The World Bank 1818 H Street N.W. (202)473-1000 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Washington, D.C. 20433 Cable Address: INTBAFRAD INTERNATIONAL DEVELOPMENT ASSOCIATION U.S.A. Cable Address: INDEVAS OFFICIAL December 23, 2014 Public Disclosure Authorized DOCUMENTS Mr. Yang Shaolin Director General International Economic and Financial Cooperation Department Ministry of Finance Beijing, China Re: People's Republic of China - Liaoning Third Medium Cities Infrastructure Project Loan No. 7524-CN Amendment to the Loan Agreement Public Disclosure Authorized Dear Mr. Yang: 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 July 1, 2008, as amended thereof (the "Loan Agreement") and the Project Agreement of the same date between the Bank and Liaoning Province, as amended thereof (the "Project Agreement") for the above-referred project (the "Project"). We also refer to the letter dated June 10, 2014, from Mr. Yang Yingming, Deputy Director- General, International Department, Ministry of Finance, requesting restructuring of the Project, including, inter alia: (i) provision of financing to two (2) new activities under the Project; and (ii) inclusion of two (2) new Categories and reallocation of the Loan proceeds among certain Categories; and (iii) extension of Public Disclosure Authorized the Closing Date of the Project. After due consideration of the request and further consultations with the Borrower, the Bank proposes to amend, (i) the Loan Agreement as set out below in this letter (the "Letter of Amendment to Loan Agreement"); and (ii) the Project Agreement as provided in the letter of even date herewith from the Bank to Liaoning Province (the "Letter of Amendment to Project Agreement"). 1. Schedule 1 of the Loan Agreement: the "Project Description" is amended to read as follows [Emphasis Added]: "Part A: Centralized Heating Infrastructure Construction and rehabilitation of centralized heating systems in the Project Cities, including: Public Disclosure Authorized 1. [Deleted and Intentionally Left Blank] 2. Benxi (Steel Central Heating Supply): construction and/or rehabilitation of waste heat recovery systems including waste heat collectors, central heating networks, and pumping stations; and provision of auxiliary equipment, and plant operation and maintenance equipment. Mr. Yang Shaolin - 2 - December 23, 2014 3. Benxi Nanfen (Central Heating Supply): construction and/or rehabilitation of boiler plants, central heating networks, group substations and building level substations; and provision of meters (including building level meters), auxiliary equipment, control and monitoring equipment, and plant management and maintenance equipment. 4. [Deleted and Intentionally Left Blank] 5. Gonchangling (Central Heating Supply): construction and/or rehabilitation of boiler plants, booster pump stations, central heating networks, group substations and building level substations; and provision of meters (including building level meters), auxiliary equipment, control and monitoring equipment, and plant management and maintenance equipment. 6. [Deleted and Intentionally Left Blank] 7. Huludao Yangjiazhangzi (Central Heating Supply): construction and/or rehabilitation of boiler plants, central heating networks, group substations and building level substations; and provision of meters (including building level meters), auxiliary equipment, control and monitoring equipment, and plant management and maintenance equipment. 8. Yingkou Dashiqiao (Central Heating Supply): construction and/or rehabilitation of boiler plants, central heating networks, group substations and building level substations; and provision of meters (including building level meters), auxiliary equipment, control and monitoring equipment, and plant management and maintenance equipment. 9. Yingkou Economic Development Zone (Central Heating Supply): construction and/or rehabilitation of booster pump stations, central heating networks, group substations and building level substations, and provision of meters (including building level meters), auxiliary equipment, control and monitoring equipment, and plant management and maintenance equipment. 10. [Deleted and Intentionally Left Blank] 11. Kangping (Central Heating Supply): construction and/or rehabilitation of central heating networks, group substations and building level substations; and provision of meters (including building level meters), auxiliary equipment, control and monitoring equipment. 12. Lingyuan (Central Heating Supply): improvement of desulphurization and dust removal systems for heat sources, construction and/or rehabilitation of central heating networks, group substations and building level substations; and provision of meters (including building level meters), auxiliary equipment, control and monitoring equipment. 13. Chaoyang (Central Heating Supply): construction and/or rehabilitation of central heating networks, group substations and building level substations; and provision of meters (including building level meters), auxiliary equipment, control and monitoring equipment. 14. Yixian (Central Heating Supply): construction and/or rehabilitation of central heating networks, group substations and building level substations; and provision of meters (including building level meters), auxiliary equipment, control and monitoring equipment." Mr. Yang Shaolin -3 - December 23, 2014 2. Sections IV.A and IV.B of Schedule 2 to the Loan Agreement are amended as stated in Attachment 1 to this Letter of Amendment to Loan Agreement. 3. Section I (Definitions) in the Appendix to the Loan Agreement is amended as stated in Attachment 2 to this Letter of Amendment to Loan Agreement. Except as specifically amended in this Letter of Amendment to Loan Agreement, 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 of Amendment to Loan Agreement to us. Upon receipt by the Bank of: (a) this Letter of Amendment to Loan Agreement duly countersigned by the an authorized representative of the Borrower; and (b) the Letter of Amendment to Project Agreement duly countersigned by authorized representative of Liaoning Province, the above amendments to the Loan Agreement shall become effective. Sincerely yours, Bert Hofman Country Director, China East Asia and Pacific Region CONFIRMED: PEOPLE'S REPUBLIC OF CHINA By: ___ Authorized Representative Name: Title: Date: Mr. Yang Shaolin -4- December 23, 2014 Attachment 1 A. General 1 . The Borrower may withdraw the proceeds of the Loan in accordance with the provisions of Article II of the General Conditions, this Section, and such additional instructions as the Bank shall specify by notice to the Borrower (including the "World Bank Disbursement Guidelines for Projects" dated May 2006, as revised from time to time by the Bank 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 Loan ("Category"), the allocation of the amounts of the Loan to each Category, and the percentage of expenditures to be financed for Eligible Expenditures in each Category. Amount of the Loan Percentage of Expenditures to be Allocated financed Cate2ory (expressed in Dollars) (inclusive of Taxes) (1) Part A.1 of the Project (a) Civil works 0 0 (b) Goods (including 0 0 installation) (2) Part A.2 of the Project (a) Civil works 6,287,600 59% (b) Goods (including 0 100% installation) (3) Part A.3 of the Project (a) Civil works 6,670,792 75% (b) Goods (including 8,470,000 100% installation) (4) Part A.4 of the Project (a) Civil works 0 0 (b) Goods (including 0 0 installation) (5) Part A.5 of the Project (a) Civil works 3,572,727 34% (b) Goods (including 10,290,000 100% installation) (6) Part A.6 of the Project (a) Civil works 0 0 (b) Goods (including 0 0 installation) December 23, 2014 Mr. Yang Shaolin -5- (7) Part A.7 of the Project 40% (a) Civil works 5,015,700 (b) Goods (including 6,610,000 100% installation) (8) Part A.8 of the Project (a) Civil works 4,893,995 40% (b) Goods (including 12,826,100 100% installation) (9) Part A.9 of the Project 50% (a) Civil works 15,017,886 (b) Goods (including 12,420,000 100% installation) (10) Part A.10 of the Project 0 (a) Civil works 0 0 (b) Goods (including 0 installation) (11) Part B of the Project 0 (a) Civil works 0 0 (b) Goods (including 0 installation) (12) Consultants services, 100% training, workshops, and study 1,400,000 tours under Part C of the Project (13) Part A.11 of the Project (a) Civil works 10,884,100 43% 100% (b) Goods (including 4,860,000 installation) (14) Part A.12 of the Project 80% (a) Civil works 13,191,400 100% (b) Goods (including 9,640,000 installation) (15) Part A.13 of the Project 80% (a) Civil works 15,255,000 100% (b) Goods (including 26,280,000 installation) (16) Part A.14 of the Project 80% (a) Civil works 13,167,200 100% (b) Goods (including 3,770,000 installation) Mr. Yang Shaolin -6- December 23, 2014 (17) Unallocated 0 (18) Front-end Fee 477,500 Amount payable pursuant to Section 2.03 of this Agreement in accordance with Section 2.07(b) of the