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OFFICIAL
DOCUMENTS                       June 10  20
Honourable Ken Ofori-Atta
Minister for Finance
Ministry of Finance
Finance Drive Accra
P.O. Box M40
Accra
Mr. John M. Allotey
Deputy Chief Executive
The Forestry Commission of Ghana
P.O. Box MB434
Accra
Re:   Amendment to the Carbon Fund of the Forest Carbon Partnership Facility Emission
Reductions Payment Agreement for Ghana Cocoa Forest REDD+ Program between the
Republic of Ghana and the International Bank for Reconstruction and Development, as
Trustee of Tranche A of the Carbon Fund of the Forest Carbon Partnership Facility
(together referred to as "Parties") (TFOB2267)
WHEREAS
A. The Republic of Ghana (-Program Entity") and the International Bank for Reconstruction
and Development ("IBRD"), as trustee of Tranche A of the Carbon Fund of the Forest
Carbon Partnership Facility ("Trustee of Tranche A of the Fund"), entered into the
Emission Reductions Payment Agreement ("ERPA") dated June 11, 2019 (TFOB2267) for
the Ghana Cocoa Forest REDD+ Program.
B.  The Program Entity also entered into a separate Emission Reductions Payment Agreement
with the IBRD, acting as trustee of Tranche B of the Carbon Fund of the Forest Carbon
Partnership Facility ("Trustee of Tranche B of the Fund"), dated June I1, 2019
(TFOB2268) for the Ghana Cocoa Forest REDD+ Program.
THEREFORE, we propose to amend the ERPA as follows:
1.  Section 1.01 shall be deleted in its entirety and replaced by the following:


"Section 1.01   Application of General Conditions
(a) The International Bank for Reconstruction and Development's "General Conditions
Applicable to Emission Reductions Payment Agreements for Forest Carbon
Partnership Facility Emission Reductions Programs" dated November 1, 2014
("General Conditions"), set forth the terms and conditions applicable to this Agreement
and constitute an integral part of this Agreement.
(b) 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 Receipt
Entity, with instructions related to the application for payment under the ERPA."
(c) Unless otherwise defined in this Agreement, any capitalized terms in this Agreement
shall have the meaning ascribed to such terms in the General Conditions.
(d) Any reference made in this Agreement to a specific Article or Section shall, unless
expressly provided for otherwise, be deemed to be a reference to the corresponding
Article or Section in this Agreement."
2. A new Section 4.05 shall be added as follows:
"Section 4.05 Application for Payment
Any Periodic Payment or Advance Payment to be made by the Trustee under and subject
to Section 4.03 (in conjunction with Section 5.03 of the General Conditions) and Section
4.04 of this Agreement shall require the Program Entity to submit an application for
payment electronically or otherwise to the Trustee, in form and substance satisfactory to
the Trustee, in accordance with the Disbursement and 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. Any time period provided for in this
Agreement or the General Conditions for such payment to become due shall not start
running before such Application for Payment has been submitted by the Program
Entity."
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 becorne effective and become an integal part of the ERPA upon
being duly counter-signed and returned to the Trustee by the Project Entity.
Yours sincerely,
On behalf of the International Bank
for Reconstruction and Development,
as Trustee of Tranche A of the Carbon Fund of
the Forest Carbon Partnership Facility
By:     _   _     _   _ _   _  _    _
Name: Pierre Laporte
Title: Country Director
Date: June 10, 2020
CONFIRMED AND AGREED:
On behalf of Republic of Ghana,
represe td by the Ministry of Finance
By:
Name: Honourabl Ken Ofori-Atta
Title: Minister
Date:
On behalf of Republic of Ghana,
represen d by Fthe r try Commission of Ghana
By:   _ _ _  _ _  _ _  _ _ _  _ _   _
Name: Mr. John M. Allotey
Title: Deputy Chief Executive
Date: ___d                      ___