CFR Part: "22 CFR Part 236"
Citation: "79 FR 41883"
"Rules and Regulations"
SUMMARY: This regulation prescribes the procedures and standard terms and conditions applicable to loan guarantees to be issued for the benefit of the
EFFECTIVE DATE: Effective
FOR FURTHER INFORMATION CONTACT:
SUPPLEMENTARY INFORMATION: Pursuant to Title III of the
This rulemaking document is not subject to rulemaking under 5 U.S.C. 553 or to regulatory review under Executive Order 12866 because it involves a foreign affairs function of
List of Subjects in 22 CFR Part 236
Foreign aid, Foreign relations, Guaranteed loans, Loan programs-foreign relations.
Authority and Issuance
Accordingly, a new Part 236 is added to Title 22, Chapter II, of the Code of Federal Regulations, as follows:
236.3 The Guarantee.
236.4 Guarantee eligibility.
236.5 Non-impairment of the Guarantee.
236.6 Transferability of Guarantee;
236.7 Fiscal Agent obligations.
236.8 Event of Default; Application for Compensation; payment.
236.9 No acceleration of Eligible Notes.
236.10 Payment to USAID of excess amounts received by a Noteholder.
236.11 Subrogation of USAID.
236.12 Prosecution of claims.
236.13 Change in agreements.
236.16 Governing Law.
Appendix A to Part 236--Application for Compensation
Authority: Sec. 1706(j), Div. F, Public Law 113-6.
The purpose of the regulations in this part is to prescribe the procedures and standard terms and conditions applicable to loan guarantees issued for the benefit of the Borrower, pursuant to Title III of the
Wherever used in the standard terms and conditions set out in this part:
Applicant means a Noteholder who files an Application for Compensation with USAID, either directly or through the Fiscal Agent acting on behalf of a Noteholder.
Application for Compensation means an executed application in the form of Appendix A to this part which a Noteholder, or the Fiscal Agent on behalf of a Noteholder, files with USAID pursuant to
Borrower means Banque Centrale de Tunisie, acting on behalf of
Business Day means any day other than a day on which banks in
Date of Application means the date on which an Application for Compensation is actually received by USAID pursuant to
Defaulted Payment means, as of any date and in respect of any Eligible Note, any Interest Amount and/or Principal Amount not paid when due.
Eligible Note(s) means [a] Note[s] meeting the eligibility criteria set out in
Fiscal Agency Agreement means the agreement among USAID, the Borrower and the Fiscal Agent pursuant to which the Fiscal Agent agrees to provide fiscal agency services in respect of the Note[s], a copy of which Fiscal Agency Agreement shall be made available to Noteholders upon request to the Fiscal Agent.
Fiscal Agent means the bank or trust company or its duly appointed successor under the Fiscal Agency Agreement which has been appointed by the Borrower with the consent of USAID to perform certain fiscal agency services for specified Eligible Note[s] pursuant to the terms of the Fiscal Agency Agreement.
Further Guaranteed Payments means the amount of any loss suffered by a Noteholder by reason of the Borrower's failure to comply on a timely basis with any obligation it may have under an Eligible Note to indemnify and hold harmless a Noteholder from taxes or governmental charges or any expense arising out of taxes or any other governmental charges relating to the Eligible Note in the country of the Borrower.
Guarantee means the guarantee of USAID issued pursuant to this part and Section 7041(g)(1)(A) of the
Guarantee Payment Date means a Business Day not more than three (3) Business Days after the related Date of Application.
Interest Amount means for any Eligible Note the amount of interest accrued on the Principal Amount of such Eligible Note at the applicable Interest Rate.
Interest Rate means the interest rate borne by an Eligible Note.
Loss of Investment means, in respect of any Eligible Note, an amount in Dollars equal to the total of the:
(1) Defaulted Payment unpaid as of the Date of Application,
(2) Further Guaranteed Payments unpaid as of the Date of Application, and
(3) Interest accrued and unpaid at the Interest Rate(s) specified in the Eligible Note(s) on the Defaulted Payment and Further Guaranteed Payments, in each case from the date of default with respect to such payment to and including the date on which full payment thereof is made to the Noteholder.
Note[s] means any debt securities issued by the Borrower.
Noteholder means the owner of an Eligible Note who is registered as such on the
Note Register means the register of Eligible Notes required to be maintained by the Fiscal Agent.
Person means any legal person, including any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof.
Principal Amount means the principal amount of the Eligible Notes issued by the Borrower. For purposes of determining the principal amount of the Eligible Notes issued by the Borrower, the principal amount of each Eligible Note shall be the stated principal amount thereof.
USAID means the
Subject to the terms and conditions set out in this part,
(a) Eligible Notes only are guaranteed hereunder. Notes in order to achieve Eligible Note status:
(1) Must be signed on behalf of the Borrower, manually or in facsimile, by a duly authorized representative of the Borrower;
(2) Must contain a certificate of authentication manually executed by a Fiscal Agent whose appointment by the Borrower is consented to by USAID in the Fiscal Agency Agreement; and
(3) Shall be approved and authenticated by USAID by either:
(i) The affixing by USAID on the Notes of a guarantee legend incorporating these Standard Terms and Conditions signed on behalf of USAID by either a manual signature or a facsimile signature of an authorized representative of USAID or
(ii) The delivery by USAID to the Fiscal Agent of a guarantee certificate incorporating these Standard Terms and Conditions signed on behalf of USAID by either a manual signature or a facsimile signature of an authorized representative of USAID.
(b) The authorized USAID representatives for purposes of the regulations in this part whose signature(s) shall be binding on USAID shall include the USAID Chief and Deputy Chief Financial Officer, Assistant Administrator and Deputy,
After issuance of the Guarantee, the Guarantee will be an unconditional, full faith and credit obligation of
(a) Any defect in the authorization, execution, delivery or enforceability of any agreement or other document executed by a Noteholder, USAID, the Fiscal Agent or the Borrower in connection with the transactions contemplated by this Guarantee or
(b) The suspension or termination of the program pursuant to which USAID is authorized to guarantee the Eligible Notes.
A Noteholder may assign, transfer or pledge an Eligible Note to any Person. Any such assignment, transfer or pledge shall be effective on the date that the name of the new Noteholder is entered on the
Failure of the Fiscal Agent to perform any of its obligations pursuant to the Fiscal Agency Agreement shall not impair any Noteholder's rights under the Guarantee, but may be the subject of action for damages against the Fiscal Agent by USAID as a result of such failure or neglect. A Noteholder may appoint the Fiscal Agent to make demand for payment on its behalf under the Guarantee.
At any time after an Event of Default, as this term is defined in an Eligible Note, any Noteholder hereunder, or the Fiscal Agent on behalf of a Noteholder hereunder, may file with USAID an Application for Compensation in the form provided in Appendix A to this part. USAID shall pay or cause to be paid to any such Applicant any compensation specified in such Application for Compensation that is due to the Applicant pursuant to the Guarantee as a Loss of Investment not later than the Guarantee Payment Date. In the event that USAID receives any other notice of an Event of Default, USAID may pay any compensation that is due to any Noteholder pursuant to the Guarantee, whether or not such Noteholder has filed with USAID an Application for Compensation in respect of such amount.
Eligible Notes shall not be subject to acceleration, in whole or in part, by USAID, the Noteholder or any other party. USAID shall not have the right to pay any amounts in respect of the Eligible Notes other than in accordance with the original payment terms of such Eligible Notes.
If a Noteholder shall, as a result of USAID paying compensation under the Guarantee, receive an excess payment, it shall refund the excess to USAID.
In the event of payment by USAID to a Noteholder under the Guarantee, USAID shall be subrogated to the extent of such payment to all of the rights of such Noteholder against the Borrower under the related Note.
After payment by USAID to an Applicant hereunder, USAID shall have exclusive power to prosecute all claims related to rights to receive payments under the Eligible Notes to which it is thereby subrogated. If a Noteholder continues to have an interest in the outstanding Eligible Notes, such a Noteholder and USAID shall consult with each other with respect to their respective interests in such Eligible Notes and the manner of and responsibility for prosecuting claims.
No Noteholder will consent to any change or waiver of any provision of any document contemplated by the Guarantee without the prior written consent of USAID.
Any controversy or claim between USAID and any Noteholder arising out of the Guarantee shall be settled by arbitration to be held in
Any communication to USAID pursuant to the Guarantee shall be in writing in the English language, shall refer to the Republic of Tunisia Loan Guarantee Number inscribed on the Eligible Note and shall be complete on the day it shall be actually received by USAID at the
The Guarantee shall be governed by and construed in accordance with the laws of
Appendix A to Part 236--Application for Compensation
Ref: Guarantee dated as of ___, 20__:
Gentlemen: You are hereby advised that payment of $____ (consisting of $____ of principal, $____ of interest and $____ in Further Guaranteed Payments, as defined in
FOOTNOTE 1 In the event the Application for Compensation relates to Further Guaranteed Payments, such Application must also contain a statement of the nature and circumstances of the related loss. END FOOTNOTE
All capitalized terms herein that are not otherwise defined shall have the meanings assigned to such terms in the Standard Terms and Conditions of the above-mentioned Guarantee.
[Name of Applicant]
[FR Doc. 2014-16631 Filed 7-17-14;
BILLING CODE P
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