CREDIT NUMBER 5465-CM

Financing Agreement

(Alultimodal Transport Project)

between

REPUBLIC OF CAMEROON

and

INTERNATIONAL DEVELOPMENT ASSOCIATION

Dat Dd ,2014

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CREDIT NUMBER 5465-CM

FINANCING AGREEMENT

AGREEMENT dal-d 2 0 ANUT , 2014, entered intobetween REPUBLIC OF CAMEROON ("Recipient") and INTERNATIONALDEVELOPMENT ASSOCIATION ("Association"). The Recipient and the Associationhereby agree as follows:

ARTICLE I - GENERAL CONDITIONS; DEFINITIONS

1.01. The General Cond tions (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 thisAgreement have the meanings ascribed to them in the General Conditions or inthe Appendix to this Agreement.

ARTICLE II - FINANCING

2.01. The Association agrees to extend to the Recipient, on the terms and conditionsset forth or referred to in this Agreement, a credit in an amount equivalent toforty-five million nine hundred thousand Special Drawing Rights(SDR 45,900,000) (variously, "Credit" and "Financing") to assist in financing theproject described in Schedule 1 to this Agreement ("Project").

2.02. The Recipient may withdraw the proceeds of the Financing in accordance withSection IV of Sched,le 2 to this Agreement.

2.03. The Maximum Co nmitment Charge Rate payable by the Recipient on theUnwithdrawn Finani ing Balance shall be one-half of one percent (1/2 of 1%) perannum.

2.04. The Service Charge payable by the Recipient on the Withdrawn Credit Balanceshall be equal to three-fourths of one percent (3/4 of 1%) per annum.

2.05. The Payment Dates tre March 15 and September 15 in each year.

2.06. The principal amot nt of the Credit shall be repaid in accordance with therepayment schedule 3et forth in Schedule 3 to this Agreement.

2.07. The Payment Currency is Euro.

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ARTICLE III - PROJECT

3.01. The Recipient declares its commitment to the objective of the Project. To thisend, the Recipient ;hall carry out and, as applicable, cause the Project to becarried out by the Pi oject Implementing Entity in accordance with the provisionsof Article IV of the General Conditions and the Project Agreement.

3.02. Without limitation upon the provisions of Section 3.01 of this Agreement, andexcept as the Recip ent and the Association shall otherwise agree, the Recipientshall ensure that th! Project is carried out in accordance with the provisions ofSchedule 2 to this Agreement.

ARTICLE IV - EFFECTIVENESS; TERMINATION

4.01. The Additional Conditions of Effectiveness consist of the following:

(a) The Subsidiary Agreement has been executed on behalf of the Recipientand the Prolect Implementing Entity, in accordance with Section I.B ofSchedule 2 1o this Agreement.

(b) The Recipiont and the Project Implementing Entity have adopted theProject Implementation Manual in accordance with the provisions ofSection I.D of Schedule 2 to this Agreement and Section I.C of theSchedule to the Project Agreement.

(c) The Recipi.-nt has expanded the mandate of the Project SteeringCommittee in accordance with Section I.A.1(a) of Schedule 2 to thisAgreement.

4.02. The Additional Legal Matter shall be that the Subsidiary Agreement has beenduly authorized or ratified by the Recipient and the Project Implementing Entityand is legally bindir g upon the Recipient and the Project Implementing Entity inaccordance with its i erms.

4.03. The Effectiveness Deadline is the date ninety (90) days after the date of thisAgreement.

4.04. For purposes of Sec:ion 8.05 (b) of the General Conditions, the date on which theobligations of the Ricipient under this Agreement (other than those providing forpayment obligations) shall terminate is twenty years after the date of thisAgreement.

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ARTICLE V - REPRESENTATIVE; ADDRESSES

5.01. Except as provided in Section 2.02 of this Agreement, the Recipient'sRepresentative is its Minister of Economy, Planning and Regional Development.

5.02. The Recipient's Address is:

Ministry of Econom y, Planning and Regional DevelopmentYaound6Republic of Camerc on

Facsimile:

(237) 22 22 15 09

5.03. The Association's Address is:

International Devel pment Association1818 H Street, N.WWashington, D.C. 20433United States of America

Telex: Facsimile:

248423 (MCI) 1-202-477-6391

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AGREED at' ICk Oft 2 0 AMii 20 141j,sfhAGEE a ( 0 t Jkr-Cfoc( \ , ,as of the

day, month and year first abo ve w tten.

REPUBLIC OF CAMEROON

By

Authorized Representative

Namne*/

Tite:

INTERNATIONAL DEVELOPMENT ASSOCIATION

By0

DIRECTEUR Authorized Representative

DES OPERATIONS <

aoundh le:

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SCHEDULE 1

Project Description

The objective of thc Project is to increase multimodal transport efficiency andeffectiveness along the Recipient's Yaound6-Kousseri Corridor.

The Project consists of the following parts:

Part A. Roads Infrastructure Improvements

Implementation of a program of activities to rehabilitate and maintain a sectionof the Recipient's Yaound&-ousseri corridor, including:

1. rehabilitation of approximately 61 kilometers of road between the Recipient'stowns of Maroua andJ Mora; and

2. maintenance of approximately 270 kilometers of rehabilitated road between theRecipient's town of Maroua and Kousseri through a performance based contract.

Part B. Rail Infrastructure Ii nprovements

Implementation of a progrun of activities to improve the Recipient's rail transportinfrastructure, including:

1. modernization of t ie Recipient's Yaounde-Ngaoundere signaling and switchsystems;

2. rehabilitation of sel cted rail bridges;

3. installation of safe:y lights, warning systems and gates at selected railroadcrossings in the Recipient's city of Douala; and

4. carrying out of a fl,asibility study for the construction of a rail-road logisticplatform in the Recipient's city of Ngaoundere.

Part C. Infrastructure Sector Institutional Strengthening Project Management

1. Implementation of E program of activities to develop the institutional capacity ofthe Recipient's infrastructure sector, consisting of, inter alia:

(a) institutional strengthening of relevant governmental agencies;

(b) carrying ot t of analytical studies aimed at improving the businessclimate for competitive transport market;

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(c) development of an independent monitoring system of transport pricesand costs tre!nds in the Recipient's territory;

(d) carrying oi ut of an integrated environmental and social strategicassessment lor the Recipient's transport sector; and

(e) preparation of an integrated intermodal transport infrastructure sectorstrategy.

2. Project coordination, management and monitoring, preparation of financial auditsperiodic evaluations including strengthening the MPW's technical and fiduciarycapacity to manage and implement the Project through, inter alia, advisoryservices, purchase )f equipment, provision of Training, Operating Costs andmonitoring and eval iation activities.

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SCHEDULE 2

Project Execution

Section I. Implementa tion Arrangements

A. Institutional Arran gements.

1. Project Steeriny Committee

(a) The Recipi.-nt shall extend the mandate of the Project SteeringCommittee and thereafter maintain, at all times during theimplementalion of the Project, the Project Steering Committee with amandate, co nposition and resources satisfactory to the Association.

(b) The Project Steering Committee shall meet at least once annually andshall be r-sponsible for Project oversight, including, inter alia:(i) reviewir g the proposed Annual Work Plans and Budgets for theProject, (iii providing overall Project oversight and guidance, and(iii) identify ing necessary Project adjustments based on monitoring andevaluation r ports.

2. Project Implementation Unit

(a) The Recipient shall maintain at all times until the completion of theProject, the Project Implementation Unit within Recipient's ministryresponsible for public works with terms of reference and resourcessatisfactory to the Association.

(b) Without linm itation upon the provisions of Paragraph (a) of Section I.A.2of this Schcdule 2, the Project Implementation Unit shall at all times:(i) be comprised of qualified and experienced personnel in adequatenumbers, and to this end, inter alia, recruit, not later than three (3)months afte- the Effective Date, a road engineer and a monitoring andevaluations specialist in accordance with Section III of this Schedule 2,with qualifi -ations and terms of reference acceptable to the Association;and (ii) be risponsible for the day-to-day implementation for Parts A andC of the Prcject, including: (A) preparing proposed overall Annual WorkPlan and Budget for the Project, updating the Procurement Plan andconsolidatir g the Project reports for the Project Steering Committee;(B) carrying, out all Project procurement activities including developingand maintaining a comprehensive procurement filing system for theProject; and (C) coordination of monitoring and evaluation activities forthe Project.

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3. MINMAP

Notwithstanding the provisions of Sections I.A.2 of this Schedule 2, pursuant tothe Recipient's procurement regulations, MINMAP shall be responsible for theprocurement oversilhlt and contract execution of procurement activities for PartsA and C of the Pr)ject which fall above the established threshold within themandate of the Projcct Implementation Unit.

B. Subsidiary Agreemient

1. In order to achieve the objectives of Part B of the Project, the Recipient shallmake a portion ol the proceeds of the Financing available to the ProjectImplementing Entit. under a subsidiary agreement between the Recipient and theProject Implementi-ig Entity, under terms and conditions acceptable to theAssociation ("Subsidiary Agreement"), which shall include, without limitation,the following:

(a) A portion o 'the proceeds of the Financing shall be made available to theProject Imp' ementing Entity on reasonable grant terms.

(b) The Recipi,mt shall obtain rights adequate to protect its interests andthose of tl e Association, including the requirement that the ProjectImplementi ig Entity:

(i) car y out its activities under the Project with due diligence andeffi,iency and in accordance with sound technical, economic,finEncial, managerial, environmental and social standards andpractices satisfactory to the Association, including, withoutlimitation to the generality of the foregoing, in accordance withthe provisions of the Anti-Corruption Guidelines applicable torecipients of Financing proceeds other than the Recipient, thePro ect Implementation Manual, and the Safeguards Instruments;

(ii) maintain policies and procedures, adequate to enable the ProjectImplementing Entity to monitor and evaluate in accordance withind cators acceptable to the Association, the progress of theactivities carried out under the Project and the achievement of itsobji ectives;

(iii) (A) maintain a financial management system and preparefinEncial statements in accordance with consistently appliedacci)unting standards acceptable to the Association, both in amanner adequate to reflect the operations, resources andexp.-nditures related to the activities carried out by the ProjectImllementing Entity under the Project; and (B) at the

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Association's or the Recipient's request, have such financialstatements audited by independent auditors acceptable to theAssociation, in accordance with consistently applied auditingstanlards acceptable to the Association, and furnish promptly tothe Recipient and the Association the financial statements as soaudi ted;

(iv) enal le the Recipient and the Association to inspect the activitiescarried out by the Project Implementing Entity under the Project,theii operation and any relevant records and documents; andprepare and furnish to the Recipient and the Association all suchinformation as the Recipient or the Association shall reasonablyrequest relating to the foregoing; and

(v) refuiad any or all part of the amount of the Financing thenwitfidrawn, upon the Recipient's determination that the ProjectImp ementing Entity has failed to perform any of its obligationsundor the Subsidiary Agreement or the Project Agreement.

2. The Recipient shall exercise its rights and carry out its obligations under theSubsidiary Agreeme at in such manner as to protect the interests of the Recipientand the Association amd to accomplish the purposes of the Financing.

3. Except as the Assoc,iation shall otherwise agree, the Recipient and the ProjectImplementing Entitb shall not assign, amend, abrogate or waive the SubsidiaryAgreement or any of its provisions.

4. In the event of any conflict between the Subsidiary Agreement and the FinancingAgreement or the Project Agreement, the Financing Agreement or the ProjectAgreement, as the ct se may be, shall prevail.

C. Anti-Corruption

The Recipient shall ensure that the Project is carried out in accordance with theprovisions of the An ti-Corruption Guidelines.

D. Project Implement:ition Manual

1 . The Recipient shall 3repare or cause to be prepared, in accordance with terms ofreference acceptabli to the Association, a Project implementation manual,containing detailed arrangements and procedures for: (a) institutionalcoordination and duy-to-day execution of the Project; (b) Project budgeting,disbursement and f nancial management; (c) procurement; (d) monitoring andevaluation, reporting and communication; (e) environmental and safeguard

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management; and (f) such other administrative, financial, technical andorganizational arrangements and procedures as shall be required for the Project.

2. The Recipient shall afford the Association a reasonable opportunity to reviewand approve such m anual, and shall thereafter adopt or cause to be adopted suchmanual as shall hav( been approved by the Association ("Project ImplementationManual").

3. The Recipient shall ensure that the Project is carried out in accordance with theProject Implemental ion Manual and shall, not amend, abrogate, waive, or permitto be amended, abrogated, or waived, the aforementioned, or any provisionthereof, without the :rior written consent of the Association.

4. In the event of any conflict between the provisions of the Project ImplementationManual and those )f this Agreement, the provisions of this Agreement shallprevail.

E. Annual Work Plans and Budgets

1. Not later than Janua .y 31 in each calendar year (or one month after the EffectiveDate for the first year of Project implementation), the Recipient shall prepare orcause to be prepare I for the purpose of forwarding to the Association, a draftannual work plan aid budget for the Project (including Training and OperatingCosts) for the subse,luent calendar year of Project implementation, of such scopeand detail as the Ass,ociation shall have reasonably requested.

2. The Recipient shall afford the Association a reasonable opportunity to reviewsuch draft annual work plan and budget, and thereafter shall carry out (or causeto be carried out) such annual work plan and budget during such subsequentcalendar year as shll have been approved by the Association ("Annual WorkPlan and Budget"). Only those activities that are included in an Annual WorkPlan and Budget s iall be eligible for financing out of the proceeds of theFinancing.

3. Any Training propo;ed to be included in an Annual Work Plan and Budget, shallinclude, inter alia: a) particulars of the Training envisaged; (b) the criteria forselection of the per sonnel to be trained, and such personnel if known; (c) theselection method of the institution or individuals conducting such Training; (d)the institution con lucting such Training if identified; (e) the purpose andjustification for such Training; (f) the location and duration of the proposedTraining; and (g) th( estimate of the cost of such Training.

4. Annual Work Plan; and Budgets may be revised as needed during Projectimplementation subj ect to the Association's prior written approval.

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F. Safeguards.

1. The Recipient shall:

(a) ensure that :he Project is implemented in accordance with the relevantSafeguards Instruments; and

(b) if any activity under the Project would involve Affected Persons:(i) ensure th at no displacement (including restriction of access to legallydesignated parks and protected areas) shall occur before resettlementmeasures have been taken in accordance with the RAP; and (ii) ensurethat, in the case of displacement, full payment of compensation and otherassistance iequired for relocation have been provided to AffectedPersons.

2. Without limitation t pon its other reporting obligations under this Agreement, theRecipient shall, for each Safeguards Instrument, regularly collect, compile andfurnish (or cause l be regularly collected, compiled and furnished) to theAssociation reports 'n form and substance satisfactory to the Association, on thestatus of compliance with each Safeguards Instrument, as part of the ProjectReports, giving deta Is of:

(a) measures ta -en in furtherance of such Safeguards Instrument;

(b) conditions, if any, which interfere or threaten to interfere with thesmooth implementation of such Safeguards Instrument; and

(c) remedial nm easures taken or required to be taken to address suchconditions.

3. In the event that an;' provision of the Safeguards Instruments shall conflict withany provision under this Agreement, the provisions of this Agreement shallprevail.

4. The Recipient shall ensure that all terms of reference for any technical assistanceand studies to be carried out under the Project are consistent with theAssociation's envircnmental and social safeguard policies.

Section II. Project Mo itorin2. Reportin2 and Evaluation

A. Project Reports

The Recipient shall monitor and evaluate the progress of the Project and prepareProject Reports in a cordance with the provisions of Section 4.08 of the GeneralConditions and on the basis of the indicators acceptable to the Association. EachProject Report shall cover the period of one calendar quarter, and shall be

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furnished to the Association not later than forty-five (45) days after the end of theperiod covered by si ich report.

B. Financial Management, Financial Reports and Audits

1. The Recipient shall maintain or cause to be maintained a financial managementsystem in accordai ice with the provisions of Section 4.09 of the GeneralConditions.

2. Without limitation con the provisions of Part A of this Section, the Recipient shallprepare and furnish 'or cause to be prepared and furnished) to the Association notlater than forty-fivt (45) days after the end of each calendar quarter, interimunaudited financial reports for the Project covering the quarter, in form andsubstance satisfacto:y to the Association.

3. The Recipient shall have its Financial Statements audited in accordance with theprovisions of Section 4.09 (b) of the General Conditions. Each audit of theFinancial Statemeni s shall cover the period of one fiscal year of the Recipient.The audited Financial Statements for each such period shall be furnished to theAssociation not later than six months after the end of such period.

4. In furtherance of 1 he provisions of this Section II.B of Schedule 2 to thisAgreement, not late r than two (2) months after the Effective Date, the Recipientshall adapt for thc purposes of the project, the computerized multi-projectfinancial and accot nting system within the Project Implementation Unit in amanner satisfactory to the Association.

5. In order to ensur, the timely carrying out of the audits referred to inSection II. B.3, the Recipient shall recruit, in accordance with the provisions ofSection III of this Schedule 2, not later than six (6) months after the EffectiveDate, an external auditor with qualifications, experience and term of referenceacceptable to the As sociation.

Section III. Procureme at

A. General

1. Goods, Works and Non-consulting Services. All goods, works and non-consulting services !equired for the Project and to be financed out of the proceedsof the Financing shill be procured in accordance with the requirements set forthor referred to in Sec tion I of the Procurement Guidelines, and with the provisionsof this Section.

2. Consultants' Services. All consultants' services required for the Project and tobe financed out of the proceeds of the Financing shall be procured in accordance

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with the requireme -ts set forth or referred to in Sections I and IV of theConsultant Guidelin.s, and with the provisions of this Section.

3. Definitions. The c apitalized terms used below in this Section to describeparticular procurem -nt methods or methods of review by the Association ofparticular contracts, refer to the corresponding method described in Sections IIand III of the Pro(urement Guidelines, or Sections II, III, IV and V of theConsultant Guidelin-s, as the case may be.

B. Particular Method s of Procurement of Goods, Works and Non-consultingServices

1 International Competitive Bidding. Except as otherwise provided in paragraph2 below, goods, w arks and non-consulting services shall be procured undercontracts awarded oa the basis of International Competitive Bidding:

2. Other Methods or Procurement of Goods, Works and Non-consultingServices. The following methods, other than International Competitive Bidding,may be used for procurement of goods, works and non-consulting services forthose contracts spec fled in the Procurement Plan:

Procurement Met hod(a) Limited Intern; tional Bidding

(b) National Comi etitive Bidding, subject to the additional procedures set forthin paragraph 3 below

(c) Shopping

(d) Direct Contrac!ing

3. Requirements for the National Competitive Bidding. The procedures to befollowed for Natic nal Competitive Bidding shall be those set forth in theRecipient's Procure -nent Code of September 24, 2004, as revised from time totime in a manner deemed acceptable to the Association, subject, however, to themodifications desciibed in the following paragraphs required for compliancewith the Procureme it Guidelines.

(a) In accordar ce with paragraph 1.16 (e) of the Procurement Guidelines,each biddin:, document and contract financed out of the proceeds of theFinancing s hall provide that: (i) the bidders, suppliers, contractors andtheir subcoi tractors, agents, personnel, consultants, service providers, orsuppliers shall permit the Association, at its request, to inspect allaccounts, re cords and other documents relating to the submission of bidsand contrac. performance, and to have said accounts and records auditedby auditors appointed by the Association; and (ii) the deliberate and

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material violation of such provision may amount to an obstructivepractice as defined in paragraph 1.16(a)(v) of the ProcurementGuidelines;

(b) The invitation to bid shall be advertised in, at least, one nationalnewspapers with wide circulation;

(c) The bid eviluation, qualification of bidders and contract award criteriashall be cle,rly indicated in the bidding documents;

(d) The bidders shall be given adequate response time (at least four weeks)from the d, te of the invitation to bid or the date of availability of abidding doc iments, whichever is later, to prepare and submit their bids;

(e) Eligible bidders, including foreign bidders, shall be allowed toparticipate;

(f) No domesti3 preference shall be given to domestic contractors and todomesticall manufactured goods and association with national firmshall not be a condition for participation in a bidding process;

(g) Bids are alvarded to the lowest evaluated bidder provided that suchbidder is qu ilified;

(h) No scoring system shall be allowed for the evaluation of bids, and no"blanket" limitation to the number of lots which can be awarded to abidder shall apply;

(i) Qualificatioa criteria shall only concern the bidder's capability andresources to perform the contract taking into account objective andmeasurable factors; and

(j) Fees charge J for bidding documents shall be reasonable and reflect onlythe cost of Irinting and delivery to the prospective bidders.

C. Particular Methodi of Procurement of Consultants' Services

1. Quality- and Cost- based Selection. Except as otherwise provided in paragraph2 below, consultant;' services shall be procured under contracts awarded on thebasis of Quality- and Cost-based Selection.

2. Other Methods ol* Procurement of Consultants' Services. The followingmethods, other th-n Quality- and Cost-based Selection, may be used forprocurement of con sultants' services for those contracts which are specified inthe Procurement Ple n:

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Procurement Met lod

(a) Quality-Based Selection

(b) Selection unde -a Fixed Budget

(c) Least Cost Seh ction

(d) Selection Base I on the Consultants' Qualifications

(e) Single-Source 3election

(f) Individual Con 3ultants

D. Review by the Association of Procurement Decisions

The Procurement Pl,n shall set forth those contracts which shall be subject to theAssociation's Prior Review. All other contracts shall be subject to Post Reviewby the Association.

Section IV. Withdrawal of the Proceeds of the Financingz

A. General

1. The Recipient may withdraw the proceeds of the Financing in accordance withthe provisions of Article II of the General Conditions, this Section, and suchadditional instructio is as the Association shall specify by notice to the Recipient(including the "W)rld Bank Disbursement Guidelines for Projects" datedMay 2006, as revised from time to time by the Association and as madeapplicable to this Agreement pursuant to such instructions), to finance EligibleExpenditures as set lorth in the table in paragraph 2 below.

2. The following table specifies the categories of Eligible Expenditures that may befinanced out of the proceeds of the Financing ("Category"), the allocations of theamounts of the Finacing to each Category, and the percentage of expenditures tobe financed for Eligible Expenditures in each Category:

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Percentage ofAmount of the Credit Expenditures to be

Allocated FinancedCategory (expressed in SDR) (inclusive of Taxes)

(1) Works for Part A.1 34,300,000 83% (excluding valueof the Project added tax and custom

duties)

(2) Goods, works, non- 5,800,000 100% (excluding valueconsulting ser ices, added tax)consultants'services, and fi orPart B of theProject

(3) Goods, non- 5,800,000 100% (excluding valueconsulting serN ices, added tax and customconsultants' duties)services, Train ngand OperatingCosts for Parts Aand C of the Pioject

TOTAL AMOUNT 45,900,000

B. Withdrawal Conditions; Withdrawal Period

1. Notwithstanding the provisions of Part A of this Section, no withdrawal shall bemade:

(a) for paymeni s made prior to the date of this Agreement; or

(b) under Catej ory (1), unless the Recipient has deposited the CounterpartsFunds required in accordance with Section V.A.2(a)(i) of Schedule 2 tothis Agreement.

2. The Closing Date is June 30, 2021.

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Section V. Other Undortakings

A. The Recipient shal.:

1. establish and, thro ighout the implementation of the Project, maintain in afinancial institution md on terms and conditions acceptable to the Association, anaccount into which it shall deposit all counterpart funds required for Parts A.1and A.2 of the Proje ct ("Counterpart Funds Account");

2. without limitation uon the provisions of Section 4.03 of the General Conditions,

(a) deposit into the Counterpart Funds Account: (i) an amount equivalent tosix million Dollars ($6,000,000); and (ii) not later than April 30, 2016, anamount equivalent to five million Dollars ($5,000,000), all for Worksunder Part 1,,. 1 of the Project; and

(b) allocate, through the RMF, on a schedule and in installments agreed withthe Associa ion as reflected in the Annual Work Plan and Budget, a totalamount equ valent to nine million Dollars ($9,000,000) for Works underPart A.2 of the Project, all in the Recipient's currency ("CounterpartFunds"); an:

3. ensure that all Couaterpart Funds shall be used exclusively to pay for EligibleExpenditures requir:-d for said parts of the Project.

B. The Recipient sh all comply with its commitment under the ConcessionAgreement, and ii particular with Annex 3 to Amendment No. 2 of theConcession Agreei ient signed on November 4, 2008, regarding the provisioningand the use of tht funds deposited in the Rail Investment Account (Compted7nfrastructures I erroviaires) (as defined in the Concession Agreement).

C. Not later than six (() months after the Effective Date, the Recipient shall recruit,in accordance with Section III of Schedule 2 to this Agreement, a technicalauditor with qualifiations, experience and terms of reference acceptable to theAssociation.

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SCHEDULE 3

Repayment Schedule

Date Paym(nt Due Principal Amount of the Creditrepayable

(expressed as a percentage)*

On each March 15 and September 15

commencing September 15, 2024 to and including 1%March 15, 2034

commencing September 15, 2034 to and including 2%March 15, 2054

* The percentages represen: the percentage of the principal amount of the Credit to berepaid, except as the Assoc ation may otherwise specify pursuant to Section 3.03 (b) ofthe General Conditions.

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APPENDIX

Section I. Definitions

1. "Affected Person" n teans a person who as a result of: (i) the involuntary taking ofland under the Proje ct is affected in any of the following ways: (A) relocation orloss of shelter; (B) loss of assets or access to assets; or (C) loss of income sourcesor means of liveliho d, whether or not the affected person must move to anotherlocation; or (ii) the involuntary restriction of access to legally designated parksand protected areas: uffers adverse impacts on his or her livelihood.

2. "Annual Work Plai. and Budget" means the annual work plan and budget asprepared by the Re -ipient for and approved by the Association in accordancewith the provisions of Section I.E of Schedule 2 to this Agreement.

3. "Anti-Corruption Guidelines" means the "Guidelines on Preventing andCombating Fraud aid Corruption in Projects Financed by IBRD Loans and IDACredits and Grants", dated October 15, 2006 and revised in January 2011.

4. "CAMRAIL" means the railway company established under the laws of theRecipient and open ting in accordance with the Project Implementing Entity'sLegislation.

5. "Category" means a category set forth in the table in Section IV of Schedule 2 tothis Agreement.

6. "Concession Agre.ment" means the agreement entitled Convention deConcession du Cherfin de Fer entered into between the Recipient and the ProjectImplementing Entit, on January 19, 1999 as amended from time to time until thedate of this Agreemnt.

7. "Consultant Guidelines" means the "Guidelines: Selection and Employment ofConsultants under ,BRD Loans and IDA Credits and Grants by World BankBorrowers" dated R nuary 2011.

8. "Counterpart Funds' means an amount of approximately US$20 million to beprovided by the Recipient in accordance with the provisions of Section V.A.2 ofSchedule 2 to this Agreement, to assist in financing Part A of the Project.

9. "Counterpart Funds Account" means the account to be opened by the Recipientin accordance witf the provisions of Section V.A.1 of Schedule 2 to thisAgreement.

10. "ESIA" means an assessment, disclosed in the Recipient's territory onMarch 3, 2014 and it the World Bank's Infoshop on March 7, 2014, in form andsubstance satisfacto y to the Association, carried out by the Recipient to evaluate

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the Project's potential environmental and social risks and impacts in its area ofinfluence, examine alternatives and identify ways of mitigating and managingadverse environmen:al and social impact throughout Project implementation, asthe same may be amended from time to time with the agreement of theAssociation.

11. "Environmental anc Social Management Plan" and "ESMP" mean a plan,prepared by the Rec.pient as part of the ESIA, proposing appropriate mitigation,monitoring and insitutional measures designed to mitigate potential adverseenvironmental and iesettlement impacts, offset them, reduce them to acceptablelevels or enhance positive impacts, as the same may be amended from time totime with the agreen ment of the Association.

12. "General Conditioi.s" means the "International Development AssociationGeneral Conditions ior Credits and Grants", dated July 31, 2010.

13. "MINMAP" means the Recipient's ministry responsible for public procurementand any successor thereto.

14. "Ministry of Econcimy, Planning and Regional Development" or "MINEPAT"means the Recipien 's ministry responsible for economy, planning and regionaldevelopment and an / successor thereto.

15. "Ministry of Publ c Works" or "MPW" means the Recipient's ministryresponsible for publ c works and any successor thereto.

16. "Operating Costs" n teans incremental recurrent expenditures incurred on accountof Project impleme -tation, including: local contractual support staff salaries;travel expenditures and other travel-related allowances for the purposes of theProject; equipment rental and maintenance; vehicle operation (including fuel),maintenance and repair; office rental and maintenance, materials and supplies;and utilities, media information campaigns and communications' expenses, butexcluding the salaries of officials and public servants of the Recipient's civilservice.

17. "Procurement Guidc lines" means the "Guidelines: Procurement of Goods, Worksand Non-consulting Services under IBRD Loans and IDA Credits and Grants byWorld Bank Borrow ers" dated January 2011.

18. "Procurement Plan' means the Recipient's procurement plan for the Project,dated March 13, 2014 and referred to in paragraph 1.18 of the ProcurementGuidelines and para :raph 1.25 of the Consultant Guidelines, as the same shall beupdated from time to time in accordance with the provisions of said paragraphs.

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19. "Project Agreemeni" means the agreement between the Association and theProject Implementin Entity, of even date herewith, as the same may be amendedfrom time to time and such term includes all schedules and agreementssupplemental to the Project Agreement.

20. "Project Implement,:tion Manual" means the manual to be prepared and adoptedby the Recipient in accordance with the provisions of Section I.D of Schedule 2to this Agreement, as the same may be revised from time to time with the priorwritten consent of tf e Association.

21. "Project Implement, tion Unit" means the implementation unit, to be maintainedwithin the MPW in accordance with the provisions of Section I.A.2 of Schedule2 to this Agreement and established pursuant to the Recipient's Arrete No.025/CAB/PM du 1- fivrier 2008 portant creation et organization au sein duMinist re des Travaux Publics, d'une Cellule de Coordination et de Suivi del'Exicution des Pr)jets finances par le Groupe de la Banque Africaine deDiveloppement ou par la Banque Mondiale.

22. "Project Implementi ig Entity" means CAMRAIL.

23. "Project Implementing Entity's Legislation" means the resolution registered inthe Recipient's Doiala III, dated June 25, 1998, in volume 03, folio 207,No.1745.

24. "Project Steering C( mmittee" means the steering committee established pursuantto Recipient's arrit6 No. 121/CAB/PM dated September 14, 2005, whosemandate is to be e,.panded and maintained for the purposes of the Project, inaccordance with the provisions of Section I.A. I of Schedule 2 to this Agreement.

25. "Resettlement Actic n Plan" and "RAP" mean a plan disclosed in the Recipient'sterritory and at the World Bank's Infoshop on March 14, 2014, in form andsubstance satisfacto -y to the Association, prepared by the Recipient, to outlinethe mitigation meas ires for addressing any resettlement risks associated with theProject, as the said < ocument may be amended and/or supplemented from time totime with the prior written concurrence of the Association and subject to theinitial consultation and disclosure requirements carried out on the RAP.

26. "RMF" means the F ecipient's road management fund established pursuant to theRecipient's loi 96/07 du 08 avril 1996 portant protection du patrimoine routiernational and modi Ied by the Recipient's loi 2004/021 du 22 juillet 2004modifiant et compld; ant certaines dispositions de la loi 96/07.

27. "Safeguards Instrun ents" means, collectively, the ESIA including the ESMP andRAP; and "Safeguai ds Instrument" means each and means any of the SafeguardsInstruments.

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28. "Subsidiary Agreerient" means the agreement referred to in Section I.B ofSchedule 2 to this Agreement pursuant to which the Recipient shall make part ofthe proceeds of the Pinancing available to the Project Implementing Entity.

29. "Training" means :he training of staff under the Project, including throughseminars, workshos, knowledge sharing activities and study tours, and coversthe following costs tssociated with such activity: travel and subsistence costs fortraining participants, costs associated with securing the services of trainers, rentalof training facilities preparation and reproduction of training materials, and othercosts directly related to training preparation and implementation.

30. "Yaound6-Kousser Corridor" means the road network between the Recipient'scities of Yaound6 a id Kousseri.