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
  Energy Sector Management Assistance Program Grant Agreement (ESMAP Grant No. TF0B3955)

                               Amendment No. 2 to the Grant Agreement

Excellency:

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

        We also refer to the 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 World Bank agrees with the proposed modifications.
Accordingly:

        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 World Bank, 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 Grant 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 to the Grant Agreement is amended to read in its entirety as
                follows:

                “2.     The Closing Date is December 31, 2025.”

         4.     The definition of “Escrow Account” in the Appendix to the Grant 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 Grant 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 BANK FOR RECONSTRUCTION AND DEVELOPMENT/
                  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:    ______________________________