OFFICIAL
             DOCUMENTS


                                        CREDIT NUMBER 6121-KE




 Financing Agreement
(Additional Financing for the Infrastructure Finance and
          Public Private Partnerships Project)


                        between


                 REPUBLIC OF KENYA

                          and


INTERNATIONAL DEVELOPMENT ASSOCIATION




         Dated      Al-ll:rUJT     7 , 201_7
                                                         CREDIT NUMBER 6121-KE

                            FINANCING AGREEMENT

        AGREEMENT dated            Av<GrUt1'           1        , 201] entered into
between REPUBLIC OF KENYA ("Recipient") and                         INTERNATIONAL
DEVELOPMENT ASSOCIATION ("Association") for the purpose of providing
additional financing for activities related to the Original Project (as defined in the
Appendix to this Agreement). The Recipient and the Association hereby agree as follows:

            ARTICLE I -      GENERAL CONDITIONS; DEFINITIONS

I.OJ.   The General Conditions (as defined in the Appendix to this Agreement)
        constitute an integral 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, on the terms and conditions
        set forth or referred to in this Agreement, a credit in the amount of forty-six
        million nine hundred thousand Euro (46,900,000 Euro) (variously, "Credit" and
        "Financing"), to assist in financing the project described in Schedule 1 to this
        Agreement ("Project").

2.02.   The Recipient may withdraw the proceeds of the Financing in accordance with
        Section IV of Schedule 2 to this Agreement.

2.03.   The Maximum Commitment Charge Rate payable by the Recipient on the
        Unwithdrawn Financing Balance shall be one-half of one percent ( 1/2 of l % ) per
        annum.

2.04.   The Service Charge payable by the Recipient on the Withdrawn Credit Balance
        shall be equal to three-fourths of one percent (3/4 of 1% ) per annum.

2.05.   The Interest Charge payable by the Recipient on the Withdrawn Credit Balance
        shall be equal to zero point seven one of one percent (0.71 of 1%) per annum.

2.06.   The Payment Dates are May 15 and November 15 in each year.

2.07.   The principal amount of the Credit shall be repaid in accordance with the
        repayment schedule set forth in Schedule 3 to this Agreement.

2.08.   The Payment Currency is Euro.

                                                                                            ...
                                            -2-


                              ARTICLE III -       PROJECT

3.01.   The Recipient declares its commitment to the objectives of the Project. To this
        end, the Recipient shall carry out the Project through the National Treasury in
        accordance with the provisions of Article IV of the General Conditions.

3.02.   Without limitation upon the provisions of Section 3.01 of this Agreement, and
        except as the Recipient and the Association shall otherwise agree, the Recipient
        shall ensure that the Project is carried out in accordance with the provisions of
        Schedule 2 to this Agreement.

               ARTICLE IV -       REMEDIES OF THE ASSOCIATION

4.01.   The Additional Events of Suspension consist of the following, namely that, at
        any time before the Closing Date, the Recipient has, in the opinion of the
        Association: (a) failed to apply sound environmental and social standards or
        measures in its management of PPP infrastructure projects in its jurisdiction that
        have commenced or been materially restructured subsequent to the date of this
        Agreement; and/or (b) the Recipient has materially commenced the development
        of any investment project, on any dams in the Project area, prior to the
        completion of feasibility studies referred to in Section I.E.4 of Schedule 2 to this
        Agreement.

                           ARTICLE V -TERMINATION

5.01.   The Additional Condition of Effectiveness consists of the following, namely that
        the Recipient has updated the Project Implementation Manual in accordance with
        the provisions of Section LB. I of Schedule 2 to this Agreement.

5.02.   The Effectiveness Deadline is the date ninety (90) days after the date of this
        Agreement.

5.03.   For purposes of Section 8.05 (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 date of this
        Agreement.
                                           -3-


               ARTICLE VI -       REPRESENTATIVE; ADDRESSES

6.01.   The Recipient's Representative is its Cabinet Secretary for National Treasury.

6.02.   The Recipient's Address is:

                National Treasury
                Treasury Building
                Haram bee A venue
                P.O Box 30007-00100
                Nairobi
                Republic of Kenya

6.03.   The Association's Address is:

                International Development Association
                1818 H Street, N.W.
                Washington, D.C. 20433
                United States of America

                Telex:                  Facsimile:

                248423 (MCI)             1-202-477-6391
                                     -4-


        AGREED at _ _ _      tJ_Ai_r1-0_g_(___               ____, as
                                                 -~/i._e_~~Y_A              of
the day and year first above written.




                            REPUBLIC OF KENYA




                            By




                            INTERNATIONAL DEVELOPMENT ASSOCIATION




                            By



                                                      Authorized Representative
                                           -5-


                                     SCHEDULE 1

                                  Project Description

         The objective of the Project is to increase private investment in the Recipient's
infrastructure market across sectors and to sustain this participation over an extended
period of time.

Part 1. Support to Institutional Strengthening

(a)     Upstream Support to PPP Institutions

        (i)     Carrying out further policy dialogue and analyses, including designing
                strategies for specific sectors of the proposed PPP projects.

        (ii)    Preparing standard procurement documentation for the PPP projects.

        (iii)   Caqying out a program of activities designed to enhance the technical
                capacity building of PPP institutions, including enhancing capacity for
                preparation, procurement, fiscal commitment and contingency liability
                and implementation of PPP projects.

        (iv)    Reviewing existing national law, regulations and policy to support
                drafting of practice notes and guidelines on application and process at
                County level.

(b)     Support to Capacity Building Activities

        Carrying out a program of activities designed to enhance the capacity of the
        national and County Governments for preparation, PPP project based training
        geared towards creating a moderate level of awareness and understanding of
        principles, concepts and processes of PPPs, such program to include:

        (i)     preparing a PPP curriculum and study material for national and County
                governments;

        (ii)    supporting activities relating to PPP certification of government officials
                at national and County levels; and

        (iii)   carrying out public awareness campaigns, workshops and hosting of
                investment conferences.
                                          -6-


Part 2. Support to Project Preparation and Procurement

       Carrying out a program of activities designed to assist the Recipient, at national
       and County level, to prepare well-structured and bankable PPP projects with
       optimal risk allocation, such program to include carrying out feasibility
       assessments, safeguards and environmental assessments, preparing bid
       documents and providing hands-on support during bid-negotiations and other
       processes leading to commercial and financial close of PPP transaction.

Part 3. Project Management

       Carrying out a program of activities designed to support the Recipient in the
       implementation, coordination, administration, monitoring and evaluation of the
       Project, through the provision of technical assistance, training, acquisition of
       goods, Operating Costs and minor rehabilitation and refurbishment of relevant
       offices.
                                           -7-


                                    SCHEDULE2

                                  Project Execution

Section I.      Implementation Arrangements

A.      Institutional Arrangements

1.      To ensure proper and efficient implementation of the Project, the Recipient shall
        maintain, throughout the period of implementation of the Project, the following
        structures, all with a mandate, composition, staffing and resources acceptable to
        the Association: (a) the PPP Committee to be responsible for providing overall
        policy direction and general oversight of the Project, including the review and
        approval of A WPBs; (b) the Officer Administering the Fund (OAF) who will be
        responsible for managing and administering the Project; and (c) OAF Secretariat
        to be responsible for the day-to-day technical and administrative support,
        including financial management, procurement, monitoring and evaluation of the
        Project.

B.      Project Implementation Manual

1.      The Recipient shall: (a) (i) update, under terms of reference satisfactory to the
        Association, and furnish to the Association the Project Implementation Manual to
        include a verification protocol containing the technical standards and
        arrangements and procedures for the monitoring, reporting and verification of
        DLis; and (ii) thereafter adopt and carry out the Project in accordance with such
        updated Project Implementation Manual as shall have been approved by the
        Association; and (b) except as the Association shall otherwise agree in writing,
        not amend or waive, or permit to be amended or waived any provision of the
        Project Implementation Manual.

2.      In case of a conflict between the prov1s10ns of the Project Implementation
        Manual and this Agreement, those of this Agreement shall prevail.

C.      Annual Works Plans and Budgets

1.      The Recipient shall furnish to the Association not later than February 28 of each
        fiscal year of the Recipient during the implementation of the Project ( or such
        later date as the Association may agree) for the Association's approval, an
        Annual Work Plan and Budget ("A WPB") containing all Project activities and
        Eligible Expenditures proposed to be included in the Project in the Recipient's
        following fiscal year.

2.      The Recipient shall ensure that the Project is implemented in accordance with the
        A WPB accepted by the Association for the Recipient's respective fiscal year
                                        -8-


     (provided, however, that in the event of any conflict between the A WPB and the
     provisions of this Agreement, the provisions of this Agreement shall prevail).

3.   The Recipient shall not make or allow to be made any change to the A WPB
     without prior approval in writing by the Association.

D.   DLI Monitoring and Reporting

1.   The Recipient shall, not later than three (3) months after the Effective Date,
     appoint, and thereafter maintain throughout the Project implementation period,
     an independent verification agent, with terms of reference and qualifications
     satisfactory to the Association, for the purpose of carrying out independent
     verifications of the status of achievement of DLI Targets in accordance with the
     verification protocol and procedures set out in the Project Implementation
     Manual.

2.   Without limitation on its other reporting obligations under this Agreement, the
     Recipient shall: (a) not later than September 30 of each year during the Project
     implementation period, furnish reports to the Association on the status of
     achievement of the relevant DLI Targets; and (b) not later than November 30 of
     each year during the Project implementation period, furnish to the Association
     the reports of the independent verification agent referred to in paragraph 1 above,
     all in accordance with the verification protocol and procedures set out in the
     Project Implementation Manual.

E.   Safeguards

1.   The Recipient shall ensure that the Project is implemented in accordance with the
     Safeguard Frameworks and the Safeguard Instruments. To that end, if any Project
     activities would, pursuant to the relevant Safeguard Framework, require the
     preparation of a Safeguard Instrument, the Recipient shall ensure that said
     activities shall not be implemented unless and until said Safeguard Instrument
     has been: (a) prepared, in accordance with the relevant Safeguard Framework and
     furnished to the Association for approval; and (b) disclosed following approval
     of the Association; and (c) all measures required to be taken thereunder prior to
     the commencement of said Project activities have been taken. Except as the
     Association shall otherwise agree in writing, and subject to compliance with the
     same consultation and information disclosure requirements as applied to the
     adoption of the aforesaid Safeguard Instruments in the first instance, the
     Recipient shall not amend or waive any provision of the Safeguard Instruments.

2.   The Recipient shall, in its Project Reports, report on progress made on
     compliance with the Safeguards Instruments under the Project, giving details of
     measures taken in furtherance of the Safeguard Instruments and any conditions
     which interfere or threaten to interfere with the timely implementation of the
                                            -9-


        Safeguards Instruments, and remedial measures taken or required to be taken to
        address such conditions.

3.      The Recipient shall ensure that all advisory, analytical, planning, institutional
        capacity building, strategizing and such other services carried out under the
        Project shall be carried out according to terms of reference, satisfactory to the
        Association, requiring such services to deliver products which take into account,
        and are consistent with, the Association's Social and Environmental Safeguards
        Policies.

4.      The Recipient shall establish, prior to carrying out the feasibility studies for any
        dams in the PPP pipeline within the Project area, an independent Dam Safety
        Advisory Panel comprising at least three (3) experts acceptable to the
        Association, under terms of reference acceptable to the Association, which shall
        be responsible, inter alia, to provide advice relating to dam safety and other
        critical aspects of such dams, including by providing support for the formulation
        of dam safety management plans. The Recipient shall convene meetings with
        said Dam Safety Advisory Panel periodically throughout the Project
        implementation period, as further detailed in the Project Implementation Manual.

F.      Anti-Corruption

        The Recipient shall ensure that the Project is carried out in accordance with the
        Anti-Corruption Guidelines.

Section II.     Project Monitoring, Reporting and Evaluation

A.      Project Reports

1.      The Recipient shall monitor and evaluate the progress of the Project and prepare
        Project Reports in accordance with the provisions of Section 4.08 of the General
        Conditions and on the basis of indicators acceptable to the Association and set
        forth in the Project Implementation Manual. Each Project Report shall cover the
        period of one calendar quarter, and shall be furnished to the Association not later
        than forty-five (45) days after the end of the period covered by such report.

B.      Financial Management, Financial Reports and Audits

I.      The Recipient shall maintain or cause to be maintained a financial management
        system in accordance with the provisions of Section 4.09 of the General
        Conditions.

2.      The Recipient shall prepare and furnish to the Association not later than forty-
        five (45) days after the end of each calendar quarter, interim unaudited financial
        reports for the Project covering the quarter, in form and substance satisfactory to
        the Association.
                                           -10-


3.      The Recipient shall have its Financial Statements audited in accordance with the
        provisions of Section 4.09 (b) of the General Conditions. Each audit of the
        Financial Statements shall cover the period of one fiscal year of the Recipient.
        The audited Financial Statements for each such period shall be furnished to the
        Association not later than six (6) months after the end of such period.

Section III.    Procurement

        All goods, works, non-consulting services and consulting services required for
        the Project and to be financed out of the proceeds of the Financing shall be
        procured in accordance with the requirements set forth or referred to in the
        Procurement Regulations and the provisions of the Procurement Plan.

Section IV.     Withdrawal of the Proceeds of the Financing

A.      General

1.      The Recipient may withdraw the proceeds of the Financing in accordance with
        the provisions of Article II of the General Conditions, this Section, and such
        additional instructions as the Association shall specify by notice to the Recipient
        (including the "World Bank Disbursement Guidelines for Investment Project
        Financing", dated February 2017, as revised from time to time by the Association
        and as made applicable to this Agreement pursuant to such instructions), to
        finance Eligible Expenditures as set forth in the table in paragraph 2 below.

2.      The following table specifies the categories of Eligible Expenditures that may be
        financed out of the proceeds of the Financing ("Category"), the allocations of the
        amounts of the Financing to each Category, and the percentage of expenditures to
        be financed for Eligible Expenditures in each Category:


                                                                       Percentage of
                                              Amount of the         Expenditures to be
                                           Financing Allocated           Financed
               Category                    (expressed in EUR)       (inclusive of Taxes)

 (I) Goods, works, non-consulting                     2,900,000     100%
     services, consulting services,
     Training and Operating Costs for
     Part 3 of the Project

 (2) Eligible Expenditure Programs                   44,000,000     100%
     under Parts I and 2 of the Project

 TOTAL AMOUNT                                        46,900,000
                                       -11-


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 date of this Agreement.

     (b)     for Eligible Expenditure Programs under Category (2), unless and until
             the Recipient has:

             (i)     furnished evidence satisfactory to the Association in accordance
                     with the verification protocol set forth in the Project
                     Implementation Manual that the Recipient has achieved the
                     respective DLI Targets set forth in Schedule 4 to this Agreement
                     against which withdrawal is requested; and

             (ii)    complied with the additional instructions referred to in Section
                     IV.A of this Schedule, including furnished to the Association the
                     applicable interim unaudited financial reports documenting the
                     incurrence of Eligible Expenditure Programs during the
                     respective fiscal year up to the date against which withdrawal is
                     requested; or

2.   Notwithstanding the provisions of Part B.l(b) of this Section, if the Association
     shall determine, based on the evidence furnished by the Recipient under Part
     B .I (b) of this Section, that:

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

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

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

             (ii)    disburse in whole or in part the withheld amount of the
                     Financing allocated to such DLI Target at any later time prior to
                     the Closing Date if and when the Association shall be satisfied
                     that the DLI Target for any subsequent fiscal year (if applicable)
                     under the same DLI has been fully achieved;
                                      -12-


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

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

3.   The Closing Date is October 31, 2022.
                                        -13-


                                   SCHEDULE3

                                Repayment Schedule



                                                   Principal Amount of the Credit
                                                              repayable
              Date Payment Due                      (expressed as a percentage)*

On each May 15 and November 15:

commencing November 15, 2022 to and including                   1.65%
May 15, 2042

commencing November 15, 2042 to and including                   3.4%
May 15, 2047


* 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 3.03(b) of
the General Conditions.
                                         -14-


                                   SCHEDULE4

                     DISBURSEMENT LINKED INDICATORS

        Category                                                        Amount of the
(including Disbursement                                                   Financing
   Linked Indicator as        Disbursement Linked Result                  Allocated
       applicable)                  (as applicable)                  (expressed in EUR)

(1) DLI #1: Strengthen    DLR#J.J: PFF regulations gazette-               930,000
PPP institutions and      FY18
capacity building
                          DLR#J.2: PFF governance and                     930,000
                          operational manual approved and
                          implemented-FY 18

                          DLR#l.3: PFF seed money provided-
                                                                          930,000
                          FY18

                          DLR#l.4: Baseline circular to country
                                                                         1,400,000
                          government on PFF issued-FYI 9

                          DLR#J.5: Baseline circular to country
                          government on FCCL Framework
                                                                         1,400,000
                          issued-FYI 9

                          DLR#J.6: Model templates for
                          procurement for at least 3 sectors
                                                                         1,800,000
                          drafted-FY 20

                          DLR#/. 7: Applications processed for
                          the viability gap fund window for the
                          PFF-FY21                                        930,000

                          DLR#J.8: All success fees for
                          financially closed projects deposited in
                          the PFF-FY2 l, and                              460,000

                          DLR#J.9: Liquidity reserve created -
                          FY22                                            460,000


(2) DLI#2: Achieve PPP    DLR#2.1: At least 3 PFF funding                4,700,000
project preparation and   agreements** signed- FYI 8
procurement targets
                                           -15-


                            DLR#2.2: At least 3 additional 2 PFF        9,400,000
                            funding agreements signed-FYI 9

                            DLR#2.3: At least 2 additional PFF          4,600,000
                            funding agreements signed for national
                            PPP pipeline FY20

                            DLR#2.4: At least I PFF funding             1,900,000
                            agreement signed for County PPP
                            pipeline-FY20

                            DLR#2.5 At least 2 additional PFF           4,670,000
                            funding agreements signed for national
                            PPP pipeline FY2 l

                            DLR#2.6: At least I PFF funding             1,900,000
                            agreement signed for County PPP
                            pipeline-FY2 l

                            DLR#2. 7: At least 2 additional PFF         1,450,000
                            funding agreements signed for national
                            PPP pipeline FY22

                            DLR#2.8 At least I additional PFF           1,450,000
                            funding agreements signed for national
                            PPP pipeline FY22


(3) DLI #3: Reach PPP       DLR #3.1: At least I PPP project
                                                                        1,880,000
project financial closure   achieved financial close FY20

                            DLR #3.2 At least 1 additional PPP
                                                                        1,880,000
                            project achieved financial close FY2 l

                            DLR #3.3 At least 2 additional PPP
                                                                         930,000
                            project achieved financial close FY 22


 *FY=Fiscal Year
 ** PFF funding agreements: includes agreements signed outside of the IFPPP project
 scope
                                          -16-


                                      APPENDIX

Section I.      Definitions

I.      "Annual Work Plan and Budget" or "A WPB" means each annual work plan,
        together with the related budget, for the Project approved by the Association
        pursuant to the provisions of Section LC of Schedule 2 to this Agreement.

2.      "Anti-Corruption Guidelines" means 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.

3.      "Category" means a category set forth in the table in Section IV of Schedule 2 to
        this Agreement.

4.      "County" means a devolved government structure established under Article 176
        of the Recipient's Constitution of 2010.

5.      "County Government" or "CG" means the government established by the
        County, in accordance with the laws of the Recipient.

6.      "Disbursement Linked Indicator" and the acronym "DLI" each means any one of
        the indicators set out in the table in Schedule 4 to this Agreement for the
        purposes of Parts 1 and 2 of the Project; and "DLis" means, collectively, all such
        DLis.

7.      "Dam Safety Advisory Panel" means the panel to be appointed by the Recipient
        pursuant to Section I.E.4 of Schedule 2 to this Agreement, consisting of three
        experts for the purposes of, inter alia, reviewing the safety and operational
        aspects of the dams referred to in Section I.E.4 of Schedule 2 to this Agreement.

8.      "DLI" or "Disbursement Linked Indicator" means any one of the indicators set
        out in the table in Schedule 4 to this Agreement; and "DLis" means, collectively,
        all such DLis.

9.      "DLI Target" means the annual targets set to be achieved under each DLI as set
        forth in the table in Schedule 4 to this Agreement.

10.     "DLI Target Achievement Date" means, with regard to each DLI Target, the end
        of the calendar period during which the relevant DLI Target is set to be achieved
        as set forth in the table in Schedule 4 to this Agreement.

11.     "Disbursement Linked Result" or "DLR" means the result on the basis of the
        achievement of which, the amount of the Financing allocated to said result may
                                         -17-


       be withdrawn in accordance with the provisions of said Schedule 4 to the
       Financing Agreement.
12.    "Eligible Expenditure Program" means a set of defined eligible expenditures for
       goods, works, consulting services, non-consulting services, Training and
       Operating Costs incurred by the Recipient under Parts 1 and 2 of the Project, and
       for which respective DLis have been met.

I 3.   "ESIA" or "Environmental and Social Impact Assessment" means any
       assessment to be prepared in accordance with the environmental and social
       screening guidelines, procedures and forms included in the ESMF, each such
       assessment in form and substance satisfactory to the Association, defining details
       of potential environmental and social risks and adverse impacts associated with
       the implementation of Project activities.

I 4.   "ESMF" means the Environment and Social Management Framework prepared
       and adopted by the Recipient, entitled 'Government of Kenya, Ministry of
       Finance, Kenya Infrastructure Finance & Public-Private Partnership (IFPPP)
       Program, Final Draft, Environmental and Social Management Framework' and
       dated April 2012, updated on February I 4, 2017, and disclosed locally on
       February 15, 2017, and at the Infoshop on February 21, 2017.
15.    "ESMP" means an Environmental and Social Management Plan, acceptable to
       the Association and prepared in accordance with the ESMF for each PPP project
       to be developed under Part 2 of the Project, and "ESMPs" means, collectively, all
       such plans.
I 6.   "FCCL Framework" means fiscal commitment and contingent liability
       framework established under the Recipient's National Treasury which provides
       the structure for the overall management of financial obligations that arise from
       PPP transactions.

17.    "FY" means the Recipient's fiscal year which covers the period from July I to
       June 30.

18.    "General Conditions" means the "International Development Association
       General Conditions for Credits and Grants", dated July 31, 20 I 0, with the
       modifications set forth in Section II of this Appendix.

I 9.   "National Treasury" means the Recipient's ministry responsible for finance.

20.    "OAF Secretariat" means the secretariat established pursuant to regulations under
       the PPP Act of2013 and includes the Project implementation unit, and referred to
       in Section I.A. I of Schedule 2 to this Agreement.

21.    "Officer Administering the Fund" or "OAF" means the office established
       pursuant to the regulations under the PPP Act of2013 which shall be responsible
                                         -18-


      for managing the Project as specified m Section I.A of Schedule 2 to this
      Agreement.

22.   "Operating Costs" means the reasonable incremental expenses incurred by the
      Recipient and approved by the Association attributable to Project
      implementation, management, and monitoring, consisting of costs of the
      following: office supplies and consumables; communication; office rentals and
      utility costs, costs for operation and maintenance of office vehicles; per diem and
      travel costs for Project staff; reasonable bank charges; allowances and salaries of
      contractual staff (but excluding the salaries of the Recipient's civil servants).

23.   "Original Financing Agreement" means the financing agreement for a
      Infrastructure Finance and Public Private Partnerships Project between the
      Recipient and the Association, dated December 5, 2012, as amended to the date
      of this Agreement (Credit No. 5157-KE).

24.   "Original Project" means the Project described in Schedule 1 to the Original
      Financing Agreement.

25.   "Procurement Plan" means the Borrower's procurement plan for the Project,
      dated April 26, 2017, and provided for under Section IV of the Procurement
      Regulations, as the same may be updated from time to time in agreement with the
      Association.

26.   "Procurement Regulations" means the "World Bank Procurement Regulations for
      Borrowers under Investment Project Financing", dated July 1, 2016.

27.   "Project Implementation Manual" means the Project Implementation Manual
      dated January 2013, as updated in accordance with the provisions of Section LB
      of Schedule 2 to this Agreement, as the same may be amended in accordance
      with the provisions of said Section.

28.   "PFF" or "Project Facilitation Fund" means the PPP project facilitation fund
      established pursuant to Section 68 of the PPP Act of 2013, for purposes of
      supporting the Recipient's PPP program.

29.   "Public-Private Partnerships" or "PPP" means an arrangement between the
      Recipient and a private party under which the private party undertakes to perform
      a public function or service on behalf of government for return.

30.   "Public-Private Partnerships Committee" means the committee established
      pursuant to Section 7(f) of the PPP Act of 2013, which shall act as oversight
      committee for the Project as specified in Section I.A of Schedule 2 to this
      Agreement.
                                         -19-


31.   "Resettlement Action Plan" or "RAP" means the plan, satisfactory to the
      Association, to be prepared by the Recipient on the basis of the ESMF and RPF,
      as the said document may be amended and/or supplemented from time to time
      with the prior written concurrence of the Association and subject to the initial
      consultation and disclosure requirements carried out on the RAP, including, inter
      alia, a program of actions, measures and policies for the compensation,
      resettlement and rehabilitation of persons affected by the implementation of the
      Project, as the case may be, including as a result of the acquisition of land and
      other assets, and loss of access to land, other assets or income, whether
      permanent or temporary, together with adequate institutional, monitoring,
      reporting and grievance redress arrangements capable of ensuring proper
      implementation of, and regular compliance with, its terms, as such Plan may be
      updated from time to time with the prior approval of the Association.

32.   "Resettlement Policy Framework" or "RPF" means the framework prepared and
      adopted by the Recipient, entitled 'Ministry of Finance: Resettlement Policy
      Framework (RPF) for Public Private Partnership (PPP) Projects, Draft Final
      Report' and dated April 2012, and updated on February 14, 2017, and disclosed
      locally on February 15, 2017, and at the Infoshop on February 21, 2017.

33.   "Safeguard Frameworks" means, collectively, the ESMFs, RPF and VMGF; and
      "Safeguard Framework" means any one of the Safeguard Frameworks.

34.   "Safeguard Instrument" means, in respect of a given Project activity: (a) for
      which the ESMF requires an ESIA, said ESIA; (b) for which the ESIA requires
      an ESMP, said ESMP; (c) for which the RPF requires a RAP, said RAP; and
      (d) for which a VMGF requires a VMGP, said VMGP; all as shall have been
      prepared in accordance with the provisions of Section I.E of Schedule 2 to this
      Agreement.

35.   "Social and Environmental Safeguard Policies" means the Association social and
      environmental safeguard policies which for purposes of this operation include
      Operational Policy (OP) 4.01 on Environmental Assessment, OP 4.04 on Natural
      Habitats, OP 4.09 on Pest Management; OP 4.11 on Physical and Cultural
      Resources, OP 4.10 on Indigenous Peoples, OP 4.12 on Involuntary
      Resettlement, and OP 4.37 on Dam Safety.

36.   "Training" means the reasonable costs of training under the Project, based on
      annual budgets approved by the Association, and attributable to seminars,
      workshops, study programs and tours, along with tuition, travel and subsistence
      allowances for training participants, services of trainers, rental of training
      facilities, preparation and reproduction of training materials, and other activities
      directly related to course preparation and implementation.
                                           -20-


37.     "Vulnerable and Marginalized groups" or "VMGs" means distinct, vulnerable,
        social and cultural groups that may be identified pursuant to the criteria outlined
        in the VMGF for the purposes of this Project.

38.     "Vulnerable and Marginalized Groups Framework" or "VMGF" means an
        instrument prepared by the Recipient, satisfactory to the Association, dated
        February 14, 2017, and disclosed locally on February 15, 2017, and at the
        Infoshop on February 21, 2017, outlining the basis for identifying vulnerable
        peoples and their rights, the appropriate consultative process as well as guidelines
        to avert, minimize, mitigate, or provide culturally appropriate compensation for
        any potentially adverse effects as the same may be amended from time to time
        with the Association's prior written concurrence.

39.     "Vulnerable and Marginalized Groups Plan" or "VMGP" means each of the
        plans to be prepared by the Recipient, satisfactory to the Association, which sets
        out the measures to be carried out by the Recipient to ensure that: (a) VMGs
        affected by the project receive culturally appropriate social and economic
        benefits; and (b) when potential adverse effects on VMGs are identified, those
        adverse effects are compensated for, avoided, minimized, or mitigated.

Section II.     Modifications to the General Conditions

        The General Conditions are hereby modified as follows:

1.      Section 3.02 is modified to read as follows:

        "Section 3.02. Service Charge and Interest Charge

        (a)     Service Charge. The Recipient shall pay the Association a service charge on
                the Withdrawn Credit Balance at the rate specified in the Financing
                Agreement. The Service Charge shall accrue from the respective dates
                on which amounts of the Credit are withdrawn and shall be payable
                semi-annually in arrears on each Payment Date. Service Charges shall be
                computed on the basis of a 360-day year of twelve 30-day months.

        (b)     Interest Charge. The Recipient shall pay the Association interest on the
                Withdrawn Credit Balance at the rate specified in the Financing
                Agreement. Interest shall accrue from the respective dates on which
                amounts of the Credit are withdrawn and shall be payable semi-annually
                in arrears on each Payment Date. Interest shall be computed on the basis
                of a 360-day year of twelve 30-day months."

2.      Paragraph 28 of the Appendix ("Financing Payment") is modified by inserting
        the words "the Interest Charge" between the words "the Service Charge" and
        "the Commitment Charge".
                                       -21-


3.   The Appendix is modified by inserting a new paragraph 32 with the following
     definition of "Interest Charge", and renumbering the subsequent paragraphs
     accordingly:

     "32. "Interest Charge" means the interest charge specified in the Financing
     Agreement for the purpose of Section 3.02 (b)."

4.   Renumbered paragraph 37 ( originally paragraph 36) of the Appendix ("Payment
     Date") is modified by inserting the words "Interest Charges" between the words
     "Service Charges" and "Commitment Charges".

5.   Renumbered paragraph 50 (originally paragraph 49) of the Appendix ("Service
     Charge") is modified by replacing the reference to Section 3.02 with Section 3.02
     (a).