81 FR 50618 - Republic of Tunisia Loan Guarantees Issued Under Section 7034(o) of the Department of State, Foreign Operations, and Related Programs Appropriations Act of 2016-Standard Terms and Conditions
AGENCY FOR INTERNATIONAL DEVELOPMENT Federal Register Volume 81, Issue 148 (August 2, 2016)
Federal Register Volume 81, Issue 148 (August 2, 2016)
| Page Range | 50618-50620 | |
| FR Document | 2016-18192 |
[Federal Register Volume 81, Number 148 (Tuesday, August 2, 2016)] [Rules and Regulations] [Pages 50618-50620] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2016-18192] ======================================================================= ----------------------------------------------------------------------- AGENCY FOR INTERNATIONAL DEVELOPMENT 22 CFR Part 239 Republic of Tunisia Loan Guarantees Issued Under Section 7034(o) of the Department of State, Foreign Operations, and Related Programs Appropriations Act of 2016--Standard Terms and Conditions AGENCY: Agency for International Development (USAID). ACTION: Final rule. ----------------------------------------------------------------------- SUMMARY: This regulation prescribes the procedures and standard terms and conditions applicable to loan guarantees to be issued for the benefit of the Republic of Tunisia pursuant to Section 7034(o) of the Department of State, Foreign Operations, and Related Programs Appropriations Act, 2016. DATES: Effective August 1, 2016. FOR FURTHER INFORMATION CONTACT: D. Bruce McPherson, Office of General Counsel, U.S. Agency for International Development, Washington, DC 20523-6601; tel. 202-712-1611, fax 202-216-3058. SUPPLEMENTARY INFORMATION: Pursuant to Section 7034(o) of the Department of State, Foreign Operations, and Related Programs Appropriations Act, 2016 (Div. K, Pub. L. 114-113), the United States of America, acting through the U.S. Agency for International Development, may issue certain loan guarantees applicable to sums borrowed by Banque Centrale de Tunisie, acting on behalf of the Republic of Tunisia (the ``Borrower''), not exceeding an aggregate total of U.S. $500 million in principal amount. Upon issuance, the loan guarantees shall ensure the Borrower's repayment of 100% of principal and interest due under such loans, and the full faith and credit of the United States of America shall be pledged for the full payment and performance of such guarantee obligations. 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 the United States. The provisions of the Paperwork Reduction Act (44 U.S.C. 3501 et seq.) do not apply. List of Subjects in 22 CFR Part 239 Foreign aid, Foreign relations, Guaranteed loans, Loan programs-- foreign relations. Authority and Issuance 0 Accordingly, part 239 is added to title 22, chapter II, of the Code of Federal Regulations, to read as follows: PART 239--REPUBLIC OF TUNISIA LOAN GUARANTEES ISSUED UNDER SECTION 7034(o) OF THE DEPARTMENT OF STATE, FOREIGN OPERATIONS, AND RELATED PROGRAMS APPROPRIATIONS ACT OF 2016 Sec. 239.1 Purpose. 239.2 Definitions. 239.3 The Guarantee. 239.4 Guarantee eligibility. 239.5 Non-impairment of the Guarantee. 239.6 Transferability of Guarantee; Note Register. 239.7 Fiscal Agent obligations. 239.8 Event of Default; Application for Compensation; payment. 239.9 No acceleration of Eligible Notes. 239.10 Payment to USAID of excess amounts received by a Noteholder. 239.11 Subrogation of USAID. 239.12 Prosecution of claims. 239.13 Change in agreements. 239.14 Arbitration. 239.15 Notice. 239.16 Governing Law. Appendix A to Part 239--Application for Compensation Authority: Section 7034(o) of the Department of State, Foreign Operations, and Related Programs Appropriations Act, 2016 (Div. K, Pub. L. 114-113) Sec. 239.1 Purpose. 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 Section 7034(o) of the Department of State, Foreign Operations, and Related Programs Appropriations Act, 2016 (Div. K, Pub. L. 114-113). The loan guarantees will be issued as provided herein pursuant to the Loan Guarantee Agreement, dated June 6, 2016, between the United States of America and the Republic of Tunisia (the ``Loan Guarantee Agreement''). The loan guarantee will apply to sums borrowed during a period beginning on the date that the Loan Guarantee Agreement enters into force and ending thirty days after such date, not exceeding an aggregate total of five hundred million United States Dollars (U.S. $500,000,000) in principal amount. The loan guarantees shall ensure the Borrower's repayment of 100% of principal and interest due under such loans. The full faith and credit of the United States of America is pledged for the full payment and performance of such guarantee obligations. Sec. 239.2 Definitions. 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 Sec. 239.8. Borrower means Banque Centrale de Tunisie, acting on behalf of Republic of Tunisia. Business Day means any day other than a day on which banks in New York, NY are closed or authorized to be closed or a day which is observed as a [[Page 50619]] Federal holiday in Washington, DC, by the United States Government. Date of Application means the date on which an Application for Compensation is actually received by USAID pursuant to Sec. 239.15. 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 Sec. 239.4. 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 7034(o) of the Department of State, Foreign Operations, and Related Programs Appropriations Act, 2016 (Div. K, Pub. L. 114-113). 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 United States 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. 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 United States Agency for International Development or its successor. Sec. 239.3 The Guarantee. Subject to the terms and conditions set out in this part, the United States of America, acting through USAID, guarantees to Noteholders the Borrower's repayment of 100 percent of principal and interest due on Eligible Notes. Under the Guarantee, USAID agrees to pay to any Noteholder compensation in United States Dollars equal to such Noteholder's Loss of Investment under its Eligible Note; provided, however, that no such payment shall be made to any Noteholder for any such loss arising out of fraud or misrepresentation for which such Noteholder is responsible or of which it had knowledge at the time it became such Noteholder. The Guarantee shall apply to each Eligible Note registered on the Note Register required to be maintained by the Fiscal Agent. Sec. 239.4 Guarantee eligibility. (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, Bureau for Economic Growth, Education, and Environment, Director and Deputy Director, Office of Development Credit, and such other individual(s) designated in a certificate executed by an authorized USAID Representative and delivered to the Fiscal Agent. The certificate of authentication of the Fiscal Agent issued pursuant to the Fiscal Agency Agreement shall, when manually executed by the Fiscal Agent, be conclusive evidence binding on USAID that an Eligible Note has been duly executed on behalf of the Borrower and delivered. Sec. 239.5 Non-impairment of the Guarantee. After issuance of the Guarantee, the Guarantee will be an unconditional, full faith and credit obligation of the United States of America and will not be affected or impaired by any subsequent condition or event. This non-impairment of the guarantee provision shall not, however, be operative with respect to any loss arising out of fraud or misrepresentation for which the claiming Noteholder is responsible or of which it had knowledge at the time it became a Noteholder. In particular and without limitation, the Guarantee shall not be affected or impaired by: (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 [[Page 50620]] is authorized to guarantee the Eligible Notes. Sec. 239.6 Transferability of Guarantee; Note Register. A Noteholder may assign, transfer or pledge an Eligible Note to any Person, provided that such transfer is permitted under applicable law and regulation, including, without limitation, the Office of Foreign Asset Control (OFAC) regulations. Any such assignment, transfer or pledge shall be effective on the date that the name of the new Noteholder is entered on the Note Register required to be maintained by the Fiscal Agent pursuant to the Fiscal Agency Agreement. USAID shall be entitled to treat the Persons in whose names the Eligible Notes are registered as the owners thereof for all purposes of the Guarantee, and USAID shall not be affected by notice to the contrary. Sec. 239.7 Fiscal Agent obligations. 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. Sec. 239.8 Event of Default; Application for Compensation; payment. 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. Sec. 239.9 No acceleration of Eligible Notes. 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. Sec. 239.10 Payment to USAID of excess amounts received by a Noteholder. 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. Sec. 239.11 Subrogation of 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. Sec. 239.12 Prosecution of claims. 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. Sec. 239.13 Change in agreements. 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. Sec. 239.14 Arbitration. Any controversy or claim between USAID and any Noteholder arising out of the Guarantee shall be settled by arbitration to be held in Washington, DC in accordance with the then prevailing rules of the American Arbitration Association, and judgment on the award rendered by the arbitrators may be entered in any court of competent jurisdiction. Sec. 239.15 Notice. 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 Office of Development Credit, Bureau for Economic Growth, Education and Environment, United States Agency for International Development, Washington, DC 20523-0030. Other addresses may be substituted for the above upon the giving of notice of such substitution to each Noteholder by first class mail at the address set forth in the Note Register. Sec. 239.16 Governing law. The Guarantee shall be governed by and construed in accordance with the laws of the United States of America governing contracts and commercial transactions of the United States Government. Appendix A to Part 239--Application for Compensation Application for Compensation United States Agency for International Development Washington, DC 20523 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 Sec. 239.2 of the Standard Terms and Conditions of the above-mentioned Guarantee) was due on ____, 20_, on $__ Principal Amount of Notes issued by Banque Centrale de Tunisie, acting on behalf of the Republic of Tunisia (the ``Borrower'') held by the undersigned. Of such amount $__ was not received on such date and has not been received by the undersigned at the date hereof. In accordance with the terms and provisions of the above-mentioned Guarantee, the undersigned hereby applies, under Sec. 239.8 of said Guarantee, for payment of $__, representing $__, the Principal Amount of the presently outstanding Note(s) of the Borrower held by the undersigned that was due and payable on __ and that remains unpaid, and $__, the Interest Amount on such Note(s) that was due and payable by the Borrower on __ and that remains unpaid, and $__ in Further Guaranteed Payments,\1\ plus accrued and unpaid interest thereon from the date of default with respect to such payments to and including the date payment in full is made by you pursuant to said Guarantee, at the rate of _% per annum, being the rate for such interest accrual specified in such Note. Such payment is to be made at [state payment instructions of Noteholder]. --------------------------------------------------------------------------- \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. --------------------------------------------------------------------------- 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. By:-------------------------------------------------------------------- Gayle Girod, Assistant General Counsel Office of the General Counsel U.S. Agency for International Development July 27, 2016. [FR Doc. 2016-18192 Filed 8-1-16; 8:45 am] BILLING CODE P
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Classification Republic of Tunisia pursuant to Section 239.9 No acceleration of Eligible Notes.
7034(o) of the Department of State, 239.10 Payment to USAID of excess
Executive Order 12866 amounts received by a Noteholder.
Foreign Operations, and Related
It has been determined that this final Programs Appropriations Act, 2016. 239.11 Subrogation of USAID.
rule is not significant for purposes of 239.12 Prosecution of claims.
DATES: Effective August 1, 2016. 239.13 Change in agreements.
Executive Order 12866. FOR FURTHER INFORMATION CONTACT: D. 239.14 Arbitration.
Paperwork Reduction Act Bruce McPherson, Office of General 239.15 Notice.
Counsel, U.S. Agency for International 239.16 Governing Law.
This final rule contains no new Appendix A to Part 239—Application for
Development, Washington, DC 20523–
collection of information subject to the Compensation
6601; tel. 202–712–1611, fax 202–216–
Paperwork Reduction Act, 44 U.S.C.
3058. Authority: Section 7034(o) of the
Chapter 35. Department of State, Foreign Operations, and
SUPPLEMENTARY INFORMATION: Pursuant
Executive Order 13132 to Section 7034(o) of the Department of Related Programs Appropriations Act, 2016
(Div. K, Pub. L. 114–113)
This final rule does not contain State, Foreign Operations, and Related
policies with federalism implications as Programs Appropriations Act, 2016 § 239.1 Purpose.
that term is defined in section 1(a) of (Div. K, Pub. L. 114–113), the United
The purpose of the regulations in this
Executive Order 13132, dated August 4, States of America, acting through the
part is to prescribe the procedures and
1999 (64 FR 43255 (August 10, 1999)). U.S. Agency for International
standard terms and conditions
Development, may issue certain loan
Regulatory Flexibility Act applicable to loan guarantees issued for
guarantees applicable to sums borrowed
the benefit of the Borrower, pursuant
In accordance with the Regulatory by Banque Centrale de Tunisie, acting
Section 7034(o) of the Department of
Flexibility Act, 5 U.S.C. 601 et seq., the on behalf of the Republic of Tunisia (the
State, Foreign Operations, and Related
Chief Counsel for Regulation at the ‘‘Borrower’’), not exceeding an aggregate
Programs Appropriations Act, 2016
Department of Commerce certified to total of U.S. $500 million in principal
(Div. K, Pub. L. 114–113). The loan
the Chief Counsel for Advocacy, Small amount. Upon issuance, the loan
guarantees will be issued as provided
Business Administration, at the guarantees shall ensure the Borrower’s
herein pursuant to the Loan Guarantee
proposed rule stage that this rule would repayment of 100% of principal and
Agreement, dated June 6, 2016, between
not have a significant economic impact interest due under such loans, and the
the United States of America and the
on a substantial number of small full faith and credit of the United States
Republic of Tunisia (the ‘‘Loan
entities. The factual basis for this of America shall be pledged for the full
Guarantee Agreement’’). The loan
certification was published with the payment and performance of such
guarantee will apply to sums borrowed
proposed rule and is not repeated here. guarantee obligations.
This rulemaking document is not during a period beginning on the date
No comments were received regarding that the Loan Guarantee Agreement
the certification or on the economic subject to rulemaking under 5 U.S.C.
553 or to regulatory review under enters into force and ending thirty days
impact of this rule more generally. As a after such date, not exceeding an
result, the conclusion in the Executive Order 12866 because it
involves a foreign affairs function of the aggregate total of five hundred million
certification memorandum for the United States Dollars (U.S.
proposed rule remains unchanged and a United States. The provisions of the
Paperwork Reduction Act (44 U.S.C. $500,000,000) in principal amount. The
final regulatory flexibility analysis is not loan guarantees shall ensure the
required and one has not been prepared. 3501 et seq.) do not apply.
Borrower’s repayment of 100% of
Dated: July 27, 2016. List of Subjects in 22 CFR Part 239 principal and interest due under such
Ronald K. Lorentzen, Foreign aid, Foreign relations, loans. The full faith and credit of the
Acting Assistant Secretary for Enforcement Guaranteed loans, Loan programs— United States of America is pledged for
and Compliance. foreign relations. the full payment and performance of
[FR Doc. 2016–18305 Filed 8–1–16; 8:45 am] such guarantee obligations.
Authority and Issuance
BILLING CODE 3510–DS–P
§ 239.2 Definitions.
■ Accordingly, part 239 is added to title
22, chapter II, of the Code of Federal Wherever used in the standard terms
AGENCY FOR INTERNATIONAL Regulations, to read as follows: and conditions set out in this part:
DEVELOPMENT Applicant means a Noteholder who
PART 239—REPUBLIC OF TUNISIA files an Application for Compensation
22 CFR Part 239 LOAN GUARANTEES ISSUED UNDER with USAID, either directly or through
SECTION 7034(o) OF THE the Fiscal Agent acting on behalf of a
Republic of Tunisia Loan Guarantees DEPARTMENT OF STATE, FOREIGN Noteholder.
Issued Under Section 7034(o) of the OPERATIONS, AND RELATED Application for Compensation means
Department of State, Foreign PROGRAMS APPROPRIATIONS ACT an executed application in the form of
Operations, and Related Programs OF 2016 Appendix A to this part which a
Appropriations Act of 2016—Standard Noteholder, or the Fiscal Agent on
Terms and Conditions Sec.
239.1 Purpose. behalf of a Noteholder, files with USAID
AGENCY: Agency for International 239.2 Definitions. pursuant to § 239.8.
Development (USAID). 239.3 The Guarantee. Borrower means Banque Centrale de
Lhorne on DSK30JT082PROD with RULES
239.4 Guarantee eligibility. Tunisie, acting on behalf of Republic of
ACTION: Final rule. 239.5 Non-impairment of the Guarantee. Tunisia.
239.6 Transferability of Guarantee; Note
SUMMARY: This regulation prescribes the Register. Business Day means any day other
procedures and standard terms and 239.7 Fiscal Agent obligations. than a day on which banks in New
conditions applicable to loan guarantees 239.8 Event of Default; Application for York, NY are closed or authorized to be
to be issued for the benefit of the Compensation; payment. closed or a day which is observed as a
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Federal holiday in Washington, DC, by (3) Interest accrued and unpaid at the Fiscal Agent whose appointment by the
the United States Government. Interest Rate(s) specified in the Eligible Borrower is consented to by USAID in
Date of Application means the date on Note(s) on the Defaulted Payment and the Fiscal Agency Agreement; and
which an Application for Compensation Further Guaranteed Payments, in each (3) Shall be approved and
is actually received by USAID pursuant case from the date of default with authenticated by USAID by either:
to § 239.15. respect to such payment to and (i) The affixing by USAID on the
Defaulted Payment means, as of any including the date on which full Notes of a guarantee legend
date and in respect of any Eligible Note, payment thereof is made to the incorporating these Standard Terms and
any Interest Amount and/or Principal Noteholder. Conditions signed on behalf of USAID
Amount not paid when due. Note[s] means any debt securities by either a manual signature or a
Eligible Note(s) means [a] Note[s] issued by the Borrower. facsimile signature of an authorized
meeting the eligibility criteria set out in Noteholder means the owner of an representative of USAID or
§ 239.4. Eligible Note who is registered as such (ii) The delivery by USAID to the
Fiscal Agency Agreement means the on the Note Register. Fiscal Agent of a guarantee certificate
agreement among USAID, the Borrower Note Register means the register of incorporating these Standard Terms and
and the Fiscal Agent pursuant to which Eligible Notes required to be maintained Conditions signed on behalf of USAID
the Fiscal Agent agrees to provide fiscal by the Fiscal Agent. by either a manual signature or a
agency services in respect of the Note[s], Person means any legal person, facsimile signature of an authorized
a copy of which Fiscal Agency including any individual, corporation, representative of USAID.
Agreement shall be made available to partnership, joint venture, association, (b) The authorized USAID
Noteholders upon request to the Fiscal joint stock company, trust, representatives for purposes of the
Agent. unincorporated organization, or
Fiscal Agent means the bank or trust regulations in this part whose
government or any agency or political signature(s) shall be binding on USAID
company or its duly appointed subdivision thereof.
successor under the Fiscal Agency shall include the USAID Chief and
Principal amount means the principal Deputy Chief Financial Officer,
Agreement which has been appointed amount of the Eligible Notes issued by
by the Borrower with the consent of Assistant Administrator and Deputy,
the Borrower. For purposes of Bureau for Economic Growth,
USAID to perform certain fiscal agency determining the principal amount of the
services for specified Eligible Note[s] Education, and Environment, Director
Eligible Notes issued by the Borrower, and Deputy Director, Office of
pursuant to the terms of the Fiscal the principal amount of each Eligible
Agency Agreement. Development Credit, and such other
Note shall be the stated principal individual(s) designated in a certificate
Further Guaranteed Payments means amount thereof.
the amount of any loss suffered by a executed by an authorized USAID
USAID means the United States
Noteholder by reason of the Borrower’s Representative and delivered to the
Agency for International Development
failure to comply on a timely basis with Fiscal Agent. The certificate of
or its successor.
any obligation it may have under an authentication of the Fiscal Agent
Eligible Note to indemnify and hold § 239.3 The Guarantee. issued pursuant to the Fiscal Agency
harmless a Noteholder from taxes or Subject to the terms and conditions Agreement shall, when manually
governmental charges or any expense set out in this part, the United States of executed by the Fiscal Agent, be
arising out of taxes or any other America, acting through USAID, conclusive evidence binding on USAID
governmental charges relating to the guarantees to Noteholders the that an Eligible Note has been duly
Eligible Note in the country of the Borrower’s repayment of 100 percent of executed on behalf of the Borrower and
Borrower. principal and interest due on Eligible delivered.
Guarantee means the guarantee of Notes. Under the Guarantee, USAID § 239.5 Non-impairment of the Guarantee.
USAID issued pursuant to this part and agrees to pay to any Noteholder
compensation in United States Dollars After issuance of the Guarantee, the
Section 7034(o) of the Department of
equal to such Noteholder’s Loss of Guarantee will be an unconditional, full
State, Foreign Operations, and Related
Investment under its Eligible Note; faith and credit obligation of the United
Programs Appropriations Act, 2016
provided, however, that no such States of America and will not be
(Div. K, Pub. L. 114–113).
Guarantee Payment Date means a payment shall be made to any affected or impaired by any subsequent
Business Day not more than three (3) Noteholder for any such loss arising out condition or event. This non-
Business Days after the related Date of of fraud or misrepresentation for which impairment of the guarantee provision
Application. such Noteholder is responsible or of shall not, however, be operative with
Interest Amount means for any which it had knowledge at the time it respect to any loss arising out of fraud
Eligible Note the amount of interest became such Noteholder. The Guarantee or misrepresentation for which the
accrued on the Principal Amount of shall apply to each Eligible Note claiming Noteholder is responsible or of
such Eligible Note at the applicable registered on the Note Register required which it had knowledge at the time it
Interest Rate. to be maintained by the Fiscal Agent. became a Noteholder. In particular and
Interest Rate means the interest rate without limitation, the Guarantee shall
borne by an Eligible Note. § 239.4 Guarantee eligibility. not be affected or impaired by:
Loss of Investment means, in respect (a) Eligible Notes only are guaranteed (a) Any defect in the authorization,
of any Eligible Note, an amount in hereunder. Notes in order to achieve execution, delivery or enforceability of
United States Dollars equal to the total Eligible Note status: any agreement or other document
Lhorne on DSK30JT082PROD with RULES
of the: (1) Must be signed on behalf of the executed by a Noteholder, USAID, the
(1) Defaulted Payment unpaid as of Borrower, manually or in facsimile, by Fiscal Agent or the Borrower in
the Date of Application, a duly authorized representative of the connection with the transactions
(2) Further Guaranteed Payments Borrower; contemplated by this Guarantee or
unpaid as of the Date of Application, (2) Must contain a certificate of (b) The suspension or termination of
and authentication manually executed by a the program pursuant to which USAID
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is authorized to guarantee the Eligible with the original payment terms of such the address set forth in the Note
Notes. Eligible Notes. Register.
§ 239.6 Transferability of Guarantee; Note § 239.10 Payment to USAID of excess § 239.16 Governing law.
Register. amounts received by a Noteholder.
The Guarantee shall be governed by
A Noteholder may assign, transfer or If a Noteholder shall, as a result of and construed in accordance with the
pledge an Eligible Note to any Person, USAID paying compensation under the laws of the United States of America
provided that such transfer is permitted Guarantee, receive an excess payment, it governing contracts and commercial
under applicable law and regulation, shall refund the excess to USAID. transactions of the United States
including, without limitation, the Office Government.
of Foreign Asset Control (OFAC) § 239.11 Subrogation of USAID.
regulations. Any such assignment, In the event of payment by USAID to Appendix A to Part 239—Application
transfer or pledge shall be effective on a Noteholder under the Guarantee, for Compensation
the date that the name of the new USAID shall be subrogated to the extent Application for Compensation
Noteholder is entered on the Note of such payment to all of the rights of
Register required to be maintained by such Noteholder against the Borrower United States Agency for International
the Fiscal Agent pursuant to the Fiscal under the related Note. Development
Agency Agreement. USAID shall be Washington, DC 20523
§ 239.12 Prosecution of claims.
entitled to treat the Persons in whose Ref: Guarantee dated as of ll, 20ll:
names the Eligible Notes are registered After payment by USAID to an
Applicant hereunder, USAID shall have Gentlemen: You are hereby advised that
as the owners thereof for all purposes of payment of $ll (consisting of $ll of
the Guarantee, and USAID shall not be exclusive power to prosecute all claims principal, $ll of interest and $ll in
affected by notice to the contrary. related to rights to receive payments Further Guaranteed Payments, as defined in
under the Eligible Notes to which it is § 239.2 of the Standard Terms and
§ 239.7 Fiscal Agent obligations. thereby subrogated. If a Noteholder Conditions of the above-mentioned
Failure of the Fiscal Agent to perform continues to have an interest in the Guarantee) was due on llll, 20l, on
any of its obligations pursuant to the outstanding Eligible Notes, such a $ll Principal Amount of Notes issued by
Fiscal Agency Agreement shall not Noteholder and USAID shall consult Banque Centrale de Tunisie, acting on behalf
impair any Noteholder’s rights under with each other with respect to their of the Republic of Tunisia (the ‘‘Borrower’’)
the Guarantee, but may be the subject of respective interests in such Eligible held by the undersigned. Of such amount
action for damages against the Fiscal Notes and the manner of and $ll was not received on such date and has
Agent by USAID as a result of such responsibility for prosecuting claims. not been received by the undersigned at the
date hereof. In accordance with the terms and
failure or neglect. A Noteholder may provisions of the above-mentioned
§ 239.13 Change in agreements.
appoint the Fiscal Agent to make Guarantee, the undersigned hereby applies,
demand for payment on its behalf under No Noteholder will consent to any under § 239.8 of said Guarantee, for payment
the Guarantee. change or waiver of any provision of of $ll, representing $ll, the Principal
any document contemplated by the Amount of the presently outstanding Note(s)
§ 239.8 Event of Default; Application for Guarantee without the prior written of the Borrower held by the undersigned that
Compensation; payment. consent of USAID. was due and payable on ll and that
At any time after an Event of Default, remains unpaid, and $ll, the Interest
as this term is defined in an Eligible § 239.14 Arbitration. Amount on such Note(s) that was due and
Note, any Noteholder hereunder, or the Any controversy or claim between payable by the Borrower on ll and that
Fiscal Agent on behalf of a Noteholder USAID and any Noteholder arising out remains unpaid, and $ll in Further
hereunder, may file with USAID an of the Guarantee shall be settled by Guaranteed Payments,1 plus accrued and
Application for Compensation in the arbitration to be held in Washington, DC unpaid interest thereon from the date of
form provided in Appendix A to this in accordance with the then prevailing default with respect to such payments to and
rules of the American Arbitration including the date payment in full is made
part. USAID shall pay or cause to be
by you pursuant to said Guarantee, at the rate
paid to any such Applicant any Association, and judgment on the award of l% per annum, being the rate for such
compensation specified in such rendered by the arbitrators may be interest accrual specified in such Note. Such
Application for Compensation that is entered in any court of competent payment is to be made at [state payment
due to the Applicant pursuant to the jurisdiction. instructions of Noteholder].
Guarantee as a Loss of Investment not All capitalized terms herein that are not
§ 239.15 Notice.
later than the Guarantee Payment Date. otherwise defined shall have the meanings
In the event that USAID receives any Any communication to USAID assigned to such terms in the Standard Terms
other notice of an Event of Default, pursuant to the Guarantee shall be in and Conditions of the above-mentioned
USAID may pay any compensation that writing in the English language, shall Guarantee.
is due to any Noteholder pursuant to the refer to the Republic of Tunisia Loan By: lllllllllllllllllll
Guarantee, whether or not such Guarantee Number inscribed on the Gayle Girod,
Noteholder has filed with USAID an Eligible Note and shall be complete on Assistant General Counsel
Application for Compensation in the day it shall be actually received by Office of the General Counsel
respect of such amount. USAID at the Office of Development U.S. Agency for International Development
Credit, Bureau for Economic Growth, July 27, 2016.
§ 239.9 No acceleration of Eligible Notes. Education and Environment, United
Lhorne on DSK30JT082PROD with RULES
[FR Doc. 2016–18192 Filed 8–1–16; 8:45 am]
Eligible Notes shall not be subject to States Agency for International
BILLING CODE P
acceleration, in whole or in part, by Development, Washington, DC 20523–
USAID, the Noteholder or any other 0030. Other addresses may be 1 In the event the Application for Compensation
party. USAID shall not have the right to substituted for the above upon the relates to Further Guaranteed Payments, such
pay any amounts in respect of the giving of notice of such substitution to Application must also contain a statement of the
Eligible Notes other than in accordance each Noteholder by first class mail at nature and circumstances of the related loss.
VerDate Sep<11>2014 13:32 Aug 01, 2016 Jkt 238001 PO 00000 Frm 00016 Fmt 4700 Sfmt 9990 E:\FR\FM\02AUR1.SGM 02AUR1](https://thefederalregister.org/doc/81_FR_50766/page/3.svg)
Document Created: 2016-08-02 01:48:05
Document Modified: 2016-08-02 01:48:05
| Category | Regulatory Information | |
| Collection | Federal Register | |
| sudoc Class | AE 2.7: GS 4.107: AE 2.106: | |
| Publisher | Office of the Federal Register, National Archives and Records Administration | |
| Section | Rules and Regulations | |
| Action | Final rule. | |
| Dates | Effective August 1, 2016. | |
| Contact | D. Bruce McPherson, Office of General Counsel, U.S. Agency for International Development, Washington, DC 20523-6601; tel. 202-712-1611, fax 202-216-3058. | |
| FR Citation | 81 FR 50618 | |
| CFR Associated | Foreign Aid; Foreign Relations; Guaranteed Loans and Loan Programs-Foreign Relations |
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