Republic of Tunisia Loan Guarantees Issued Under the Further Continuing Appropriations Act, 2013-Standard Terms and Conditions, 41883-41886 [2014-16631]
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Federal Register / Vol. 79, No. 138 / Friday, July 18, 2014 / Rules and Regulations
423(a)–(b), 902(a)(5), 1381, 1381a, 1383, and
1383b).
DATES:
4. In § 405.315, revise the second
sentence in paragraph (e) to read as
follows:
Maryam Khosharay, Office of General
Counsel, U.S. Agency for International
Development, Washington, DC 20523–
6601; tel. 202–712–1324, fax 202–216–
3058.
SUPPLEMENTARY INFORMATION: Pursuant
to Title III of the Department of State,
Foreign Operations, and Related
Programs Appropriations Act, 2012
(Div. I, Pub. L. 112–74), as applied to FY
2013 funding by section 1706(j) of the
Further Continuing Appropriations Act,
2013 (Div. F, Pub. L. 113–6), 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.
■
§ 405.315 Time and place for a hearing
before an administrative law judge.
*
*
*
*
*
(e) Pilot program. * * * These
provisions will no longer be effective on
August 10, 2015, unless we terminate
them earlier or extend them beyond that
date by notice of a final rule in the
Federal Register.
PART 416—SUPPLEMENTAL
SECURITY INCOME FOR THE AGED,
BLIND, AND DISABLED
Subpart N—[Amended]
5. The authority citation for subpart N
of part 416 continues to read as follows:
■
Authority: Secs. 702(a)(5), 1631, and 1633
of the Social Security Act (42 U.S.C.
902(a)(5), 1383, and 1383b); sec. 202, Pub. L.
108–203, 118 Stat. 509 (42 U.S.C. 902 note).
6. In § 416.1436, revise the second
sentence in paragraph (h) to read as
follows:
■
§ 416.1436 Time and place for a hearing
before an administrative law judge.
*
*
*
*
*
(h) Pilot program. * * * These
provisions will no longer be effective on
August 10, 2015, unless we terminate
them earlier or extend them beyond that
date by notice of a final rule in the
Federal Register.
[FR Doc. 2014–16782 Filed 7–17–14; 8:45 am]
BILLING CODE 4191–02–P
22 CFR Part 236
Republic of Tunisia Loan Guarantees
Issued Under the Further Continuing
Appropriations Act, 2013—Standard
Terms and Conditions
Agency for International
Development (USAID).
ACTION: Final rule.
AGENCY:
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 Title III
of the Department of State, Foreign
Operations, and Related Programs
Appropriations Act, 2012, as applied to
FY 2013 funding by section 1706(j) of
the Further Continuing Appropriations
Act, 2013.
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List of Subjects in 22 CFR Part 236
Foreign aid, Foreign relations,
Guaranteed loans, Loan programsforeign relations.
Authority and Issuance
Accordingly, a new Part 236 is added
to Title 22, Chapter II, of the Code of
Federal Regulations, as follows:
AGENCY FOR INTERNATIONAL
DEVELOPMENT
SUMMARY:
Effective July 17, 2014.
FOR FURTHER INFORMATION CONTACT:
PART 236—REPUBLIC OF TUNISIA
LOAN GUARANTEES ISSUED UNDER
THE FURTHER CONTINUING
APPROPRIATIONS ACT, 2014, DIV. F,
PUBLIC LAW 113–6—STANDARD
TERMS AND CONDITIONS
Sec.
236.1 Purpose.
236.2 Definitions.
236.3 The Guarantee.
236.4 Guarantee eligibility.
236.5 Non-impairment of the Guarantee.
236.6 Transferability of Guarantee; Note
Register.
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.
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236.11
236.12
236.13
236.14
236.15
236.16
41883
Subrogation of USAID.
Prosecution of claims.
Change in agreements.
Arbitration.
Notice.
Governing Law.
Appendix A to Part 236—Application for
Compensation
Authority: Sec. 1706(j), Div. F, Public Law
113–6.
§ 236.1
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 to
Title III of the Department of State,
Foreign Operations, and Related
Programs Appropriations Act, 2012
(Div. I, Pub. L. 112–74), as applied to FY
2013 funding by section 1706(j) of the
Further Continuing Appropriations Act,
2013 (Div. F, Pub. L. 113–6). The loan
guarantees will be issued as provided
herein pursuant to the Loan Guarantee
Agreement, dated June 3, 2014, 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 ($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.
§ 236.2
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 § 236.8.
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
federal holiday in Washington, DC, by
the United States Government.
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Federal Register / Vol. 79, No. 138 / Friday, July 18, 2014 / Rules and Regulations
Date of Application means the date on
which an Application for Compensation
is actually received by USAID pursuant
to § 236.15.
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
§ 236.4.
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 7041(g)(1)(A) of the Department
of State, Foreign Operations, and
Related Programs Appropriations Act,
2014 (Div. K, Pub. L. 113–76).
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
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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.
§ 236.3
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 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.
§ 236.4
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
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(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.
§ 236.5
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 nonimpairment 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
is authorized to guarantee the Eligible
Notes.
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Federal Register / Vol. 79, No. 138 / Friday, July 18, 2014 / Rules and Regulations
§ 236.6 Transferability of Guarantee; Note
Register.
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 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.
§ 236.7
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.
§ 236.8 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.
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§ 236.9
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.
§ 236.10 Payment to USAID of excess
amounts received by a Noteholder.
If a Noteholder shall, as a result of
USAID paying compensation under the
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41885
Guarantee, receive an excess payment, it
shall refund the excess to USAID.
transactions of the United States
Government.
§ 236.11
Appendix A to Part 236—Application
for Compensation
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.
§ 236.12
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.
§ 236.13
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.
§ 236.14
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.
§ 236.15
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.
§ 236.16
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 § 236.2 of the Standard
Terms and Conditions of the abovementioned 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 § 236.8 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].
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]
By: lllllllllllllllllll
Name:
Title:
Dated:
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
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United States Agency for International
Development
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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.
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Federal Register / Vol. 79, No. 138 / Friday, July 18, 2014 / Rules and Regulations
Dated: July 10, 2014.
Maryam Khosharay,
Attorney Advisor, Office of the General
Counsel, U.S. Agency for International
Development.
after August 18, 2014. The final
regulations explain how to account for
unrealized gain or loss on a position
held by a taxpayer prior to the time the
taxpayer establishes a mixed straddle
using straddle-by-straddle
identification.
DATES: Effective Date: These regulations
are effective on July 18, 2014.
Applicability Date: For the date of
applicability, see § 1.1092(b)–6(e).
FOR FURTHER INFORMATION CONTACT:
Pamela Lew of the Office of Associate
Chief Counsel (Financial Institutions
and Products) at (202) 317–6945 (not a
toll-free number).
SUPPLEMENTARY INFORMATION:
[FR Doc. 2014–16631 Filed 7–17–14; 8:45 am]
BILLING CODE P
DEPARTMENT OF THE TREASURY
Internal Revenue Service
26 CFR Part 1
[TD 9674]
RIN 1545–BM07
Guidelines for the Streamlined Process
of Applying for Recognition of Section
501(c)(3) Status
Correction
In rule document 2014–15623 on
pages 37630–37632 of the issue of
Wednesday, July 2, 2014 make the
following corrections:
§ 1.501(a)-1T
[Corrected]
1. On page 37631, in the third column,
in § 1.501(a)–1T(f)(2), in the third line,
‘‘July 1, 2017’’ should read ‘‘June 30,
2017’’.
■
§ 1.501(c)(3)–1T
[Corrected]
2. On page 37632, in the first column,
in § 1.501(c)(3)–1T(h)(2), in the third
line, ‘‘July 1, 2017’’ should read ‘‘June
30, 2017’’.
■
§ 1.508–1T
[Corrected]
3. On page 37632, in the third
column, in § 1.508–1T(c)(2), in the third
and fourth lines, ‘‘July 3, 2017’’ should
read ‘‘June 30, 2017’’.
■
[FR Doc. C2–2014–15623 Filed 7–17–14; 8:45 am]
BILLING CODE 1505–01–D
DEPARTMENT OF THE TREASURY
Internal Revenue Service
26 CFR Part 1
[TD 9678]
RIN 1545–BK99
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Mixed Straddles; Straddle-by-Straddle
Identification Under Section 1092
Internal Revenue Service (IRS),
Treasury.
ACTION: Final regulations and removal of
temporary regulations.
AGENCY:
This document contains final
regulations relating to section 1092
identified mixed straddles established
SUMMARY:
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Background
The Deficit Reduction Act of 1984,
Public Law 98–369, amended section
1092 of the Internal Revenue Code
(Code) relating to straddles. As
amended, section 1092(b) instructed the
Treasury Department and the IRS to
write regulations governing mixed
straddles. Regulations governing mixed
straddles were issued in 1985, including
§ 1.1092(b)–2T (relating to holding
periods and losses with respect to
straddle positions) and § 1.1092(b)–3T
(relating to mixed straddles)
(collectively, the 1985 temporary
regulations).
This document contains amendments
to the Income Tax Regulations (26 CFR
part 1) relating to mixed straddles
subject to straddle-by-straddle
identification under section
1092(b)(2)(A)(i)(I) (identified mixed
straddles). On August 2, 2013, the
Treasury Department and the IRS
published in the Federal Register
temporary regulations relating to
identified mixed straddles (TD 9627 at
78 FR 46807) and a notice of proposed
rulemaking cross-referencing the
temporary regulations (REG–112815–12
at 78 FR 46854). The temporary
regulations added § 1.1092(b)–6T,
which provides that unrealized gain or
loss on a position held prior to the
establishment of an identified mixed
straddle is taken into account at the
time and has the character provided by
provisions of the Code that would apply
if the identified mixed straddle had not
been established. The temporary
regulations changed the timing of the
recognition of the unrealized gain or
loss as compared to § 1.1092(b)–3T(b)(6)
of the 1985 temporary regulations,
which provides that unrealized gain or
loss on a position that becomes a
position in an identified mixed straddle
is recognized on the day prior to
establishing the identified mixed
straddle.
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Section 1.1092(b)–6T applied to
identified mixed straddles established
after August 1, 2013, the date of filing
of TD 9627 in the Federal Register.
However, in response to comments
raising concerns about the immediate
applicability date of the temporary
regulations, the regulations were
corrected on October 29, 2013, to revise
the applicability date (TD 9627 at 78 FR
64396 and REG–112815–12 at 78 FR
64430). As corrected, § 1.1092(b)–6T
would apply to identified mixed
straddles established after the date of
publication of the final regulations in
the Federal Register.
Written comments were received on
the notice of proposed rulemaking and
a public hearing was held on December
4, 2013. All comments were considered
and the written comments are available
for public inspection at https://
www.regulations.gov or upon request.
After consideration of all comments,
these final regulations adopt the
provisions of the proposed regulations
with certain clarifications, and the
corresponding temporary regulations are
removed. The comments and
clarifications are discussed in this
preamble.
Summary of Comments and
Explanation of Revisions
In response to the request for
comments in the notice of proposed
rulemaking, several comments were
received. The comments address three
general categories of issues: (1) the
immediate applicability date of
§ 1.1092(b)–6T; (2) the character
mismatch and timing of gain or loss
recognition for assets held by insurance
companies; and (3) certain technical
rules in the 1985 temporary regulations
and the temporary regulations relating
to identified mixed straddles.
1. Applicability Date
As previously noted, in response to
comments raising concerns about the
immediate applicability date of the
temporary regulations, the regulations
were corrected on October 29, 2013, to
revise the applicability date. As
corrected, § 1.1092(b)–6T would apply
to identified mixed straddles
established after the date of publication
of final regulations in the Federal
Register. The correction notices
informed taxpayers that the Treasury
Department and the IRS anticipated
finalizing the regulations no later than
June 30, 2014.
One commenter asked that the
applicability date be delayed for at least
six months after the publication date of
the final regulations in the Federal
Register.
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]]>Agencies
[Federal Register Volume 79, Number 138 (Friday, July 18, 2014)]
[Rules and Regulations]
[Pages 41883-41886]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2014-16631]
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AGENCY FOR INTERNATIONAL DEVELOPMENT
22 CFR Part 236
Republic of Tunisia Loan Guarantees Issued Under the Further
Continuing Appropriations Act, 2013--Standard Terms and Conditions
AGENCY: Agency for International Development (USAID).
ACTION: Final rule.
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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 Title III of the
Department of State, Foreign Operations, and Related Programs
Appropriations Act, 2012, as applied to FY 2013 funding by section
1706(j) of the Further Continuing Appropriations Act, 2013.
DATES: Effective July 17, 2014.
FOR FURTHER INFORMATION CONTACT: Maryam Khosharay, Office of General
Counsel, U.S. Agency for International Development, Washington, DC
20523-6601; tel. 202-712-1324, fax 202-216-3058.
SUPPLEMENTARY INFORMATION: Pursuant to Title III of the Department of
State, Foreign Operations, and Related Programs Appropriations Act,
2012 (Div. I, Pub. L. 112-74), as applied to FY 2013 funding by section
1706(j) of the Further Continuing Appropriations Act, 2013 (Div. F,
Pub. L. 113-6), 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 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:
PART 236--REPUBLIC OF TUNISIA LOAN GUARANTEES ISSUED UNDER THE
FURTHER CONTINUING APPROPRIATIONS ACT, 2014, DIV. F, PUBLIC LAW
113-6--STANDARD TERMS AND CONDITIONS
Sec.
236.1 Purpose.
236.2 Definitions.
236.3 The Guarantee.
236.4 Guarantee eligibility.
236.5 Non-impairment of the Guarantee.
236.6 Transferability of Guarantee; Note Register.
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.
236.14 Arbitration.
236.15 Notice.
236.16 Governing Law.
Appendix A to Part 236--Application for Compensation
Authority: Sec. 1706(j), Div. F, Public Law 113-6.
Sec. 236.1 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 to Title
III of the Department of State, Foreign Operations, and Related
Programs Appropriations Act, 2012 (Div. I, Pub. L. 112-74), as applied
to FY 2013 funding by section 1706(j) of the Further Continuing
Appropriations Act, 2013 (Div. F, Pub. L. 113-6). The loan guarantees
will be issued as provided herein pursuant to the Loan Guarantee
Agreement, dated June 3, 2014, 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 ($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. 236.2 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. 236.8.
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 federal holiday in Washington, DC, by the United States
Government.
[[Page 41884]]
Date of Application means the date on which an Application for
Compensation is actually received by USAID pursuant to Sec. 236.15.
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. 236.4.
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 7041(g)(1)(A) of the Department of State, Foreign
Operations, and Related Programs Appropriations Act, 2014 (Div. K, Pub.
L. 113-76).
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.
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. 236.3 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 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. 236.4 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. 236.5 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 is authorized to guarantee the Eligible Notes.
[[Page 41885]]
Sec. 236.6 Transferability of Guarantee; Note Register.
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 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. 236.7 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. 236.8 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. 236.9 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. 236.10 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. 236.11 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. 236.12 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. 236.13 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. 236.14 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. 236.15 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. 236.16 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 236--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. 236.2 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. 236.8 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].
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\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.
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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]
By:--------------------------------------------------------------------
Name:
Title:
Dated:
[[Page 41886]]
Dated: July 10, 2014.
Maryam Khosharay,
Attorney Advisor, Office of the General Counsel, U.S. Agency for
International Development.
[FR Doc. 2014-16631 Filed 7-17-14; 8:45 am]
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