LOAN NUMBER 9101-IN Loan Agreement (Strengthening Teaching-Learning and Results for States Operation) ' between INDIA and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT - LOAN AGREEMENT AGREEMENT dated as of the Signature Date between INDIA ("Borrower") and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank"). The Borrower and the Bank hereby agree as follows: ARTICLE I GENERAL CONDITIONS; DEFINITIONS 1.01. The General Conditions (as defined in the Appendix to this Agreement) apply to and form part of this Agreement. 1.02. Unless the context requires otherwise, the capitalized terms used in this Agreement have the meanings ascribed to them in the General Conditions or in the Appendix to this Agreement. ARTICLE II LOAN 2.01. The Bank agrees to lend to the Borrower the amount of five hundred million Dollars (US$ 500,000,000), as such amount may be converted from time to time through a Currency Conversion ("Loan"), to assist in financing: (a) the program as described in Part 1 ("Program") of Schedule 1 to this Agreement; and (b) the project as described in Part 2 ("Project") of Schedule 1 to this Agreement, (the Program and the Project hereinafter jointly referred to as the "Operation"). 2.02. The Borrower may withdraw the proceeds of the Loan in accordance with Section IV of Schedule 2 to this Agreement. All withdrawals from the Loan Account to which the amount of the Loan allocated to the Program is credited shall be deposited by the Bank into an account specified by the Borrower and acceptable to the Bank. 2.03. The Front-end Fee is one quarter of one percent (0.25%) of the Loan amount. 2.04. The Commitment Charge is one quarter of one percent (0.25%) per annum on the Unwithdrawn Loan Balance. 2.05. The interest rate is the Reference Rate plus the Variable Spread; or such rate as may apply following a Conversion; subject to Section 3.02(e) of the General Conditions. 2.06. The Payment Dates are March 15 and September 15 in each year. 2.07. The principal amount of the Loan shall be repaid in accordance with Schedule 4 to this Agreement. 2.08. (a) If on any given day, the Total Exposure exceeds the Standard Exposure Limit (as said terms are defined in sub-paragraphs (b)(ii) and (b)(iii) of this Section), the Borrower shall pay to the Bank a surcharge at the rate of one half of one percent (0.5%) per annum -2- of the Allocated Excess Exposure Amount ( as defined in sub-paragraph (b )(i) of this Section) for each said day ("Exposure Surcharge"). The Exposure Surcharge (if any) shall be payable semi-annually in arrears on each Payment Date. (b) For purposes of this Section the following terms have the meanings set forth below: (i) "Allocated Excess Exposure Amount" means for each day during which the Total Exposure exceeds the Standard Exposure Limit, the product of: (A) the total amount of said excess; and (B) the ratio of all ( or, if the Bank so determines, a portion) of the Loan to the aggregate amount of all ( or the equivalent portions) of the loans made by the Bank to the Borrower, and to other borrowers guaranteed by the Borrower that are also subject to an exposure surcharge, as said excess and ratio are reasonably determined from time to time by the Bank. (ii) "Standard Exposure Limit" means the standard limit on the Bank's financial exposure to the Borrower which, if exceeded, would subject the Loan to the Exposure Surcharge, as determined from time to time by the Bank. (iii) "Total Exposure" means for any given day, the Bank's total financial exposure to the Borrower, as reasonably determined by the Bank. ARTICLE III - OPERATION 3.01. The Borrower declares its commitment to the objectives of the Operation. To this end, the Borrower shall carry out the Program with the assistance of the Selected States, in accordance with the provisions of Article V of the Program General Conditions and Schedule 2 to this Agreement, and shall carry out the Project in accordance with Article V of the Project 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. ARTICLE V REPRESENTATIVE; ADDRESSES 5.01. The Borrower's Representative is any of the following officials acting severally: The Secretary, Additional Secretary, Joint Secretary, Director, Deputy Secretary, or Under Secretary of the Department of Economic Affairs of the Borrower's Ministry of Finance. 5.02. For purposes of Section 10.01 of the General Conditions: (a) the Borrower's address is: Secretary Department of Economic Affairs Ministry of Finance Government of India North Block New Delhi 110 001, India; and -3- (b) the Borrower's Electronic Address is: Facsimile: E-mail: +91-11-23094075 secy-dea@nic.in 5.03. For purposes of Section 10.01 of the General Conditions: (a) the Bank's address is: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America; and (b) the Bank's Electronic Address is: Telex: Facsimile: 248423(MCI) or 1-202-477-6391 64145(MCI) AGREED as of the Signature Date. INDIA By Authorized Representative Name: ----------- Tit1e- zrosxc S€cETy Date: Principal Payment Date Installment Share On each March 15 and September 15 Beginning September 15, 2026 through March 15, 2037 4.35% On September 15, 2037 4.3% -22- APPENDIX Definitions 1. Allocated Amount(s)" means the amount allocated to each individual DLR, or determined for each DLR pursuant to Schedule 3 to this Agreement, as such amount might be increased, reallocated and/or cancelled (whether partially or in its entirety) by the Bank, from time to time as the case may be, in accordance with the provisions of Section IV .B of Schedule 2 to this Agreement. 2. "Anti-corruption Guidelines for the Program" means for purposes of paragraph 5 of the Appendix to the Program General Conditions, the Bank's "Guidelines on Preventing and Combating Fraud and Corruption in Program-for-Results Financing," dated February 1, 2012, and revised July 10, 2015. 3. "Anti-Corruption Guidelines for the Project" means, for purposes of paragraph 5 of the Appendix to the Project 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. 4. "Anti-corruption Guidelines" means the Anti-corruption Guidelines for the Program and the Anti-corruption Guidelines for the Project. 5. ·BEO" means a Block Education Office set up at the sub-district level and which has the administrative responsibility of schools within such sub-district. 6. "BITE" means Block Institute of Teacher Education set up at block level by state governments in areas with high concentration of minority groups and/or marginalized groups, to function as pre-service elementary teacher education institution. 7. "BRC" means a Block Resource Centre set up at the block level by state governments to function as a resource centre for providing on-site academic support to elementary school teachers within the area, including serving as venue for teacher training, material development, community mobilization, action research works, organization of different activities and competitions among teachers and students, and storing data on primary school education. 8. "Category" means a category set forth in the table in Section IV.A. I of Schedule 2 to this Agreement. 9. "CER Component" means Component 2 of the Project, as described in Schedule 1 to this Agreement. 10. "CERCM" means the manual referred to in Section I.F.1 of Schedule 2 to this Agreement, acceptable to the Bank, to be adopted by the Borrower for the implementation of the CER Component, in accordance with the provisions of said Section. 11. "Contingent Emergency Response Implementation Plan" or the acronym "CERIP" means the action plan referred to in Section I.F .2 of Schedule 2 to this Agreement, acceptable to -23- the Bank to be prepared by the Borrower for the implementation of the CER Component, in accordance with the provision of said Section. 12. "Coordinating Authority" means the entity or entities designated by the Borrower in the CERCM, and approved by the Bank pursuant to Section I.F.l(a) of Schedule 2 to this Agreement, to be responsible for coordinating the CER Component. 13. ·CRC" means a Cluster Resource Centre set up at the sub-block/cluster level by state governm ents to function as a resource centre for providing on-site academic support to elementary school teachers within the area. 14. "DIET" means District Institute of Education and Training, set up at the district level by state governm ents to support coordination and implementation of central and state policies and programs on education at the district level. 15. "Disbursement Linked Indicator" or "DLI" means in respect of Category (1), the indicator related to said Category as set forth in the table in Schedule 3 to this Agreement. 16. "Disbursement Linked Result" or "DLR" means in respect of Category (1), the result under said Category as set forth in the table in Schedule 3 to this Agreement, on the basis of the achievement of which, the Allocated Am ount for such result may be withdrawn in accordance with the provisions of Section IV of Schedule 2 to this Agreement. 17. "Eligible Crisis or Emergency" means an event that has caused, or is likely to imm inently cause, a major adverse economic and/or social impact to the Borrower, associated with a natural or man-made crisis or disaster. 18. "Emergency Expenditures" means any of the Eligible Expenditures set forth in the CERCM, in accordance with the provision of Section I.F of Schedule 2 to this Agreement, and required for the activities described in such manual to be financed under the CER Part. 19. "ESSA" means the Environmental and Social Systems Assessment, dated April 8, 2020 setting forth the description of the Program's activities, assessing the Borrower's and Selected States' environm ental and social management systems, detailing the Program's environm ental and social benefits, risks and impacts, and recomm ending remedial measures to strengthen the social and environm ental systems performance. 20. "FMP Manual" means the Borrower's Financial Management and Procurement Manual dated August 2018, which provides the financial management and procurement arrangements applicable to the Borrower's Samagra Shiksha program, as may be amended from time to time with prior concurrence of the Bank. 21. "FY" means the Borrower's fiscal year, which begins on April 1 of each calendar year and ends on March 31 of the next calendar year. 22. "General Conditions" means the Program General Conditions and the Project General Conditions. In such cases, capitalized definitions are the same in both sets of General Conditions. In cases where the capitalized definitions differ, the term will be defined in this Appendix. -24- 23. "ICT" means inform ation and communications technology. 24. "Incremental Operating Costs" means reasonable and necessary expenditures incurred by the Borrower including costs of operation, rent and maintenance of offices, comm unication costs, salaries of contractual staff, salaries of governm ent staff on deputation to the Op eration, the costs of training staff, and travel allowances of staff incurred with respect to the implementation, coordination, and monitoring of the Operation, but excluding the salaries of civil servants. 25. "Independent Verification Agent" means independent entity to be engaged by the Borrower for the purposes of certifying the achievement of the DLRs as referred to in Section I.B of Schedule 2 to this Agreement. 26. "Letter of Undertaking/Consent" means the agreement with or letter to MoE indicating the willingness of a Selected State to take part in the Program pursuant to Section I.D.2 of Schedule 2 to this Agreement. 27. "MoE" means the Borrower's Ministry of Education, or any successor thereto. 28. ··NCERT" means the National Council of Educational Research and Trainin g registered under the Borrower's Societies Registration Act, 1860, with the primary objective of assisting and advising central and state governm ents on policies and programs for qualitative improvement in school education. 29. "Procurement Regulations" means, for purposes of paragraph 85 of the Appendix to the General Conditions, the "World Bank Procurement Regulations for IPF Borrowers", dated July 2016, revised November 2017 and August 2018. 30. "Program Action Plan" means the Borrower's plan dated April 16, 2020and referred to in Section I.C of Schedule 2 to this Agreement, as may be amended from time to tim e with the agreement of the Bank . 31. "Program Expenditures" means those expenditures incurred by MoE and Selected States for the following budget heads: Early Years Education, Leaming Assessment Systems, Teacher Education, Quality Intervention, Vocational Education and Training, and National-Level Quality Intervention, or such other budget head(s) as may be agreed from time to time with the Bank . 32. "Program General Conditions" means the "International Bank for Reconstruction and Development General Conditions for IBRD Financing, Program-for-Results Financing", dated December 14, 2018. 33. "Programme for International Student Assessment" or "PISA" means the Programme for International Student Assessment, wherein students from different countries are assessed every three years in reading, math and science, conducted by the Organisation for Economic Co-operation and Development's (OECD). 34. "Project General Conditions" means the "International Bank for Reconstruction and Development General Conditions for IBRD Financing, Investment Project Financing", dated December 14, 2018. -25- 35. "Project Management Unit" or "PMU" means the unit to be established and maintained in accordance with Section I.A( e) of Schedule 2 to this Agreement. 36. "Selected State" means any of the Borrower's states ofHimachal Pradesh, Kerala, Madhya Pradesh, Maharashtra, Odisha and Rajasthan, which list may be amended from time to time with the prior concurrence of the Bank. 37. "SIG Scorecard" means the components and criteria against which SIG performance will be measured as set out in the SIG Manual. 38. "Signature Date" means the later of the two dates on which the Borrower and the Bank signed this Agreement and such definition applies to all references to "the date of the Loan Agreement" in the General Conditions. 39. "SSC" means a Sector Skills Council, established as an autonomous industry-led body by the Borrower's National Skills Development Corporation. 40. "State Incentive Grant Manual" or "SIG Manual" means the manual prepared, approved and adopted by the MoE, satisfactory to the Bank, for purposes of carrying out the activities related to the State Incentive Grants, which manual shall comprise, inter alia: (i) the SIG implementation arrangements, (ii) the components and targets based on which the grant funding shall be provided to a Selected State, (iii) the environmental, social, labor and safety, financial management and procurement standards to be followed by MoE and the selected States in the implementation of their respective activities in relation to SI Gs, (iv) the terms and conditions applicable, to SIGs, (v) the templates for the Letter of Undertaking/Consent; and (vi) the SIG monitoring and evaluation, and reporting requirements, as the same might be amended from time to time with the prior written concurrence of the Bank. 41. "State Incentive Grant" or "SIG" means the performance-based grant funding to be provided by MoE to a Selected State, in the amounts and under the terms and conditions set forth in the respective Letter of Undertaking/Consent and in accordance with the SIG Manual. 42. "Training and Workshops" means reasonable costs of trainings, seminars, workshops, conferences, study tours, conducted in the territory of the Borrower and/or overseas, including: (a) fees of training institutions and courses; (b) domestic and international travel costs, lodging costs, and subsistence/per diem allowances for both trainers and trainees; ( c) rental of training facilities; and ( d) preparation, purchase or reproduction of training materials; but excluding salaries and allowance of the Borrower's civil servants or their other regular staff. 43. "Verification Protocol" means the Borrower's protocol, acceptable to the Bank, setting forth the means by which the achievement ofDLRs will be verified under the Program, as such Verification Protocol may be amended from time to time with the prior written agreement of the Bank.