THE WORLD BANK IBD * IDA I WORLD BANKGROUP OFFICIAL December 15, 2017 DOCUMENTS Tessa Price Regional Executive - Pacific Islands Australia and New Zealand Banking Group Limited 7/25 Victoria Parade Suva Fiji Dear Ms. Price, Sustainable Energy Financing Program (GEF Grant Number TF058282) Amendment to the Amended and Restated Global Environment Facility Grant Agreement We refer to the Amended and Restated Global Environment Facility Grant Agreement between the Australia and New Zealand Banking Group Limited (the "Recipient") and the International Bank for Reconstruction and Development, acting as an Implementing Agency of the Global Environment Facility (the "World Bank"), for the Sustainable Energy Financing Program, dated June 9, 2014, as amended (the "GEF Grant Agreement"). We also refer to your letter dated November 28, 2017 requesting certain amendments to the GEF Grant Agreement. All capitalized terms used in this letter ("Amendment Letter") shall have the same meanings ascribed to them in the GEF Grant Agreement unless the context requires otherwise. We are pleased to inform you that the World Bank agrees with your request and hereby proposes to amend the GEF Grant Agreement by way of this Amendment Letter as follows: 1. Section I.B.5 of Schedule 2 to the GEF Grant Agreement is amended to read as follows: "5. The Recipient shall remit to the World Bank in US Dollars to an account designated in writing by the World Bank to the Recipient: (a) by June 30, 2018, the uncommitted balance in the Guarantee Account, being amounts against which Guarantees have not been issued, as of the end of the Commitment Period; and (b) by the Closing Date, the balance of the Guarantee Account not called or paid, and the amount of any recoveries in the Guarantee Account as of the Closing Date." 2. Section IV.B.2 of Schedule 2 to the GEF Grant Agreement is amended to read as follows: "2. The Closing Date referred to in Section 3.06(c) of the Standard Conditions, this Grant Agreement and the Fund Manager Operations Manual is June 30, 2018." 1818 H Street NW * Washington, DC 20433 USA Australia and New Zealand Banking Group Limited -2- GEF Grant Number TF058282 3. Definition of "Closing Date" in paragraph 8 of Section II of the Appendix to the GEF Grant Agreement is amended to read as follows: "8. "Closing Date" means June 30, 2018." Except as specifically amended herein, all other provisions of the GEF Grant Agreement shall remain in full force and effect. Please indicate your agreement to the amendment to the GEF Grant Agreement set out above by countersigning, dating and returning to us one original of this Amendment Letter. Upon receipt by the World Bank of a duly countersigned original of this Amendment Letter, the amendments detailed in this Amendment Letter shall become effective as of the date of countersignature. Sincerely, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT, acting as an Implementing Agency of the Global Environment Facility Michel Kerf Country Director Papua New Guinea & Pacific Islands East Asia and Pacific Region AGREED: AUSTRALIAN AND NEW ZEALAND BANKING GROUP LIMITED By: -< §& -:,c Authorized Representative Name: Date: _ _ _ _ _ _ _ _ _