Page 1 The World Bank 1818 H Street N.W. (202) 473-1000 I NTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Washington, D.C. 20433 Cable Address: INTBAFRAD INTERNATIONAL DEVELOPMENT ASSOCIATION U.S.A. Cable Address: INDEVAS CONFORMED COPY September 30, 2010 Mr. Luís Manuel Rebelo Fernandes President Financiadora de Estudos e Projetos Praia do Flamengo, 200, 13º andar Flamengo 22210-030 Rio de Janeiro – RJ – Brazil Mr. Eugenius Kaszkurewicz Director Diretoria de Desenvolvimento Científico e Tecnológico Financiadora de Estudos e Projetos Praia do Flamengo, 200, 13º andar Flamengo 22210-030 Rio de Janeiro – RJ – Brazil Re: Brazil: Strengthening Carbon Market Institutions and Infrastructure Project - PHRD Grant No. TF057812 Second Amendment of the Grant Agreement Dear Sirs: We refer to the Grant Agreement entered into between the International Bank for Reconstruction and Development (the World Bank) and the Financiadora de Estudos e Projetos - (FINEP) (the Recipient) dated October 8, 2007 for the above-captioned Project (the Project). In this Amendment Letter, all terms defined in the Grant Agreement have the same meaning as set forth below. We are pleased to inform you that pursuant to your request, dated February 16, 2009 and agreements and understandings reached during Project discussion meetings, the World Bank hereby agrees to amend the Grant Agreement as set forth in its entirety in the attachment to this Amendment Letter. The paragraph after the table in Article III of the Annex to the Grant Agreement is amended to read as follows: “For the purposes of this paragraph, the term “Training, workshops and stakeholder consultations” means reasonable cost of eligible expenditures incurred by the Recipient in connection with the carrying out of workshops, stakeholder consultations and training preparation and administration under the Project, including travel costs, and per diem of trainees, rental of training facilities and purchase of training material; and the term “Operating Costs” means reasonable cost of eligible expenditures incurred by the Recipient in connection with the daily operation of the Project Implementing Entity, including national travel costs, and per diem , additional office personnel and staff for Page 2 2 coordinating Grant components, maintenance of equipment, office supplies and materials, auditing costs of the Grant Account, which expenditures would not have been incurred absent the Project. ” All other provisions of the Agreement, except as amended herein, shall remain in full force and effect. Please confirm your agreement to the foregoing amendment by signing all the originals of this Amendment Letter in the space provided below, and return one fully signed original to us. Upon receipt of a copy of this Amendment Letter duly signed by you, the amendments shall become effective as of the date of its countersignature. Please note that, by countersigning this letter, you also hereby ratify all withdrawal applications under the Operating Costs Category that were signed and submitted to the Bank for the above-mentioned Project prior to the date of said countersignature. Sincerely yours, INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By: /s/ Makhtar Diop Director Brazil Country Management Unit Latin America and the Caribbean Region AGREED: FINANCIADORA DE ESTUDOS E PROJETOS By: /s/ Luis Manuel Rebelo Fernandes Authorized Representative Title: President Date: October 28, 2010 By: /s/ Fernando de Nielander Ribeiro Authorized Representative Title: Director of Administration and Finance Date: October 28, 2010 Page 3 3 cc: Mr. Carlos Augusto Vidotto, Secretary of International Affairs, SEAIN/MP – Fax: 2020-5047 Mr. Carlos Lampert, Deputy Secretary, SEAIN/MP – Fax: 2020-5006 Mr. Luiz Eduardo Melin de Carvalho e Silva, Chief of Staff, MF – Fax: 3412-2525 Mr. Nelson Machado, Executive Secretary, MF – Fax: 3412-1824 Ms. Adriana Queiroz de Carvalho, Attorney General, PGFN/MF – Fax: 3412-1784 Mr. Arno Hugo Augustin Filho, Secretary, National Treasury, STN/MF–Fax: 3412-1717 Mr. André Luiz Barreto de Paiva Filho, Deputy Secretary, STN/MF – Fax: 3412-1616 Mr. Marcos Bezerra A. Galvão, Secretary, SAIN/MF – Fax: 3412-1722 Mr. João Bernardo Bringel, Executive Secretary, MP – Fax: 2020-5003 Ms. Carolina Renteria, Executive Director for Brazil, The World Bank Mr. Rogério Studart, Executive Director for Brazil, The World Bank