)OCUMENTS" The World Bank Turkey Country Office Tel: (-312) 459 83 00 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Ugur Mumcu Caddesr Fax: (90-312) 446 24 42 INTERNATIONAL DEVELOPMENT ASSOCIATION 2nd Floor, 06700, Gaziosmanpasa ANKARA - TURKEY September 17, 2014 Mr. Hiseyin Aydin T.C. Ziraat Bankasi A.$. Ataturk Bulvari No. 8 Ulus, Ankara Turkey Dear Mr. Hiiseyin Aydin: Re: Loan. No. 7903-TU (Second Access to Finance for Small and Medium Enterprises Project) Amendment to the Loan Areement We refer to the Loan Agreement between T.C. Ziraat Bankasi A.$. (the Borrower) and the International Bank for Reconstruction and Development (the Bank) dated July 6, 2010 (the Loan Agreement) for the Second Access to Finance for Small and Medium Enterprises Project (the Project). We also refer to the letter dated September 1, 2014 from Mr. Levent Eren, Acting Deputy Director General of Foreign Economic Relations, Undersecretariat of Treasury, requesting certain amendments to the Loan Agreement. We are pleased to inform you that the Bank hereby agrees to your request. Accordingly, the Loan Agreement is hereby amended as follows: 1. Schedule 2, Section I, Part A, paragraph 5(d) is amended to read as follows: "ensure that, except as the Bank shall otherwise agree, at least fifteen percent (15%) of its Sub-loans shall be made for Sub-projects financing investment projects located in the Priority Regions, or for Sub-projects financing working capital, the goods are used in the Priority Regions;" 2. Schedule 2, Section 1, Part B, paragraph 4(a)(ii) is amended to read as follows: "except as the Bank and the Borrower shall otherwise agree, it will have a ratio of debt to equity (after receipt of the Sub-loan) no greater than 80:20, except for the loans in the Priority Regions;" 3. Schedule 2, Section I, Part B, paragraph 4(a)(iii) is amended to read as follows: "except as the Bank and the Borrower shall otherwise agree, it will not incur any debt unless a reasonable forecast of its revenues and expenditures shows that its estimated cash flow for each fiscal year during the term of the debt to be incurred shall be at least 1.2:1 times its estimated debt service requirements in such year on all its debt, including the debt to be incurred, except for the loans in the Priority Regions;" 4. Schedule 2, Section 1, Part B, paragraph 4(a)(iv) is amended to read as follows: "it has submitted a cash flow statement in accordance with the Operations Manual, except for the loans in the Priority Regions;" -2- 5. Schedule 2, Section IV, Part B, paragraph 2 is amended to read as follows: "The Closing Date is March 31, 2015." Except as specifically amended herein, all other provisions of the Loan Agreement remain in full force and effect. Please confirm the agreement of the Borrower to the amendments set out above by countersigning and dating both copies of this amendment letter and returning one countersigned copy to us. Upon receipt by the Bank of the copy of this amendment letter duly countersigned by the authorized representative of the Borrower, said amendments shall become effective as of the date of countersignature of this amendment letter. Sincerely, INTERNATIONAL BANIFOR RECONSTRUCTION AN PM T t artin Raiser Director Turkey Country Unit Europe and Central Asia Region AGREED: T.C. Zi Bankasi . Byy _ _ Name: J11se q A Date: _______