceptable to the Association.

4.02. The Effectiveness Deadline is the date one hundred twenty (120) days after the
Signature Date.

ARTICLE V - REPRESENTATIVE; ADDRESSES

5.01. The Recipient's Representative is the minister in charge of finance.

5.02. For purposes of Section 11.01 of the General Conditions:

(a) the Recipient's address is:

Ministry of Finance
Boulevard du 30 Juin - Commune de la Gombe
Kinshasa 1
Democratic Republic of Congo; and

(b) the Recipient's Electronic Address is:

E-mail:
cabinet(Linances.gouvcd
 -3-

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:

Telex: Facsimile:

248423 (MCI) 1-202-477-6391

 -4-

AGREED as of the Signature Date.

DEMOCRATIC REPUBLIC OF CONGO

By

Authorized Representative

Name: oc-A AA

Title: i

Date:, j-,k 4oZ

)
INTERNATIONAL DEVELOPMENT ASSOCIAT

By

uthorized Rep sentative

Name: i

Title: k U

Date: ___ __ __I ___tj_

 -5-

SCHEDULE 1

Project Description

The objective of the Project is to provide resilient, safe, and sustainable

connectivity in and between Selected Provinces in the Kasai region and the Eastern part of
DRC, and to increase the transparency of FONER, RVA and the Regulatory Authority of
Post, Telecommunications, and ICT.

The Project consists of the following parts:

Part 1. Sectoral Governance for Improved Connectivity

1. Strengthening the Recipient's road sector management capacities and improving

the sustainability climate resilience of road investments through the following
activities:

(a) Climate resilient road asset management. The development of a road

asset management system through: (i) the creation of a national road
database, and purchase of equipment for road surveys and provision of
related capacity building; (ii) the preparation of a network level climate
vulnerability assessment for selected roads across the DRC to be used for
future road investment planning and prioritization, including the carrying-
out of other relevant follow-up studies; (iii) the provision of technical
assistance for the preparation of a strategy, including an implementation
plan, for integrating climate and natural disaster considerations in road and
bridge asset management investments; (iv) the carrying out of market
sounding and provision of technical assistance for developing and rolling
out performance-based contracts and community-based road maintenance
activities, and the carrying out of relevant training activities for
contractors, communities and other relevant stakeholders, including on
climate-oriented measures; (v) the development of an axle load strategy,
including an action plan for the implementation of said.strategy; and based
on said action plan, the provision of support for the piloting of axle load
control measures; and (vi) the.development of a sectoral level climate and
disaster readiness and response mechanism, with a focus on contingency
financing, contracting and institutional coordination.

(b) Effective and sustainable financing. (i) the strengthening of the

efficiency and transparency of the FONER through the carrying out of
external and independent financial, organizational and technical audits
including the preparation and implementation of a time-bound corrective
action plan following the financial audits ("Time-bounded Corrective
Action Plan"); (ii) the strengthening of the performance of OdR and OVD
through the carrying out of organizational and technical audits of these
 -6-

entities; and (iii) the preparation of a short-term sustainable strategy for

private sector participation in road investments, and the identification of
opportunities for financially sustainable PPPs in the road sector.

(c) Road safety. (i) the carrying out of a road safety management capacity
review; (ii) the development of a national road safety strategy, including
an action plan for the implementation of said strategy; and (iii) the
development of a road safety database, including the provision of technical
assistance for data collection and coordination with relevant stakeholders.

2. Strengthening the Recipient's aviation sector governance through: (a) the carrying
out of external and independent financial, organizational and technical audits of
the RVA including the preparation and implementation of a Time-bounded
Corrective Action Plan following the financial audits; (b) the provision of technical
assistance to strengthen the performance of the AAC through the carrying out of
organizational and technical audits; (c) the preparation of a short-tenn sustainable
strategy for private sector participation in airport investments, including the
identification of opportunities for financially sustainable PPPs in the aviation
sector; and (d) strengthening AAC's regulatory function through the provision of
technical assistance to provide support for airport certification.

3. Strengthening the Recipient's digital sector management capacities and supporting

the participation of the private sector in digital infrastructure through the following
activities:

(a) Governance enhancement. The provision of technical assistance for:

(i) the preparation of secondary legislation of the Recipient's
Telecommunications Law; (ii) the preparation of a strategy and action plan
for the efficient deployment of fiber optic infrastructure in the Recipient's
territory, including the preparation of all relevant studies needed to inform
the strategy, including an analysis on the impact of taxation on sector value
added and proposed normative framework for the construction, reparation
and maintenance of the fiber optic infrastructure; (iii) the provision of
support for the design, establishment and operationalization of the USF,
including the preparation of its operational manual; (iv) the preparation
and adoption of the SCPT restructuring plan; (v) the carrying out of annual
financial and operational audits of the Regulatory Authority of Post,
Telecommunications and ICT, USF, and SOCOF, including the
preparation and implementation of a Time-bounded Corrective Action
Plan following the financial audits; (vi) strengthening the capacity of
MPTNTIC; and (vii) the provision of technical assistance for the
monitoring of the CABS fiber optic and the carrying out of relevant
Training on the implementation aspects of the Telecom Law.
 -7-

(b) Private capital mobilization. The provision of technical assistance for:

(i) the identification of priority geographic areas for the deployment of
fiber optic backbones; and (ii) the identification of optimal PPP
arrangements based on the priority geographic areas through the carrying
out of a scoping study for each priority geographic area; and (iii) the
selection and hiring of a transactional advisor to assist the Recipient in
concluding PPP arrangements in priority geographic areas targeted under
the Project.

4. Provision of support to the CI for the management, implementation, coordination,

monitoring and evaluation of the Project, including through the provision of
technical assistance, Training, purchase of equipment and logistics, development
and purchase of tools (including innovative tools such as drones) for Project
monitoring and evaluation, the carrying out of communication activities, and the
financing of Operating Costs.

Part 2. Transport and Digital Connectivity Improvement Program

1. Roads Connectivity Improvement. The carrying out of the following activities:

(a) the upgrade and the supervision of approximately 440 km of priority

national roads consisting of: (i) the paving of approximately 280 km of:
(A) the Mbuji-Mayi Kabinda road section, including the carrying out of
ancillary works connected with said road segment (including quarry sites,
asphalt and crusher plants, sand and borrow pits, disposal areas and
accommodation camps) and the construction of drainage and culverts; and
(B) the Kabinda-Mbanga road section including the carrying out of
ancillary works connected with said road segment (including quarry sites,
asphalt and crusher plants, sand and borrow pits, disposal areas,
accommodation camps) and the construction of drainage and culverts; and
(ii) the paving of the approximately 160 km ButemboKanya-Bayonga road
including the carrying out of ancillary works connected with said road
segment (including quarry sites, asphalt and crusher plants, sand and
borrow pits, disposal areas, accommodation camps) and the construction
of drainage and culverts;

(b) The installation of ducts within the right-of-way of the road segments
being upgraded under (a) above;

(c) the rehabilitation or the replacement of existing water wells to improve

access to safe drinking water and the improvement of accessibility to and
quality of social infrastructure (including schools, health facilities and
marketplace infrastructure), all in connection with the road upgrading
investments under (a) above; and
 -8-

(d) the carrying out of relevant safety audits at the design and post-
construction stages.

2. Aviation Infrastructure Improvement The carrying out of the following

activities: (a) the construction of a drainage system to protect the existing airport
infrastructure in Goma, and local communities living around the airport, against
flooding; and (b) the carrying out of needed safety construction works to improve
airport safety in the Goma airport, including the finalization of the construction
works of the new control tower at the Goma airport.

3. Enabling Digital Instructure. (a) The deployment of fiber optic cables through
PPPs within the right-of-way of the road segments being upgraded under Part
2.1(a) above and supported by technical assistance provided under Part 1.3(b)
above; and (b) the establishment of enabling infrastructure leveraging fiber optic
connectivity to enhance climate adaptation and mitigation through dedicated
equipment and information systems, including weather sensors, information
exchange e-services, early warning systems, and other enabling digital
infrastructure and services to expand the digital connectivity ecosystem and the
development of innovative use-cases.

Part 3. Environmental and Social Measures

1I Support the Implementation of Environmental and Social Standards

Provision of support to the Recipient in the mitigation of potentially negative social

and environmental aspects associated with the construction works under Part 2 of
the Project, through the following activities including: (a) the provision of
technical assistance and training for the implementation and close monitoring of
the instruments and mitigation measures included in the ESCP, including the
preparation and implementation of a training program covering all environmental
and social aspects of the Project, including SEAISH aspects and training of security
and/or military personnel if and when involved under the Project; (b) the
establishment of a grievance redress mechanism for channeling and managing
Project-related complaints, and the carrying out of communication activities
regarding the Project activities; (c) the provision of technical assistance to support
the Recipient in the implementation and monitoring of the SEA/SH Action Plan;
and (d) the carrying out of relevant Training, including on safety aspects.

2. Sustainable Forest Management and Preservation

Strengthening the Recipient's natural resources management capacities and

enhancing forest preservation in connection with the road investments to be carried
out under Part 2.1(a) of the Project through the following activities:
 -9-

(a) the afforestation of approximately 3,000 ha. of degraded land along the
road investments to be carried out under Part 2.1(a) of the Project;

(b) the purchase of relevant GIS tools to monitor induced deforestation impact
related to the road investments under Part 2.1(a) of the Project;

(c) the provision of technical assistance, Training, and purchase of equipment

for the benefit of the MEDD and ICCN field offices in forest preservation
and natural resources management;

(d) the carrying out of information campaigns on forest management and

protection of natural resources, and the development and implementation
of environmental education and awareness activities to influence
behavioral changes in the local comm unities;

(e) the development and implementation of a landscape-level land use plan to

guide human and economic activities while protecting biodiversity; and

(f) the provision of technical assistance to support the production and

marketing of improved stove aimed at mitigating climate change through
the reduction of GHG emissions.

3. Management of Vehicle Motorization for Emission Reduction

Provision technical assistance for: (a) the development of a roadmap for motor
vehicle management in DRC; (b) the collection of data on current motor vehicle
stock, fuel consumption and emission factors; (c) the development of policy
recommendations on first-use certification or homologation, quality assurance of
vehicle parts, periodic technical inspection, on-road enforcement, fuel quality
assurance, preventive maintenance and repair industry strengthening, and end-of-
life vehicle management; and (d) the development of analytical underpinning for
rolling out fuel economy/emission standards for imported vehicles.

4. Gender Empowerment Activities

Provision of technical assistance for the carrying out of a diagnostic of gaps

identified and, based on the diagnostic, the carrying out of a number of activities
aimed at promoting resilience and empowerment of women and consisting of
technical assistance, Training and, if applicable, the purchase of limited
equipment.

Part 4. Contingent Emergency response

Provision of immediate response to an Eligible Crisis or Emergency, as needed.

 -10-

SCHEDULE 2

Project Execution

Section I. Implementation Arrangements

A. Institutional Arrangements

1. The Recipient shall vest the overall responsibility of Project coordination,

monitoring and evaluation of the Project in its MIPW, and within the MIPW, in its
Cl responsible for the day-to-day implementation (including financial
management, procurement and environmental and social aspects), monitoring and
evaluation of the Project To this end, the Recipient, through the MIPW, shall:

(a) maintain, throughout Project implementation, the PCU, with functions,

responsibilities and sufficient resources acceptable to the Association, and
staffed with competent personnel in adequate numbers, with
qualifications, experience, integrity and terms of reference satisfactory to
the Association and as set forth in the PIM; and

(b) prior to starting the construction works in any given Selected Province
under Part 2 of the Project, establish a satellite office in said Selected
Provinces (in the cities of Butembo, Goma and Mbuyi-Mayi) with
functions, responsibilities and sufficient resources acceptable to the
Association, and staffed with competent personnel in adequate numbers,
with qualifications, experience, integrity and terms of reference
satisfactory to the Association and as set forth in the PIM.

2. The Recipient shall ensure that the Project is implemented in accordance with the
Memorandum of Understanding. Except as the Association shall otherwise agree,
the Recipient shall not assign, amend, abrogate or waive the Memorandum of
Understanding, or any of its provisions. In case of any conflict between the terms
of the Memorandum of Understanding and those of this Agreement, the terms and
conditions of this Agreement shall prevail.

3. Without limitation to paragraph 2 above, the Recipient shall ensure, throughout

Project implementation, the effective coordination between the CI, and other
relevant ministries and entities of the Recipient with roles and responsibilities in
the technical implementation of the Project, including:

(a) FONER, OdR and CNPR for the activities under Parts 1.1 and 2.1 of the
Project;

(b) RVA, AAC and OVD for the activities under Parts 1.2 and 2.2 of the
Project;
 -11-

(c) COPIREP for the governance reforms under Parts 1.2 of the Project;

(d) MPTNTIC and the Regulatory Authority of Post, Telecommunications,

and ICT and SOCOF, for the activities under Parts 1.3 and 2.3 of the
Project; and

(e) ACE, ICCN and the MEDD for Part 3 of the Project;

all pursuant to adequate implementation arrangements acceptable to the

Association and further described in the PIM.

4. To facilitate the carrying out of Part 2.2 of the Project, the CI shall sign a
memorandum of understanding with the CEPTM ("Gonia airport MoU") under
terms and conditions acceptable to the Association and set forth in the PIM. Except
as the Association shall otherwise agree, the Recipient shall not assign, amend,
abrogate or waive the Goma Airport MoU, or any of its provisions. In case of any
conflict between the terms of the Goma Airport MoU and those of this Agreement,
the terms and conditions of this Agreement shall prevail.

5. The Recipient shall, no later than thirty (30) days after the Effective Date, or such
later date as agreed by the Association, establish, and thereafter maintain
throughout Project implementation, a steering committee ("Strategic Steering
Committee"), chaired by the MIPW, with terms of reference, composition and
powers acceptable to the Association and defined in the PIM, to provide overall
strategic guidance and oversight and approve the Annual Work Program.

6. The Recipient, through the CI, shall:

(a) prepare and adopt a manual acceptable to the Association ("Project

Implementation Manual" or "PIM");

(b) carry out the Project in accordance with the requirements set forth in the
PIM; and

(c) not assign, amend, abrogate, or waive the PIM or any of its provisions,
except with the prior written approval of the Association. In case of any
conflict between the terms of the PIM and those of this Agreement, the
terms and conditions of this Agreement shall prevail.

B. Annual Work Program

1. The Recipient shall, through the Cl, not later than November 30 in each calendar
year during Project implementation, prepare and furnish to the Association, a
program of Project activities proposed for implementation in the following
calendar year, including: (a) a detailed timetable for the sequencing and
 -12-

implementation of said activities; and (b) the types of expenditures required for
such activities, a proposed financing plan and a budget ("Annual Work Program").

2. The Recipient shall exchange views with and seek approval of the Association on
each such proposed Annual Work Program and shall thereafter carry out such
program of activities for such following year as shall have been agreed between
the Recipient and the Association.

3. Only those activities which are included in an Annual Work Program shall be
implemented.

4. Except with the prior and written concurrence of the Association, the Annual Work
Program shall not be waived, amended or otherwise modified to include new
activities.

C. Environmental and Social Standards

1. The Recipient shall ensure that the Project is carried out in accordance with the
Environmental and Social Standards, in a manner acceptable to the Association.

2. Without limitation upon paragraph 1 above, the Recipient shall ensure that the
Project is implemented in accordance with the Environmental and Social
Commitment Plan ("ESCP"), in a manner acceptable to the Association. To this
end, the Recipient shall ensure that:

(a) the measures and actions specified in the ESCP are implemented with due
diligence and efficiency, as provided in the ESCP;

(b) sufficient funds are available to cover the costs of implementing the ESCP;

(c) policies and procedures are maintained, and qualified and experienced
staff in adequate numbers are retained to implement the ESCP, as provided
in the ESCP; and

(d) the ESCP, or any provision thereof, is not amended, repealed, suspended
or waived, except as the Association shall otherwise agree in writing, as
specified in the ESCP, and ensure that the revised ESCP is disclosed
promptly thereafter.

3. In case of any inconsistencies between the ESCP and the provisions of this
Agreement, the provisions of this Agreement shall prevail.

4. The Recipient shall ensure that:

(a) all measures necessary are taken to collect, compile, and furnish to the
Association through regular reports, with the frequency specified in the
 -13-

ESCP, and promptly in a separate report or reports, if so requested by the

Association, information on the status of compliance with the ESCP and
the environmental and social instruments referred to therein, all such
reports in form and substance acceptable to the Association, setting out,
inter alia: (i) the status of implementation of the ESCP; (ii) conditions, if
any, which interfere or threaten to interfere with the implementation of the
ESCP; and (iii) corrective and preventive measures taken or required to be
taken to address such conditions; and

(b) the Association is promptly notified of any incident or accident related to

or having an impact on the Project which has, or is likely to have, a
significant adverse effect on the environment, the affected communities,
the public or workers, in accordance with the ESCP, the environmental
and social instruments referenced therein and the Environmental and
Social Standards.

5. The Recipient shall establish, publicize, maintain and operate an accessible

grievance mechanism, to receive and facilitate resolution of concerns and
grievances of Project-affected people, and take all measures necessary and
appropriate to resolve, or facilitate the resolution of, such concerns
and grievances,
in a manner acceptable to the Association.

6. The Recipient 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 ESCP and the
environmental and social instruments referred to therein; and (b) adopt and enforce
codes of conduct that should be provided to and signed by all workers, detailing
measures to address environmental, social, health and safety risks, and the risks of
sexual exploitation and abuse, sexual harassment and violence against children, all
as applicable to such civil works commissioned or carried out pursuant to said
contracts.

7. Without limitation upon the provisions of paragraph 2 above, if 60 days prior to

the Closing Date, the Association determines that there are measures and actions
specified in the ESCP which will not be completed by the Closing Date, the
Recipient shall: (a) not later than 30 days before the Closing Date, prepare and
present to the Association, an action plan satisfactory to the Association on the
outstanding measures and actions, including a timetable and budget allocation for
such measures and actions (which action plan shall deemed to be considered an
amendment of the ESCP); and (b) thereafter, carry out said action plan in
accordance with its terms and in a manner acceptable to the Association.

8. Without limitation upon the provisions of paragraph 2, the Recipient shall ensure
that no proceeds of the Financing are used to pave the road segment crossing the
Virunga National Park.
 -14-

D. Other Undertakings

1. Upon preparation of the Time-bounded Action Plan(s) referred to

in Part 1.1 (b)(i),
1.2(a) and 1.3(a)(v) of the Project, the Recipient shall ensure
that each FONER,
the RVA, and the Regulatory Authority of Post, Telecommunications and ICT:
(a) approve their respective Time-bounded Action Plan(s); and (b) immediately
thereafter, implement the corrective actions in accordance with the timeline
proposed under the respective Time-bounded Action Plan; all under terms and
conditions acceptable by the Association and set forth in the PIM.

2. The Recipient shall ensure, throughout Project implementation, that FONER, RVA
and the Regulatory Authority of Post, Telecommunications and ICT make publicly
available through their websites the following documents:

(a) audited annual financial statements together with the annual external
financial audit report for the corresponding calendar year prepared in
accordance with consistently applied auditing standards acceptable to the
Association, no later than 6 months after the end of each calendar year
covering the calendar year (or such later date as agreed with the
Association and as set forth in the PIM) starting in calendar year 2022;

(b) the annual activity report under terms and conditions acceptable to the
Association and set forth in the PIM ("Annual Activity Report"), no later
than 6 months after the end of each calendar year covering the calendar
year (or such later date as agreed with the Association) starting in calendar
year 2022. Each Annual Activity Report to include: (i) in the case of
FONER: (A) the financing maintenance allocation plan approved by its
Board of directors, and communicated to the relevant road agencies;
(B) the road maintenance program submitted by each road agency; (C) the
final road maintenance program approved by its Board of directors and
communicated to the road agencies; (D) the list of all signed maintenance
conventions and contracts including the amounts; and (E) the progress and
completion status of each signed convention and contract; (ii) in the case
of RVA: (A) the total Go-Pass taxes collected for each of the airport in the
Recipient's territory; and (B) the total overflight fees collected in the
Recipient's territory; and (iii) in the case of the Regulatory Authority of
Post, Telecommunications and ICT: (A) the list of all arr&ts and decisions
published in the previous year; (B) the amount of taxes collected by the
Regulatory Authority of Post, Telecommunications and ICT disaggregated
by tax; and (C) a budgeted list of activities undertaken by the USF; and

(c) the minutes of the Board of Directors' meeting(s) of each FONER,

RVA,
and the Regulatory Authority of Post, Telecommunications and ICT, no
later than 6 months after dated of the Board of Directors' meeting, starting
in calendar year 2022.
 -15-

3. The Recipient shall, throughout the life of the Project, ensure the implementation
of the axle load control measures on all rehabilitated roads under Part 2.1(a) of the
Project in a satisfactory manner, as determined pursuant to technical audits
conducted by independent technical auditors selected and hired pursuant to terms
of reference acceptable to the Association.

E. Contingent Emergency Response

1. In order to ensure the proper implementation of contingent emergency response

activities under Part 4 of the Project ("Contingent Emergency Response Part"), the
Recipient shall ensure that:

(a) a manual ("CERC Manual") is prepared and adopted in form and

substance acceptable to the Association, which shall set forth detailed
implementation arrangements for the Contingent Emergency Response
Part, including: (i) any structures or institutional arrangements for
coordinating and implementing the Contingent Emergency Response Part;
(ii) specific activities which may be included in the Contingent Emergency
Response Part, Eligible Expenditures required therefor ("Emergency
Expenditures"), and any procedures for such inclusion; (iii) financial
management arrangements for the Contingent Emergency Response Part;
(iv) procurement methods and procedures for the Contingent Emergency
Response Part; (v) documentation required for withdrawals of Financing
amounts to finance Emergency Expenditures; (vi) a description of the
environmental and social assessment and management arrangements for
the Contingent Emergency Response Part; and (vii) a template Emergency
Action Plan;

(b) the Emergency Action Plan is prepared and adopted in forn and substance
acceptable to the Association;

(c) the Emergency Response Part is carried out in accordance with the CERC
Manual and the Emergency Action Plan; provided, however, that in the
event of any inconsistency between the provisions of the CERC Manual
or the Emergency Action Plan and this Agreement, the provisions of this
Agreement shall prevail; and

(d) neither the CERC Manual or the Emergency Action Plan is amended,
suspended, abrogated, repealed or waived without the prior written
approval by the Association.

2. The Recipient shall ensure that the structures and arrangements referred to in the
CERC Manual are maintained throughout the implementation of the Contingent
 -16-

Emergency Response Part, with adequate staff and resources satisfactory to

Association.

3. The Recipient shall ensure that:

(a) the environmental and social instruments required for the Contingent
Emergency Response Part are prepared, disclosed and adopted in
accordance with the CERC Manual and the ESCP, and in form and
substance acceptable to the Association; and

(b) the Contingent Emergency Response Part is carried out in accordance with
the environmental and social instruments in a manner acceptable to the
Association.

4. Activities under the Contingency Emergency Response Part shall be undertaken

only after an Eligible Crisis or Emergency has occurred.

Section H. Project Monitoring, Reporting and Evaluation

The Recipient 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.

Section III. Withdrawal of the Proceeds of the Financing

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 Financing to: (a) finance Eligible
Expenditures; and (b) repay the Preparation Advance; in the amount allocated
and,
if applicable, up to the percentage set forth against each Category of the following
table:
 -17-

Category Amount of the Amount of the Percentage of

Credit Allocated Grant Allocated Expenditures to be
(expressed in (expressed in Financed
(USD) SDR) (inclusive of Taxes)
(1) Goods, non-consulting 17,480,000 53,600,000 100% (20%
services (including Credit/80% Grant)
Training), consulting
services and Operating
Costs under Parts I and 3 of
the Project

(2) Works, goods, non- 75,000,000 0 100% Credit

consulting services
(including Training) and
consulting services under
Part 2 of the Project (but
excluding works under Part
2.1 (a)

(3) Works in connection with 125,000,000 0 100% Credit

the Mbuyi-Mayi Kabinda
road section under Part
2.1(a)(i)(A) of the Project

(4) Works in connection with 101,000,000 0 100%Credit

the Kabinda-Mbanga road
section under Part
2.1 (a)(i)(B) of the Project

(5) Works in connection with 104,000,000 0 100%Credit

the Butembo-Kanya-
Bayonga road section under
Part 2.1 (a)(ii) of the Project

(6) Emergency Expenditures 0 0 100%

under Part 4 of the Project

(7) Refund of Preparation 5,500,000 0 Amount payable

Advance pursuant to Section
2.07 (a) of the
General Conditions
TOTAL AMOUNT 427,980,000 53,600,000
B. Withdrawal Conditions; Withdrawal Period

L. Notwithstanding the provisions of Part A above, no withdrawal shall be made:

(a) for payments made prior to the Signature Date, except that withdrawals up
to an aggregate amount not to exceed $1,800,000 may be made for
payments made prior to this date but on or after the date falling twelve
months prior to the Signature Date, for Eligible Expenditures under
Category (2); or

(b) for payments under Category (3), until and unless the Association is
satisfied that all the following conditions have been met:

(i) the ESIA/ESMP has been prepared, consulted, adopted and

disclosed in form and substance acceptable to the Association; and

(ii) the RAP has been prepared, consulted, adopted and disclosed in
form and substance acceptable to the Association.

(c) for payments under Category (4), until and unless the Association is
satisfied that all the following conditions have been met:

(i) the ESIA/ESMP has been prepared, consulted, adopted and

disclosed in form and substance acceptable to the Association;

(ii) the RAP has been prepared, consulted, adopted and disclosed in
form and substance acceptable to the Association; and

(iii) the IPP has been prepared, consulted, adopted and disclosed in
form and substance acceptable to the Association.

(d) for payments under Category (5), until and unless the Association is
satisfied that all the following conditions have been met:

(i) the ESIA/ESMP has been prepared, consulted, adopted and

disclosed in form and substance acceptableto the Association; and

(ii) the RAP has been prepared, consulted, adopted and disclosed in
form and substance acceptable to the Association.

(e) for payments under Category (6), until and unless the Association is
satisfied that.all the following conditions have been met in respect of said
activities:

(i) (A) the Recipient has determined that an Eligible Crisis or

Emergency has occurred, has furnished to the Association a
 -19-

request to withdraw financing amounts under Category (2); and

(B) the Association has agreed with such determination, accepted
said request and notified the Recipient thereof; and

(ii) the Recipient has adopted the CERC Manual and Emergency
Action Plan, in form and substance acceptable to the Association.

2. The Closing Date is June 30, 2027.

 -20-

SCHEDULE 3

Date Payment Due Principal Amount of the Credit

repayable
(expressed as a percentage)*

On each April 15 and October 15, 1.5625%

commencing October 15, 2028, to and
including April 15, 2060

* The percentages represent the percentage of the principal amount of the Credit to be
repaid, except as the Association may otherwise specify pursuant to Section 3.05 (b) of the
General Conditions.
 -21-

APPENDIX.

Definitions

1- "AAC" means Autoril de 'Aviation Civile, the Recipient's Civil Aviation

Authority established pursuant to the Recipient's Decree No 11/029 dated June
10,
2011.

2. "ACE" means Agence Congolaisepour /'Environnement, the Recipient's agency

in charge of environment established under the authority of Ministry of
Environment and operating pursuant to the Recipient's Decree No. 14/030 dated
November 11, 2014.

3. "Annual Activity Report" means each of the reports referred to in Section .D.2(b)
of Schedule 2 to this Agreement.

4. "Annual Work Program" means each annual work program referred to in Section
I.B of Schedule 2 to this Agreement

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. "Basis Adjustment to the Service Charge" means the Association's standard basis
adjustment to the Service Charge for credits in the currency of denomination of the
Credit, in effect at 12:01 a.m. Washington, D.C. time, on the date on which the
Credit is approved by the Executive Directors of the Association, and expressed
either as a positive or negative percentage per annum.

7. "Biodiversity Management Plan" means the Biodiversity Management Plan

prepared and disclosed by the Recipient in accordance with the ESSs, and
approved by the Association, setting out the necessary steps to safeguard and
enhance the ecosystem of which works are part, which shall include, inter alia,the
findings of the biodiversity baseline study carried out under terms and conditions
acceptable to the Association, key biodiversity objectives, activities to achieve the
objectives, an implementation schedule, institutional and gender-inclusive
responsibilities, and cost and resourcing estimates; as said Biodiversity
Management Plan may be amended and/or supplemented from time to time with
the Association's prior written agreement.

8. "Category" means a category set forth in the table in Section 11I.A of Schedule 2
to this Agreement.

9. "CEPTM" means Cellule d'Excution du Projet Multimodal , a unit established

and operating under the Recipient's MOT pursuant to Arrdt Minist&riel No.
 -22-

409/CAB/MIN/TVC/020/2011 du 16 mars 2011, portantmodification de l'arrt6

No. 409/CAB/MA/TVC/016/20J0 du 16 flvrier 2010 portant crdation,
organisationetfonctionnement de la CEPTM, the Recipient's regulation creating
CEPT.

10. "CERC Manual" means the manual referred to in Section I.E.1(a) of Schedule 2 to
this Agreement, as such manual may be updated from time to time with the
agreement of the Association.

I. "CI" means Cellule Jnfrastructures, a unit established within the Recipient's

MIPW and operating pursuant to arr&td minist&riel No.
CAB/TP/024/MN/FKO3/2004 du 7 oclobre 2004 portant criation, organisationet
fonctionnement de la cellule d'appui inslitutionnel au Minist3re des Travaux
Publics et Infrastructures.

12. "COPIREP" means Comit de Pilotagede la Riforme des Entreprises

Publiques,
the Recipient's committee in charge of state-owned enterprises reform, established
and operating pursuant to Decree No.09/15 dated April 24, 2009.

13. "Contingent Emergency Response Component" means the activity or activities to

be carried out to respond to an Eligible Crisis or Emergency.

14. "Displaced Persons" means one or more persons who, on account of the execution
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 person(s) 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(s).

15. "DRC" means Democratic Republic of the Congo, the Recipient.

16. "Eligible Crisis or Emergency" means an event that has caused, or is likely to
imminently cause, a major adverse economic and/or social impact
to the Recipient,
associated with a natural or man-made crisis or disaster.

17. "Emergency Action Plan" means the plan referred to in Section I.E.I(b) of
Schedule 2 to this Agreement, detailing the activities, budget, implementation
plan, and monitoring and evaluation arrangements, to respond to the Eligible Crisis
or Emergency.

18. "Emergency Expenditures" means the eligible expenditures set forth in the CERC
Manual referred to in Section I.E.1(a) of Schedule 2 to this Agreement and
required for the Contingent Emergency Response Component.
 -23-

19. "Environmental and Social Commitment Plan" or "ESCP" means

the
environmental and social commitment plan for the Project, dated May 16, 2022,
as the same may be amended from time to time in accordance with the provisions
thereof, which sets out the material measures and actions that the Recipient shall
carry out or cause to be carried out to address the potential environmental and
social risks and impacts of the Project, including the timeframes of the actions and
measures, institutional, staffing, training, monitoring and reporting arrangements,
and any environmental and social instruments to be prepared thereunder.

20. "Environmental and Social Standards" or "ESSs" means, collectively:

(i) "Environmental and Social Standard I: Assessment and Management of
Environmental and Social Risks and Impacts"; (ii) "Environmental and Social
Standard 2: Labor and Working Conditions"; (iii) "Environmental and Social
Standard 3: Resource Efficiency and Pollution Prevention and Management";
(iv) "Environmental and Social Standard 4: Community Health and Safety";
(v) "Environmental and Social Standard 5: Land Acquisition, Restrictions on Land
Use and Involuntary Resettlement"; (vi) "Environmental and Social Standard
6:
Biodiversity Conservation and Sustainable Management of Living Natural
Resources"; (vii) "Enviromnental and Social Standard 7: Indigenous Peoples/Sub-
Saharan Historically Underserved Traditional Local Communities";
(viii) "Environmental and Social Standard 8: Cultural Heritage";
(ix) "Environmental and Social Standard 9: Financial Intermediaries"; and
(x) "Environmental and Social Standard 10: Stakeholder Engagement
and
Information Disclosure"; effective on October 1, 2018, as published by
the
Association.

21. "ESIA/ESMP" means each environmental and social impact assessment, including
an environmental and social management plan to be prepared and disclosed in
accordance with the provisions of the ESMF, and approved by the Association,
including, inter alia: (a) the mitigation measures to monitor, reduce, offset
or
compensate any environmental and/or negative impact that may arise from
the
carrying out of the ancillary works in connection with the paving road segment
works under Parts 2.1(a)(i)(A), 2.1(a)(i)(B) and 2.1(a)(ii) of the Project,
respectively; (b) capacity development and training; and (c) the institutional
arrangements, the implementation schedule, budget and monitoring and evaluation
systems to implement, monitor and evaluate said mitigation measures; as each
ESIA/ESMP may be amended and/or supplemented from time to time with the
Association's prior written agreement.

22. "ESMF" means the Recipient's Environmental and Social Management

Framework, acceptable to the Association, disclosed on the Recipient's territory
on May 3, 2022 and on the Bank's website on May 4, 2022, which contains, inter
alia, the environmental and social protection measures in respect
of the Project,
including: (a) measures for chance findings of physical cultural property;
(b) protection of natural habitats ; (c) the principles, rules guidelines and procedures
 -24-

to assess the environmental and social risks and impacts resulting from
the carrying
out of the Project; (d) measures and plans to reduce, mitigate and/or offset
adverse
risks and impacts, provisions for estimating and budgeting the costs
of such
measures, and information on the agency or agencies responsible for
addressing
Project risks and impacts, including on its capacity to manage environmental
and
social risks and impacts; (e) the recommendation of mitigation measures
for each
negative impact identified; (f) measures for enhancing each identified
positive
impacts; (g) the list of excluded activities; and (h) the SEA/SH Action
Plan; as the
same may be amended from time to time with the Association's prior
written
agreement.

23. "FONER" means Fonds National d'Entrelien Routier, the Recipient's

Road
maintenance Fund, a public institution (Etablissement Publique)
established
pursuant to the Prime Minister's Decree No. 08/27 dated December
24, 2008,
24. "General Conditions" means the "International Development Association
General
Conditions for IDA Financing, Investment Project Financing", dated
December
14, 2018 (revised on August 1, 2020, April 1, 2021, and January 1, 2022).

25. "GHG" means greenhouse gas.

26. "GIS" means Geographic Information System.

27. "Goma" means the city of Goma, the capital of Nord Kivu province.

28. "Goma Airport MoU" means the memorandum of understanding

referred to in
Section l.A.4 of Schedule 2 to this Agreement.

29. "ICCN" means the Recipient's Congolese Institute for Nature Conservation-

30. "IPP" means the indigenous peoples plan to be prepared and disclosed
by the
Recipient in accordance with the procedures and requirements of the
IPPF and
approved by the Association, containing, inter alia,
the principles, procedures,
organizational arrangements and budget to implement activities which
may impact
indigenous in connection with the Kabinda-Mbanga paving road works
under Part
2.1(a)(ii) of the Project; as said IPP may be amended and/or supplemented
from
time to time with the Association's prior written agreement.

31. "IPPF" means the Recipient's Indigenous People Policy Framework,

acceptable to
the Association, disclosed on the Recipient's territory on February
3, 2022, which
contains, inter alia, details of mechanisms designed to guarantee the
full, prior and
informed participation and consent of the local population in the
design and
implementation of the Project, and to ensure that the local population
is both
protected from any adverse effects and able to derive appropriate
culturally
compatible social and economic benefits therefrom, as such IPPF may
be amended
 -25-

and /or supplemented from time to time with the Association's prior written
agreement.

32. "MEDD" means the recipient's Ministry of Environment and Sustainable

Development, or any successor thereto.

33. "Memorandum of Understanding" means one or more, as

the case may be,
memorandum of understanding to be signed between CI and the other Recipient's
entities participating in the implementation ofthe Project, including
FONER, OdR,
CNPR, COPIREP, RVA, AAC, OVD, I'Autorit6 de R6gulation
des Postes,
T614communications et TIC, SOCOF, ACE, ICCN and the MEDD, MOT and
MPTNTIC's representatives, under terms and conditions acceptable to the
Association referred to in Section I.A.2 of Schedule 2 to this Agreement.

34. "MOT" means the Recipient's Ministry in charge of transport or any successor
thereto.

35. "MIPW" means the Recipient's Ministry of Infrastructure and Public Works, or
any successor thereto.

36. "MPTNTIC" means the Recipient's Ministry of Post, Telecom, and New
Communication and Information Technologies, or any successor thereto.

37. "OdR" means Office de Route, the Road Office within the MIPW.

38. "OVD" means Office des Voiries et Drainages, the urban roads office within the
MIPW.

39. "Operating Costs" means recurrent costs incurred on account of the Project by the
Recipient, more particularly, the CI, including: (i) operation and maintenance of
vehicle; (ii) computer maintenance, including hardware and software;
(iii) communication costs and shipment costs (whenever these costs are not
included in the cost of goods); (iv) office supplies; (v) rent and maintenance for
office facilities; (vi) utilities expenses; (vii) travel and per diem costs for technical
staff carrying out training, supervisory and quality control activities; (viii) salaries
of support staff locally recruited by the CI to carry out the Project
management,
monitoring and evaluation; (ix) reasonable transport costs for the Recipient's civil
servants working on the Project; and (x) limited operating costs incurred by the
ACE and the ICCN; but excluding salaries of the Recipient's civil servants.

40. "PCU" means the Project Coordination Unit within the CI referred to in Section
I.A.1(a) of Schedule 2 to this Agreement.

41. "PPP" means public-private partnership; "PPPs" means the plural thereof.
 -26-

42. "Preparation Advance" means the advance referred to in Section 2.07 (a) of the
General Conditions, granted by the Association to the Recipient pursuant to the
letter agreement signed on behalf of the Association and on behalf of the Recipient
on December 4, 2019.

43. "Procurement Regulations" means, for purposes of paragraph 85 of the Appendix

to the General Conditions, the "World Bank Procurement Regulations for IPF
Borrowers", dated November 2020.

44. "Project Implementation Manual" or "PIM" means the Recipient's manual

acceptable to the Association, containing, inter alia: (i) specific provisions on
detailed arrangements for the carrying out of the Project (including copy of the
Memorandum of Understanding); (ii) the procurement, financial management and
disbursement requirements thereof; (iii) the performance indicators; and
(iv) arrangements for preventing, detecting, reporting, investigation, remediation
and otherwise addressing fraud and corruption, including compliance with the
Anti-Corruption Guidelines (which shall be annexed thereto); as said manual may
be amended from time to time with the Association's prior written consent.

45. "RAP" means each Recipient's resettlement action plan to be prepared and
disclosed in accordance with the provisions of the RPF, and approved by the
Association, designed to facilitate the compensation and resettlement of Displaced
Persons under Parts 2.1(a)(i)(A), 2.1(a)(i)(B) and 2.1(a)(ii) of the Project,
respectively, including the magnitude of displacement, proposed compensation
and resettlement arrangements, and budget and cost estimates, together with
particulars of institutional, monitoring and reporting arrangements required to
ensure proper implementation of, and regular feedback on compliance with, the
RAP, as each RAP may be amended and/or supplemented from time to time with
the Association's prior written consent.

46. "Regulatory Authority of Post, Telecommunications and ICT" means the

Recipient's Authorite de Regulation de la Poste et des Telecommunications du
Congo, ARTPC, or any successor thereto in accordance with article II of the
Telecommunications Law.

47. "RPF" means the Recipient's Resettlement Policy Framework, acceptable to the
Association, disclosed in the Recipient's territory on April 15, 2022, outlining
general implementation procedures, mitigation measures and monitoring
procedures for involuntary resettlement under the Project, including the procedures
for preparation and implementation of resettlement action plans, when
applicable,
as said framework may be amended from time to time with the Association's prior
written consent.

48- "RVA" means Rigie des Voies Adriennes, the Recipient's Airport Authority, a
national airways and airport infrastructure management limited company created
 -27-

by Presidential Ordinance-Law no. 72-013 dated February 21, 1972 as amended

thereof pursuant to Recipient's Law No. 08/007 dated 7 July 2008, the Recipient's
Decree No. 09/12 dated 24 April 2009.

49. "SCPT" means Soci dt Congolaise des Postes et Ticommunications, the

Recipient's Postal and Telecommunication Company.

50. "SEA/SH" means sexual exploitation and abuse, and sexual harassment.

51. "SEA/SH Action Plan" means the Recipient's plan containing a list of mitigation
measures and included as an annex to the ESMF, containing: (a) an accountability
and response framework which includes codes of conduct to be signed by health
care personnel, a grievance redress mechanism set up to handle SEA/SH-related
complaints and a response protocol for ensuring access to integrated services for
survivors; (b) awareness-raising around SEA/SH and community consultations
with women; and (c) training activities related to SEA/SH prevention and
response, as the same may be updated from time to time with the prior written
agreement of the Association.

52. "Selected Provinces" means the Recipient's provinces of Kasai Oriental and
Lomani in the Kasai region, and Nord Kivu in the Easter part of DRC; and any
other selected province in the Kasai region and/or Easter part of DRC, as agreed
between the Recipient and the Association and listed in the PIM.

53. "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.

54. "SOCOF" means Socidt Congolaisede Fibre Optique, the Congolese Fiber Optic
Company, a Recipient's state-owned company responsible for the construction,
management, exploitation and maintenance of telecommunication infrastructure,
including fiber optic networks, in DRC, registered with number
CD/KIN/RCCM/16-B-990.

55. "Strategic Steering Committee" means the Recipient's Comii d'Orientation

Stratigiquereferred to in Section I.A.5 of Schedule 2 to this Agreement,

56. "Telecommunications Law" means the Recipient's Telecommunications Law No.

20/017 published in the Official Gazette No.62, Special Edition, dated 22
September 2021.

57. "TIC" means information technologies and communications.

58. "Time-bounded Corrective Action Plan" means each of the plans referred to in
referred to in Part 1.1 (b)(i) and 1.2(a) of Schedule I to this Agreement.
 -28-

59. "Training" means training and workshops, including purchase and publication of
materials, rental of facilities, course fees, study tours and travel and subsistence for
participants, trainees and trainers.

60. "USF" means Fonds de Service Universel, the Universal Service Fund created
pursuant to article 14 of the Telecommunications Law.