OFFICIAL DOCUMENTS THE WORLD BANK World Bank Office Croatia I WORLDBAKROUP Radni6ka cesta 80/IX, 10000 Zagreb, Croatia Tel: (+3851) 2357 222, Fax: (+3851) 2357 200 Mr. Denis Vukorepa Executive Director Port of Rijeka Authority 51000 Rijeka Republic of Croatia August 21, 2020 Dear Mr. Vukorepa, Re. Amiendment to Loan Agreements We refer to the loan agreements entered into between Port of Rijeka Authority (the "Borrower") and the International Bank for Reconstruction and Development (the "Bank") in respect of the Loans listed in Annex 1 to this letter (the "Loan Agreements"). We also refer to the cover letter, dated August 20, 2020, explaining the rationale for the requested amendments. In connection with the LIBOR transition planning and the Bank's objective to preserve alignment between its funding and lending costs, we hereby confirm the Bank's agreement to amend the relevant provisions of each of the Loan Agreements for the Loans listed in Annex I to this letter so as to modify the General Conditions and Loan Agreements applicable to such Loans as provided in Annex 2 to this letter. Furthermore, it is the intent of the Bank and the Borrower to implement equivalent amendments to all Loan Agreements which may have LIBOR or EURIBOR as the applicable reference rate to the interest under the Loan. Accordingly, if any such Loan is not listed in Annex 1, the corresponding Loan Agreement shall be deemed so amended by virtue of this amendment. In the interests of fairness, transparency, and consistency, we are offering the same terms to all borrowers for all Bank loans. Not all of the terms will be relevant for all borrowers. However, signing this proposal will ensure that all of your loans will be amended to preserve your economic bargain with the Bank over the full lifetime of those loans. Please confirm your agreement with the foregoing by signing, dating and returning to us the enclosed copy of this letter. This amendment shall become effective upon due execution by both parties. Sincerely, Elisabetta Capannelli Croatia Country Manager -2- AGREED: PORT OF RIJEKA AUTHORITY By : _sc________ Title: F V/cu zrvcf f - Date: A-r (( 2 y -3- ANNEX I List of Loans by Project Name and Number Loan Project Name Commitment Original Agreement Index Number Currency Principal Amount Signmg Date Type Riieka Gateway I1 Project R 17-Apr-0900OMO LIBOR -4- Loan Agreements Amendment ANNEX II Amendments to General Conditions applicable to Loans 1. Article III, Section 3.02', paragraph (c) is amended as follows: "(c) If interest on any amount of the Loan is based on LIBOR or EURIBOR, and the Bank determines that (i) such Reference Rate has permanently ceased to be quoted for the relevant Currency, or (ii) the Bank is no longer able, or it is no longer commercially acceptable for the Bank, to continue to use such Reference Rate, for purposes of its asset and liability management, the Bank shall apply such other Reference Rate for the relevant Currency, including any applicable spread, as it may reasonably determine. The Bank shall promptly notify the Loan Parties of such other rate and related amendments to the provisions of the Loan Agreements, which shall become effective as of the date of such notice. In exercising this authority, the Bank shall act solely to maintain and preserve the pre-existing relationship between its borrowing costs and its lending rates, and will not seek any commercial advantage for itself." 2.2 Article III, Sections 3.02 or 3.03, as applicable, are amended by adding a new paragraph in accordance with the applicable numbering sequence, as follows: "(--) If the Bank determines that (i) LIBOR has permanently ceased to be quoted for the relevant Currency, or (ii) the Bank is no longer able, or it is no longer commercially acceptable for the Bank, to continue to use LIBOR, for purposes of its asset and liability management, the Bank shall apply such other reference rate for the relevant Currency, including any applicable spread, as it may reasonably determine. The Bank shall promptly notify the Borrower or the Guarantor of such other rate and related amendments to the provisions of the Loan Agreements, which shall become effective as of the date of such notice. In exercising this authority, the Bank shall act solely to maintain and preserve the pre-existing relationship between its borrowing costs and its lending rates, and will not seek any commercial advantage for itself." 3. Sub-paragraph (c) in the defined term "Reference Rate" in Appendix, as applicable, is amended as follows: ' Applicable to loans governed by the General Conditions of post-2010 vintages (General Conditions for Loans, dated July 23, 2010; General Conditions for Loans, dated March 12, 2012; General Conditions for IBRD Financing: Investment Project Financing (2017); General Conditions for IBRD Financing: Development Policy Financing (2017); General Conditions for IBRD Financing: Program for Results (2017)). 2 Applicable to loans governed by the General Conditions that contained the defined term "LIBOR" (General Conditions Applicable to Loans and Guarantee Agreements for Fixed Spread Loans, dated September 1, 1999 (also, the version as amended through May 1, 2004); General Conditions for Loans, dated July 1, 2005 (also, the version as amended through October 17, 2007 and February 12, 2008)). Applicable to loans governed by the General Conditions that contained the defined term "Reference Rate" (General Conditions for Loans, dated July 23, 2010; General Conditions for Loans, dated March 12, 2012; General Conditions for IBRD Financing: Investment Project Financing (2017); General Conditions for IBRD RCA 248423 C WUI 64145 2 FAX (202) 477-6391 -5- Loan Agreements Amendment "(c) if the Bank determines that (i) LIBOR (in respect of USD, JPY and GBP) or EURIBOR (in respect of Euro) has permanently ceased to be quoted for such currency, or (ii) the Bank is no longer able, or it is no longer commercially acceptable for the Bank, to continue to use such Reference Rate, for purposes of its asset and liability management, such other comparable reference rate for the relevant currency, including any applicable spread, as the Bank shall reasonably determine, and notify to the Borrower pursuant to Section 3.02(c), provided that, in exercising this authority, the Bank shall act solely to maintain and preserve the pre- existing relationship between its borrowing costs and its lending rates, and will not seek any commercial advantage for itself; and" Amendments to Loan Agreements 1. The relevant provisions of certain Loan Agreements specifying the applicable interest rate of the Loan based on LIBOR are amended by adding a new sub-paragraph in accordance with the applicable numbering sequence, as follows: "(--) If the Bank determines that (i) LIBOR has permanently ceased to be quoted for the relevant Currency, or (ii) the Bank is no longer able, or it is no longer commercially acceptable for the Bank, to continue to use LIBOR, for purposes of its asset and liability management, the Bank shall apply such other reference rate for the relevant Currency, including any applicable spread, as it may reasonably determine. The Bank shall promptly notify the Borrower or the Guarantor of such other rate and related amendments to the provisions of the Loan Agreements, which shall become effective as of the date of such notice. In exercising this authority, the Bank shall act solely to maintain and preserve the pre-existing relationship between its borrowing costs and its lending rates, and will not seek any commercial advantage for itself." Financing: Development Policy Financing (2017); General Conditions for IBRD Financing: Program for Results (2017)). 4 Applicable to legacy Single Currency Loans governed by the General Conditions Applicable to Loan and Guarantee Agreements for Single Currency Loans of May 30, 1995 (also the versions as amended through October 6, 1999, December 2, 1997 and May 1, 2004), which refer to interest related provisions in the Loan Agreements.