CREDIT NUMBER 7211-TZ Financing Agreement (Additional Financing for the Rural Electrification Expansion Program) and Amendment to the Originail Financing Agreement between THE UNITED REPUBLIC OF TANZANIA and INTERNATIONAJ DEVELOPMENT ASSOCIATION CREDIT NUMBER 721 1-TZ FINANCING AGREEMENT AGREEMENT dated as of the Sigiiature Date between UNITED RIPU(.JBIIC OF TANZANIA ("Recipient") and [NTERNATIONA, lF)VIIOPMENT ASSOCIATION ("Association") for the purpose ol, (i) providing additional financing for the Original Program, and (ii) amending the Original Financing Agreement, pursuant to Section IV of Schedule 2 to this Agreement, The Recipient and the Association hereby agree as follows: ARTICLI, 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 credit, which is deemed as Concessional Financing for purposes of the General Conditions, in an amount equivalent to two hundred and fifty-three million one hundred thousand Special Drawing Rights (SDR 253,100.000) (variously, "Credit" and "Financing"), to assist in financing the program described in Schedule I to this Agreement ("Program"), 2,02. The Recipient may withdraw the proceeds of the Financing in accordance with Section IV of Schedule 2 to this Agreement. All withdrawals from the Financing Account shall be deposited by the Association into an account specified by the Recipient and acceptable to the Association. 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 Payment Dates are March 15 and September 15 in each year. 2.05. The principal amount of the Credit shall be repaid in accordance with the repayment schedule set forth in Schedule 3 to this Agreement. 2.06. The Payment Currency is Dollar. -2- ARTICLE Ill - PROGRAM 3.01. The Recipient declares its commitment to the objectives of the Program. To this end, the Recipient shall carry out Part C(d) of the Program through its Ministry of Energy, and caUse Part A. Part B. and Part C. except Part C(d), of the Program, by the Program Implementing Entity, in accordance with the provisions of Article V of the General Conditions. Schedule 2 to this Agreement and the Program Agreement. ARTICLE IV - REM E)IS OF TIlE ASSOCIATION 1.0 1. The Additional Events of Suspension consist of the following: (a) the Program Implementing Entity's Legislation has been amended, suspended, abrogated. repealed or waived so as to affect materially and adversely the ability of the Program implementing kntity to perform any of its obligations under the Program Agreement (b) the Program has been modified or suspended so as to affect materially and adversely the ability of the Recipient or the Program implementing Entity to achieve the objectives of the Program: (c) a situation has arisen which shall make it improbable that the Program. or a significant part of it, will be carried out; and (d) the ESMAP Grant Agreement has not become effective within three (3) months after the Effective Dale. 41.02. The Additional Event of Acceleration consists of the following, namely. that the event specified in paragraph (a) of Section 4.01 of this Agreement occurs. ARTICLE V -EFFECTIVENESS; TERMINATION 5.01. The Additional Conditions of Effectiveness consist of the following: (a) the Subsidiary Agreement has been amended on behalf of the Recipient and the Program Implementing Fnity pursuant to the terms of this Agreement; and (b) the Program iIplementing Entity has adopted an updated Program Operations Manual in a manner acceptable to the Association. 5.02. The Additional Legal Matter consists of the following, namely. that the amendment to the Subsidiary Agreement has been duly authorized or ratified by the Recipient and the Program Implementing Entity and is legally binding upon the Recipient and the Program Implementing Entity in accordance witi its terms, -4- AGREED as of the Signature Date. TIHE UNITED REPUBLIC OF TANZANIA By Autlorized Representiative Namne:|- /).7técfl/ucCC iåb4Án /Yq& Date: I d'4cr ).o- INTERNATIONAL DEVELOPMENT ASSOCIATION By: Authorized Represqentative, Narne: NÅ - C8 ____ti` Tide: ( ( Date: v c_kfl c_, l- -3- 5.03. The Effectiveness Deadline is the date ninety (90) days after the Signature Date, 5,04. For purposes of Section 10.05(b) of the General Conditions, the date on which the obligations of the Recipient under this Agreement (other than those providing for payment obligations) shall terminate is twenty (20) years after the Signature Date. ARTICLE VI- REPRESENTATIVE; ADDRESSES 6.01 . hi Recipient's Representative is its minister responsible for finance and planning. 6.02. The Recipient's Address is: Ministry of Finance and Planning Government City - Mtumba Treasury Avenue P. 0. Box 2802 40468, Dadoma Tanzania Facsimile: (255) 262 96 3109 6.03. For purposes of Section 11.01 of the General Conditions: (a) The Association's address is: International Development Association 1818 11 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 -5- SCHEDULE 1 Program Description The objectives of the Program are; (i) to icrease access to electricity in rural areas; and (ii) to scale-tp tIe supply of renewable energy in rLIra arcas while strengthening sector institutional capacity. The Program consists of the following activities A. Expanding Rural Access to Electricity Expanding access to electricity for rural customers, including: (a) designing and constructing medium voltage (33kV and 11kV) lines and low voltage lines; (b) installing medium voltage/low voltage distribution transformers; and (c) procuring malerials for connection and metering of new customers in rural areas. B. Increasing Supply of Renewable Electricity in Rural Areas 1. Providing Sub-loans to eligible Investment Enterprises, through Participating Financial Institutions ("PFIs"), to refinance Small Power Projects. 2. Esablishing and operating a Short-term Loan Window to provide Renewable Energy Sub-loans to eligible Renewable Fnergy Companies to increase access to renewable energy in the Recipient's i-Lli aroas. 3. Implementation of the renewable energy strategy and roadmap developed under Part C.(e) below, including support to prepare bankable renewable energy projects. 4. Design. preparation and implementation of a results-based inancing (RHBF) program to sUpport the provision of quality verified solar home systems and clean cooking solutions to rural households in off-grid areas, by approved distributors, through a solar home systems fund facility and a clean cooking solutions fund facility. C. Strengthening Capacity of Sector to Deliver National Rural Electrification Program Strengthening the capacity of relevant government institutions to implement the National Rural Electrification Program. including (a) improving the planning, accounting, and procurement capacity of REA and TANESCO to maximize grid extension investments; (b) enhancing coordiiiation and collaboration between REA and TANESCO; (c) strengtliening the planning and implementation capacity of RlA and Ministry of Energy; (d) sLpportilng the implementation of the National Energy Policy of 2015 in delivering modern energy to rural areas, (e) design and -6- preparation of a renewable energy strategy and roadmap, (1) supporting a renewable energy project preparation support facility for the provision of Consilting Grants; and (i) designing and impleinentinog an energy sector monitoring and evaluation framework. -7- SCHEDULE 2 Program Execution Section . Implementation Arrangements A. Program Fiduciary, Environmental and Social Systems I Without liimitation upon the provisions of Article IV of die General Conditions, the Rucipicint shall carry out thu Program, or cause the Program to be carried out, in accordance with financial management, proctuement and environmental and social management systems acceptable to the Association ("Program Fidticiary, Environmental and Social Systems") which are designed to ensure that: (a) the Credit proceeds are used for their intended purposes, with due attention to the principles of economy, efficiency, effectiveness, transparency, and accountability; and (b) the actual and potential adverse environmental and social impacts of the Program are identified, avoided, minimized, or mitigated, as the case may be, all through an informed decision-making process. B. Anti-Corruption WithotIt limitation upon the provisions of Part A ofthis Section, the Recipient shall carry out the Program, or cause the Program to be carricd out, in accordance with the provisions of the Anti-Corruption GIideliles. C. Other Program Institutional and implementation Arrangements I. Program Institutions Without limitation tipon the generality of Part A of this Section 1, the Recipient shall ensure, at all times during the execution of the Program, the carrying out by tlei following institutions of responsibilities for Program implementation described herein below: (a) the Ministry of knergy shall be responsible for the overall coordination and oversight of Program implementation and for implementing its Respective Parts of the Program; (b) Program Steering Committee: (i) the Recipient shall maintain, throtIghotIt the implementation of the Program, a steering committee ("Program Steering Committee"), with a composition, mandate, and resources acceptable to the -8" Association. and which shall be chaired by the Permanent Secretary of the Ministry of Energy; and (ii) without liMitation to suib-paragraph (a) immediately above. the Program Steering Committee shall be responsible for; (A) providing strategic guidance and oversight to ensure prompt and efficient implementation of the Program; and (B) ensuring overall coordination of Program implementation, all in accordance with the provisions of the Program Operations Manual. (C) Without limitation to sub-paragraphs (a) and (b) immediately above, the implementation by the Program Implementing Entity and the Ministry of Energy of their Respective Parts of the Program shall include the day-to- day administration of planning, coordination. the technical. fiduciary (Le. procLIrement and financial management), environmental and social safeguards compliance, monitoriig. evaluation, reporting and Comnrililciation of activities Linder their Respective Parts of the Program, all in accordance with the provisions of this Agreement. the Program Agreement and the Program Operations Manual. 2. Subsidiary Agreement (a) To facilitate the carrying out of the Program Implementing Entity's Respective Parts of the Program, the Recipient shall make part of the proceeds of the Credit available to the Program Implementing Entity on grant terms pLIrmiant to an amendment to the subsidiary agreement between the Recipient and the Program Implementing Entity (as amended, the "Subsidiary Agreement"). under termis and conditions approved by the Association, which shall include the following: (i) the Recipient's obligation to provide to the Program Implemenling Entity part of the proceeds of the Credit allocated in the table set forth in paragraph 2 of Section IV.A of Schedule 2 to this Agreement; (ii) the Program Implementing Entity's obligation to carry out its Respective Parts of tihe Program with due diligence and efficiency, in conformity with appropriate adninistrative, financial, technical, environmental 'and social practices, under the supervision of qualUified and experienced management assisted by comptcnt staff in adequate numbers, and in accordance with the provisions of this Agreement, the Program Agreement, and the Program Operations Manual; -9- (iii) the Program Implementing Entity's obligation to procure goods, works and services required for carrying out its Respective Parts of the Program and to be financed out of the proceeds of the Credit. in accordance with the provisions of'Section II of Scliedule 2 to this Agreement, as said provisions may be further elaborated in the Program Operations Manual; (iv) the Program Implementing Entity's obligation to implement its Respective Parts of the Program in accordance with the Anti- Corruption Guidelines; (v) the Program Implementing Entity's obligation to: (A) maintain a financial rnanagement system For implementing its Respective Parts of the Program; (H) prepare financial statements in accordance with consistently applied accounting standards acceptable to the Association, adequate to reflect its operations and financial condition; and (C) register separately the operations, resources and expenditures related to its Respective Pails of the Program; (vi) the Progran Impluriunenting nl%nity's obligation to promptly inform the Recipient and the Association of any condition which interferes or threatens to interfere with the progress of its Respective Parts of the Program and the performance of its obligations under the SUbsidiary Agreemeiit; and (vii) the Program Implementing Entity's obligation to neither take nor concur in any aCtion which would have the effect of amending. abrogating, assigning or waiving the Subsidiary Agreement. (b) the Subsidiary Agreement shall include a provision stipulating that in the case of conflict between the Subsidiary Agreement on the one hand, and this Agreement and the Program Agreement on the other, the provisions of this Agreement and the Program Agreement shall apply; and (c) the Recipient shall exercise its rights under the Subsidiary Agreement in such manner as to protect the interests ofhlw Recipient and the Association and to accomplish the purposes of the Credit. Except as the Association shall otherwise agree, the Recipient shall not assign, amend, abrogate or waive the Subsidiary Agreement or any of its provisions. 3. Program Operations Manual (a) Without limitation on the generality of Part A of this Section 1, the Recipient shall ensure that the Program Implementing Entity prepares and -l0- adopts an operations menual ("Program Operations Manual"), in form and substance satisfactory to the Association, containing detailed inlstliutional. administrative, financial, enviironmenal and social, technical and operational guidelines and procedures for the implementation of the Program. incIuding: (i) description of lle activities to be financed under the Program and the associated DLls/DLRs; (ii) performance assessment guidelines containing detailed protocols, guidelines. procedures and other arrangeimnts for the carrying out of Annual Performance Assessments., including, in/er alia. a methodology for determining the achievement of DLRs for ealh Fiscal Year; (iii) Eligibility Criteria for Investment Enterprises. Small Power Projects and PFIs, terms and conditions of Sub-financing Agrecincts,. and guidelines for approval and administration of Sub-loans; and (iv) Eligibility Criteria for Renewable Energy Sub-loans and Renewable Energy Companies, and administration of the Renewable Energy Sub-loans; (v) guidlines and procedures to establish and manage the solar home systems fund facil ity and Ilie clean cooking solutions fund facility under Part 13.4 of the Prograni; and (vi) the PPSF Operating Guidelines, (b) the Recipient shall thereafter ensure that the Program is carriled out in accordance with the Program Operations Manual; and (c) the Recipient shall, and shall cause the Program Implementing Entity to, not aniend, abrogate or suspend, or permit to be amended, abrogated or suspended, any provision of 1he Program Operations Manual, without the prior written consent of the Association. Notwithstaiding the foregoing, if any provision of said Program Operations Manual is inconsistent with the provisions of this Agreement and the Program Agreement, the provisions of this Agreement and the Program Agreement shall prevail, 4. Program Administrative Agreement (a) lo facilitate Ilie Carrying out of Part B of the Program, the Recipient shall ensure that the administrative agreement entered into between the Program impleinenting hnlity and the Fund Administrator ('Trogram -11- Administrative Agreernent"). under terms and conditions approved by the Association, which shal be updated to relcct the activitiCs Linder Part B of the Program as sct rtihi in Schedule 1 Lo this Agreement, and include, inler cia;: (i) that the Program Implementing Entity shall provide the Fund Administrator with the funds allocated under the Program for the purpose of carrying out Part B of the Program; (ii) the requirement that the Fund Adiinistrator perfforms its functions to assist Ilie Program liImplementing t'ntity in carrying out Part 1 of the Program with duc diligence and eficiency, in conformity with appropriate administrative and financial management practices, and in accordance with the Program Operations Manual; (iii) the criteria under which Renewable Energy Sub-loans shall be provided to eligible Renewable Energy Companies: (iv) lte requirement that the Fund Administrator provides, or causes to be provided, pronptly as needed, the facilities, services and other resources required to perform its funCtions under Part B of the Program, which shall include, inter alia, the following: (A) hiaising with PFIs, incIuding review of completeness of PFI upplications in accordance with the Program Operations Manual and Eligibilily Criteria, and entering into PFl Agreemenits withi PFIs; (B) managing credit line funds under Part B. 1 of the Program, 1icludiing requesting disbursements from the Program Implementing Entity, and disbursing funds to PFis; (C) collecting loan repayments from PFIs and periodically calculating and announcing on-lending terms, according to tie methodology established in the Program Operations Manual; (3) the provision of Renewable Energy Sub-loans to eligible Reiewable Knergy Companies; and (E) financial reporting to the Program Implementing Entity. (b) The Recipient shall ensure that the Program Implementing Entity exercises its rights under the Program Administrative Agreement in such manner as to protect the interests of the Recipient and the Association and -12- to accomplish the purposes of the Credit. Except as the Association shall otherwise agree, the Recipient shall ensure that the Program Administrative Agreement or any of its provisions is not assigned- amended, abrogated or waived. 5. PVI Agreements for Re-Financing Small Power Projects under Part B.1 of the Program (a) To facilitate the carrying out of Part B.1 of the Program. the Recipient shall ensure thaI the Program Implementing Entity ensures that part of the proceeds of the Credit are made available to PFIs, through one or more agreements ("PFI Agreements") between PPis and the Fund Administrator, under terms and conditions approved by the Association. which shall include, inter alia. the following: (i) PFIs shall use the proceeds of PFI Agreements to provide Sub- loans to investmeit Fnterprises to refinance Small Power Projects. To Ilis end. PFIs shall appraise, approve and monitor Small Power Projects- and administer the Sub-loans in accordance with the provisions and procedures set forth or referred to in this paragraph 5 and in more detail in the Program Operations Manual; and (ii) no proposed Small Power Project shall be eligible for refinancing Under a Sub-loan unless the PFI has determined. On the basis of an appraisal conducted in accordance with this sub-pariagraph and the Program Operations Manual, that the proposed Small Power Project satisfies the Eligibility Criteria specified below and set forth or referred to in more detail in the Program Operations Manual, which shall include the following: (A) the proposed Small Power Project activities shall fall within the scope of Part B.1 of the Program, and shall exclude any activities and expenditures specified as ineligible in the Program Operations Maiiual, (B) the proposed Small Power Project shall be initiated by an Investment Enterprise which has been registered as a legal entity and has the capacity to enter into a binding contract under the laws of the Recipient, and which has met 1he other Eligibility Criteria specified or referred to in the Program Operations MainUal, and (C) the Investment Enterprise has adequate technical, financial management and procurement capacity to -13- implement the proposed Small Power Project in compliance with the guidelines set forth in the Program Operations Manual and the Anti-Corruption Guidelines. (b) The Recipient shall ensure that Sub-loans are provided pursuani to agreements between PFIs and Investment Enterprises ("Sub-financing Agreemenits"), under tenns and conditions acceptable to the Association, ilnclLding the following (i) Sub-loans shall he: (A) denominated and repayable in either Tanzanian Shillings (TZS) or Dollars ($). (B) charged interest on the principal alonL11 withdrawn and outstanding from time to time: and (C) repayable over a period not exceeding fifteen (15) years fron the date of the Sub-Financing Agreement. (ii) Each PFI shall obtain rights adequate to protect the interests of the Recipient and the Association, including the right to: (A) suspend or terminate the right of the Investment Enterprise to use the proceeds ol' the Sub-loon. or obtain a re find of all or any par[ of the amount of the Sub-loan then withdrawn, upon the Investment Enterprise's failure to perform any of its obligations under the Sub-financing Agreement; and (B) require each Investment Enterprise to: (1) carry out its Small Power Project with due diligence and eFficiency and in accordance with Sound technical, econoimic, financial, managerial, environmental and social standards and practices satisfactory to the Recipient and the Association- including in accordance with the provisions of: (1) the Anti-Corruption Guidelines; and (1l) the Program Operations Manual; (2) provide, promptly as needed. the resources required for the Small Power Project; -14- (3) procure the goods, works and services to be financed Out of the Sub-loan in accordance with the provisions of this Agreement: (4) maintain policies and procedures adequate to enable it to monitor and evaluate. in accordance with indicators acceptable to the Recipient and the Association, the progress of the Sub-loan and the achievement of its objectives: (5) (1) maintain a financial management system and prepare financial statements in accordance with consistently applied accounting standards acceptable to the Recipient and the Association, both in a manner adequate to relLet the operations, resources and expenditLures related to the Small Power Project, and (I) at the Recipient's or the Association's request, have such financial statements audited by independent auditors acceptable to the Association. in accordance with consistently applied auditing standards acceptable to the Association, and promptly furnish the statements as so audited to the Recipient and the Association; (6) enable the Recipient and the Association to inspect the Small Power Project, its operation and any relevant records and documents; and (7) prepare and Furnish to the Recipient and the Associalion all slc information as the Recipient or the Association shall reasonably request relating to the foregoing. (c) The Recipient shall ensure, or cause to be ensured, that each PFI exercises its rights Under its Sub-financing Agreement in such manner as to protec the interests of the Recipient and the Association and to accomplish the purposes of the Credit. Except as the Recipient and the Association shall otherwise agree, the Recipient shll ensure that any Sub-financing Agreement or any of its provisions is not assigned, amended, abrogated or waived without the prior approval of the Recipient and the Association. -15- 6, Short-term Loan Window tinder Part B.2 of the Program The Recipient shall cause the Program IIpleIenting Entity to ensure that the Fund Admiiinistrator operates the Short-terirm Loan Window under Part B.2 of the Program in accordance with this Agreement, the Program Agreement and the Program Operations Manual. 7. RBF Program Fund Facilities under Part BA.- of the Program The Recipient shall cause the Program Implementing Entity to establish and manage the solar home systems lind facility and the clean cooking solutions fund Facility under Part 8,4 of the Program in accordance with this Agreement, the Program Agreement and the Program Operations Manuial. 8. Consulting Grants under Part C(f) of the Program (a) The Recipient shall cause the Program Implementing Entity to make Consulting Grants to Beneficiaries in accordance with Eligibility Criteria and procedures acceptable to the Association, and lu(rther set out in the PPSF Operating Guidelines. (b) The Recipient shall cause the Program Implementing Entity to make each Consulting Grant under a Consulting Grant Agreement with the respective Heneficiary on terms and conditions approved by the Association. which shall include the following: (i) The Consulting Grant shall be denominated in Dollars or TZS, (ii) The Recipient shall cause the PrograTl Implementing Entity to obtain rights adequate to protect its interests and those of the Recipient and the Association, including the right to: (A) suspend or terminate the right of the Beneficiary to use the proceeds of the Consulting Grant, or obtain a refund of all or any part of the amount of the Consulting Grant then withdrawn, upon the Beneficiary's failure to perform any of its obligations under the Consulting Grant Agreement; and (13) require each Reneficiary to: (1) carry out the purpose of the Consulting Grant with due diligence and erficiency and in accordance with sound technical, economic, financial, managerial, environmental and social standards and practices satisfactory to the Association, including in accordance with the provisions of the Anti-Corruption Guidelines applicable to recipients of loan proceeds other than the Recipient; (2) provide, promptly as needed. the resources required for the purpose: (3) procure the services to be financed out of the Consulting Grant in accordance with die provisions of this -16- Agreement; (4) maintain policies and procedures adequate to enable it to monitor and evaluate in accordance with indicators acceptable to the Association, the progress on the achievement of the purpose of the Consulting Grant and the achievement of its objectives; (5) (1) maintain a linancial management system and prepare Financial statements in accordance with consistently applied accounting standards acceptable to the Association, both in a manner adequate to retlect the operations, resources and expenditures related to the Consulting Grant; and (ll) at the Association's or the Recipient's request. have such financial statements audited by independent auditors acceptable to the Association, in accordance with consistently applied auditing sandards acceptable to the Association, and promptly furnish tie statements as so audited to the Recipient and the Association: (6) enable the Recipient and the Association to inspect the Beneficiary's project, its operation and any relevant records and documents; and (7) prepare and furnish to the Recipient and the Association all such information as the Recipient or the Association shall reasonably request relating to the foregoing, (c) The Recipient shall cause the Program mplemeining T ijnLIy to exercise its rights under each Consulting Grant Agreement in such manner as to protect the interests ofthe Recipicnt and the Association and to accomplish the purposes of the Credit. Except as the Association shall otherwise agree, the Recipient shall not assign, amend. abrogate or waive any Consulting Grant Agreement or any of its provisions. 9. Additional Program Implementation Arrangements Without limitation upon the generality of Part A of this Section 1, the Recipient shall carry out the Program Action Plan, or cause the Program Action Plan to be carried out, in accordance with the schedule set out in the said Program Action Plan in a manner satisfactory to the Association. Section I. Excluded Activities 1 The Recipient shall ensure that the Program excludes any activities which; (a) in the opinion of the Association, are likely to have signilicant adverse impacts that are sensitive, diverse, or unprecedented on the environment and/or affected people; or (b) involve the procurement of: (i) works, estimated to cost seventy-five million Dollars ($75,000,000) equivalent or more per contract; (ii) goods, estimated to cost fifty million Dollars ($50,000,000) equivalent or more -17- per contract, (iii) on-consTilting services, estimated to cost fflRy million Dollars ($50,000,000) equivalent or more per contract, or (iv) consUlting services, estimated to cost twenty million Dollars ($20,000,000) eqUivalent or more per contract. Section III. Program Monitoring, Reporting and Evaluation A. Program Reports The Recipient shall furnish to the Association each Program Report nol later than sixty (60) days after the end of each Fiscal Year, covering the Fiscal Year. B. Annual Performance Assessment 1. The Recipient shall ensure that the independent Verification Agent engaged by the Program Implementing Entity, under terms of reference acceptable to the Association. is maintained throughout Program implementation, to prepare and provide verification reports certifying the achievement of DLRs for the Program. 2. Without liimitation upon the provisions of Parl A of this Section III, the Recipient shall ensure that, in each Fiscal Year during the implementation of the Program: (a) the Independent Verification Agent carries oLit, in accordance with the Program Operations ManUal and the Verification Protocol, a performance assessment ('Annual Performance Assessment") covering the previous Fiscal Year to determine: (i) whether the relevant DLRs for said Fiscal Year have been met or the extent that DLRs have been met; and (ii) the disbursmeint amounit for said Fiscal Year based on the calculaLion forunla as stipulated in the table in paragraph 2 or Section IV.A of Schedule 2 to this Agreement; and (b) said Annual Performance Assessment is furnished. not later than six (6) months after the end of said Fiscal Year, to the Association for its review and approval. Section V. Withdrawal of the Proceeds of the Financinu A. General 1. Without limitation upon the provisions of Article II ofthe General Conditions and in accordance with the Disbursement and Pinancial Information Letter, the Recipient may withdraw the proceeds of the Financing to finance Program Expenditures (inclusive of Taxes), on the basis of the results ("Disbursement Linked Results" or "DLRs") achieved by the Recipient or the Program Implementing Entity, as measured against specific indicators ("Disbursement -18- Linked Indicators" or "DLls"); all as sot forth in the table in paragraph 2 of this Part A. 2. The following table specifles eacl category of withdrawal of the proceeds of the Financing (iilcluding the Disbursement Linked Indicators as applicable) ("Category"), the Disbursement Linked Results for each Category (as applicablet and the allocation of the amounts of the Financing to each Category: C.egory Amount of the (including Disbursement Linked Disbursement Financing Disbursement Result Calculation Allocated Linked Indicator (as applicable) Formula (expressed in as applicable) SDR) (1) DLI #1: 241,766.385 Cmlative I1.R 01: F For connections Cumulative From the fro 5-10t IUmber of grid lfrom 85.001 to electicity1,55,0 connections Proceeds of the 1550( electricity ID rgnl 1,585,000 connecions.IDA Original connections. Fnnig including those und1(er m-ini- 1gr1dr ma- (i) The Recipient unider th will receive Programhe SDR 352.77 per coiineclioin ror the first 70,000 connectios; (ii) the Recipient will receive SDR 190.28 per connection after the first 70,000 connections until 585,000 connections: From the Proceeds of the IDA Additional Financing -19- Category Amount of the (including )isbursement I-Anked Disbursement Financing Disbursement Result Calculation Allocated Linked Indicator (as applicable) Formula (expressed in as applicable) S)K) 1i!) The Recipient will receive SDR 241.76 per connection after the first 585.000 Connections iV) there must be a minimum of 35,000 connections before any disbuirsemrent is made Under Category (1) (2) DLI #2 DLR 2: 220,000 The Recipieit 3,023,000 Cumulaive will receive. number of off- (i) for each off- grid electricity grid electricity systems and/or system: SDR efficient 75.55 from the cookstoves Proceeds Of the received by IDA Additional eligiblean iibthlS Financing, and households$0frmtl undertile I-3P550 from the unkr theRRProceeds of the ESMAP Grant. tip to 20.000 off-grid electricity systems, (ii) for each cookstove: SDR 7.56 from the Proceeds of the IDA Additional Financing, and -20- Category Amount of the (including Disbursement Linked Disbursement Financing Disbursement Result Calculation Allocated Linked Indicator (as applicable) Formula (expressed in as applicable) SD ) $25 from the Proceeds of the ESMAP Grant. up to 200,000 cookstoves. (Baseline is zero for both off-grid electricity systems and cookstoves) There must be a minimum of 20,000 off-grid electricity systems and/or eookstoves received by eligible households under the RBF Program before any disbursement is made under Category (2). (3) DLI 3: DLR 3 Up to six The Recipient 4,533.100 implementation preparatory studies will receive SDR of the completed pursuant 755,515 from the renewable to the renewable Proceeds of the energy strategy ene-gy strategy IDA Additional completed roadiap Financing per stUdy, up to six studies. (Baseline is zero) (4) 111 114: Annual r 3,022,000 capacity DLR #4,1:0 building and -21- Category Amount of the (including Disbursement Linked Disbursement Financing Disbursement Result Calculation Allocated Linked Indicator (as applicable) Formula (expressed in as applicable) SDR) project DLR #4.1: Annual preparation Capacity Building Plan activities for FY 2016/17 completed submitted not later than three (3) months after Effective Date or Original Fiinaicinig Agreement 1 R H4.2: 0 DLR #4.2: Annual Capacity Building Plan for FY 2017/18 submitted by July 31, 2017 DLR #4.3: 0 DLR #4.3: Plan to strengthen the capacity o[ the department For planning and preparation of RI A approved by the Rural l+nergy Hoard DLR #4.4: DLR #4.4: (i) Draft (i) 0: and Rural Electrification Master Plan is submitted to the Ministry of Energy; and (ii) Draft Rural Electrification Master Plan is approved by the Ministry of Energy DLR #4.5: Targeted DLR #4.5. 0 Communities Program -22- Category Amount of the (including Disbursement Linked Disbursement Financing Disbursement Result Calculation Allocated Linked Indicator (as applicable) Formula (expressed in as applicable) SDR) approved by the Rural Energy Board DI.,R /4.6. 0 DI.R #4.6. (i) Annual Capacity Building Plan for FY 2018/19 approved and submitted by REA to the Association DLR #4.7: DLR. 04.7; 0 DLR #4.7: Feasibility SDR 207,000 for studies for grid each region connections f[01 all covered by a twenty-four (24) feasibility study regions in the Recipient's territory completed DLR fl4,8; 0 DLR #4.8: Annual Capacity Building Plan for FY 2019/20 approved and submitted by RPA to Lhe Association DLR #4.9: 0 DLR #4.9: DLR #4.9: Four (4) SDR 618,000 for consulting services, each consulting under terms of Services reference acceptable to completed the Association. completed to support TANESCO's new power generation projects for rural electrification -23- Category Amount of the (including Disbursement Linked Disbursement Financing Disbursement Result Calculation Allocated Linked Indicator (as applicable) Formula (expressed in as applicable) DLR #4.10: Annual DLR #4.10: 0 Capacity Building Plan for FY 2020/21 approved and submilied by RrA to the Association DLR #4.11: 0 DLR #4.11: Annual Capacity Building Plan for FY 2021/22 approved and submitted by iuly 31, 2021 by REA to the Association DLR #4.12. 0 DLR #4.12 Capacity development program for renewable energy approved and SUblittCd by REA to the Association (Baseline: zero) DLR f4.13: 4.13: The 1.51.,000 DLR #4.13: Recipient will Preparatory studies for receive S 250.000 at least sixteen (16) from the Proceeds renewable energy of the SCF Grant projects completed by for the R EA preparatory studies for the first eight renewable energy projects satisfactorily completed, and -21- Category Amount of the (including Disbursement Linked Disbursement Financing Disbursement ResulL Calculation Allocated Linked Indieator (as applicable) Formula (expressed in as applicable) SDR) SDR 188,879 frOITi the Proceeds of the IDA Additional Financing for the preparatory studies for each of the remaining 8 renewable energy projects satisfactorily completed 4.14 The DLR #4.14 DLR #4.14 Three (3) Recipient will I.511,000 Annual Capacity receive SDR Building Plans 503,676 from the approved and submitted Proceeds of the by REA IDA Additional Financing for each Annual Capacity Building Plan approved and submitted by REA (5) DL 15: 755515 Implementation DLR #5.1: Study under DLR )5,1; 0 of the National Pol NEP for unlocking Energy Po electricity connection of 2015 . ('-I El") to challenges in rural (n-NcE) toc areas completed enlhanceQ access to modern energy services in the -25- Category Amount of the (including Dishursement Linked Disbursement Financing Disbursement Result Calculation Allocated Linked Indicator (as applicable) Formula (expressed in as applicable) SDR) Recipient's DLR 15.2: Strategy DLR 1/5.2: 0 rural areas under NlP fur enhancing access to modern energy services approved by the Minister of Energy DLR #5.3. Renewable DLR #5.3; 0 energy strategy and implementation plan approved by the Minister of Energy DI..,R 5,4: energy sector monitoring and DLR #5.4: evaluation framework 755,515 (i) designed and (ii) implemented. (6) DLI #6: DI..R /6: Upon 0 Cumulative $16,500,000 eqUiValent achievement ol a value ($) of m0n nimum of eligible SPIP $500,000 eligible Loans for Small SPP Loan for Power Projects Small Power and Renewable Projects and/or Energy Sub- Renewable loans reaching Energy Sub-loans Financial Close reaching Financial Close in the respective Fiscal Year (except for the final year of Program implementation). the Recipient will r (eeive i) $ 0.54 -26- Category Amount of the (including Disbursement Linked Disbursement Financing Disbursement Result Ca lcu la tion Allocated Linked Indicator (as applicable) Formula (expressed in as applicable) SDR) eqLLivalent from the Proceeds of the IDA Original Financing (Lip to SDR 6,354,000), and (ii) $ 0.36 from the Proceeds from the SCF Grant (Lip to $ 6,000,000), per $1 equivalent of cumulative sub- loan value reaching financial cLore. TOTAL AMOUNT 2.53, 100,000 B. Withdrawal Conditions; Withdrawal Period 1. Notwithstanding the provisions ol Part A of this Section, no withdrawal shall be made: (a) on the basis of DLRs achieved prior 1o the Signature Date; (b) for 131. #2 Lunitil the Recipient has caused the Program Implementing Entity to prepare, adopt. guidelines and procedures to establish and manage the solar home systems fund facility and the clean cooking solutions fund facility under Part B.4 of the Program satisfactory to the Association and thereafter incorporated said guidelines and procedures into the Program Operations Manual; and (c) for any DLR until and unless the Recipient has furnished evidence satisfactory to the Association that said DLR has been achieved. 2. Notwithstanding the provisions of Parl S.1(b) of this Section the Recipient may withdraw an amount not to exceed SDR 63. 275,000 as an advance; provided, -27- however, that if the DIRs in the opinion ol'the Association. are not achieved (or are only partially achieved) by the Closing Date, the Recipient shall refund such advance (or portion of such advance as determined by the Association in accordance with the provisions of paragraph (3) of this Part [3) to the Association promptly upon notice thereof by the Association. Except as otherwise agreed with the Recipient, the Association shall cancel the amount so refunded. Any further withdrawals requested as an advance under any Category shall be permitted only on such terms and conditions as thu Association shall speciiy by notice to the Recipient. 3. Notwithstanding the provisions of Part B.1(b) of this Section, if any of the DLR has not been achieved by the date by which the said DIR is set to be achieved (or such later date as the Association has established by notice to the Recipient), the Association may. by notice to the Recipient: (a) authorize the withdrawal of such lesser amount of the unwithdrawn proceeds of the Financing then allocated to said Category which, in the opinion of the Association. corresponds to the extent of achievement of said DLR, said lesser amount to be calculated in accordance with the formula set out in the table in Part A above; (b) reallocalu all or a portion of thu proceeds of the Financing then allocated to said DLR to any other DLR; and/or (c) cancel all or a portion of the proceeds of the Financing then allocated to said D.R, 4. The Closing Dalt is June 15, 2026, Section V. Other Undertakinas A. Tax Exemption The Rocipient's undertakes that the importation, procurement, and/or supply of any goods. works and/or services. which are wholly and exclusively for the purpose of the execution of the Project and financed with the proceeds of the Credit, will be eeTpted from taxes and duties. -28- SCHEDULE 3 Repayment Schedule Principal Amount of the Date Payment Due Credit repayable (expressed as a percentage)* On each March 15 and September 15, commencing 1.25% March 15. 2033 to and including September 15, 2072. * 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. -29- APPENDIX Section L Definitions 1. "Annual Capacity Building Plan` means the plan to be prepared by Ilie Rural rEnergy Agency annually, which includes an action plan, proecremient plan, and annual budget und filanciTg for implementing cach year's capacity development and project preparation activities. inciluding activities Under the Program Action Plan. 2. "Annual Performance Assessnent" or -APA" means each assessnent. refered to in Section 1I.B of Schedule 2 to this Agieement; and "Anntial Performance Assessments" or "APAs" means more tlian one such Annual Perforance Assessment. 3. "Anti-Coiiuption Guidelines" means, for purposes of paragrapli 5 of the Appendix to the General Conditions, the Association's "cuidelines on Preventing and Combating Fraud and Corruption in Program-for-Results Financing," dated February 1, 2012, and revised July 10, 2015. 4- "Cabinet" means the Recipient's council of ministers, 5. "Category" means a category set forti in the table in Seciun IVA.2 of Schedule 2 to this Agreement. 6. ~Beneficiaries:' means those lIvestment Enterprises or Small Power Producers selected in accordance with criteria set forth in the Program Operations Manual to receive a Consulting Grant pursuant to the terms of a Consulting Grant Agreenent. 7. "Consulting Grants" means sub-grants provided to Beneliciaries under Part c(f) of the Program pursuant to 1lie terms of a Consulting Grant Agreenent for the purpose of financing consulting services for assisting Beneficiaries in the preparation of essential project documents and underlying analyses to enable renewable energy projects to obtain financing. 8. "Consulting Grant Agreement" means an agreement between the Recipient through REA and a Beneficiary [or the financing ofa Consulting Grant Agreernent, pursuant to the terms set forti in Section C.8 of Schedule 2 to this Agreemeni and the Program Operations Manual. 9. "Disbtrsement Linked Indicator" or "D[." means in respect of a given Category, the indicator related to said Category as set forth in the table in Section IV.A.2 of Schedule 2 to this Agreement. 10. "Disbursement Linked Result" or "DLR" means in respeet of a given Category, the result under said Category as set forth in the table in Section lV.A.2 of Schedule -30- 2 to this Agreement, on the basis of the achievement of which, the amonlit of the Financing allocated to said result may be witlidrawn in accordance with the provisions of said Section IV. I . "Eligibiljly Criteria" means the Recipient's list of eriteria. accepluble to the Association, lo determine whetlier an enfity qjalifies to be a Participaiing Financial 1Institltion for purposes of this Program, including the following eligibility requirements: (a) adequate profitability, capital and portfolio quality; (b) acceptable level of loan collections; (c) appropriate capac ity. including staffing, for carrying out subproject appraisals, including environment assessments; and (d) appropriate prudential policies, administrative structure and business procedures. 12. 'ESMA P Grant Agreement" means lhe grant agreement for Ilie Prograni between tho Recipienit nd IDA aeting ns administrator of tlie Energy Sector Manageient Assistance Program Umbrella 2.0 Multi-Donor Trust Fund, dated the same date as this Agreement, as such grant agreement may be amended from time to time. 13. 'ESMAP Grant" means the grant provided under the ESMAP Additional Grant Agreement. 14. "Financial Close" means, with respect (o SPP Loans and Renewuble Energy Sub- loans, executiorn of the agreeTIenIt for a SPP Loan or Renewable Energy Sub-loan that meets the ligibility Criteria as set forth in the Program Operations ManLIal and fulfillment of all conditions precedent for the effectiveness of said agreement. T5 "Fiscal Year" or "FY" means the Recipients fiscal yCEar from July I through Juie 30 of each calendar year, 16. "Fund Administrator" mcans TIB under the Original Program or any other enlity recruited or selected to adninister he refilnancing and any other autivities under Part F of the Program. 17. "General Conditions" means the "International Development Association General Conditions for IDA Financing, Program-for-Results Financing, dated December 14, 2018 (revised on August 1, 2020, April 1, 2021, and January 1. 2022). 18. IDA Additional Financing Agreement" means this Agreement. 19. "DA Additional Financing" means the Credit under this Agreement, 20. "IDA Original Financing Agreement" ieans the fiinancing agreement for ile Program between the Recipient and Ilie Association dated August 15, 2016, as amended on November 19, 202 1 -31- 21- "IDA Original Financing" means the credit Under the IDA Original Financing Agreement. 22. "Independent Verification AgenC' means an independent entity engaged by the Program Implementing Entity for purposes of certifying achieveeneit of the DLRs for the Program as referred to in paragraph I of Section 1II.B of Schedule 2 to this Agreement. 23. "Investment Enterprise" means an entity that receives a Sub-loan for the purpose of carrying out a Small Power Project; and "Investment Enterprises" means more than one such Investment Enterprise. 24. "Ministry of Energy" mnls the Recipient's ministry responsible for energy and minerals. or any successor thereto, 25, "Ministry of Finance and Planning" means the Recipient's ministry responsible for finance and planning, or any successor thereto. 26. "National Energy Policy of 2015" or "NEP" means the national energy policy approved by the Recipient's Cabinet in April 20 15. 27. "Noaional Rural Electrification Program" or "NREP" means a program undertaken by the Recipient For the purpose of increasing access to modern energy services in the Recipient's rural uras. 28. "Original Program" means the Progriam described in Schedule I of the IDA Original Financing Agreement. 29. "Participating Financial Institution" or "PFI" means any financial institution established and operating in accordance with the laws of the Recipient that satisfies the Eligibility Criteria to participate in the Program and executes a IPF Agreement for this purpose; "Participating Financial Institutions" or "pFls" means moi than one such Participating Finaiial Institution. 30, "PF Agreement" means an agreement referred to in paragraph 5 of Section L.C of Schedule 2 to this Agreement: and "PFI Agreements" means more than one such PFI Agreement. 31. "PPSF Operating Guidelines" means the operating guidelines and procedures prepared and adopted by the Project Implementing Entity, and acceptable to the Association, for the implementation of the renewable energy projiect preparation support facility described in Part C(f) of the Program, which shall not be amended without the agreement ofthe Association. -32- 32. "Program Action Plan" means Recipient's plan dated May 24, 2016, and referred to in paragraph 9 of Section LC of Schedule 2 to this Agreement. as the same may be amended from time to time with the prior written agreement of the Association. 33. "Program Adininistrative Agreement" means the agreement between the Program Implementing nltity and a Fund Administrator (as sich agreeiient may be amended from time to thIne with tie approval of the Association, or any other subsequent agreement entered into for the purpose and on the terms set forth in Section T.C.4 of Schedule 2 to this Agreement, between the Program Implementing Entity and a Fund Administrator in form and manner satisfactory to the Association. 34. "Program Fiduciary and Environmental and Social Systems" means the Recipient's and the Program Implementing Entity's systems For the Program referred to in Section LA ot' Schedule 2 to this Agreement. 35. "Program Implementing kntity" means the k-al Energy Agency. 36. "Program Implementing Entity's Legislation" means the Rural Energy Act. No. 8 of 2005. 37, "Program Operations Manual" means the manual, acceptable to the Association. prepared pursuant to the terms of the IDA Original Financing Agreement, to be updated by the Program ITpITleentiIg Entity pursuant to the provisions of paragraph 3 of Section 1C of Schedule 2 to this Agreement. 38. "Program Steering Committee" means the steering committee referred to in paragraph I (b)(i) of Section LC of Schedule 2 to this Agreement. 39. "Renewable Energy Company" means ain entity that meets the Eligibility Criteria set out in the Program Operations Manual. supplies quality-verifled renewable energy products, including solar products, and receives a Renewable Fnergy Sub- ioam, and "Renewable Energy Companies" means more than one such Renewable Fnergy Company, 40. "Renewable Energy Sub-loan" means a short-term loan with a maturity not exceeding five (5) years, made. or proposed to be made, to a Renewable Energy Company under the Short-term Loan Window in accordance with the procedures and requirements set out in the Program Operations Manual; and "ReLwable Energy Sub-loans" Means more than one such Renewable Energy Sub-loan. 41. "RespcctivL Parts of the Program" means: (a) in the case of the Program implementing Entity, Parts A, R, and C of the Program, except Part C(d) of the Program; and (b) in the case of the Ministry of VHlorgy, Part C(d) of the Programj. -33- 42. "Rural Electrification Master Plan" means the Recipient's plan for r.1ral electrification that includes. inter alica, comprehensive annual investment plans and connection IlUmbers. description of subprojects and their cost stimates, and investment priorities for electrification. 43. 'Rural Energy Act" means dhe Rural Energy Act, 2005 of the laws of the Recipient. 44. "Rural Energy Agency" or LREA" means the Recipient's agency dedicated to promoting and facilitating improved access to modern energy services inl rural areas, established and operating pursuant to the Rural Energy Act, or any successor thereto. 45. "Rural Energy Board" means the board of directors of the Rural knergy Agency established under the RUral Energy Act, 46. "Scaling-tip Renewable Energy Program" or "SREP" means the program established under the Strategic Climate Fund in accordance with the Governance Framework for the Strategic Climate Fund for the purposes set forth in the SREP Design Document. 47. "SCF Grant Agreement" means the agreement entered into butween the Recipient and the Association, acting as an implementing entity of the Scal ing-up Renewable Energy Program Under the Strategic Climate Fund, dated August 15, 2016, as amended on November 19, 2021, and as of the date hereof, providing for a grant to the Recipient to assist in financing the Program. 48. "SCF Grant" means the grant provided under the SCF Grant Agreement. 49. "Short-term Loan Window- means a financing window for the provision of Renewable Energy Sub-loans. to be cstablislhd and operated within the renewable energy credit line established under the Energy Development and Access Expansion Project financed by the Association. 50. "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. 51. "Small Power Producer" or 'SPP" means a small electric power producer, established and operating under the laws of [lie Recipient, which has entered into a standardized power purchase agreement with TANF.SCO; and "Small Power Producers" or "SPPs" means more than one such Small Power Producer. 52. "Small Power Project" means a small power project for renewable energy or energy conservation that qualifies under the Program Operations Manual as eligible for a Sub-loan; and "Small Power Projects" means more than one such Small Power Project. -34- 53, "SPP Loan" means a loan made. or proposed to be made, to an Investment Enterprise by a PF to finance one or more Small Power Projects; and "SPPI [Loans' means more than one such SPP Loan. 54. "SREP Design Document" is the design for the Scaling-up Renewable Energy Program, approved by the Strategic Climate Fund Trust Fund Committee and isSLled on RLune 1, 2009, and as said design may be amended from time to time inl accordance with its terms. 55. "Sub-financing Agreement" means an agreement to be entered into between a PET and an Investment Enterprise pursuant to paragraph 5 ol' Section I.C of Schedule 2 to this Agreement, as the same may be amended From time to time, and such terM includes all schedules to the Sub-financing Agreient: and "Sub-financing Agreements" means more than one such Sib-linancing Agreement. 56. "Sub-loan" means a loan made, or proposed to be made, to an Investment Enterprise by a PFI out of the proceeds of a PFI Agreement to refinance one or more Small Power Projects; and 'Sub-loans" means more than one such Sub-loan. 57. "Subsidiary Agreement" means the agreiement rel-erred to in paragraph 2 of Section LC oF Schedule 2 to this Agreement pursuant to which the Recipient shall make part of the proceeds of the Credit available to the Program Implementing Plaity. 58. "TANESCO's Articles of Association" means TANESCO's constituent articles of incorporation adopted on November 26, 193 1. 59. "Tanzania Electric Supply Company Limited" or "TANESCO" means the limited liability electric power generation, transmission aid disribution company, established and operating pursuant to the Companies Act, CAP 212 (R.E 2002) of the laws of the Recipient and TANESCO's Articles of Association, or any successor thereto. 60. "TIB Development Bank" or "TIB" means the Recipient's development bank established and operating pursuant to the Companies Act, CAP 212 (R.E 2002) of the laws of the Recipient 61. "Tanzanian Shillings" or "TZS" means the lawful currency of the Recipient, 62. "Tareted Communities Program" means T he program to be developed by the Recipient targeting development centers identified by RRA which will not receive grid extension in the medium to long term but are prioritized and selected by REA for rural electrifleation through renewable energy or hybrid power systems. -35- 63, "Verification Protocol" means the Recipient's protocol detailing the means by which the fulfillment of the Disbursement Linked Results will be verified Under the Program, as described in the Program Operations Manual. Section II. Modifications to the General Conditions The General Conditions are hereby moditied as follows: Section 3.03 (Service Charge) and Section 3.04 (Interesl Charge) are deleted in their entirety and the remaining Sections in Article Ill are renumbered aceordingly, and all references to the Sections of Article Ill in any provision of the General Conditions are understood to be to such renumbered Sections. 2. Paragraph 65 (Interest Charge) in the Appendix is modified to read as follows: "65, "Interest Charge" means the interest charge for the purpose of Section 3.07. 3. Paragraph 99 (Service Charge) in the Appendix is deleted in its entirety and the subsequent paragraphs are renumbered accordingly, and any reference to "Service Charge" or "Service Charges" in any provision of the General Conditions is deleted. -36- Amendment to the IDA Original Financing Agreement . - The IDA Original Financing Agreement is hereby amended as follows: (a) Schedule I is replaced in its entirety with Schedule I to this Agreement. (b) The table in Section IV.A. of Schedule 2 is replaced with the following table: Category Amount of the (including Disbursement Linked Disbursement FinancinglGrant Disbursement Result (as applicable) Calculation Allocated Linked Indicator Formula (expressed in as applicable) SDR) (1) DLI #1: 123,466,000, for CuirLIlative tip to 385,000 numbei, of gridFoi1te(iicton TUrnC'Ogrdl)LR # I. From the iecin electricity electici. Proceeds of connections, 1,585,000 connections Poe of . .din the IDA those under Original 1.11OS UnderFinancing. mini-grids. F c made tunder theadL wrogr (i) Ilhe Recipient will receive SDR 352.77 per connection for the first 70,000 conneulions; (ii) the Recipient will receive SDR 190.28 per connection after the first 70000 connections until 585,000 Connections, From the Proceeds of the -37- Category Amount of the (including Disbursement Financing/Grant It Disbursement Linked Disbursement Result (as applicable) Calculation Allocated Linked Indicator Formula (expressed in as applicable) SDR) IDA Additional Financing: jii) The Recipient will receive SDR 241.76 per conection after the first 585,000 connections iv) there must be a minimum of 35,000 connections before any disbursement is made under Category (1) (2) DLI #2 DLR 2: 220,000 The Recipient 0 Cumulative will receive: mnm r of ol, (i) for each off- grid electricity . systms ad/orgrid electricity systemsq and/or ssen D effiientsystem: SDR efficient 75.55 From the cookstoves PoedS( i . Proceeds of the received by IDA Addidilul eligible Financing, and llouWeolds $ 50 from the Undur tie RBF Proceeds of the Programn ESMAP Grant, up to 20,000 off-grid electricity systems; -38-- Category Amount of the (including Disbursement Linked Financing/Grant Disbursement Result (as applicable) Calculation Allocated Linked Indicator Formula (expressed in as applicable) SDR) (ii) for each cookstove: SDR 7.56 fron the Proceeds of the IDA Additional Financing, and $ 25 fi-oim the Proceeds of the ESMAP Grant, up to 200,000 cookstoves. (Baseline is zero for both off-grid electricity systems and cookstoves) There must be a miiniurm of 20,000 off-grid electricity systems and/or cookstoves received by eligible households under the RBF Program before any disbursement is made under (3) DH 3: DLR 3 Up to six The Recipient will 0 lmplniciitatio preparatory stUdies receive SDR n of the completed pursIant 755,515 from the renewable to the renewable Proceeds of the energy energy strategy IDA Additional roadmap Financing per study. Up to six -39- Category Amount of tc (incliuding Disbursement Linked )ishursemnent Finaneing/Grant i)isbursemenit Result (as applicable) Calculation Allocated Linked Indicator Formula (expressed in as applticable) SDR) strategy studies. (Baseline completed is zero) (4) DLI #4 10.,660,000 Annual capaci ty building and DLR #4. 1: Annual DLR #4. 1: project Capacity 8Bilding Plan 360,000 preparation for FY 2016/17 activities submittecl not later than coi pleted three (3) months after Effective Date of Original Financing DL R. 4.2: Agreement 360,000 D 1R #4.2: Annual Capacity Building Plan for FY 2017/18 DLR #4.3: sibmitted by July 31. 700.000 2017 DIR #4.3: Plan to strengthen the capacity of the department for planning and preparation of REA DR #4.4: approved by thc Rural Energy Board (1) 700,000; and (ii) 1,400,000 DLR #4.4: (1) Draft Rural Electrification Master Plan is subimitted to the Ministry of Energy; and (ii) Draft Rural Electriflcation Master -40- Category Amount of the (inlding Disbursement Linked Di%bursemeit Financing/G rant Disbursement Result (as applicable) Calculation Allocated Linked Indicator Formula (expressed in as applicable) SDR) Plan is approved by the Ministry or Energy DLR #4.5: DLR #4.5: Targeted 700,000 Communities Program approved by the Rural Energy Board I)LR 04.6: DLR #4.6. (i) Annual 360.000 Capacity Building Plan for FY 2018/19 approved and submitted by REA to die Association DLR #4.7: SDR 207,000 for each region 2,500,000 DLR #4.7: Feasibility covered by a studies for grid feasibility study connections for all twenly-four (24) regiolls in tihe Recipicnt's territory completed DI,R #4.8: DLR #4.8': Annual 360,000 Capacity Building Plan for FY 2019/20 approved and sobmitted by REA to the Association DLR #4.9: SDR 618,000 for DLR #4.9: each coiisultng 2,500,000 DLR #4.9: Four (4) services consulting services, completed under terms of reference acceptable to -41- Category Amount of the (including Disbursement Linked Misbureet Financing/Grant Disbursement Result (as applicable) Calculation Allocated Linked Indicator Formula (expressed in as applicable) SDR) ihe Association. compiclted to Support TANESCO's new power generation prOjectS fOr lral electrification DLR #4.110: Annual DLR #4.10. Capacity Ruilding Plan 360,000 for FY 2020/21 approved and submitted by REA to the Association DLR #4.11: DLR H4,. 1; Annual 360.000 Capacity Building Plan for FY 2021/22 approved and submitted by July 31. 2021 by REA to the Association DLR #4.12: 0 DALR /4.12 Capacity development program for renewable energy approved and submitted by REA to the Association (Baseline. zero) 4.13: The Recipient will receive $ 250,000 DLR #4.13: 0 I)LR #4.13: from the Proceeds Preparatory studies for of the SCV Grant at least sixteen (16) I'or lhe renewable energy preparatory studies for the first eight -42- Category Amount of the (including Disbursement Linked Disbursement Financing/Grant Disbursement Result (as applicable) Calculation Alloicated Linked Indicator Formula (expressed in as applicable) SDR) projects completed by renewable encrgy REA projects satisfactorily completed, and SDR 188,879 from the Proceeds of the IDA Additional Firancino for 1he preparatory studies for each of the remaining 8 renewable energy projects salisfactorily completed 4.14 The Recipient will receive SDR DLR #4.14; 0 503.676 from the Proceeds of the DLR #4.14 Three (3) IDA Additional Annual Capacity Financing for Building Plans each Annual approved and submitted Capacity Building by REA Plan approved and submitted (5) DLI #5: 720,000 inplementatio n1 of the National DLR 5.1; Study Under DLR #5.1: Energy Policy Nl'P for unlocking 360.000 of 2015 electricity connection ("NEP") to challenges in rural enhance areas completed -43- Category Amount of the (including Disbursement Linked Disbursement Fiwncing/Grant Disbursement Result (as applicable) Calculation Allocated Linked Indicator Formula (expressed in as applicable) SDR) access to modern energy services in the Recipienfs rural areas DLR #5.2. Strategy Under NEP for DLR #5.2: enhancing access to modern energy services 360,000 approved by the Minister of Energy DLR #5.3: Renewable energy strategy and DLR #5.3: 0 implementation plan approved by the Minister of Energy DLR SA: energy sector monitoring and evaluation framework DLR 5.4: 0 (i) designed and (ii) implemented. (6) DLI #6; DI,R #6: Upon 6,354,000 Cumulative equivalent achievement of a value ($) of $65 0minmum of eligible SPP $500,000 eligible Loans for SPII Loan for Small Power Small Power Projees and Projects and/or Renewable Renewable Energy Sub- Energy Sub-loans loans rLaching reaching Financial Close in Category Amount of the (including Disbursement Linked Disbursement Financing/Grant Disbursement Result (as applicable) Calculation Allocated Linked Indicator Formula (expressed in as applicable) SDR) Financial lie respective Close Fiscal Year (except for the frwal year of Program implementation). the Recipient will receive (i) $ 0.54 equivalent frori the Viroceeds of the IDA Original Financing (tip to SDR 6,354,000), and (ii) $ 0.36 from the Proceeds from the SCF Grant (up to $ 6,000,000), per $ I equivalent of cLlmtulative sUb- loan value reaching Financial closure. TOTAl 1 141,200,000 AMOUNT (c) Section 11I.B.2 of Schedule 2 is amended to read as follows: "2. The Closing Date is June 15, 2026," (d) The Appendix is amended as follows: (i) A definition of "Beneficiaries" shall be introdticed, and the remaining definitions shall be reordered in alphabetical order, to read as the definition of Beneciaries under this Agreement. -45- (ii) A definition of "Consulting Grants- shall be introduced, and the remaining dcflinitions siall be reordered in alphabetical order, to read as the definition of Consulting Grants wlder this Agreciment, (iii) A definition of "Consulting Grant Agreement" shall be introduced, and the remaining definitions shall be reordered in alphabetical order, to read as the definition of Consulting Grant Agreement under this Agreement. (iv) A definition of "ESMAP Grant Agrcerinnt" shall be introduced and the remai'ning definitions slil be reordered alphabetically, to read as follows: -ESMA P Grant Agreement" nieans the grant agreement for the Program between the Recipient and IDA acting as administrator of the Energy Sector Management Assistance Program Umbrella 2.0 Multi-Donor Trust Fund, dated the same date as this Agreement (as amended), as such grant agreement may be amended from time lo time. (v) A definition of' "RSMAP Grant" siall be introduced, and the remaining definitions shall be reordered in alphabetical order. to read as the definition of ESMAP Grant under this Agreement. (vi) A definition of "IDA Additional Financing Agreemen" shall be introduced and the remaining definitions shall be rcordered alphabetically, to read as follows: -l.A Additional Financing Agreement" means the financing agreement for the Program between the Recipient and IDA, dated the same date as this Agreement (as amended), as such agreement may be amended from time to time. (vii) A definition of lIDA Additional Financing" shall be introduced, and the remaining definitions shall be reordered iii alphabetieal order. to rend as follows: 1IDA Additional Fl riancing" means the credit under the IDA Additional Financing Agreement. (viii) A definition of "IDA Original Financing Agreenment" shall be introduced and the remaining definitions shall be reordered alphabetically, to read as follows: LIDA Original Financing Agreement" means this Agreement. -46- (ix) A definition ofIDA Original Financing" shall be iniroduced, and the remain ing de finitions shal 1 be reordered in al phabe.ical order. to read as follows: "IDA Original Financing" nicans the Credit under this Agreement. (x) A definition of ~PPSF Operating Guidelines" shall be introduced, and lie remiuning delinitions shall be reordered in alphabetical order. Lo read as the delinition of PPSF Operating Guidelines under this Agreemeni, and the reITlainilg delnitions sha'ill be reordered. 2. All provisions of the IDA Original Financing Agreement which are not expressly modified in accordance with this Section V remain unehanged.