ARUP BANERJI Regional Country Director Eastern Europe Europe and Central Asia p. ( Jee 'Z023 -------- Mr. Ihor H. Syrota Director General Private Joint Stock Company "Ukrhydroenergo" 07300, town Vyshgorod Kyiv oblast Ukraine Re: Loan No. 9284-UA-Loan No. TF0B5994-Grant No. TF0B5724 (Ukraine - Improving Power System Resilience for European Power Grid Integration (Installation of Hybrid Systems for Electricity Production in Ukrbydroenergo) Project) Second Amendment to the Loan Agreements and Grant Agreement Dear Mr. Syrota: We refer to: (a) the Loan Agreement ("Loan Agreement") between the Private Joint Stock Company "Ukrhydroenergo" ("Borrower") and the International Bank for Reconstruction and Development ("Bank"), dated September 13, 2021; (b) the Clean Technology Fund Loan Agreement ("CTF Loan Agreement") between the Borrower and the Bank, acting as an implementing entity of the Clean Technology Fund, of the same date as the Loan Agreement; and (c) the Clean Technology Fund Grant Agreement ("CTF Grant Agreement") between the Bank, acting as administrator of the Clean Technology Fund and the Borrower, also of the same date as the Loan Agreements (collectively, the "Agreements"); all for the above-referenced Project. The capitalized terms used in this letter (the "Amendment Letter") and not defined herein have the meaning ascribed to them in the Agreements. We further refer to your letter, dated May 2, 2024, requesting the Bank for specific amendments to the Project. We are pleased to inform you that the Bank hereby agrees to your request and proposes to amend the Agreements as follows: 1. The objective ofthe Project as described in Schedule 1 ofthe Agreements is hereby revised to read as follows: " The objectives of the Project are to: (a) enhance the flexibility of the Ukraine's power grid through storage investments and market expansion to support synchronization with the European electricity grid and decarbonization ofthe power sector; and (b) provide immediate and effective response to an eligible emergency." 2. Part 1 of the Agreements is hereby amended by deleting Parts 1.2 and 1.3 in their entirety and the following paragraph is renumbered to maintain numerical order. -2- 3. Part 3 of each of the Agreements is hereby revised to read as follows: "Part 3. Contingent Emergency Response Financing the procurement of: (a) block transformers with monitoring system for various Selected HPPs; (b) other hydrotechnical equipment, including turbines and generators for various Selected HPPs; and (c) works for restoration of generation hall of Dnipro-2 HPP." 4. The table under Section III.A of Schedule 2 to the Loan Agreement (Loan No. 9284-UA) is hereby deleted in its entirety and replaced with the table as set forth in Annex 1 of this Amendment Letter. 5. The Table under Section IV.A of Schedule 2 to the CTF Loan Agreement (Loan No. TF0B5994) is hereby deleted in its entirety and replaced with the new table as set forth in Annex 2 of this Amendment Letter. 6. The following definition in the Appendix to the Agreements is hereby amended to read as follows: Selected HPPs" means the following HPPs: (i) Kyiv (HPP including pump storage hydropower plant); (ii) Kaniv; (iii) Kremenchuk; (iv) Seredniodniprovska; (v) Dnipro; and (vi) Dniester (HPP including pumped storage power plant) as further defined in the Operations Manual." All other provisions of the Agreements, except as amended through this Amendment Letter, shall remain in full force and effect. [remainder ofpage intentionally left blank] -3- Please confirm the agreement of the Borrower to the amendments set out above by countersigning and dating the 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. Upon receipt by the Bank of the copy of this Amendment Letter duly countersigned by the authorized representative of the Borrower, this Amendment Letter shall become effective as of the date of countersignature ofthis letter by the Borrower and receipt by the Bank of one fully executed original of this Amendment Letter. Very truly yours, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Lau[erj1 Regional Co Director Eastern Europe Europe and Central Asia Region AGREED: ANY"UKRHYDROENERGO" By: r Name: Thor H. Syyo1q Title: Dec#or ere rl Date: /«0G.20244 - 4- ANNEXl Loan No. 9284-UA "Category Amount of the Loan Percentage of Allocated Expenditures to be (expressed in USD) financed (exclusive of Taxes) ( 1) Goods, works, non- consulting services, 51,557,500 61% consulting services for Part 1.1 of the Project (4) (a) consulting services for Part 1.4 of the Project; and (b) Operating Costs and 1,600,000 64% Training for Part 1 of the Project Amount payable pursuant to Section 2.03 of this (5) Front-end Fee 442,500 Agreement in accordance with Section 2.07(b) of the General Conditions (6) Interest Rate Cap or Amount due pursuant to Interest Rate Collar 0 Section 4.05(c) of the premium General Conditions (7) Emergency Expenditures 123,400,000 100% TOTAL AMOUNT 177,000,000" -5- ANNEX2 CTF Loan No. TF0B5994 "Category Amount of the Loan Percentage of Allocated Expenditures to be financed (expressed in USD) (exclusive of Taxes) (1) Goods, works, non- consulting services, 32,947,000 39% consulting services, for Part 1.1 of the Project (4) (a) consulting services for Part 1.4 of the Project; and (b) 900,000 36% Operating Costs and Training for Part 1 of the Project Amount payable in accordance with Section (5) Management Fee 153,000 2.04 ofthis Agreement and Section 4.0l(a) of the Standard Conditions TOTAL AMOUNT 34,000,000"