TREATIES AND OTHER INTERNATIONAL ACTS SERIES 07-913.1 

________________________________________________________________________ 

FINANCE 

Tropical Forests 

Restructuring of Debt 

 Agreement Between the 

UNITED STATES OF AMERICA 

and COSTA RICA 

Signed at San Jose September 13, 2007 

with 

Schedules 

and 

Agreement amending the agreement 

Signed at San Jose September 25 and 27, 2007 

 
 NOTE BY THE DEPARTMENT OF STATE 

 Pursuant to Public Law 89—497, approved July 8, 1966 

(80 Stat. 271; 1 U.S.C. 113)—

“. . .the Treaties and Other International Acts Series issued 

under the authority of the Secretary of State shall be competent 

 evidence . . . of the treaties, international agreements other than 

treaties, and proclamations by the President of such treaties and 

international agreements other than treaties, as the case may be, 

therein contained, in all the courts of law and equity and of maritime 

jurisdiction, and in all the tribunals and public offices of the 

United States, and of the several States, without any further proof 

or authentication thereof.” 
 COSTA RICA 

 Finance: Tropical Forests 

 Restructuring of Debt 

 Agreement signed at San Jose September 13, 2007; 

 Entered into force September 13, 2007. 

 With schedules. 

 And agreement amending the agreement. 

 Signed at San Jose September 25 and 27, 2007; 

 Entered into force September 27, 2007. 
[EXECUTION COPY]

AGREEMENT BETWEEN

THE GOVERNMENT OF THE UNITED STATES OF AMERICA AND THE CENTRAL BANK OF COSTA

RICA REGARDING A DEBT-FOR-NATURE SWAP WITH RESPECT TO CERTAIN DEBT OWED BY

THE CENTRAL BANK OF COSTA RICA TO THE GOVERNMENT OF THE UNITED STATES OF

AMERICA

The Government of the Umted States of Amenca and the Central Bank of Costa Rica,

Seeking to facilitate the conservation, protection, restoration, and sustainable use and

management of tropical forests in Costa Rica, which provide a wide range of benefits to

humankind,

Noting that rapid rates of tropical deforestation and forest degradation continue to be

serious problems in many regions of the world,

Recognizing that the restructuring of external debt in the context of broader economic

reforms can result in increased protection for tropical forests,

Wishing to ensure that resources from debt restructuring will be used for the conservation

of tropical forests,

Further recognizing the role played by Conservation International Foundation and The

Nature Conservancy in tropical forest protection in Costa Rica, and the success of nongovernmental organizations in Costa Rica m conserving and managmg tropical forest land in

Costa Rica,

In consideration of the Debt Reduction Payment by the Government of the Umted States

of America and the restructuring of the debt obligation owed to the U S Agency for International

Development by the Central Bank of Costa Rica,

In furtherance of the goals of the U S Tropical Forest Conservation Act of 1998, Public

Law No 105-214, as amended, and the Foreign Operations, Export Financing, and Related

Programs Appropriations Act for U S fiscal year 2005, as contained in Public Law No 108-447,

and

Acknowledging that the U S Tropical Forest Conservation Act of 1998 establishes in the

U.S. Department of the Treasury a "Tropical Forest Facility" for the administration of debt

reduction involving, inter aim, concessional loans extended by the U S Agency for International

Development

Have agreed on this 13th day of September, 2007, and contract as follows.
1 1.

ARTICLE I

DEFINITIONS

Defined Terms The capitalized terms contained and used in this Agreement shall have

the respective meanings ascribed to them m this Section 1.1 and elsewhere in this

Agreement If a capitalized term is not defined in this Agreement and it is defined in the

Debt Swap Program Agreement, the Swap Fee Contractual Agreement or the Forest

Conservation Agreement, then it shall have the meaning ascribed to it in the Debt Swap

Program Agreement, Swap Fee Contractual Agreement or the Forest Conservation

Agreement, as applicable

(a) "Admimstrator" has the meaning ascribed to it in the Forest Conservation

Agreement

(b) "Agreement" means this Agreement between the Government of the

United States of America and the Central Bank of Costa Rica Regarding a Debtfor-Nature Swap with Respect to Certain Debt Owed by the Central Bank of

Costa Rica to the Government of the United States of America, as it may be

amended from time to tune

(c) "Business Day" means any day on which the Federal Reserve Bank of New

York and CBCR are both open for business.

(d) "CBCR" means the Central Bank of Costa Rica

(e) "Closing" has the meaning set forth in Section 2 3 of this Agreement.

(f) "Closing Date" has the meaning set forth in Section 2 3 of this Agreement

(g) "CI" means Conservation International Foundation, a nonprofit

corporation organized under the laws of the State of California in the Umted

States of America, and any of its successors.

(h) "Debt Reduction Payment" means the transfer of twelve million, six

hundred twenty-four thousand, three hundred thirty-three U S Dollars

(US$12,624,333) by the U S. Department of the Treasury from the Debt

Restructuring Account to the USAID Account

(i) "Debt Restructuring Account" means the 'Debt Restructuring Program

Account," at the U S Department of the Treasury

0) "Debt Service Account" means the account of such name that (a) is

opened and maintained by the Trustee in accordance with the Trust Agreement, (b)

serves as the master account, receiving all Payments from CBCR and transferring

all such funds to the FCA Grants Account and/or the FCA Endowment Account,

as the case may be, and (c) is operated by the Trustee in accordance with the

2
instructions of the Oversight Committee, provided that pnor to the execution and

delivery of the Trust Agreement, "Debt Service Account" shall mean the FCA

Escrow Account.

(k) 'Debt Swap Program Agreement" means the Agreement between the

Government of the Umted States of America and the Government of the Republic

of Costa Rica Regarding a Debt-for-Nature Swap Program under the U S.

Tropical Forest Conservation Act, dated as of the date hereof, as amended from

time to time

(1) "FCA Escrow Account" has the meaning ascribed to it m the Forest

Conservation Agreement.

(m) "FCA Obhgations" means the CBCR's undertakings pursuant to this

Agreement, that are reiterated in the Forest Conservation Agreement, ansmg from

the restructuring of the Outstanding Obhgation that obligate the CBCR to make

payments to the Debt Service Account, in accordance with the terms and

conditions set forth m this Agreement and the Forest Conservation Agreement, in

the amounts set forth in Schedule A.2 of this Agreement

(n) "Forest Conservation Agreement" means the Forest Conservation

Agreement among the Government of the Republic of Costa Rica, the Central

Bank of Costa Rica, The Nature Conservancy, and Conservation International

Foundation , dated as of the date hereof, as amended from time to time

(o) "GOCR" means the Government of the Republic of Costa Rica

(p) "Outstanding Obligation" means Loan 515K043 under the agreement

entitled "Loan Agreement between the Umted States of Amenca and the Central

Bank of Costa Rica for Economic Stabilization and Recovery III," dated May 7,

1984, as amended on July 12, 1984 and December 5, 1984, that obligates the

CBCR to repay principal and interest on debt the outstanding principal of which is

U S $23,297,601 39 as of August 1, 2007

(q) "Oversight Committee" has the meaning ascribed to it in the Forest

Conservation Agreement

(r) "Party" means either the USG or the CBCR, and "Parties" means,

collectively, the USG and the CBCR

(s) "Payment Due Date" has the meaning set forth in Section 6 1 of this

Agreement

(t) "Restructured Obligations" means, collectively, the FCA Obhgations and

the Restructured USAID Obhgations, which together shall replace in its entirety

3
the Outstanding Obligation

(u) "Restructured USAID Obligations" means the CBCR's undertakings

pursuant to this Agreement arising from the restructuring of the Outstanding

Obhgation that obligate CBCR to continue to make payments to USAID in

accordance with Schedule A.1 of this Agreement and in accordance with the terms

and conditions governmg payments under the Outstanding Obligation as well as

the terms and conditions set forth herein USAID shall remain the creditor of the

CBCR for purposes of the Restructured USAID Obhgations

(v) "Swap Fee Contractual Agreement" means the Swap Fee Contractual

Agreement among the Government of the United States of America, Conservation

International Foundation, and The Nature Conservancy, dated as of the date

hereof

(w) "TFCA" means the U S Tropical Forest Conservation Act of 1998, Public

Law No. 105-214, as amended

(x) "TNC" means The Nature Conservancy, a nonprofit corporation organized

under the laws of the District of Columbia in the United States of America, and

any of its successors

(y) "Trust Agreement" has the meaning ascribed to it in the Forest

Conservation Agreement

(z) "Trustee" has the meaning ascribed to it in the Forest Conservation

Agreement

(aa) "USAID" means the U S Agency for International Development

(bb) "USAID Account" means the Debt Restructuring Financing Account

#11X4137 of USAID in the name of "Controller, Office of Financial Management,

Agency for International Development", ALC# 72000001, on the books of the

Federal Reserve Bank of New York

(cc) "U S Dollar" means the legal tender of the United States of America.

(dd) "USG" means the Government of the United States of America, acting

pnmarily through the U S Department of the Treasury

ARTICLE II

CLOSING

2 1 Obhgations of the USG Pursuant to the terms and subject to the conditions hereof, the

4
USG shall (a) at the Closing, make the Debt Reduction Payment, thereby canceling a

portion of the amounts due and unpaid under the Outstanding Obligation, and (b) at the

Closing, substitute the Restructured Obligations for the Outstanding Obligation

2 2 Obhgations of the CBCR Pursuant to the terms and subject to the conditions hereof,

the CBCR shall (a) at the Closing, substitute the Restructured Obligations for the

Outstanding Obligation, (b) if the Closing Date coincides with a Payment Due Date,

make the payment due to the Debt Service Account on such Payment Due Date under the

FCA Obligations m accordance with the terms of this Agreement and the Forest

Conservation Agreement

2 3 Closing The consummation of the transactions contemplated in this Article II shall take

place simultaneously in a single act (the "Closin g") on (a) September 26, 2007, or (b)

such other later Business Day on or before September 28, 2007 as may be agreed by the

Parties, the GOCR, CI and TNC m wntmg (the "Closing Date").

ARTICLE HI

PAYMENT OF RESTRUCTURED OBLIGATIONS

3 1 Payments of Principal and Interest The CBCR shall (a) make payments of principal and

interest to USAID m U S Dollars on the Restructured USAID Obligations as specified in

Schedule A.1 of this Agreement (which payments shall be subject to the terms and

conditions governing payments under the Outstanding Obligation), and (b) make

payments in U S Dollars to the Debt Service Account in accordance with the FCA

Obligations as specified in Schedule A.2 of this Agreement. All payments made to

USAID shall be deposited m the USAID Account by wire transfer in accordance with the

wire transfer instructions set forth in Schedule B of this Agreement

3 2 Interest on Overdue Payments Interest shall accrue, at an interest rate of three percent

(3.0%) per annum, on the outstanding balance of principal of the FCA Obligations and on

any due and unpaid interest

3 3 Business Day Adjustment For any payment to the Debt Service Account, where the day

on or by which a payment is due to be made is not a Business Day, such payment shall be

made on or by the next succeeding Business Day Interest, fees and charges thereon (if

any) shall not continue to accrue for the penod from the due date that is not a Business

Day to that next succeeding Business Day

3 4. Voluntary Prepayments In accordance with the terms and conditions set forth in the

Forest Conservation Agreement, the CBCR may prepay without any cost, premium or

penalty all or any portion of the FCA Obhgations on not less than thirty (30) days' pnor

notice to the Oversight Committee

3 5 Payment Obligations Absolute The payment obhgations of the CBCR hereunder

constitute direct, unconditional and general obligations of the CBCR.

5
3 6 No Assignment The CBCR shall not assign, delegate or otherwise transfer any

obligation under the Restructured Obligations to any third party without the prior written

consent of the USG; such consent shall not be unreasonably withheld or delayed

ARTICLE IV

CLOSING

4.1 Conditions Precedent The obligation of the USG hereunder to make the Debt

Restructuring Payment at the Closing shall be subject to the fulfillment or waiver on or

prior to the Closing Date of the following conditions, each of which shall be performed to

the satisfaction of the USG.

(a) Swap Fee Contractual Agreement. TNC and CI shall have executed and

delivered the Swap Fee Contractual Agreement, such agreement shall be in full

force and effect as of the Closing Date, and TNC and CI shall have duly performed

and complied in all material respects with all agreements, covenants and conditions

required to be performed or complied with by it under the Swap Fee Contractual

Agreement as of the Closing Date, and

(b) Forest Conservation Agreement The Forest Conservation Agreement

shall have been executed and delivered by the parties thereto and the transactions

contemplated in Section 3 thereunder shall have been consummated pnor to, or

concurrently with, the Closing, and the conditions to closing set forth in 1 the Forest

Conservation Agreement shall have been satisfied or waived, and

(c) Debt Swap Program Agreement The Debt Swap Program Agreement shall

have been executed and dehvered by the parties thereto, such agreement shall be in

full force and effect as of the Closing Date, and the GOCR shall have duly

performed and complied in all material respects with all agreements, covenants,

and conditions required to be performed or complied with it by it under the Debt

Swap Program Agreement as of the Closing Date, and

(c)	Other Documents. The USG shall have received from the CBCR such

further documents, opinions and certificates as the USG shall reasonably request

ARTICLE V

ADDITIONAL COVENANTS OF 1HE CBCR

5 1 Consultation. The CBCR agrees to consult with the USG, the GOCR, CI, and TNC

before undertaking any action that could reasonably be expected to affect the activities of

the Administrator, the Trustee, or the Oversight Committee

5 2 Financial Reports The CBCR agrees to forward to the USG, within thirty (30) days of

receipt, all reports from the Administrator or the Trustee relating to the payment of the

6
FCA Obligations The USG acknowledges that reports received from the Administrator

or the Trustee will fulfill the CBCR's obligation to provide those reports to the USG.

5 3 Audits and Evaluations The CBCR agrees to make its best efforts to assist the USG in

the satisfactory performance of any audits and evaluations of the CBCR's participation in

this TFCA program deemed necessary by the USG m its sole discretion. Such audits and

evaluations may be m addition to audits and evaluations required under the Forest

Conservation Agreement The CBCR further agrees to make its best efforts to assist the

USG in obtaining any information requested by the USG for purposes of such audits and

evaluations

5.4 Notice of Amendment The CBCR shall promptly notify the USG of any proposed

amendment to the Forest Conservation Agreement The CBCR must obtain the USG's

approval pnor to adopting any such proposed amendment.

ARTICLE VI

FAILURE TO MAKE PAYMENTS UNDER THE FCA OBLIGATIONS

6 1 In the event the CBCR does not make full payment of any installment under the FCA

Obligations when due under this Agreement (each such due date, a "Payment Due Date"),

the CBCR shall immediately commence discussions with the USG to resolve such payment

default (and in no event shall such discussions be commenced later than seven (7) Business

Days after the respective Payment Due Date) The CBCR and the USG agree to use their

best efforts to find a mutually acceptable resolution.

6.2 In the event the CBCR and the USG are unable to find a mutually acceptable solution

within sixty (60) days following the applicable Payment Due Date, the following

procedures shall apply

(a) The USG shall require the CBCR to pay immediately m U S Dollars any

arrears under the FCA Obhgations, mcludmg any accrued interest, to the Trustee

for deposit into the Debt Service Account for distribution in accordance with the

Forest Conservation Agreement, and

(b) The USG may, in its sole discretion, declare all, or any part of, future

payments under the FCA Obligations due and payable immediately m U S Dollars,

in which case, such amounts shall be paid to the Trustee for deposit into the Debt

Service Account for distribution m accordance with the Forest Conservation

Agreement.

6 3 It after one hundred twenty (120) days from the applicable Payment Due Date, the CBCR

still has not paid all arrears under the FCA Obligations, and one or more of the following

events has or have occurred

(a) The USG has not exercised its nghts under Section 6 2 above,

7
(b) The USG has exercised its rights under Section 6.2(a), but not made a claim

for the full amount m arrears, or

(c) The USG has exercised its rights under Section 6 2(b), but not made a claim

for all future payments under the FCA Obligations to be due and payable

immediately in U S. dollars,

then CI or TNC shall have the nght to seek the enforcement of the FCA Obligations in

accordance with Section 9 5 1 of the Forest Conservation Agreement

ARTICLE VII

CONSULTATION

Upon the written request of either Party, the Parties shall consult concerning the

implementation or interpretation of this Agreement These consultations shall take place within

thirty (30) days after a request for consultations is received from either of the Parties

ARTICLE VIII

AMENDMENT AND NOTIFICATION

8 1 Amendment, Waiver This Agreement may be amended with the written consent of both

Parties No provision of this Agreement may be waived orally, but only by a written

instrument signed by the Party against whom enforcement of such waiver is sought A

failure or delay in exercising any right, power or privilege in respect of this Agreement

shall not be presumed to operate as a waiver, and a failure or delay in exercising a single

or partial exercise of any right, power or privilege shall not be presumed to preclude any

subsequent or further exercise, of that right, power or privilege or the exercise of any

other right, power or privilege.

8 2 Notice All notices, consents, requests, instructions, approvals, and other communications

provided for herein shall be in writing and shall be deemed validly given (a) on the date of

delivery when dehvered by hand, (b) on the date of transmission when sent by facsimile

transmission during normal business hours with telephone confirmation of receipt, or (c)

on the date of receipt in accordance with the records of receipt of a reputable overnight

courier that maintains records of receipt, all addressed as set forth below (or to such other

address as any Party shall have designated by notice in accordance with this Section 8 2 to

the other Party)

(a) To the USG

Deputy Assistant Secretary for International

Development Finance and Debt

8
U.S. Department of the Treasury

1500 Pennsylvania Avenue, N W

Washington, D C 20220 U S A.

(202) 622-0070 (telephone)

(202) 622-0658 (facsimile)

(b) To the CBCR.

Gerencza,

Banco Central de Costa Rica

Avemdas Central y Pnmera, Calles

Dos y Cuatro, San Jose, Costa Rica

(506) 243-3034 (telephone)

(506) 243-3031 (facsimile)

8 3 Counterparts This Agreement (and each amendment, modification and waiver in respect

of it) may be executed and delivered in counterparts, each of which shall be deemed an

ongmal and all of which, taken together, shall constitute one instrument. This Agreement

shall not be effective unless and until signed by each party hereto

ARTICLE IX

ENTRY INTO FORCE AND TERMINATION

9.1 Entry into Force This Agreement shall become effective on the date of the last signature

below ("Effective Date") Each Party's signature below evidences that all necessary

domestic legal requirements for entry into force of the Agreement shall be fulfilled under

the respective Party's laws by the date this Agreement enters into force

9 2 Termination This Agreement shall terminate (a) on September 28, 2007, if the Closing

shall not have occurred before that date, or (b) if the Closing has occurred, upon the

payment by the CBCR of all amounts due under this Agreement In addition, a Party

hereto may terminate this Agreement upon or after the termination of the Forest

Conservation Agreement, the Debt Swap Program Agreement, and the Swap Fee

Contractual Agreement, provided that the Party intending to terminate this Agreement (i)

notifies the other Party by notice seven calendar days m advance of the requested

termination date which shall be a Busmess Day ("Termination Date"), and (A) is not m

default under this Agreement, the Debt Swap Program Agreement, the Forest

Conservation Agreement, or the Swap Fee Contractual Agreement

ARTICLE X

OTHER PROVISIONS

10 1 No Donation. This Agreement does not constitute a grant or donation from the USG to

the CBCR or the GOCR.

9
10.2 Schedules. The following schedules are part of this Agreement.

Schedule A.1 Payment Schedule for Restructured USAID

Obligations

Schedule A.2 Payment Schedule to the Debt Service Account for

FCA Obligations

Schedule B Wire Transfer Instructions for Restructured USAID

Obligations

[End of text, signature page follows]

10
Date:

o. Director

DiV, AIL 31V/idles:I

IN WITNESS WHEREOF the undersigned, being duly authorized by their Government

and Board of Directors, respectively, have executed and delivered this Agreement.

DONE at San Jose, Costa Rica, in the English language, this 13 th day of September, 2007.

FOR THE GOVERNMENT OF THE FOR THE CENTRAL BANK OF COSTA

UNITED STATES OF AMERICA: RICA:
Schedule A.1

Schedule of Payments to USAID under Restructured USAID Obligations

Loan 515 K043

Payment	Scheduled	Scheduled

Date	Pnncipal	Interest

*11/15/2007 $	68,006 10 $ 44,815 78

5/15/2008 $ 69,026 19 $ 43,795 68

11/15/2008 $	70,061 59 $ 42,760 29

5/15/2009 $	71,112 51 $ 41,709 37

11/15/2009 $	72,179.20 $ 40,642 68

5/15/2010 $	73,261 88 $ 39,559 99

11/15/2010 $	74,360.81 $ 38,461 07

5/15/2011 $	75,476 22 $ 37,345 65

11/15/2011 $	76,608.37 $ 36,213 51

5/15/2012 $	77,757 49 $ 35,064 38

11/15/2012 $	78,923.86 $ 33,898 02

5/15/2013 $	80,107 71 $ 32,714 16

11/15/2013 $	81,309 33 $ 31,512 55

5/15/2014 $	82,528 97 $ 30,292 91

11/15/2014 $	83,766 90 $ 29,054 97

5/15/2015 $	85,023 41 $ 27,798 47

11/15/2015 $	86,298 76 $ 26,523 12

5/15/2016 $	87,593 24 $ 25,228 64

11/15/2016 $	88,907 14 $ 23,914 74

5/15/2017 $	90,240 75 $ 22,581 13

11/15/2017 $	91,594 36 $ 21,227 52

5/15/2018 $	92,968 27 $ 19,853 61

11/15/2018 $	94,362 79 $ 18,459 08

5/15/2019 $	95,778 24 $ 17,043 64

11/15/2019 $	97,214 91 $ 15,606 97

5/15/2020 $ 98,673 13 $ 14,148 74

11/15/2020 $ 100,153 23 $ 12,668 65

5/15/2021 $ 101,655 53 $ 11,166 35

11/15/2021 $ 103,180 36 $	9,641 51

5/15/2022 $ 104,728 07 $	8,093 81

11/15/2022 $ 106,298 99 $	6,522 89

5/15/2023 $ 107,893 47 $	4,928 40

11/15/2023 $ 109,511 88 $	3,310 00

5/15/2024 $ 111,154 59 $	1,667 32

TOTAL	$ 2,987,718 25 $ 848,225 60

'dates are shown in month/day/year format pus, 11/15/2007 means

November 15, 2007

,k,
FCA Obligations

Payment

Date

Scheduled

Pnncipal

Scheduled

Interest

11/15/2007 $	462,291 23 $	304,648 24

5/15/2008 $	469,225 60 $	297,713 88

11/15/2008 $	476,263 98 $	290,675 49

5/15/2009 $	483,407 94 $	283,531 53

11/15/2009 $	490,659 06 $	276,280 41

5/15/2010 $	498,018 95 $	268,920 53

11/15/2010 $	505,489 23 $	261,450 24

5/15/2011 $	513,071 57 $	253,867 91

11/15/2011 $	520,767 64 $	246,171 83

5/15/2012 $	528,579 16 $	238,360 32

11/15/2012 $	536,507 84 $	230,431,63

5/15/2013 $	544,555 47 $	222,384 01

11/15/2013 $	552,723 79 $	214,215.68

5/15/2014 $	561,014 65 $	205,924 82

11/15/2014 $	569,429 87 $	197,509 61

5/15/2015 $	577,971 32 $	188,968 15

11/15/2015 $	586,640 89 $	180,298 58

5/15/2016 $	595,440 50 $	171,498 97

11/15/2016 $	604,372 11 $	162,567 36

5/15/2017 $	613,437 69 $	153,501 78

11/15/2017 $	622,639 25 $	144,300 22

5/15/2018 $	631,978 85 $	134,960 62

11/15/2018 $	641,458 53 $	125,480 95

5/15/2019 $	651,080 40 $	115,859 07

11/15/2019 $	660,846 61 $	106,092 86

5/15/2020 $	670,759 32 $	96,180 16

11/15/2020 $	680,820 70 $	86,118 77

5/15/2021 $	691,033 01 $	75,906 46

11/15/2021 $	701,398 51 $	65,540 97

5/15/2022 $	711,919 48 $	55,019 99

11/15/2022 $	722,598 28 $	44,341 19

5/15/2023 $	733,437 26 $	33,502 22

11/15/2023 $	744,438 81 $	22,500 66

5/15/2024 $	755,605 64 $	11,334 08

TOTAL $20,309,883 14 $ 5,766,059 19

Schedule A.2

Schedule of Payments to Debt Service Account under FCA Obligations

'dates we shown tn month/day/year format thus, 11/15/2007 means

November 15, 2007
SCHEDULE B

Wire Transfer Instructions

1 US Dollar wire transfers to USAID must be made from a foreign central bank to a U.S

bank which is "on-line" with the Federal Reserve. The Federal Reserve only deals with foreign

central banks The receiving U.S bank must have an on-line connection with the Federal

Reserve

2 The information supplied on the wire transfer must include.

a. USAID ABA No = 021030004.

b Federal Reserve Foreign Dept

Type Code =15 = Payments from Foreign Central Banks

Type Code =10 = Payments from Commercial Banks

c ABA (Account) No. of sender

d US Dollar Amount

e USAID Agency Location Code (ALC) = 72000001

f Detail concerning purpose of payment

3 Questions Federal Reserve/New York (212) 720-5840

12 i
COSTA

Date. 9-77- ze5b7

FOR	GOVFRNMF,NT OF THE	FOR THE CENTRAL BANK OF

Date:	

STATES OF MERICA

Execution Copy

AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE GOVERNMENT

OF THE UNITED STATES OF AMERICA AND THE CENTRAL BANK OF

COSTA RICA REGARDING A DEBT-FOR-NATURE SWAP WITH RESPECT

TO CERTAIN DEBT OWED BY THE CENTRAL BANK OF COSTA RICA TO

'THE GOVERNMENT OF THE UNITED STATES OF AMERICA (THE "DEBT

SWAP AGREEMENT")

The Government of the United States of America and the Central Bank of Costa Rica (the

"Parties"),

Recognizing that the Parties recently signed the Debt Swap Agreement, on September 13,

2007, which became effective on that date pursuant to section 9.1 of the Debt Swap

Agreement;

Whereas section 8.1 of the 'Debt Swap Agi cement allows its amendment with the written

consent of both Parties;

In light of the desire by the Parties to resolve in a timely manner an issue concerning the

opinion of the Attorney General of Costa Rica that is a requirement under the Forest

Conservation Agreement among the Government of the Republic of Costa Rica, the

Central Bank of Costa Rica, The Nature Conservancy, and Conservation International

Foundation, dated as of September 13, 2007;

Have agreed to amend:

(1) section 2.3 of the Debt Swap Agreement by Meting "(a) Septenthei 26, 2007, or (b)

such other lalcr Business Day on or before September 28, 2007 as may be agreed by the

Parties, the GOCR, CT and TNC in writing (the "Closing Date")" and inserting in its

place "on such Business Day on or before October 12, 2007, as may be agreed by the

Parties, the (30CR, CI and TNC by e-mail (the "Closing Date")"; and

(2) section 9.2 of the Debt Swap Agreement by deleting ''(a) on September 28, 2007, if

the Closing shall not have occurred before that date" and inserting in its place "(a) on

October 12, 2007, if the Closing shall not have occurred on or before that date".

This amendment may be executed in counterparts and shall enter into effect upon the date

of the last signature hereto