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.