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OFFICIAL ~L -/ DOCUMENTSi

World Bank Office,

Public Disclosure Authorized April 4, 2014 Ms. Zou Jiayi Director General International Department Ministry of Finance Sanlihe, Beijing, 100820 People's Republic of

China: Second Medium Cities Infrastructure Project (Loan 4864-CHA) Amendment to the Loan Agreement

Public Disclosure Authorized Dear Ms. Zou,

We refer to the Loan Agreement between the People's Republic of China (the "Borrower") and the International Bank for Reconstruction and Development (the "Bank"), dated September 19, 2007, as amended on April 1, 2008 (the "Loan Agreement"), and to the Project Agreement of the same date between the Bank and Liaoning Province (the "Project Agreement"), for the Second Liaoning Medium Cities Infrastructure Project. We also refer to the letter from Mr. Chen Shixin, Deputy Director General, International Department, Ministry of Finance dated August 7, 2013 as well as to recent discussions between the Borrower and the Bank teams, requesting certain amendments to the Loan Agreement and the Project Agreement.

We are pleased to inform you that the Bank concurs with the request, and accordingly

Public Disclosure Authorized amends the Loan Agreement as set forth below, and the Project Agreement as provided in the letter of even date herewith from the Bank to Liaoning Province (the "Letter of Amendment to the Project Agreement"):

1. Part C of Schedule 1 to the Loan Agreement is hereby amended to read as follows:

"Improving the infrastructure and management of solid waste services in the Project Cities (with the exception of EDZ), through: (i) constructing and/or expanding solid waste collection and transfer systems, sanitary landfills with leachate control and treatment, closure of open dumps, and other associated works; and (ii) strengthening solid waste management practices, including: developing integrated and city-wide solid waste management programs, dedicated cost accounting systems, and management information systems; and improving cost recovery through user fees." Public Disclosure Authorized 2. Parts D.2, D.3 and D.4 of Schedule 1 to the Loan Agreement are hereby amended to read as follows: Ms. Zou Jiayi Page 2 April 4, 2014

"2. Public Utility Management: Providing technical assistance with respect to: (i) a capacity building program for public utility functions in water for Yingkou, , , Haicheng and cities, and wastewater for Panjin and cities; (ii) data collection and development of an information management system for Anshan, Yingkou, and Haicheng urban water distribution networks; and (iii) studies on ecology service function and basin ecology compensation mechanism of Dahuofang reservoir.

3. Solid Waste Master Planning: Providing technical assistance to Fushun, Yingkou EDZ, Gaizhou and Panjin for solid waste management planning and its implementation with respect to: (i) development of solid waste master plans; (ii) institutional development; (iii) landfill site assessment and engineering design; (iv) procurement assistance; (v) landfill construction supervision; and (vi) training of personnel for effective operation of solid waste management systems.

4. Water Pollution Control Management: Providing technical assistance to Panjin and Gaizhou for water pollution control management, including: (i) institutional development and financial sustainability; (ii) wastewater master planning; (iii) industrial water pollution control; and (iv) sludge management."

3. Section IV.A.2 of Schedule 2 to the Loan Agreement is amended by replacing the disbursement table with the table set forth in Attachment 1 to this letter of amendment.

4. Section (h) of the Appendix to the Loan Agreement is hereby amended to read as follows:

"Environmental Management Plan" means, collectively, the Environmental Management Plans dated September 2006, April 2009, and April 2011, prepared for the Project, and any other environmental management plans to be prepared pursuant to Section 1.3(b) of the Schedule to the Project Agreement, which said plans set out the environmental protection measures in respect of the Project, as well as the administrative and monitoring arrangements to ensure the implementation of said plans, as said plans may be revised from time to time with the prior agreement of the Bank.

5. Section (aa) of the Appendix to the Loan Agreement is hereby amended to read as follows:

"Resettlement Action Plans" means, collectively, the Resettlement Action Plan dated August 2006, prepared on behalf of Yingkou for Part A of the Project; the Resettlement Action Plan dated August 2006, prepared on behalf of Yingkou for Part B of the Project; the Resettlement Action Plan dated December 2006, prepared on behalf of Panjin for Part A of the Project; the Resettlement Action Plan dated December 2006, prepared on behalf of Haicheng for Part B of the Project; the Resettlement Action Plan dated December 2006, prepared on behalf of Anshan for Part B of the Project; the Resettlement Action Plan dated December 2006, prepared on behalf of Gaizhou for Part A of the Project; the Resettlement Action Plan dated December 2006, prepared on behalf of Fushun for Part C of the Project; the Resettlement Action Plan dated April 2011, prepared on behalf of Panjin for Part C of the Project; the Resettlement Action Plan dated February 2014, prepared for Gaizhou for Part A of the Project; and any other resettlement action plans to be prepared pursuant to Section I.2(b)(ii) of the Schedule to the Project Agreement; Ms. Zou Jiayi Page 3 April 4, 2014

which said plans set out the principles and procedures governing the acquisition of land and other assets, and the resettlement, compensation and rehabilitation of Displaced Persons on account of its Respective Part of the Project, as well as monitoring and reporting arrangements to ensure compliance with said plans, as the same may be revised from time to time with the prior agreement of the Bank; and "Resettlement Action Plan" means, individually, either of the Resettlement Action Plans.

6. The reference to Yingkou EDZ in Section (cc) (viii) of the Appendix to the Loan Agreement is hereby deleted and replaced by the following sentence:

"(viii) [intentionally left blank]

Except as specifically amended in this letter, all other terms and conditions of the Loan Agreement shall remain in full force and effect.

Please confirm your agreement to the foregoing on behalf of the Borrower by countersigning and dating the corresponding form of confirmation set forth below, and returning one fully countersigned original of this letter to us. The above amendment to the Loan Agreement shall become effective as of the date of this letter, and upon receipt by the Bank of: (a) a duly countersigned original of this letter by the authorized representative of the Borrower; and (b) a duly countersigned original of the Letter of Amendment to the Project Agreement by the authorized representative of Liaoning Province.

Yours sincerely,

Klaus Rohland Country Director, China

CONFIRMED: PEOPLE'S REPUBLIC OF CHINA

By: Name: L GL Title:0W4 J-e& eref Intom,4*~1"V114''"'~ Date: 4 i

Copy to: Mr. Zhou Zhongxuan Executive Vice-Governor People's Government of Liaoning Province P.R. China Ms. Zou Jiayi Page 4 April 4, 2014

ATTACHMENT 1

Amount of the Loan Percentage of Expenditures Category Allocated to be financed (expressed in Dollars) (inclusive of Taxesl (1) Civil works (a) under Part A of the Project ) in Panjin City 8,636,900 ) (b) under Part A of the Project in Yingkou City 10,753,000 (c) under Part B of the Project ) in Anshan City 13,786,200 ) (d) under Part B of the Project ) in Haicheng City 5,852,500 ) (e) under Part B of the Project ) in Panjin City 2,788,900 ) (f) under Part B of the Project ) in City 2,148,900 ) 60% (g) under Part B of the Project in Yingkou City 17,976,300 (h) under Part B of the Project ) in Fushun City 9,189,000 ) (i) under Part C of the Project in Panjin 2,020,000

(j) under other Parts of the Project (including Part A of the Project in Gaizhou, and Parts A and C of the Project in Fushun) 13,175,200) (2) Goods: (a) under Part A of the Project ) in Panjin City 12,869,300 ) (b) under Part A of the Project in Yingkou City 13,860,000 (c) under Part B of the Project ) in Anshan City 4,140,000 ) (d) under Part B of the Project ) in Haicheng City 2,760,000 ) (e) under Part B of the Project 100% in Panjin City 10,920,000 Ms. Zou Jiayi Page 5 April 4, 2014

(f) under Part B of the Project ) in Xingcheng City 340,000 ) (g) under Part B of the Project in Yingkou City 3,950,000 (h) under Part B of the Project ) in Fushun City 16,470,700 ) (i) under Part C of the Project ) in Panjin City 9,521,400 )

(j) under other Parts of the ) Project (including Part A ) of the Project in Gaizhou, ) and Parts A and C of the ) Project in Fushun City) ) 9,709,200 ) (3) Consultants services, training, workshops, and study tours under Part D.I of the Project 1,700,000 100% Amount payable pursuant to section 2.03 of this Agreement (4) Front-end Fee in accordance with Section 2.07(b) of the General 432,500 Conditions

TOTAL AMOUNT