ORIGINAL GPE GRANT NUMBER TFB7569
                             ADDITIONAL GPE GRANT NUMBER TF0C4851




   Global Partnership for Education
                     Grant Agreement

(Providing Additional Financing and Amending and Restating the Original Grant
      Agreement for Cambodia General Education Improvement Project)



                                  between



                        KINGDOM OF CAMBODIA



                                    and



          INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT / INTERNATIONAL DEVELOPMENT ASSOCIATION
      (Acting as Grant Agent of the Global Partnership for Education)
                                       ORIGINAL GPE GRANT NUMBER TFB7569
                                    ADDITIONAL GPE GRANT NUMBER TF0C4851

                    GLOBAL PARTNERSHIP FOR EDUCATION
                            GRANT AGREEMENT

AGREEMENT dated as of the Signature Date between KINGDOM OF CAMBODIA
(“Recipient”) and INTERNATIONAL BANK FOR RECONSTRUCTION AND
DEVELOPMENT/INTERNATIONAL DEVELOPMENT ASSOCIATION (“Bank”),
acting as a grant agent of the Global Partnership for Education.

         WHEREAS (A) under an agreement of the same date herewith between the
Recipient and the Association, the Association has agreed to extend to the Recipient a
credit in an amount of fifty-one million five hundred thousand Euros (EUR51,500,000)
(“Original Credit”) and a credit in an amount of forty-five million four hundred thousand
Special Drawing Rights (SDR45,400,000) (“Financing Agreement”) to assist in financing
the project described in Schedule 1 to the Financing Agreement (“Project”);

         (B)     under a Global Partnership for Education Grant Agreement (“Original
Grant Agreement”) dated March 2, 2022, between the Recipient and the Bank, acting as
Grant Agent of the Global Partnership for Education for the Original Project, the Bank
agreed to provide the Recipient with a grant (“Original Grant”) in an amount equal to nine
million two hundred fifty thousand United States Dollars ($9,250,000) to assist in financing
the Project; and

        (C)      the Recipient has requested the Bank to provide additional financial
assistance in support of additional activities related to the Project, and the Bank, acting as
Grant Agent of Global Partnership for Education, has agreed, on the basis, inter alia, of
the foregoing to extend such additional financial assistance to the Recipient upon the terms
and conditions set forth in this Agreement.

        NOW THEREFORE, the Recipient and the Bank hereby agree to amend and
restate the Original Grant Agreement, with effect from the Effective Date of this
Agreement, to read as follows:

                                       Article I
                            Standard Conditions; Definitions

1.01.   The Standard 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 Standard Conditions, the Financing
                                           -2-


        Agreement, or in this Agreement (including the Preamble and the Appendix
        thereto).

                                        Article II
                                       The Project

2.01.   The Recipient declares its commitment to the objective of the project described in
        Schedule 1 to this Agreement (“Project”). To this end, the Recipient shall carry out
        the Project, through MOEYS, in accordance with the provisions of Article II of the
        Standard Conditions, Schedule 2 to this Agreement, and the Financing Agreement.

                                       Article III
                                       The Grant

3.01.   The Bank agrees to extend to the Recipient the following grants (“Grant”) to assist
        in financing the Project:

        (a)     the Original Grant in an amount not to exceed nine million two hundred
                fifty thousand United States Dollars ($9,250,000); and

        (b)     the Additional Grant in an amount not to exceed nineteen million five
                hundred thousand United States Dollars ($19,500,000).

3.02.   The Recipient may withdraw the proceeds of the Grant in accordance with Section
        II of Schedule 2 to this Agreement.

3.03.   The Grant is funded out of the abovementioned trust fund for which the Bank receives
        periodic contributions from the donors to the trust fund. In accordance with Section
        3.02 of the Standard Conditions, the Bank’s payment obligations in connection with
        this Agreement are limited to the amount of funds made available to it by the donors
        under the abovementioned trust fund, and the Recipient’s right to withdraw the Grant
        proceeds is subject to the availability of such funds.

                                       Article IV
                              Effectiveness; Termination

4.01.   This Agreement shall not become effective until evidence satisfactory to the Bank
        has been furnished to the Bank that the conditions specified below have been
        satisfied:

        (a)     The execution and delivery of this Agreement has been duly authorized by
                all necessary actions and delivered on behalf of the Recipient;
                                            -3-


        (b)     The Financing Agreement has been executed and delivered and all
                conditions precedent to its effectiveness or to the right of the Recipient to
                make withdrawals under it (other than the effectiveness of this Agreement)
                have been fulfilled; and

        (c)     The Recipient, through the MOEYS, has updated the Project Operations
                Manual in form and substance satisfactory to the Bank.

4.02.   As part of the evidence to be furnished pursuant to Section 4.01(a), there shall be
        furnished to the Bank an opinion or opinions satisfactory to the Bank of counsel
        acceptable to the Bank or, if the Bank so requests, a certificate satisfactory to the
        Bank of a competent official of the Recipient, showing, on behalf of the Recipient,
        that this Agreement has been duly authorized or ratified by, and executed and
        delivered on its behalf and is legally binding upon it in accordance with its terms.

4.03.   Except as the Recipient and the Bank shall otherwise agree, this Agreement shall
        enter into effect on the date upon which the Bank dispatches to the Recipient notice
        of its acceptance of the evidence required pursuant to Section 4.01 (“Effective
        Date”). If, before the Effective Date, any event has occurred which would have
        entitled the Bank to suspend the right of the Recipient to make withdrawals from
        the Grant Account if this Agreement had been effective, the Bank may postpone
        the dispatch of the notice referred to in this Section until such event (or events) has
        (or have) ceased to exist.

4.04.   This Agreement and all obligations of the parties under it shall terminate if it has
        not entered into effect by the date ninety (90) days after the date of this Agreement,
        unless the Bank, after consideration of the reasons for the delay, establishes a later
        date for the purpose of this Section. The Bank shall promptly notify the Recipient
        of such later date.

                                       Article V
                         Recipient’s Representative; Addresses

5.01.   The Recipient’s Representative referred to in Section 7.02 of the Standard
        Conditions is its Minister of Finance.

5.02.   For purposes of Section 7.01 of the Standard Conditions:

        (a)     The Recipient’s address is:

                Ministry of Economy and Finance
                Street 92
                Sangkat Wat Phnom, Khan Daun Penh
                                          -4-


                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 7.01 of the Standard Conditions:

        (a)     The Bank’s address is:

                International Development Association
                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)
                               -5-


AGREED as of the Signature Date.


              KINGDOM OF CAMBODIA


              By

                                   _____________________________________
                                                   Authorized Representative
                                            H.E. Dr. Aun Pornmoniroth
                                   Name: _______________________________
                                            Minister of Economy and Finance
                                   Title: ________________________________
                                          10-Jul-2024
                                   Date: ________________________________


              INTERNATIONAL BANK FOR
              RECONSTRUCTION AND DEVELOPMENT /
              INTERNATIONAL DEVELOPMENT ASSOCIATION
              Acting as Grant Agent of Global Partnership for Education


              By

                                   _____________________________________
                                                   Authorized Representative
                                              Maryam Salim
                                   Name: _______________________________
                                                Country Manager
                                   Title: ________________________________
                                              19-Jun-2024
                                   Date: ________________________________
                                          -6-


                                     SCHEDULE 1

                                  Project Description

        The objective of the Project is to improve the quality of and equitable access to
general education in target areas, and to provide immediate and effective response in case
of an Eligible Crisis or Emergency.

      The Project consists of the parts described in Schedule 1 to the Financing
Agreement.
                                            -7-


                                     SCHEDULE 2

                                   Project Execution

Section I.      Institutional and Other Arrangements

A.      Section I (Implementation Arrangements) and Section II (Project Monitoring,
        Reporting and Evaluation) of Schedule 2 to the Financing Agreement are hereby
        incorporated by reference and shall apply, mutatis mutandis, to this Agreement,
        and the Recipient undertakes to comply with the provisions thereof to the same
        extent as if such provisions had been set out in full in this Agreement, provided
        that for the purposes of this Agreement: (1) the references to the “Financing” in
        said Sections shall be construed as references to the Grant provided for under this
        Agreement; and (2) the references to the “Association” in said Sections shall be
        construed as references to the Bank.

Section II.     Withdrawal of Grant Proceeds

A.      General

1.      The Recipient may withdraw the proceeds of the Grant in accordance with the
        provisions of: (a) Article III of the Standard Conditions; and (b) this Section; to
        finance Eligible Expenditures in the amount allocated and, if applicable, up to the
        percentage set forth against each Category of the following table.

                             Amount of the        Amount of the           Percentage of
                             Original Grant         Additional         Expenditures to be
        Category
                               Allocated          Grant Allocated           Financed
                             (Expressed in         (Expressed in       (Inclusive of Taxes)
                                 USD)                 USD)
 (1) Goods, works, non-         4,070,000            9,000,000        Up to 100% of the
 consulting services,                                                 Grant’s agreed share
 consulting services,                                                 of the costs specified
 Operating Costs, and                                                 in the approved
 Training under the                                                   AWPB for each fiscal
 Project (excluding Parts                                             year of the Recipient
 1.1, 1.2, 1.4 and 2.1(f)-
 (j))
 (2) PBC Expenditures           5,180,000                 0           Up to 100% of the
                                                                      Grant’s agreed share
                                                                      of PBC Value
                                                                      specified in the
                                                                      approved AWPB for
                                             -8-


                                                                      each fiscal year of the
                                                                      Recipient
 (3) Goods, works, non-              0               10,500,000       Up to 100% of the
 consulting services,                                                 Grant’s agreed share
 consulting services,                                                 of the costs specified
 Operating Costs, and                                                 in the approved
 Training under Parts 1.1,                                            AWPB for each fiscal
 1.2, 1.4 and 2.1(f)-(j) of                                           year of the Recipient
 the Project

 TOTAL AMOUNT                    9,250,000           19,500,000



B.      Withdrawal Conditions; Withdrawal Period

1.      Notwithstanding the provisions of Part A of this Section no withdrawal shall be
        made:

        (a)     for payments made prior to the Signature Date; and

        (b)     for PBC Expenditures under Category (2), unless and until the Recipient
                has:

                (i)      furnished evidence satisfactory to the Bank in accordance with the
                         verification protocol set forth in the Project Operations Manual
                         that the Recipient has met the PBC Targets set forth in Schedule
                         4 to the Financing Agreement against which withdrawal is
                         requested; and

                (ii)     complied with the Disbursement and Financial Information Letter,
                         including furnished to the Bank the applicable interim unaudited
                         financial reports documenting the incurrence of PBC
                         Expenditures during the respective PBC period up to the date
                         against which withdrawal is requested.

2.      Notwithstanding the provisions of Parts A and B.1(b) of this Section, the amount
        of the Grant to be withdrawn upon the verified achievement of any PBC Target
        shall correspond to the PBC Value of such PBC Target as set forth in Schedule 4
        to the Financing Agreement.

3.      Notwithstanding the provisions of Part B.1(b) of this Section, if the Bank shall
        determine, based on the evidence furnished by the Recipient under Part B.1 of this
        Section, that:
                                       -9-


     (a)    any PBC Targets has been partially achieved, the Bank may in its sole
            discretion authorize the withdrawal of a portion of the amount of the Grant
            then allocated to said PBC Target, calculated on a pro rata basis in respect
            of the level of partial achievement of said PBC Target; and

     (b)    any PBC Target has not been fully achieved by its PBC Target
            Achievement Date, the Bank may in its sole discretion, by notice to the
            Recipient:

            (i)     withhold in whole or in part the amount of the Grant allocated to
                    such PBC Target;

            (ii)    disburse in whole or in part the withheld amount of the Grant
                    allocated to such PBC Target at any later time prior to the Closing
                    Date;

            (iii)   reallocate in whole or in part any withheld amount of the Grant
                    allocated to such PBC Target; and/or

            (iv)    cancel in whole or in part any withheld amount of the Grant
                    allocated to such PBC Target.

4.   The Closing Date is June 30, 2028.
                                       - 10 -


                                   APPENDIX

                                    Definitions

1.   “Anti-Corruption Guidelines” means, for purposes of paragraph 2 of the Appendix
     to the Standard 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.   “Category” means a category set forth in the table in Section II.A of Schedule 2 to
     this Agreement.

3.   “Procurement Regulations” means, for purposes of paragraph 20 of the Appendix
     to the Standard Conditions, the “World Bank Procurement Regulations for IPF
     Borrowers”, dated September 2023.

4.   “Signature Date” means the later of the two dates on which the Recipient and the
     Bank signed this Agreement and such definition applies to all references to “the
     date of the Grant Agreement” in the Standard Conditions.

5.   “Standard Conditions” means the “International Bank for Reconstruction and
     Development and International Development Association Standard Conditions for
     Grant Financing Made by the Bank out of Trust Funds”, dated February 25, 2019.