LOAN NUMBER 8794-UY LOAN AGREEMENT (ADDITIONAL FINANCING FOR THE SUSTAINABLE MANAGEMENT OF NATURAL RESOURCES AND CLIMATE CHANGE PROJECT) BETWEEN REPUBLICA ORIENTAL DEL URUGUAY AND INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT LOAN AGREEMENT

Aprobado/a por: Resoluci�n N� 161/018 de 09/04/2018 numeral 1.

AGREEMENT dated as of the Signature Date between REP�BLICA ORIENTAL DEL URUGUAY ("Borrower") and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank") for the purpose of providing additional financing for the Original Project (as defined in the Appendix to this Agreement). The Borrower and the Bank hereby agree as follows:

ARTICLE I - GENERAL CONDITIONS; DEFINITIONS

1.01. The General Conditions (as defined in the Appendix to this
Agreement) apply to and forme part of this Agreement.

1.02. Unless the context requires otherwise, the capitalized terms
used in this Agreement have the meanings ascribed to them in
the General Conditions or in the Appendix to this Agreement.

ARTICLE II - LOAN

2.01. The Bank agrees to lend to the Borrower the amount of forty-two
million Dollars, ($ 42,000,000), as such amount may be
converted from time to time through a Currency Conversion
("Loan"), to assist in financing the project described in
Schedule 1 to this Agreement ("Project").

2.02. The Borrower may withdraw the proceeds of the Loan in
accordance with Section III of Schedule 2 to this Agreement.
The Borrower's Representative for purposes of taking any action
required or permitted to be taken pursuant to this Section is
its Minister of MGAP.

2.03. The Front-end Fee is one quarter of one percent (0.25%) of the
Loan amount.

2.04. The Commitment Charge is one quarter of one percent (0.25%) per
annum on the Unwithdrawn Loan Balance.

2.05. The interest rate is the Reference Rate plus the Variable
Spread or such rate as may apply following a Conversion;
subject to Section 3.02(e) of the General Conditions.

2.06. The Payment Dates are February 15 and August 15 in each year.

2.07. The principal amount of the Loan shall be repaid in accordance
with Schedule 3 to this Agreement.

ARTICLE III - PROJECT

3.01. The Borrower declares its commitment to the objectives of the
Project. To this end, the Borrower, through MGAP, shall carry
out the Project in accordance with the provisions of Article V
of the General Conditions and Schedule 2 to this Agreement.

ARTICLE IV- EFFECTIVENESS; TERMINATION

4.01. The Additional Condition of Effectiveness consists of the
following, namely, that the Operational Manual has been duly
updated by the Borrower, through MGAP, in a manner acceptable
to the Bank.

4.02. The Effectiveness Deadline is the date one hundred and twenty
(120) days after the Signature Date.

ARTICLE V - REPRESENTATIVE; ADDRESSES

5.01. Except as provided in Section 2.02 of this Agreement, the
Borrower's Representative is its Minister of Economy and
Finance.

5.02. For purposes of Section 10.01 of the General Conditions: (a)
the Borrower's address is:

Ministerio de Econom�a y Finanzas
Colonia No. 1089, Piso 3
CP: 11100
Montevideo, Uruguay

(b) the Borrower's Electronic Address is:
Facsimile: E-mail:
(5982) 1712-2688 organismos.multilaterales@mef.gub.uy

5.03. For purposes of Section 10.01 of the General Conditions: (a)
the Bank's address is:
International Bank for Reconstruction and Development
1818 H Street, N.W.
Washington, D.C. 20433
United States of America; and

(b) the Bank's Electronic Address is:
Telex: Facsimile:
248423(MCI) or 1-202-477-6391
64145(MCI)

AGREED as of the Signature Date.

REP�BLICA ORIENTAL DEL URUGUAY

Authorized Representative

Name:

Title:

Date:

INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT

Authorized Representative

Name:

Title:

Date:

SCHEDULE 1

Project Description

The objective of the Project is to support the Borrower's efforts to promote farmer adoption of climate smart agricultural and livestock practices and improved natural resource management practices in the Project areas.

The Project consists of the following parts:

Part 1. Agricultural Information and Decision Support System

Provision of support for strengthening SNIA to integrate, synthesize, and generate critical and timely information in relation to natural resource management, short and medium term climate forecast, as well as potential long term changes and impacts, including:

(a) facilitating the integration and consolidation, with full
interoperability, of dispersed agriculture, natural resource
management and new climate-related information in an online
state-of-the-art platform tailored to the needs of different
users including farmers, advisory service providers, rural
insurance and agricultural research and policy institutions;

(b) improving the methodologies for establishing climate early
warning systems, including the consolidation of tools developed
for risk management and early warning systems by using
information on climate, soil, agrochemical, land uses and water
layers;

(c) simulating and evaluating the expected impacts of introducing
different adaptation technologies and policies and contributing
to the elaboration of forecast of agricultural production;

(d) carrying out of awareness campaigns, dissemination and
communication activities and training programs for, inter alia,
staff of DGRN and INIA, farmers and advisory service providers,
on the use and features of SNIA;

(e) providing feedback and advice to improve targeting of MGAP's
assistance to farmers, in particular in respect of Sub-projects;
and

(f) establishing a governance system for data sharing, decision
making and risk management consistent with the Electronic
Government Initiative to ensure SNIA's sustainability.

Part 2. Territorial Interventions and On Farm Investments for Climate Smart Agriculture and Livestock Management

(a) Provision of: (i) Preparation Grants; and (ii) technical
assistance to Beneficiaries for the preparation and
irnplementation of Sub-projects.

(b) Carrying out of Subprojects consisting of investments and
technical assistance to: (i) reduce farm vulnerability to extreme
climatic events; (ii) improve farm productivity and
sustainability; (iii) increase the availability of water
resources for irrigation and livestock consumption; (iv) promote
adoption of an integrated approach to natural resources
management practices in agriculture and livestock production
systems, including improved water use efficiency and generation
of biodiversity benefits in natural pastures; (v) reduce diffused
pollution load from dairy production in the Selected River
Basins; (vi) promote the adoption of energy efficiency measures
and the generation of cost effective and clean biomass energy in
the agriculture sector; and (vii) promote the establishment of
integrated systems for the combination of grazing areas with
rapid-growing Trees.

(e) Carrying out of training programs for: (i) Beneficiaries, to
enhance their capabilities to implement natural resources
management and climate change adaptation and mitigation
activities; and (ii) rural workers engaged in natural resources
management activities.

Part 3. Capacity Building and Training

Strengthening the capacity of: (a) farmers (regardless of their farm' s size) and technical staff of the Borrower's advisory service providers, to adopt integrated natural resource and water management; and (b) MGAP, focused on DGRN, to implement its natural resources management policies, programs and Climate change strategy in the agricultural sector, including, inter alia:

(i) the development of MGAP's web-based services related to land and
water use, conservation and management;

(ii) the updating of the Borrower's soil mapping and cartography
inventory;

(iii)the provision of technical assistance to improve the Borrower's
legal and policy framework and strengthen DGRN's operational
capacity on water resources management, soil management and
grasslands;

(iv) the provision of technical assistance to MGAP's staff in the
dissemination of experiences, organization of conferences and
participation in international events related to climate change;

(v) the provision of support to DGRN to, inter alia: (A) expand the
geographic reach of Soil Management Plans; (B) design a
geo-referenced module (Sistema de Gesti�n de los Planes de Usos)
for the management and monitoring of said plans with the purpose
of integrating it into the SNIA; (C) expand the geographic reach
of the Borrower's soil mapping and cartography inventory and
include said inventory into the SNIA; (D) rehabilitate the
Borrower's soil laboratory; (E) strengthen the Borrower's
capacity for the use of advanced modeling technology through the
provision of training and the purchase of equipment; and (F)
carrying out complementary studies and research on sustainable
use of natural resource management; and

(vi) the provision of support to strengthen OPYPA' s capacity on the
evaluation of policies in the agricultural sector and for natural
resource management.

Part 4. Project Management, Monitoring and Evaluation

(a) Supporting the operation of the PMU for the efficient
coordination and management of the Project.

(b) Supporting the operation of a monitoring and evaluation system
for the Project.

(d) Supporting the design and implementation of a communication
strategy to di sseminate results and lessons learned within the
Borrower's territory and in other countries acceptable to the
Bank.

SCHEDULE 2

Project Execution

Section I. Implementation Arrangements

A. Institutional Arrangements

1. The Borrower, through MGAP, shall operate and maintain, during
Project execution, a unit (the PMU) with organizational
structure, staff, functions and responsibilities satisfactory to
the Bank, as set forth in the Operational Manual, for the
implementation, coordination and supervision of the Project,
including, inter alia, the responsibility of the PMU to
implement, monitor and supervise the carrying out of the Project
(including its financial, procurement and safeguards aspects).

2. For purposes of carrying out the Project, the PMU shall be
assisted by technical teams within DGRN, DGS and DGDR.

3. The Borrower shall operate and maintain, during Project
implementation, an interministerial coordination team, led by the
Borrower's National Secretary of Environment, Water and Climate
Change, to define the policy framework related to climate change
and climate variability within which Project implementation will
take place.

B. Sub-projects

1.
(a)
The Borrower, through MGAP, shall make Preparation Grants to Beneficiaries to partially finance the preparation of Sub-project proposals, in accordance with eligibility criteria and procedures satisfactory to the Bank.

(b) The Borrower, through MGAP, shall make each Preparation Grant
available to the pertinent Beneficiary, under a Sub-project
Preparation Agreement to be entered into between the Borrower,
through MGAP, and said Beneficiary, on terms and conditions
satisfactory to the Bank, including, inter alia, the obligation
of the Beneficiary to: (i) comply with the provisions of the
Anti-Corruption Guidelines; and (ii) ensure that the terms of
reference for any consultancy required for the carrying out of
feasibility studies required for the preparation of Sub-project
proposals shall duly incorporate the requirements of the Bank'
Safeguards Policies then in force, as applied to the advice
conveyed through such technical assistance.

2. The Borrower, through MGAP, shall make Sub-project Grants to
Beneficiaries to partially finance Sub-projects under Part 2 (b)
of the Project, in accordance with eligibility criteria and
procedures satisfactory to the Bank, which shall include the
following:

(a) A pre-screening by DGDR of the eligibility of the
Beneficiaries submitting Sub- project proposals, with regard
to eligibility criteria and procedures satisfactory to the
Bank, as specified in the Operational Manual.

(b) A review and approval by MGAP's selection committee of the
Sub-project proposal, on the basis of a detailed evaluation
of MGAP's DGDR, pursuant to eligibility criteria and
procedures acceptable to the Bank as further specified in
the Operational Manual, which shall include, inter alia, the
following:

(i) the Sub-project Grant shall only finance the purchase
of equipment, works, goods, consulting services,
non-consulting services and/or Training;

(ii) no Sub-project Grants shall finance any activity
included in the Negative List; and

(iii)the proposed Sub-project shall comply with the
provisions of the Environmental and Social Management
Framework and the Resettlement Policy Framework.

3. Upon approval of a Sub-project proposal, the Borrower, through
MGAP, shall make each Sub-project Grant available to the
pertinent Beneficiary, under a Sub-project Agreement to be
entered into between the Borrower, through MGAP, and said
Beneficiary, on terms and conditions satisfactory to the Bank,
which shall include the following, namely, that the Borrower
shall obtain rights adequate to protect its interests and those
of the Bank, including the right to:

(a) suspend or terminate the right of the Beneficiary to use the
proceeds of the Sub- project Grant, or obtain a refund of
all or any part of the amount of the Sub-project Grant then
withdrawn, upon the Beneficiary's failure to perform any of
its obligations under the Sub-project Agreement; and

(b) require the Beneficiary to: (i) carry out its Sub-project
with due diligence and efficiency and in accordance with
sound technical, economic, financial, managerial,
environmental and social standards and practices
satisfactory to the Bank, including in accordance with the
provisions of the Anti-Corruption Guidelines applicable to
recipients of loan proceeds other than the Borrower and
Section I.D of this Schedule; (ii) provide, promptly as
needed, the resources required for the implementation of the
Sub-project; (iii) procure the goods, works, consulting
services and non-consulting services and/or Training to be
financed out of the Sub-project Grant in accordance with the
provisions of this Agreement; (iv) maintain policies and
procedures adequate to enable it to monitor and evaluate in
accordance with indicators acceptable to the Bank, the
progress of the Sub-project and the achievement of its
objectives; (y) enable the Borrower and the Bank to inspect
the Sub-project, its operation and any relevant records and
documents; and (vi) prepare and furnish to the Borrower and
the Bank all such information as the Borrower or the Bank
shall reasonably request relating to the foregoing.

4. The Borrower shall exercise its rights and carry out its
obligations under each Sub-project Preparation Agreement and each
Sub-project Agreement in such manner as to protect the interests
of the Borrower and the Bank and to accomplish the purposes of
the Loan. Except as the Bank shall otherwise agree, the Borrower
shall not assign, amend, terminate, abrogate, waive or fail to
enforce any Sub-project Preparation Agreement or any Sub-project
Agreement or any of their provisions.

5. Not later than nine (9) months after the Effective Date, the
Borrower, through MGAP, shall hire experts with experience,
qualifications and terms of reference acceptable to the Bank in
accordance with Section 5.13 of the General Conditions, for
purposes of assisting the PMU in the supervision of Sub-projects,
and as set forth in the Operational Manual.

C. Operational Manual

1. Without limitation upon the provisions of Section 3.01 of this
Agreement, and except as the Borrower and the Bank may otherwise
agree, the Borrower, through MGAP, shall carry out the Project in
accordance with an operational manual acceptable to the Bank (the
"Operational Manual"). Except as the Bank shall otherwise agree,
the Borrower shall not amend or waive any provision of the
Operational Manual without the Bank's prior written approval. In
case of any conflict between the terms of the Operational Manual
and those of this Agreement, the terms of this Agreement shall
prevail.

2. The Operational Manual shall consist of different sections
setting forth rules, methods, guidelines, standard documents and
procedures for the carrying out of the Project including, inter
alia, the following:

(a) requirements regarding functions, staffing and organization
of the PMU;

(b) the draft terms of reference of key personnel of the PMU,
including, inter alia: the PMU Director, two managers for
administration and monitoring and evaluation, an information
technology advisor, a procurement specialist and three
coordinators for Parts 1, 2 and 3 of the Project;

(c) the Project administrative, accounting, auditing,
monitoring, reporting, financial, disbursement and
procurement procedures including all pertinent standard
documents and model contracts in relation thereto, including
standard bidding documents in respect of each procurement
method set forth in the Procurement Plan (as applicable);

(d) the eligibility criteria and the procedures governing the
approval of Sub-projects, including the Negative List;

(e) the eligibility criteria for selecting the Beneficiaries;

(f) the model form of a Sub-project Agreement and a Sub-project
Preparation Agreement;

(g) the Environmental and Social Management Framework and the
Resettlement Policy Framework; and

(h) the performance indicators, monitoring and evaluation
strategy for the Project.

D. Safeguards

1. Without limitation to the provisions of Section 5.01 (b) of the
General Conditions, the Borrower, through MGAP, shall and shall
cause the Beneficiaries to carry out the Project in accordance
with the provisions and recommendations of the Environmental and
Social Management Framework (ESMF), the Resettlement Policy
Framework (RPF), and the procedures outlined in the Operational
Manual, when applicable.

2. Wherever required in terms of the ESMF, the Borrower, through
MGAP shall, for the purposes of any Sub-project activity, and
prior to implementation thereof, proceed to carry out an
environmental assessment under terms acceptable to the Bank, and
if applicable, have the corresponding Environmental Management
Plan:

(a) prepared in form and substance satisfactory to the Bank;

(b) except as otherwise agreed with the Bank, submitted to the
Bank for review and approval; and

(e) thereafter, adopted, locally disclosed and implemented in
accordance with the terms of the Environmental Management
Plan and in a manner acceptable to the Bank.

3. Without limitation to the pertinent provisions of this Agreement,
and if upon the definition of detailed technical designs and
precise siting alignments in respect of each investment
(involving works) under any given Subproject, it is determined
that Resettlement will be involved, the Borrower shall, prior to
the carrying out of each said works: (a) prepare and furnish to
the Bank, a resettlement plan, acceptable to the Bank (which plan
shall be consistent with the pertinent provisions of the
Resettlement Policy Framework); and (b) immediately thereafter,
implement said resettlement plan in accordance with its terms and
in a manner acceptable to the Bank.

4. The Borrower shall ensure that: (a) the terms of reference for
any consultancy required under Part 2 (a), Part 3 (b) (iii) and
Part 3 (b) (v) (F) of the Project shall be satisfactory to the
Bank following its review thereof; and (b) to that end, such
terms of reference shall duly incorporate the requirements of the
Bank' Safeguards Policies then in force, as applied to the advice
conveyed through such technical assistance.

Section II. Project Monitoring Reporting and Evaluation

The Borrower shall furnish to the Bank each Project Report not
later than forty-five days after the end of each calendar
semester, covering the calendar semester.

Section III. Withdrawal of Loan Proceeds

A. General

Without limitation upon the provisions of Article II of the
General Conditions and in accordance with the Disbursement and
Financial Information Letter, the Borrower may withdraw the
proceeds of the Loan to finance Eligible Expenditures in the
amount allocated and, if applicable, up to the percentage set
forth against each Category of the following table:

Category
Amount of the Loan
Allocated
(expressed in USD)
Percentage of Expenditures
to be financed
(inclusive of Taxes)

(1) Goods, works and non-consulting services (other than under Category 3)
1,610,000
80%

(2) Consulting services and Training (other than under Category 3)
17,900,000
80%

(3) Preparation Grants and Subprojects Grants
21,180,000
100%

(4) Operating Costs
1,310,000
85%

TOTAL AMOUNT
42,000,000

B. Withdrawal Conditions; Withdrawal Period

1. Notwithstanding the provisions of Part A above, no withdrawal
shall be made for payments made prior to the Signature Date.

2. The Closing Date is November 16, 2021.

Section IV. Other Undertakings

A. The Borrower and the Bank hereby agree to amend the Original Loan Agreement as reflected in Schedule 4 to this Agreement.

SCHEDULE 3

Commitment-Linked Amortization Repayment Schedule

The following table sets forth the Principal Payment Dates of the Loan and the percentage of the total principal amount of the Loan payable on each Principal Payment Date ("Installment Share").

Level Principal Repayments

Principal Payment Date
Installment Share

On each February 15 and August 15
Beginning February 15, 2023
through February 15, 2035
4%

SCHEDULE 4

Amendments to the Original Loan Agreement

The Borrower and the Bank hereby agree to amend the Original Loan Agreement as follows:

1. Schedule 1 is hereby amended to read in its entirety as set forth
in Schedule 1 to this Agreement.

2. Any references to the term "RENARE" is hereby replaced with the
term "DGRN".

3. Any references to "consultants' services" and "Non-Consultant
Services" are hereby replaced, respectively, with "consulting
services" and "non-consulting services".

4. Section I.A. of Schedule 2 is hereby replaced to read in its
entirety as set forth under Section I.B of Schedule 2 to this
Agreement.

5. Section I.C of Schedule 2 is hereby replaced to read in its
entirety as set forth under Section I.B of Schedule 2 to this
Agreement.

6. Section I.D.2 (g) of Schedule 2 is hereby amended to read in its
entirety as set forth in Section I.C.2 (g) of Schedule 2 to this
Agreement.

7. Section I.E. of Schedule 2 is hereby amended to read in its
entirety as set forth under Section I.D of Schedule 2 to this
Agreement.

8. Section III of Schedule 2 is hereby amended to read in its
entirety as follows:

"All goods, works, and services required for the Project and to
be financed out of the proceeds of the Loan shall be procured in
accordance with the requirements set forth or referred to in the
Procurement Regulations and the provisions of the Procurement
Plan."

9. The definition of "AGESIC" is hereby added to Section I of the
Appendix (in its corresponding alphabetical order) to read in its
entirety as set forth in paragraph 1 of Section I of the Appendix
to this Agreement and the subsequent paragraphs renumbered
accordingly.

10. The definitions of "Anti-Corruption Guidelines"; "Environmental
and Social Management Framework"; "Family Producer"; "Medium Size
Producer"; "Operating Costs"; "PMU", "Preparation Grant"; and
"Subprojects" in the corresponding paragraphs of Section I of the
Appendix are hereby amended to read in their entirety as set
forth in the corresponding paragraphs of Section I of the
Appendix to this Agreement.

11. The definition of "DGRN" is hereby added to Section I of the
Appendix (in its corresponding alphabetical order) to read in its
entirety as set forth in paragraph 7 of Section I of the Appendix
to this Agreement and the subsequent paragraphs renumbered
accordingly.

12. The definition of DGS is hereby added to Section I of the
Appendix (in its corresponding alphabetical order) to read in its
entirety as set forth in paragraph 8 of Section I of the Appendix
to this Agreement and the subsequent paragraphs renumbered
accordingly.

13. The definition of "Electronic Government Initiative" is hereby
added to Section I of the Appendix (in its corresponding
alphabetical order) to read in its entirety as set forth in
paragraph 9 of Section I of the Appendix to this Agreement and
the subsequent paragraphs renumbered accordingly.

14. The definition of "Index Coneat" is hereby added to Section I of
the Appendix (in its corresponding alphabetical order) to read in
its entirety as set forth in paragraph 14 of Section I of the
Appendix to this Agreement and the subsequent paragraphs
renumbered accordingly.

15. The definition of "OPYPA" is hereby added to Section I of the
Appendix (in its corresponding alphabetical order) to read in its
entirety as set forth in paragraph 23 of Section I of the
Appendix to this Agreement and the subsequent paragraphs
renumbered accordingly.

16. The definition of "Procurement Regulations" is hereby added to
Section I of the Appendix (in its corresponding alphabetical
order) to read in its entirety as set forth in paragraph 28 of
Section I of the Appendix to this Agreement and the subsequent
paragraphs renumbered accordingly.

17. The definition of "Procurement Plan" is hereby amended in its
entirety to read as follows:

"Procurement Plan means the Borrower's procurement plan for the
Project, provided for under Section IV of the Procurement
Regulations, as such plan may be updated from time to time with
the Bank's approval."

18. The definition of "Resettlement Policy Framework" is hereby added
to Section I of the Appendix (in its corresponding alphabetical
order) to read in its entirety as set forth in paragraph 30 of
Section I ofthe Appendix to this Agreement and the subsequent
paragraphs renumbered accordingly.

19. The definition of "Santa Lucia River Basin" is hereby added to
Section I of the Appendix (in its corresponding alphabetical
order) to read in its entirety as set forth in paragraph 3 1 of
Section I of the Appendix to this Agreement and the subsequent
paragraphs renumbered accordingly.

20. The definition of "Selected River Basins" is hereby added to
Section I of the Appendix (in its corresponding alphabetical
order) to read in its entirety as set forth in paragraph 32 of
Section I of the Appendix to this Agreement and the subsequent
paragraphs renumbered accordingly.

21. The definition of "SNIA" is hereby added to Section I of the
Appendix (in its corresponding alphabetical order) to read in its
entirety as set forth in paragraph 34 of Section I of the
Appendix to this Agreement and the subsequent paragraphs
renumbered accordingly.

22. The definition of "Soil Management Plan" is hereby added to
Section I of the Appendix (in its corresponding alphabetical
order) to read in its entirety as set forth in paragraph 35 of
Section I of the Appendix to this Agreement and the subsequent
paragraphs renumbered accordingly.

23. The definitions of "Consultant Guidelines", "DNM", "ISO",
""MVOTMA", "Non- Consultant Services", "Procurement Guidelines",
"RENARE" and "SEPA" set forth in Section I of the Appendix are
hereby deleted in their entirety and the subsequent paragraphs
renumbered accordingly.

APPENDIX

Definitions

1. "AGESIC" means Agencia para el Desarrollo del Gobierno de Gesti�n
Electr�nica y la Sociedad de la Informaci�n y del Conocimiento,
the Borrower's Agency for the Development of Electronic
Government Management and an Information and Knowledge Society,
established pursuant to Article 72 of the Borrower's Law
No.17,930, dated December 19, 2005 and duly published in the
Borrower's Official Gazette on December 23, 2005, as amended by
Article 80 of the Borrower's Law No. 18,834, dated November 4,
2011 and duly published in the Borrower's Official Gazette on
November 17, 2011.

2. "Anti-Corruption Guidelines" means, for purposes of paragraph 5
of the Appendix to the General Conditions, the "Guidelines on
Preventing and Combating Fraud and Corruption in Projects
Financed by IBRD Loans and IDA Credits and Grants", dated October
15, 2006 and revised in January 2011 and as of July 1, 2016.

3. ""Bank's Safeguard Policies" rneans the Bank's operational
safeguard policies and procedures, set forth in the Bank's
Operational Manual under OP/BPs 4.01, 4.04. 4.09, 4.10, 4.11,
4.12, 4.36 and 4.37, or such policies and procedures then in
force.

4. "Beneficiary" means any Family Producer, Medium Size Producer,
groups of farmers or farmers' organizations (vested with legal
personality), all of which meet the eligibility criteria set
forth in the Operational Manual to receive a Preparation Grant or
a Sub-project Grant.

5. "Category" means a category set forth in the table in Section
III.A of Schedule 2 to this Agreement.

6. "DGDR" rneans MGAP's Rural Development Directorate.

7. "DGRN" means Direcci�n General de Recursos Naturales, the
Borrower's Directorate for Natural Resources within MGAP.

8. "DGS" means the MGAP's General Secretary Directorate.

9. "Electronic Government Initiative" means the Borrower's
initiative implemented by AGESIC that aims at advancing the
transformation of public management, the quality of citizen's
attention, greater transparency, the improvement of participation
mechanisms and citizen collaboration.

10. "Environmental and Social Management Framework" or "ESMF" means
the Borrower's environmental and social management framework
(included in the Operational Manual), dated September 2017,
published in the Borrower's website on September 14, 2017 and on
the Bank's website on September 26, 2017 giving details of a
program of actions, measures and policies designed to maximize
the benefits of the Project, eliminate, offset or mitigate any
adverse environmental impacts, or reduce such impacts to
acceptable levels, along with the procedural and institutional
measures needed to implement such actions and the guidelines for
the protection of natural habitats and guidelines for the
preparation and implementation of EMPs, as said framework may be
amended from time to time with the prior consent of the Bank.

11. "Environmental Management Plan" or "EMP" means a
Sub-project-specific environmental management plan, acceptable to
the Bank, giving details of measures appropriate or required to
maximize the benefits of the Project, eliminate, offset or
mitigate any adverse environmental impacts, or reduce such
impacts to acceptable levels, together with budget and cost
estimates, sources of funding, adequate institutional, monitoring
and reporting arrangements capable of ensuring proper
implementation of, and regular feedback on compliance with, such
environmental management plan.

12. "Family Producer" means a farmer operating as an individual in
the Borrower's territory, in accordance with the Borrower's
Resolutions No. 219-014, dated February 28, 2014 and No. 387-014
dated March 19, 2014 (as said Resolutions may be amended from
time to time), who meets the criteria set forth in the
Operational Manual.

13. "General Conditions" means the "International Bank for
Reconstruction and Development General Conditions for IBRD
Financing, Investment Project Financing", dated July 14, 2017.

14. "Index Coneat 100" means the average index that measures soil
productivity.

15. "INIA" means Instituto Nacional de Investigaci�n Agropecuaria,
the Borrower's national institute of agricultural research,
created pursuant to the Borrower's Law No. 16.065, dated October
6, 1989.

16. "Medium-Size Producer" means a farmer operating as an individual
or through an entity vested with legal personality within the
Borrower's territory who meets the criteria set forth in the
Operational Manual.

17. "MEF" means Ministerio de Econom�a y Finanzas, the Borrower' s
Ministry of Economy and Finance.

18. "MGAP" means Ministerio de Ganader�a, Agricultura y Pesca, the
Borrower's Ministry of Livestock, Agriculture and Fisheries.

19. "Negative List" means the list, approved by the Bank, and
included in the Operational Manual, specifying the activities
which are not eligible for financing under Sub-projects.

20. "Operating Costs" means reasonable recurrent expenditures
incurred by MGAP in connection with incremental recurrent costs
associated with the implementation of the Project including,
inter alia: (a) overtime compensation of MGAP's specialized staff
and salaries of incremental non-technical staff for the PMU,
including drivers; (b) operation, leasing and maintenance of: (i)
office equipment, vehicles (including fuel, repairs and spare
parts); and (ii) office facilities under the Project; (c)
insurance for equipment and vehicles procured under the Project;
(d) office utilities associated with the functioning of the PMU;
(e) communications expenses required for the implementation of
the Project; (f) travel and per diem for PMU's staff; and (g)
non-durable goods.

21. "Operational Manual" means the Borrower' s manual dated January
3, 2015 referred to in Section I.C of Schedule 2 to this
Agreement, as the same may be amended from time to time with the
prior written consent of the Bank, and such term includes any
schedules to such manual.

22. "OPP" means Oficina de Planeamiento y Presupuesto, the Borrower's
Office for Planning and Budget.

23. "OPYPA" means the Borrower's Office of Agricultural Programing
and Policy established within MGAP.

24. "Original Loan Agreement" means the loan agreement for the
Original Project between the Borrower and the Bank, dated January
17, 2012 as amended as of the Signature Date (Loan No. 8099-UY).

25. "Original Project" means the project described in Schedule 1 to
the Original Loan Agreement.

26. "Preparation Grant" means a grant made, or to be made, to a
Beneficiary out of the proceeds of the Loan, under terms and
conditions set forth in the Operational Manual, to partially
finance consulting' services and non-consulting services for the
preparation of a Subproject proposal.

27. "PMU" means the unit referred to in Section I.A.1 of Schedule 2
to this Agreement, or any successor thereto acceptable to the
Bank.

28. "Procurement Regulations" means, for purposes of paragraph 85 of
the Appendix to the General Conditions, the "World Bank
Procurement Regulations for Borrowers under Investment Project
Financing", dated July 1, 2016.

29. "Resettlement" means the impact of an involuntary taking of land
under the Project, which taking causes affected persons to have
their: (a) standard of living adversely affected; or (b) right,
title or interest in any house, land (including premises,
agricultural and grazing land) or any other fixed or movable
asset acquired or possessed, temporarily or permanently; or (c)
access to productive assets adversely affected, temporarily or
permanently; or (d) business, occupation, work or place of
residence or habitat adversely affected, temporarily or
permanently; or (e) an involuntary restriction of access to
natural resources in legally designated parks and protected areas
(including reserves) which causes an adverse impact on the
livelihoods of the affected persons.

30. "Resettlement Policy Framework" or "RPF" means the Borrower's
framework, dated September 2017, acceptable to the Bank,
published in the Borrower's website on September 26, 2017 and on
the Bank's website on September 26, 2017 and included in the
Operational Manual, outlining general implementation procedures,
mitigation measures and monitoring procedures for Resettlement
under the Project, including the procedures for preparation and
implementation of resettlement action plans, when applicable, as
said framework may be amended from time to time with the Bank' s
prior written approval.

31. "Santa Lucia River Basin" means, for purposes of the Project, the
zone of approximately 12,300 square kilometers of the drainage
area of the Santa Lucia river, comprising parts of the
territories of the Borrower's Departments of San Jos�, Lavalleja,
Florida, Canelones and Montevideo.

32. "Selected River Basins" means the Santa Lucia River Basin and any
other basin, in addition therefore, selected and agreed between
the Borrower and the Bank.

33. "Signature Date" means the later of the two dates on which the
Borrower and the Bank signed this Agreement and such definition
applies to all references to "the date of the Loan Agreement" in
the General Conditions.

34. "SNIA" means Sistema Nacional de Informaci�n Agropecuaria, the
Borrower's agricultural information and decision support system,
formally established pursuant to Article 279 of the Borrower's
Law No.19,355, dated December 19, 2015 and duly published in the
Borrower's Official Gazette on December 30, 2015.

35. "Soil Management Plan" means the plan required by Law No. 19,355
dated December 19, 2015, dully published in the Borrower's
Official Gazette on December 30, 2015, for a farmer who expects
to cultivate on more than 50 hectares, which needs to include a
description of the proposed cropping sequences for each farm
plot.

36. "Sub-project" means a specific set of activities under Part 2 (b)
of the Project.

37. "Sub-project Agreement" means any of the agreements referred to
in Section I.B.3 of Schedule 2 to this Agreement.

38. "Sub-project Grant" means a grant made, or to be made, to a
Beneficiary out of the proceeds of the Loan to partially finance
works, goods, consulting services, non-consulting services and/or
Training under any given Sub-project.

39. "Sub-project Preparation Agreement" means any of the agreements
referred to in Section I.B.1 (b) of Schedule 2 to this
Agreement.

40. "Training" means reasonable expenditures (other than those
expenditures for consulting services) incurred by MGAP and/or
Beneficiaries for the purposes of the Project and directly
related to the activities of the Project, including, inter alia,
costs related to: (a) training materials; (b) travel costs and
per diems for trainers and trainees; (e) scholarships and
fellowships for training courses to be provided in the Borrower's
territory or abroad; and (d) study tours and internships in the
Borrower's territory or abroad.

Ayuda

Category	Amount of the Loan Allocated (expressed in USD)	Percentage of Expenditures to be financed (inclusive of Taxes)
(1) Goods, works and non-consulting services (other than under Category 3)	1,610,000	80%
(2) Consulting services and Training (other than under Category 3)	17,900,000	80%
(3) Preparation Grants and Subprojects Grants	21,180,000	100%
(4) Operating Costs	1,310,000	85%
TOTAL AMOUNT	42,000,000

Principal Payment Date	Installment Share
On each February 15 and August 15 Beginning February 15, 2023 through February 15, 2035	4%