C , OFFICIAL 'L v-c IDOCUMENTSA The World Bank 1818 'FStreet NP. (202) 473-1000 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT, . A.h.innton fl 20433 Cable Address: INTBAFRAD INTERNATIONAL DEVELOPMENT ASSOCIATION U S.A Cable Address: INDEVAS April 25, 2014 Public Disclosure Authorized Ms. Zou Jiayi Director-General International Department Ministry of Finance Sanlihe, Beijing People's Republic of China RE: Han River Urban Environment Improvement Project Loan Number 7517-CN Amendment to 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 July 3, 2008 (the Loan Agreement) and the Project Agreement of the same date between the Bank and Hubei Province (the Project Agreement) for the Han River Urban Environment Improvement Project (the Project). We also refer to your letters dated July 5, 2013 and April 17, 2014, requesting certain amendments to the Loan Agreement relating to reallocation, increase in disbursement percentage, changes to the Parts of the Project and the Project indicators, and extension of closing date. We are pleased to inform you that the Bank concurs with the request, and accordingly Public Disclosure Authorized amends the Project Agreement as provided in the letter of even date herewith from the Bank to Hubei Province (the "Letter of Amendment of the Project Agreement"); and the Loan Agreement is amended as set forth below subsequent to the request. 1. Part B of Schedule I is amended to read as follows (emphasis added): "Part B. Solid Waste Management Improving the management of solid waste in selected Project Counties/Cities including, construction of sanitary landfills and solid waste collection and transfer facilities, construction of leachate treatment facilities, provision of related equipment, and closure of existing dump sites; and carrying out resettlement and rehabilitation of Displaced Persons in connection with the implementation of activities under this Part B of the Project." Public Disclosure Authorized 2. The table in Section IV.A.2 of Schedule 2 is amended to read as set forth in Annex 1 to this amendment letter. Ms. Zou Jiayi -2- April 25, 2014 3. Section IV.B.2 of Schedule 2 is amended to read as follows (emphasis added): "2. The Closing Date is June 30, 2015." 4. Appendix 1, Section 1, Definitions: (a) The definition of "EMPs" is revised to read as follows (emphasis added): "4. The acronym "EMPs" means, collectively, the following plans all dated August 2007, and updated on February 14, 2014, which set out the environmental protection measures in respect of the Project, as well as administrative and monitoring arrangements to ensure the implementation of said plans, as said plans may be revised from time to time with the agreement of the Bank: (a) the five (5) Environmental Impact Assessments and Environmental Management Plans for the solid waste management investments under the Project in each of Honghu City, Hanchuan City, Dawu County, Xiaochang County, and Shayang County; and (b) the five (5) Environmental Impact Assessments and Environmental Management Plans for the wastewater network investments under the Project in each of Honghu City, Hanchuan City, Xiangfan Municipality, Yunmeng County, and Shayang County. The acronym "EMP" means, individually, any such plan." (b) The definition of "RAPs" is revised to read as follows (emphasis added): "13. The acronym "RAPs" means, collectively, the following plans, all dated July 31, 2007, which 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 the execution of Parts A and B 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: (a) the two (2) Resettlement Action Plans for solid waste landfill and wastewater treatment plant investments under Parts A and B of the Project to be carried out in Hanchuan City and Shayang County; (b) the two (2) Resettlement Action Plans for solid waste landfill investments under Part B of the Project to be carried out in Xiaochang County and Dawu County; (c) the Resettlement Action Plan for wastewater treatment plant investments under Part A of the Project to be carried out in Yunmeng County; (d) the Resettlement Action Plan for solid waste landfill and sewage pipe network investments under Part B of the Project to be carried out in Honghu City; and Ms. Zou Jiayi - 3 - April 25, 2014 (e) the Resettlement Action Plan for sewage pipe network investments under Part B of the Project to be carried out in Xiangfan City. The acronym "RAP" means, individually, any such plan." 5. Appendix 2, is amended to read as set forth in Annex 2 to this amendment letter. 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 upon receipt by the World Bank of: (a) a duly countersigned original of this letter by the authorized representative of the Borrower; (b) a duly countersigned original of the Letter of Amendment of the Project Agreement of the same date by the authorized representative of Hubei Province. Sincerely yours, Klaus Rohland Country Director, China East Asia and Pacific Region CONFIRMED: PEOPLE'S REPUBLIC OF CHINA By: f4 4 Authorized Representative Name: Ntit- ~flf' Title: f6 r jeailttr %'/ j#zvr,,rO Date: ,. Copy to: Mr. Wang Guosheng Governor of Hubei Province c/o Hubei Financial Department No.8, Zhongbeilu, Wuchang District Wuhan, Hubei Province People's Republic of China Ms. Zou Jiayi -4- April 25, 2014 ANNEX 1 Amount of the Loan Percentage of Allocated Expenditures Category (expressed in Dollars) to be financed (1) Goods and works under Part A of the Project to be carried out in: (a) Hanchuan County 11,593,600 87% (b) Honghu City 2,213,500 87% (c) Shayang County 7,196,800 98% (d) Tianmen County 0 0% (e) Xiaochang County 0 0% (f) Xiangfan County 3,911,300 82% (g) Yunmeng County 11,270,330 87% (2) Goods and works under Part B of the Project to be carried out in: (a) Danjiangkou City 0 0% (b) Dawu County 9,108,420 98% (c) Hanchuan County 11,057,043 87% (d) Honghu City 7,227,271 87% (e) Shayang County 7,447,939 98% (f) Xiaochang County 7,677,250 95% (g) Yunmeng County 0 0% (3) Consultants' services and training under Part D of the Project to be carried out in: (a) Danjiangkou City 103,431.73 (b) Dawu County 143,791.01 (c) Hanchuan County 491,766.46 (d) Honghu City 215,809.37 100% (e) Shayang County 342,213.01 (f) Tianmen County 183,053.23 (g) Xiaochang County 265,943.67 (h) Xiangfan County 109,107.69 (i) Yunmeng County 312,594.17 (j) Project Counties/Cities 2,918,836.66 (4) Front-end Fee 210,000 Amount payable pursuant to Section 2.03 of this Agreement in accordance with Section 2.07(b) of the General Conditions TOTAL AMOUNT 84,000,000 Ms. Zou Jiayi -5- April 25, 2014 ANNEX 2 APPENDIX 2 Project Company is established and operating pursuant to Type of its Charter and Business License as follows: Name of investment Name of Project to be Project Date Of Business Date of County/City carried out Company Charter License Number Business License 1. Dawu Solid waste Dawu Solid Waste Management Company July 20, 2007 420922000000040 July 24, 2007 County 2. Hanchuan Wastewater Hanchuan Hanjiang Wastewater Treatment September 10, 4209841101134 September 18, 2007 County Company Limited 2007 Solid waste Hanchuan Chuanjie Solid Waste September 14, 4209841101133 September 18, 2007 Management Company Limited 2007 3. Honghu Wastewater Honghu Huqing Wastewater Company July 2, 2007 4210831001371 July 5, 2007 County Solid waste Honghu Hongjie Solid Waste Management July 2, 2007 4210831001370 July 5, 2007 Company 4. Shayang Wastewater Shayang Kanglu Drainage Company November 8, 2006 4208031100830 November 17, 2006 County Solid waste Shayang Jieyang Solid Waste Management May 30, 2007 4208031200880 June 14, 2007 Company 5. Xiangfan Wastewater Xiangfan Wastewater Treatment Company September 26, 4206001150113 January 14, 1994 city 2006 6. Xiaochang Solid waste Xiaochang Qingjiashan Solid Waste October 28, 2007 420921207400579 November 27, 2007 County Disposal Center Company 7. Yunmeng Wastewater Yunmeng Wastewater Treatment Company July 9, 2007 4209231021445 July 11, 2007 County.