CREDIT NUMBER 7518-KH Amendment to the Financing Agreement for Credit No. 6767-KH Financing Agreement (Additional Financing for Cambodia Road Connectivity Improvement Project) and (Amendment to the Original Financing Agreement) between KINGDOM OF CAMBODIA and INTERNATIONAL DEVELOPMENT ASSOCIATION CREDIT NUMBER 7518-KH Amendment to the Financing Agreement for Credit No. 6767-KH FINANCING AGREEMENT AGREEMENT dated as of the Signature Date between KINGDOM OF CAMBODIA (“Recipient”) and INTERNATIONAL DEVELOPMENT ASSOCIATION (“Association”) for the purpose of providing additional financing for activities related to the Original Project (as defined in the Appendix to this Agreement). WHEREAS: (A) under the Original Financing Agreement (as defined in the Appendix to this Agreement), the Association agreed to provide the Recipient with a credit in an amount equivalent to seventy-three million two hundred thousand Special Drawing Rights (SDR 73,200,000) to assist in the financing of the Original Project; (B) the Recipient has requested the Association to provide the additional assistance in support of activities related to the Original Project, by providing an additional credit in an amount equivalent to twenty-six million four hundred thousand Special Drawing Rights (SDR26,400,000); (C) the Association has agreed on the basis, inter alia, of the foregoing to extend such additional assistance to the Recipient upon the terms and conditions set forth in this Agreement; and (D) this Agreement sets out the terms and conditions related to the additional financing for the Project. NOW THEREFORE, 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. -2- ARTICLE II — FINANCING 2.01. The Association agrees to extend to the Recipient a credit, which is deemed as Concessional Financing for purposes of the General Conditions, in an amount equivalent to twenty-six million four hundred thousand Special Drawing Rights (SDR 26,400,000) (variously, “Credit” and “Financing”), to assist in financing the project described in Schedule 1 to this Agreement (“Project”). 2.02. The Recipient may withdraw the proceeds of the 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 three-fourths of one percent (3/4 of 1%) per annum on the Withdrawn Credit Balance. 2.05. The Interest Charge is one and a quarter percent (1.25%) per annum on the Withdrawn Credit Balance. 2.06. The Payment Dates are March 1 and September 1 in each year. 2.07. The principal amount of the Credit shall be repaid in accordance with the repayment schedule set forth in Schedule 3 to this Agreement. 2.08. The Payment Currency is Dollar. ARTICLE III — PROJECT 3.01. The Recipient declares its commitment to the objective of the Project. To this end, the Recipient shall, through MPWT and MRD, 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 Effectiveness Deadline is the date ninety (90) days after the Signature Date. 4.02 For purposes of Section 10.05 (b) of the General Conditions, the date on which the obligations of the Recipient under this Agreement (other than those providing for payment obligations) shall terminate is twenty years after the Signature Date. -3- ARTICLE V — REPRESENTATIVE; ADDRESSES 5.01. The Recipient’s Representative is its Minister at the time responsible for finance. 5.02. For purposes of Section 11.01 of the General Conditions: (a) the Recipient’s address is: Ministry of Economy and Finance Street 92 Sangkat Wat Phnom, Khan Daun Penh Phnom Penh Kingdom of Cambodia; and (b) the Recipient’s Electronic Address is: E-mail: gdicdm@mef.gov.kh 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. KINGDOM OF CAMBODIA By __________________________________/s1/ Authorized Representative H.E. Dr. Aun Pornmoniroth Name: ___________________________/n1/ Minister of Economy and Finance Title: ____________________________/t1/ 02-May-2024 Date: ___________________________/d1/ INTERNATIONAL DEVELOPMENT ASSOCIATION By __________________________________/s2/ Authorized Representative Maryam Salim Name: __________________________/n2/ Country Manager Title: ___________________________/t2/ 01-May-2024 Date: __________________________/d2/ -5- SCHEDULE 1 Project Description The objective of the Project is to improve climate resilient road access to economic and human development facilities in Targeted Provinces and, in case of an Eligible Crisis or emergency, respond promptly and effectively to it. The Project consists of the following parts: Part 1: National and Provincial Roads Improvement 1.1 Improvement and Maintenance of National and Provincial Roads Carrying out of improvement and maintenance of NR7, NR73, PR377 and PR377A. 1.2 Design and Supervision Services for the National and Provincial Roads Provision of technical and operational assistance for inter alia, the design and supervision, procurement, quality assurance, contract management, road safety, and other technical management of the works carried out under Part 1.1 the Project. Part 2: Rural Roads Improvement 2.1 Improvement and Maintenance of Rural Roads Carrying out of improvement and maintenance of priority rural roads. 2.2 Design and Supervision Services for Rural Roads Provision of technical and operational assistance for inter alia, the design and supervision, procurement, quality assurance, contract management, road safety, and other technical management of the works carried out under Part 2.1 the Project. Part 3: Institutional Development and Project Management 3.1 Institutional Development and Project Management Support to MPWT (a) upgrading a road crash database system; (b) supporting road safety awareness activities and road safety assessment for roads implemented by MPWT; and (c) providing technical assistance for implementation of roadside preservation activities, updating and implementing MPWT’s gender mainstreaming -6- action plan, carrying out capacity building activities related to road network and road asset management and maintenance, and providing Project management support in implementation and oversight, including, inter alia, procurement, financial management, audits, environmental and social oversight, monitoring and evaluation through provision of technical assistance, training, capacity building, and Incremental Operational Costs. 3.2 Institutional Development and Project Management Support to MRD (a) preparation of a rural roads accessibility financing strategy and support for the operationalization of the rural roads asset management system; (b) supporting road safety awareness activities and road safety assessment for roads implemented by MRD; (c) carrying out a study on transportation services in rural areas; and (d) providing technical assistance for implementation of roadside preservation activities, implementing the MRD’s gender mainstreaming action plan, carrying out capacity building activities related to road network and road asset management and maintenance, and providing Project management support in implementation and oversight, including, inter alia: procurement, financial management, audits, environmental and social oversight, monitoring, evaluation through provisions of technical assistance, training and capacity building, and Incremental Operational Costs. Part 4: Contingent Emergency Response Provision of immediate response to an Eligible Crisis or Emergency, as needed. -7- SCHEDULE 2 Project Execution Section I. Implementation Arrangements A. Institutional Arrangements 1. For the purposes of ensuring the efficient and effective carrying out the Project, the Recipient shall maintain, at all times during the implementation of the Project, Project implementation structures within MPWT and MRD with functions and resources satisfactory to the Association, and with staff in adequate numbers and with qualifications, experience, and terms of reference satisfactory to the Association. 2. Without limitation to the foregoing, the Recipient shall maintain, a Steering Committee with terms of reference and composition acceptable to the Association to be responsible, inter alia, for providing overall policy direction, strategic guidance, and general oversight of the Project. B. Project Operations Manual The Recipient shall ensure that the Project is carried out in accordance with the arrangements and procedures set out in the Project Operational Manual (provided, however, that in the case of any conflict between the arrangements and procedures set out in the said manual and the provisions of this Agreement, the provisions of this Agreement shall prevail) and, except as the Association shall otherwise agree, shall not amend, abrogate or waive any provision of the said manual. C. Annual Work Plans and Budget 1. The Recipient shall, after approval by MEF, furnish to the Association for review and approval not later than November 30 of each year during the implementation of the Project (or such later date as the Association may agree), an annual work plan and budget (“AWPB”) for the Project containing relevant Project activities and expenditures proposed to be included in the Project in the subsequent year. 2. The Recipient shall ensure that the Project is implemented in accordance with the AWPB accepted by the Association for the respective year; provided, however, that in the event of any conflict between the AWPB and the provisions of this Agreement, the provisions of this Agreement shall prevail. 3. The Recipient shall not make or allow to be made any change to the AWPB without prior no-objection in writing by the Association. -8- D. 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”), including Environmental and Social Instruments referred to therein, 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 and the Safeguards Instruments; (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 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, -9- 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 update, 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 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. 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 form and substance acceptable to the Association; -10- (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 Emergency Response Part, with adequate staff and resources satisfactory to the Association. 3. The Recipient shall ensure that no activities are undertaken under the Emergency Response Part, unless and until the following conditions have been met in respect of said activities: (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 II. Project Monitoring, Reporting and Evaluation The Recipient shall furnish to the Association each Project Report not later than one month 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) in the amount allocated and, if applicable, up to the percentage set forth against each Category of the following table: -11- Amount of the Percentage of Category Credit Allocated Expenditures to be (expressed in SDR) Financed (inclusive of Taxes) (1) Goods, works, non-consulting 14,330,000 100% services, consulting services, Training and Workshops, and Incremental Operating Costs under MPWT with respect to Parts 1.1, 1.2, and 3.1 of the Project (2) Goods, works, non-consulting 12,070,000 100% services, consulting services, Training and Workshops, and Incremental Operating Costs under MRD with respect to Parts 2.1, 2.2 and 3.2 of the Project (3) Emergency Expenditures under 0 100% Part 4 of the Project TOTAL AMOUNT 26,400,000 B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions of Part A above, no withdrawal shall be made: (a) for payments made prior to the Signature Date; or (b) for Emergency Expenditures under Category (3), unless and until the Association is satisfied that all of the following conditions have been met in respect of said expenditures: (i) (A) the Recipient has determined that an Eligible Crisis or Emergency has occurred, and has furnished to the Association a request to withdraw Financing amounts under Category (3); 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 May 31, 2029. -12- Section IV. Amendment to the Original Financing Agreement A. Project Development Objective For the purpose of this Section IV, the Association and the Recipient hereby agree that the objective of the Project included in the Project description in Schedule 1 to the Original Financing Agreement is amended to read as follows: “The objective of the Project is to improve climate resilient road access to economic and human development facilities in Targeted Provinces and, in case of an Eligible Crisis or emergency, respond promptly and effectively to it.” B. Extension of the Closing Date For the purpose of this Section IV, the Association and the Recipient hereby agree that Section III.3 of Schedule 2 of the Original Financing Agreement is amended to read as follows: “3. The Closing Date is May 31, 2029.” Except as specifically amended in this Section IV, all other provisions of the Original Financing Agreement shall remain unchanged and in full force and effect. -13- SCHEDULE 3 Repayment Schedule Principal Amount of the Credit Date Payment Due repayable (expressed as a percentage)* On each March 1 and September 1: Commencing September 1, 2029, to and including March 1, 2049 1.65% Commencing September 1, 2049, to and including March 1, 2054 3.40% * 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. -14- APPENDIX Definitions 1. “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. 2. “AWPB” means annual work plan and budget; and “AWPBs” means the plural thereof. 3. “Category” means a category set forth in the table in Section III.A of Schedule 2 to this Agreement. 4. “CERC Manual” means the manual referred to in Section I.E of Schedule 2 to this Agreement, as such manual may be updated from time to time with the agreement of the Association, and which is an integral part of the Operational Manual. 5. “Contingent Emergency Response Part” means any activity or activities to be carried out under Part 4 of the Project to respond to an Eligible Crisis or Emergency. 6. “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. 7. “Emergency Action Plan” means the plan referred to in Section I.E 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. 8. “Emergency Expenditures” means any of the eligible expenditures set forth in the CERC Manual referred to in Section I.E of Schedule 2 to this Agreement and required for the Contingent Emergency Response Part. 9. “Environmental and Social Commitment Plan” or “ESCP” means the environmental and social commitment plan for the Project, dated February 7, 2024, 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. -15- 10. “Environmental and Social Standards” or “ESSs” means, collectively: (i) “Environmental and Social Standard 1: 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) “Environmental and Social Standard 7: Indigenous Peoples/Sub-Saharan African 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. 11. “General Conditions” means the “International Development Association General Conditions for IDA Financing, Investment Project Financing”, dated December 14, 2018 (last revised on July 15, 2023). 12. “Incremental Operating Costs” means the reasonable costs of goods and non- consulting services required for the day-to-day coordination, administration and supervision of Project activities, including leasing and/or routine repair and maintenance of vehicles, equipment, facilities and office premises, fuel, office supplies, utilities, consumables, communication expenses (including postage, telephone and internet costs), website maintenance, translation, printing and photocopying expenses, bank charges, publications and advertising expenses, insurance, Project-related meeting expenses, Project-related travel, subsistence and lodging expenses, and other administrative costs and costs of contractual staff directly related to the Project, but excluding salaries, bonuses, fees and honoraria or equivalent payments of members of the Recipient’s civil service. 13. “MPWT” means the Recipient’s Ministry of Public Works and Transport, or any successor thereto. 14. “MRD” means the Recipient’s Ministry of Rural Development, or any successor thereto. 15. “NR7” means a section of the National Road 7 of the Recipient. 16. “NR73” means a section of the National Road 73 of the Recipient. 17. “Original Financing Agreement” means the agreement dated August 5, 2020, between the Recipient and the Association, pursuant to which the Association -16- extended Credit No. 6767-KH to the Recipient for the financing of the Original Project, as it may be amended from time to time. 18. “Original Project” means the Project described in Schedule 1 to the Original Financing Agreement. 19. “PR377” means a section of the Provincial Road 377 of the Recipient. 20. “Procurement Regulations” means, for purposes of paragraph 85 of the Appendix to the General Conditions, the “World Bank Procurement Regulations for IPF Borrowers”, dated September 2023. 21. “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. 22. “Target Provinces” means, unless otherwise agreed with the Association in writing, collectively, the provinces of Kratie, Kampong Cham, and Tboung Khmum in the Recipient’s territory, or any successor(s) thereto and any additional Provinces as the Association may agree to be included in the POM; and “Target Province” means, individually, any one of them. 23. “Training and Workshops” means the reasonable costs of training and workshops conducted under the Project, including purchase and publication of materials, rental of facilities, course fees, and travel, accommodation and subsistence of trainees, trainers, and facilitators, and other costs directly related to the training course and workshop preparation and implementation.