*W I Al CA/ OFFCIAL The World Bank Street N.W. (202) 477-1234 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Washijkton, D.C. 20433 Cable Address: INTBAFRAD INTERNATIONAL DEVELOPMENT ASSOCIATION Cable Address: INDEVAS February 08, 2013 Mine. Zou Jiayi Director-General International Department Ministry of Finance Beijing, China Dear Mine. Zou, Re: GuiGuang Railway Project (Ln 7678-CHA) Amendments to the Loan Agreement 1. We refer to the Loan Agreement dated June 3, 2009, between the People's Republic of China ("Borrower") and the International Bank for Reconstruction and Development ("Bank"), pursuant to which the Bank agreed to extend a loan to the Borrower ("the Loan") to assist in the financing of the GuiGuang Railway Project, ("Loan Agreement"). We also refer to the various discussions between the representatives of the Borrower and the Bank following the changes that have occurred in the railway sector. Consequently, we propose the following amendments to the Loan Agreement. 2. We are pleased to inform you that the Bank concurs with the Borrower's proposal and hereby agrees to amend the Loan Agreement as hereinafter provided. (a) Schedule 1, Part A. 1 is amended to read as follows: "1. Construction of a new two track electrified rail line of about 857 km for passenger service connecting Guiyang in Guizhou Province and Guangzhou in Guangdong Province, including construction of sub-grades, tunnels, bridges, culverts and buildings, acquisition and installation of goods (including communications, signaling, mechanical and electrification equipment, and concrete beams), and provision of related technical assistance." (b) Schedule 2 paragraph I is amended to read as follows: "1. The Borrower shall: (a) cause the Ministry of Railways to engage and retain throughout the period of implementation of the Project the independent procurement Mme. Zou Jiayi Page 2 February 08, 2013 agent, referred to in paragraph A.3 of Section III of Schedule 2 to this Agreement, under terms of reference satisfactory to the Bank, for the purpose of procuring all goods and services required for the Project and to be financed out of the proceeds of the Loan; and (b) cause the Ministry of Railways to construct the GuiGuang Railway Line through the GGRC, under implementation arrangements satisfactory to the Bank, including installing the equipment procured pursuant to clause (a) of this paragraph, in accordance with: (i) arrangements and a time schedule satisfactory to the Bank; (ii) appropriate technical standards, alignment and specifications; and (iii) appropriate international standards and practices relating to design, installation and construction supervision, including standards and practices for securing, assimilating and integrating tested, mature and safe technology and products suitable for operating the GuiGuang Railway Line; and (c) except as the Bank may otherwise agree, cause the Ministry of Railways to: (i) ensure, through implementation arrangements satisfactory to the Bank, that the GGRC is maintained with adequate staff and resources satisfactory to the Bank to implement the construction of the GuiGuang Railway Line and to ensure the implementation of the RAP Arrangements; and (ii) maintain FCTIC with adequate powers, functions, staff and resources satisfactory to the Bank in order to enable it to carry out procurement and financial management related to the Project and to supervise the implementation of the Project." Mine. Zou Jiayi Page 3 February 08, 2013 (c) The Table in Schedule 2, Section IV A.2 is amended to read as follows: Amount of the Loan Allocated Percentage of Category (expressed in USD) Expenditures to be financed (1) Goods, consultants' 299,250,000 100% services, training and study tours under Part A.1 of the Project (2) Front-end Fee 750,000 Amount payable pursuant to Section 2.03 of this Agreement in accordance with Section 2.07(b) of the General Conditions Total 300,000,000 (d) The Annex (Results Framework) in Schedule 2 is amended to read as in Attachment to this Letter. (e) In Appendix, Section I (Definitions), a new sub-paragraph 13 is added to read as follows: "13. "The acronym "GGRC" means Guiyang-Guangzhou Railway Company (Limited Liability), Incorporated on 4 June 2009, in Guiyang Municipality, Guizhou Province, and registered through the Business License Registration No. 520115000001582, or any of its successors." All following sub-paragraphs are renumbered accordingly. 3. Please confirm the agreement of the Borrower to the amendments set forth in paragraph 2 above by countersigning and dating the corresponding form of confirmation set forth below, and returning one fully signed original of this amendment letter to us. One fully signed original should be retained by the Borrower. Mme. Zou Jiayi Page 4 February 08, 2013 4. Except as specifically amended hereby, all other provisions of the Loan Agreement remain in full force and effect. Upon receipt by the Bank of the copy of this letter of amendment duly countersigned by the authorized representative of the Borrower, the above amendments to the Loan shall become effective as of the date of countersignature of this letter of amendment. Sincerely, Regis Cunningham Acting Country Director, China East Asia and Pacific Region CONFIRMED: PEOPLE'S REPUBLIC OF CHINA By: ___I_ Y___A Name: Title: Date: Attachment Annex Results Framework Project Development Objective (PDO): To provide additional transport capacity and reduce transport time between the less developed western region in southwest China and the relatively more developed Pearl River delta region Revised Project Development Objective: N oChange________________ ___ D=Dropped Cumulative Target Values PDO Level Results Continue Unit of Data Source/ Responsibility for 0 N= New BaeieFrequency Indicators* C R=Revised Measure 2012 2014 2016 2022 Methodology Data Collection Indicator One: Average R Number 3 3 4 20 30 Annually MOP] Project MOR number of pairs of express Company passenger trains operated per Statistics day Indicator Two: Average D Number number of pairs of freight 0 trains operated per day Indicator Three: Average R Minutes 1,500 1,500 1,500 250 250 Annually MOR/ Project MOR travel time of express Company passenger trains Statistics INTERMEDIATE RESULTS Intermediate Result (Component One): Construction of GuiGuang line Revised Intermediate Result (Component One):N/A D=Dropped 2011 2012 2013 2014 C=Continue Unit of Baseline Data Source/ Responsibility for N= New Measure (2008) Frequency Methodology Data Collection R=Revised Intermediate Result indicator R 50 75 90 100 Twice yearly Project progress MOR One: completion rate of civil O 0 report works Intermediate Result indicator R % 0 0 20 50 100 Twice yearly Project progress MOR Two: delivery of Bank financed l report goods________________ ______________________________________ __________