25-Nov-2024
                                                                                     _________________



His Excellency Mr. Alfred Fils Metellus
Minister of Economy and Finance
Ministry of Economy and Finance
5, Avenue Charles Sumner
Port au Prince, Republic of Haïti


        Ref.: Republic of Haiti: Additional Financing for the Renewable Energy for All Project
                             Financing Agreement (Grant No. D730-HT)
                            Amendment No. 2 to the Financing Agreement

Excellency:

         We refer to the Financing Agreement (the “Financing Agreement”) between the Republic of Haiti
(the “Recipient”) and the International Development Association (“Association”), dated October 14, 2020,
related to the Additional Financing for the Renewable Energy for All Project (the “Project”), as amended.
Please note that capitalized terms used in this letter (“Amendment Letter”) and not defined herein have the
meaning ascribed to them in the Financing Agreement.

        We also refer to request dated March 22, 2024, and our subsequent discussions, requesting the
revision of the term “Escrow Account” and the extension of the Closing Date.

        We are pleased to inform you that the Association agrees with the proposed modifications and
hereby amends the Financing Agreement as follows:

        1.      Section I.A.4 of Schedule 2 to the Grant Agreement is hereby amended to read in its
                entirety as follows:

                “4.     Dedicated Account

                Upon completion of the investments under Part 1(a) benefiting EDH grids, the Recipient
                shall establish and thereafter operate and maintain, for the remainder of the Project, a
                dedicated account (the Dedicated Account) under the administrative authority of EDH and
                on terms and conditions satisfactory to the Association, as further detailed in the
                Operational Manual, to facilitate payments under the O&M Contract, and ensure
                sustainability under Part 1(a) of the Project.”

        2.      Section I.B.1.(h) of Schedule 2 to the Financing Agreement is hereby amended to read in
                its entirety as follows:

                “(h)    the description of the functioning of the Dedicated Account;”




                                       7, Rue Ogé, Pétion-Ville, Haïti
                                      Tel: (509) 2812 2200 / 2812 2201
                                                   -2-


         3.      Section III.B.2 of Schedule 2 of the Financing Agreement is hereby amended to read in its
                 entirety as follows:

                 “2.     The Closing Date is June 30, 2026.”

         4.      The definition of “Escrow Account” in the Appendix to the Financing Agreement is hereby
                 deleted and replaced with the definition of “Dedicated Account” as follows:

                 “Dedicated Account” means the account referred to in Section I.A.4 of Schedule 2 to this
                 Agreement.

        All other provisions of the Financing Agreement, except as herein amended, shall remain in full
force and effect.

        Please confirm, on behalf of the Recipient, your agreement to the foregoing amendments to the
Agreement, by signing and dating this Amendment Letter which is executed electronically. This
Amendment Letter will become effective as of the date of the countersignature by the Recipient’s
authorized representative.


                                             Very truly yours,

                       INTERNATIONAL DEVELOPMENT ASSOCIATION



                               By__________________________________
                                         Anne-Lucie Lefebvre
                                       Country Manager for Haiti
                                Latin America and the Caribbean Region



AGREED AND CONFIRMED:

REPUBLIC OF HAITI


By:      ______________________________
             Authorized Representative
              Mr. Alfred Fils Metellus
Name: ______________________________
             Ministre Economie et Finances
Title:   ______________________________
              25-Nov-2024
Date:    ______________________________