The World Bank 1818 H Street N.W. (202) 473-1000 INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Washington, D.C. 20433 Cable Address: INTBAFRAD INTERNATIONAL DEVELOPMENT ASSOCIATION U.S.A. Cable Address: INDEVAS H. E. Nicolas Kazadi Kadima Minister of Finance Ministry of Finance Kinshasa-Gombe Democratic Republic of Congo Re: Amendment to the Carbon Fund of the Forest Carbon Partnership Facility Emission Reductions Payment Agreement for the Mai-Ndombe Emission Reductions Program between the Democratic Republic of Congo and the International Bank for Reconstruction and Development, as Trustee of Tranche B of the Carbon Fund of the Forest Carbon Partnership Facility (together referred to as "Parties"T(TFOB9276) WHEREAS A. The Democratic Republic of Congo ("Program Entity") and the International Bank for Reconstruction and Development ("IBRD"), as trustee of Tranche B of the Carbon Fund of the Forest Carbon Partnership Facility ("Trustee of Tranche B of the Fund"), entered into the Emission Reductions Payment Agreement ("ERPA") dated September 21, 2018 (TFOB9276) for the Mai-Ndombe Emission Reductions Program ("ER Program"). B. The Program Entity also entered into a separate Emission Reductions Payment Agreement with the IBRD, acting as trustee of Tranche A of the Carbon Fund of the Forest Carbon Partnership Facility ("Trustee of Tranche A of the Fund"), dated September 21, 2018 (TFOB9277) for the ER Program. C. As per letter dated December 17, 2021, the Parties reached agreement on a revision of the Reference Level for the ER Program. Following such agreement, the Parties now intend to update various provisions in the ERPA through an ERPA amendment. In line with the advanced draft version of the Benefit Sharing Plan provided by the Program Entity to the Trustee prior to signing the ERPA, the ERPA amendment also introduces the United Nations Development Programme (UNDP"), through its Multi-Partner Trust Fund Office ("MPTF- 0"), to receive, as ERPA Payment Recipient Entity and on behalf of the Program Entity, all payments made by the Trustee of Tranche B of the Fund to the Program Entity under the ERPA. UNDP, through MPTF-O, will then share such payments in various tranches, on behalf of and following the instructions of the Program Entity's REDD+ National Fund ("FONAREDD") in its Ministry of Finance, with eligible Beneficiaries in accordance with the Benefit Sharing Plan. For this purpose, the Program Entity, through the Ministry of Finance, and UNDP, through MPTF-O, will enter into a subsidiary agreement ("Subsidiary Agreement"), in form and substance satisfactory to the Trustee of Tranche B of the Fund, which clarifies each party's roles and responsibilities. RCA 248423. CQ WU1 64145 fl FAX (202) 477-6391 -2- THEREFORE, we propose to amend the ERPA as follows: 1. A new paragraph (d) shall be added to Section 1.01 of the ERPA as follows: "(d) The following definition shall be added to Section 2.01 of the General Conditions: 'Disbursement and Financial Information Letter' means the letter transmitted by the Trustee to the Program Entity, and/or if applicable, the ERPA Payment Recipient Entity, with instructions related to the application for payment under the ERPA." 2. The chapeau of Section 3.03(a) of the ERPA shall be deleted in its entirety and replaced as follows: "If any of the Conditions of Effectiveness have not been fulfilled by the Program Entity within forty six (46) months from the date of this Agreement, as may be extended by the Trustee in accordance with Section 3.03(a)(i) below ("Conditions Fulfillment Date"), the Trustee may, at its discretion: (...)" 3. Section 4.05(b)(i) of the ERPA shall be deleted in its entirety and replaced as follows: "(i) The Program Entity has fulfilled all Conditions of Effectiveness referred to in Section 3.01 and specified in Schedule 1. to this Agreement, in form and substance satisfactory to the Trustee following consultations with Tranche B Participants, the Action Plan provided under No.5 of such Conditions of Effectiveness has been implemented in full by the Program Entity, and the Subsidiary Agreement, as defined in and in accordance with Section 4.06(c) below, has been executed;" 4. Section 4.05(c)(i) of the ERPA shall be deleted in its entirety and replaced as follows: "(i) - The Program Entity has fulfilled all Conditions of Effectiveness referred to in Section 3.01 and specified in Schedule 1 to this Agreement, in form and substance satisfactory to the Trustee following consultations with Tranche B Participants, the Action Plan provided under No.5 of such Conditions of Effectiveness has been implemented in full by the Program Entity, and the Subsidiary Agreement, as defined in and in accordance with Section 4.06(c) below, has been executed;" 5. Section 4.05(e)(iii) of the ERPA shall be deleted in its entirety and replaced as follows: "(iii) The Program Entity has fulfilled all Conditions of Effectiveness referred to in Section 3.01 and specified in Schedule I to this Agreement, in form and substance satisfactory to the Trustee following consultations with Tranche B Participants, the Action Plan provided under No.5 of such Conditions of Effectiveness has been implemented in full by the Program Entity, and the Subsidiary Agreement, as defined in and in accordance with Section 4.06(c) below, has been executed;" 6. Section 4.05(g)(iii) of the ERPA shall be deleted in its entirety and replaced as follows: "(iii) The Program Entity has fulfilled all Conditions of Effectiveness referred to in Section 3.01 and specified in Schedule 1 to this Agreement, in form and substance satisfactory to the Trustee following consultations with Tranche B Participants, the Action Plan provided under No.5 of such Conditions of Effectiveness has been implemented in full by the Program Entity, and the Subsidiary Agreement, as defined in and in accordance with Section 4.06(c) below, has been executed;" 7. A new Section 4.06 shall be added to the ERPA as follows: -3- "Section 4.06 ER ProgramImplementation; Receipt and Use ofERPA Payment (a) The Program Entity shall implement and manage the ER Program through the ER Program Management Unit established and contracted in accordance with Section 7.0 1(d) of this Agreement. (b) The Program Entity, through UNDP's MPTF-O ("ERPA Payment Recipient Entity"), shall receive all Periodic Payments and Advance Payments (together referred to as "ERPA Payments") under this Agreement. (c) The Program Entity, through the Ministry of Finance and UNDP, through MPTF-O, shall enter into a Subsidiary Agreement ("Subsidiary Agreement") to set out the responsibilities of MPTF-O, among others, regarding the receipt and use of ERPA Payments made under this Agreement. The responsibilities of MPTF-O under the Subsidiary Agreement shall be limited to its role as the ERPA Payment Recipient Entity, its responsibilities related to financial oversight over the receipt and sharing ofERPA Payments, on behalf of and following the instructions of FONAREDD, with eligible Beneficiaries in accordance with the Benefit Sharing Plan. Prior to the execution of the Subsidiary Agreement, the Program Entity, through the Ministry of Finance, shall provide a draft version to the Trustee for its review and shall not execute the Subsidiary Agreement, unless the Trustee has provided written approval of the draft Subsidiary Agreement as in form and substance satisfactory to the Trustee for the purposes of this Agreement. (d) The Trustee shall be deemed to have fulfilled its respective payment obligation towards the Program Entity under this Agreement once it has made an ERPA Payment to UNDP's MPTF-O as the ERPA Payment Recipient Entity. The Program Entity, represented by the Ministry of Finance, agrees that when serving as Trustee and to the extent it follows the instructions given by the Program Entity, through the Ministry of Finance, the IBRD in its individual capacity and as Trustee shall not, under any circumstances, be liable for any direct or indirect loss or damage whatsoever caused to the Program Entity or the ERPA Payment Recipient Entity as a result of making the ERPA Payment to the ERPA Payment Recipient Entity. (e) For the avoidance of doubt, despite the delegation of certain responsibilities of the Program Entity under this Agreement to the ER Program Management Unit and UNDP's MPTF-O (through this Agreement and the Subsidiary Agreement), the Program Entity shall remain fully responsible and accountable under this Agreement for the way such entities carry out their respective delegated responsibilities on behalf of the Program Entity. In particular, in the event that the ER Program Management Unit and/or UNDP's MPTF-O fail to observe, implement or meet all requirements contained in this Agreement, the Benefit Sharing Plan and the Safeguards Plans provided for under this Agreement (including any feedback and grievance redress mechanism provided for under the ER Program, the Benefit Sharing Plan and/or any Safeguards Plan), such failure shall constitute an event of default by the Program Entity (Event of Default) under Section 16.01(a)(vii) of the General Conditions." 8. A new Section 4.07 shall be added to the ERPA as follows: "Section 4.07 Application for Payment (a) Any ERPA Payment to be made by the Trustee under and subject to Section 4.03 (in conjunction with Section 5.03 ofthe General Conditions), Section 4.05 and Section 4.06 of this Agreement shall require the Program Entity to submit through the Ministry of Finance, an application for payment electronically or otherwise to the Trustee, in form and substance satisfactory to the Trustee, in accordance with the Disbursement and -4- Financial Information Letter ("Application for Payment"), and such additional instructions as the Bank may specify from time to time by notice to the Program Entity. (b) The Program Entity, through the Ministry of Finance, may apply for ERPA Payments in accordance with the terms of this Agreement and the Disbursement and Financial Information Letter to finance eligible expenditures consisting of payments for transferred Contract ERs under this Agreement in the maximum amount specified and, if applicable, up to the percentage set forth against the category of the following table: Category Maximum allocated Percentage of expenditures to amount* be financed (exclusive of Taxes)** (1) Transferred Contract ERs USD 52,050,765 100% (Tranche B Pro Rata Share) Total Amount USD 52,050,765 100% * This maximum amount is the Tranchc B Pro Rata Share of the total value of Contract ERs contracted for under this Agreement and the Tranche A ERPA (Tranche B Pro Rata Share of 11,000,000 Contract ERs X Unit Price), subject to the actual Contract ER, amounts generated and transferred in accordance with the tens of this Agreement. ** For the avoidance of doubt, any Taxes, if applicable, shall be borne by each Party in accordance with Section 5.04(b) of the General Conditions. (c) In addition, in the event that the Trustee exercises a Call Option under Article V, the Program Entity may apply for Periodic Payments for such amount of transferred Additional ERs for which the Call Option has been exercised for Tranche B. For the avoidance of doubt, in the event that the Trustee exercises a Call Option, the table in Section 4.07(b) above may be amended to include the allocated amount for such Additional ERs. (d) Any time period provided for in this Agreement or the General Conditions for such ERPA Payment to become due shall not start running before such Application for Payment has been submitted by the Program Entity." 9. The ER Program Start Date in Section 6.01 of the ERPA shall be January 1, 2019. 10. Schedule 2 of the ERPA shall be deleted in its entirety and replaced by the following: SCHEDULE 2 MINIMUM REPORTING PERIOD AMOUNTS Minimum Reporting Period Cumulative Amount of Amount of Contract ERs to be Contract ERs which must be generated in this Reporting generated by the end of this Reporting Period Period and subsequently Reporting Period and transferred to the Trustee of subsequently transferred to Tranche B of the Fund the Trustee of Tranche B of the Fund Tranche B Pro Rata Share of Tranche B Pro Rata Share of Jaur1121-900,000 900,000 I December 31, 202090009V 0 (851,740 ERs) (851,740 ERs) Tranche B Pro Rata Share of Tranche B Pro Rata Share of 2 Januar 1, 202 1,750,000 2,650,000 (1,656,161 ERs) (2,507,901 ERs) Tranche B Pro Rata Share of Tranche B Pro Rata Share of 3 Januar 1,202 8,350,000 11,000,000 (7,902,252 ERs) (10,410,153 ERs) -5- Unless otherwise defined in this letter of amendment, all capitalized terms used in this letter of amendment shall have the same meaning as given to those terms in the ERPA. Unless expressly amended by this letter of amendment, all terms and provisions under the ERPA shall remain unchanged and in full force and effect. This letter of amendment shall become effective and become an integral part of the ERPA upon being duly counter-signed and returned to the Trustee by the Program Entity. Sincerely yours, On behalf of the International Bank for Reconstruction and Development, as Trustee of Tranche B of the Carbon Fund of the Forest Carbon Partnership Facility By: _ _ _ __ _ _ Name:A4P L W Title:TF4fJt IT & kklUt Date: CONFIRMED AND AGREED: On behalf of the Demoer ic Republic of Congo, represented by the Ministry of Finance By: Name:NIM('c45/Z J Title: / Date: t