Hashemite Kingdom of Jordan Loan Guarantees Issued Under the Department of State, Foreign Operations, and Related Programs Appropriations Act, 2015-Standard Terms and Conditions, 36236-36239 [2015-15435]
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Federal Register / Vol. 80, No. 121 / Wednesday, June 24, 2015 / Rules and Regulations
PRA, and compliance with the OMB
regulations is thus not required.
IV. Environmental Analysis
8. The Commission is required to
prepare an Environmental Assessment
or an Environmental Impact Statement
for any action that may have a
significant adverse effect on the human
environment.15 This action has been
categorically excluded under section
380.4(a)(2)(ii), addressing procedural
rules.16
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V. Regulatory Flexibility Act
9. The Regulatory Flexibility Act of
1980 (RFA) 17 generally requires a
description and analysis of rules that
will have a significant economic impact
on a substantial number of small
entities. This Final Rule concerns
procedural matters and is expected to
reduce the burden and expense
associated with paper exhibits and
improve the efficiency and
administrative convenience of the
Commission hearing process.
10. Accordingly, the Commission
certifies that this Final Rule will not
have a significant economic impact on
a substantial number of small entities.
An analysis under the RFA is not
required.
VI. Document Availability
11. In addition to publishing the full
text of this document in the Federal
Register, the Commission provides all
interested persons an opportunity to
view and/or print the contents of this
document via the Internet through the
Commission’s Home Page (https://
www.ferc.gov) and in the Commission’s
Public Reference Room during normal
business hours (8:30 a.m. to 5:00 p.m.
Eastern time) at 888 First Street NE.,
Room 2A, Washington, DC 20426.
12. From the Commission’s Home
Page on the Internet, this information is
available on eLibrary. The full text of
this document is available on eLibrary
in PDF and Microsoft Word format for
viewing, printing, and/or downloading.
To access this document in eLibrary,
type the docket number excluding the
last three digits of this document in the
docket number field.
13. User assistance is available for
eLibrary and the Commission’s Web site
during normal business hours from the
Commission’s Online Support at (202)
502–6652 (toll free at 1–866–208–3676)
or email at ferconlinesupport@ferc.gov,
15 Regulations Implementing the National
Environmental Policy Act of 1969, Order No. 486,
52 FR 47897 (Dec. 17, 1987), FERC Stats. & Regs.
Preambles 1986–1990 ¶ 30,783 (1987).
16 18 CFR 380.4(a)(2)(ii).
17 5 U.S.C. 601–12.
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or the Public Reference Room at (202)
502–8371, TTY (202) 502–8659. Email
the Public Reference Room at
public.referenceroom@ferc.gov.
AGENCY FOR INTERNATIONAL
DEVELOPMENT
VII. Effective Date and Congressional
Notification
Hashemite Kingdom of Jordan Loan
Guarantees Issued Under the
Department of State, Foreign
Operations, and Related Programs
Appropriations Act, 2015—Standard
Terms and Conditions
14. This Final Rule is effective July
24, 2015. The Commission has
determined, with the concurrence of the
Administrator of the Office of
Information and Regulatory Affairs of
OMB, that this rule is not a ‘‘major rule’’
as defined in section 351 of the Small
Business Regulatory Enforcement
Fairness Act of 1996.18 This Final Rule
is being submitted to the Senate, House,
and Government Accountability Office.
List of Subjects in 18 CFR Part 385
Exhibits.
By the Commission.
Issued: June 18, 2015.
Kimberly D. Bose,
Secretary.
Agency for International
Development (USAID).
AGENCY:
ACTION:
PART 385—RULES OF PRACTICE AND
PROCEDURE
1. The authority citation for Part 385
continues to read as follows:
■
Authority: 5 U.S.C. 551–557; 15 U.S.C.
717–717z, 3301–3432; 16 U.S.C. 792–828c,
2601–2645; 28 U.S.C. 2461; 31 U.S.C. 3701,
9701; 42 U.S.C. 7101–7352, 16441, 16451–
16463; 49 U.S.C. 60502; 49 App. U.S.C. 1–85
(1988).
2. Section 385.508 is amended by
revising paragraph (a) to read as follows:
■
Exhibits (Rule 508).
(a) General rules. (1) Except as
provided in paragraphs (b) through (e)
of this section, any material offered in
evidence, other than oral testimony,
must be offered in the form of an
exhibit.
(2) The presiding officer will cause
each exhibit offered by a participant to
be marked for identification.
*
*
*
*
*
[FR Doc. 2015–15431 Filed 6–23–15; 8:45 am]
BILLING CODE 6717–01–P
Final rule.
This regulation prescribes the
procedures and standard terms and
conditions applicable to loan guarantees
to be issued for the benefit of the
Hashemite Kingdom of Jordan pursuant
to Section 7034(r) of the Department of
State, Foreign Operations, and Related
Programs Appropriations Act, 2015.
SUMMARY:
DATES:
In consideration of the foregoing, the
Commission amends Part 385, Chapter I,
Title 18, Code of Federal Regulations, as
follows.
§ 385.508
22 CFR Part 238
Effective June 23, 2015.
D.
Bruce McPherson, Office of General
Counsel, U.S. Agency for International
Development, Washington, DC 20523–
6601; tel. 202–712–1611, fax 202–216–
3055.
FOR FURTHER INFORMATION CONTACT:
Pursuant
to Section 7034(r) of the Department of
State, Foreign Operations, and Related
Programs Appropriations Act, 2015
(Div. J, Pub. L. 113–235), the United
States of America, acting through the
U.S. Agency for International
Development, may issue certain loan
guarantees applicable to sums borrowed
by the Hashemite Kingdom of Jordan
(the ‘‘Borrower’’), not exceeding an
aggregate total of U.S. $1.5 billion 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.
SUPPLEMENTARY INFORMATION:
List of Subjects in 22 CFR Part 238
18 5
PO 00000
Foreign aid, Foreign relations,
Guaranteed loans, Loan programs—
foreign relations.
U.S.C. 804(2).
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Federal Register / Vol. 80, No. 121 / Wednesday, June 24, 2015 / Rules and Regulations
Authority and Issuance
Accordingly, a new Part 238 is added
to Title 22, Chapter II, of the Code of
Federal Regulations, as follows:
performance of such guarantee
obligations.
§ 238.2
PART 238—HASHEMITE KINGDOM OF
JORDAN LOAN GUARANTEES ISSUED
UNDER THE DEPARTMENT OF STATE,
FOREIGN OPERATIONS, AND
RELATED PROGRAMS
APPROPRIATIONS ACT, 2015—
STANDARD TERMS AND CONDITIONS
Sec.
238.1 Purpose.
238.2 Definitions.
238.3 The Guarantee.
238.4 Guarantee eligibility.
238.5 Non-impairment of the Guarantee.
238.6 Transferability of Guarantee; Note
Register.
238.7 Fiscal Agent obligations.
238.8 Event of Default; Application for
Compensation; payment.
238.9 No acceleration of Eligible Notes.
238.10 Payment to USAID of excess
amounts received by a Noteholder.
238.11 Subrogation of USAID.
238.12 Prosecution of claims.
238.13 Change in agreements.
238.14 Arbitration.
238.15 Notice.
238.16 Governing Law.
Appendix A to Part 238—Application for
Compensation
Authority: Sec. 7034(r) of the Department
of State, Foreign Operations, and Related
Programs Appropriations Act, 2015 (Div. J,
Pub. L. 113–235).
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§ 238.1
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
section 7034(r) of the Department of
State, Foreign Operations, and Related
Programs Appropriations Act, 2015
(Div. J, Pub. L. 113–235). The loan
guarantees will be issued as provided
herein pursuant to the Loan Guarantee
Agreement, dated May 31, 2015,
between the United States of America
and the Hashemite Kingdom of Jordan
(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 one
billion five hundred million United
States Dollars ($1,500,000,000) 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
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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 § 238.8.
Borrower means the Hashemite
Kingdom of Jordan.
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.
Date of Application means the date on
which an Application for Compensation
is actually received by USAID pursuant
to § 238.15.
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
§ 238.4 issued in one or more series.
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(r) of the Department of
PO 00000
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36237
State, Foreign Operations, and Related
Programs Appropriations Act, 2015
(Div. J, Pub. L. 113–235).
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 in one or more
series.
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.
§ 238.3
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 each series
of Eligible Notes. Under the Guarantee,
USAID agrees to pay to any Noteholder
compensation in Dollars equal to such
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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.
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§ 238.4
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.
§ 238.5
Non-impairment of the Guarantee.
After issuance of the Guarantee, the
Guarantee will be an unconditional, full
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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.
§ 238.6 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.
§ 238.7
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.
§ 238.8 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
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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.
§ 238.9
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.
§ 238.10 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.
§ 238.11
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.
§ 238.12
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
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.
§ 238.13
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.
§ 238.14
Arbitration.
Any controversy or claim between
USAID and a 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.
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Federal Register / Vol. 80, No. 121 / Wednesday, June 24, 2015 / Rules and Regulations
§ 238.15
Notice.
Any communication to USAID
pursuant to the Guarantee shall be in
writing in the English language, shall
refer to the Hashemite Kingdom of
Jordan 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.
§ 238.16
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 238—Application
for Compensation
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United States Agency for International
Development
Washington, DC 20523
Ref: Guarantee dated as of ll, 20 l:
Gentlemen: You are hereby advised
that payment of $ll (consisting of $l
l of principal, $ll of interest and $l
l in Further Guaranteed Payments, as
defined in § 238.2 of the Standard
Terms and Conditions of the abovementioned Guarantee) was due on ll,
20 ll, on $ll Principal Amount of
Notes issued by Hashemite Kingdom of
Jordan (the ‘‘Borrower’’) held by the
undersigned. Of such amount $ll 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 abovementioned Guarantee, the undersigned
hereby applies, under § 238.8 of said
Guarantee, for payment of $ll,
representing $ll, the Principal
Amount of the presently outstanding
Note(s) of the Borrower held by the
undersigned that was due and payable
on ll and that remains unpaid, and
$ll, the Interest Amount on such
Note(s) that was due and payable by the
Borrower on ll and that remains
unpaid, and $ll in Further
Guaranteed Payments,1 plus accrued
and unpaid interest thereon from the
date of default with respect to such
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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36239
the www.regulations.gov Web site.
Although listed in the electronic docket,
some information is not publicly
available, i.e., confidential business
information (CBI) or other information
whose disclosure is restricted by statute.
Certain other material, such as
copyrighted material, is not placed on
the Internet and will be publicly
available only in hard copy form.
Publicly available docket materials are
available either electronically through
www.regulations.gov or in hard copy for
public inspection during normal
[Name of Applicant]
business hours at the Air Protection
By: lllllllllllllllllll
Division, U.S. Environmental Protection
Name:
Agency, Region III, 1650 Arch Street,
Philadelphia, Pennsylvania 19103.
Title:
Copies of the State submittal are
Dated:
available at the Pennsylvania
Dated: June 17, 2015.
Department of Environmental
D. Bruce McPherson,
Protection, Bureau of Air Quality
Attorney Advisor, Office of the General
Control, P.O. Box 8468, 400 Market
Counsel, U.S. Agency for International
Street, Harrisburg, Pennsylvania 17105;
Development.
Allegheny County Health Department,
[FR Doc. 2015–15435 Filed 6–23–15; 8:45 am]
Bureau of Environmental Quality,
BILLING CODE P
Division of Air Quality, 301 39th Street,
Pittsburgh, Pennsylvania 15201.
FOR FURTHER INFORMATION CONTACT: Paul
ENVIRONMENTAL PROTECTION
T. Wentworth, P.E. at: (215) 814–2183,
AGENCY
or by email at wentworth.paul@epa.gov.
SUPPLEMENTARY INFORMATION:
40 CFR Part 52
I. Background
payments to and including the date
payment in full is made by you
pursuant to said Guarantee, at the rate
of ll% 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.
[EPA–R03–OAR–2014–0886; FRL–9929–40–
Region–3]
Approval and Promulgation of Air
Quality Implementation Plans;
Pennsylvania; Revision to Allegheny
County Regulations for Establishing
Permit Fees
Environmental Protection
Agency (EPA).
ACTION: Final rule.
AGENCY:
The Environmental Protection
Agency (EPA) is approving a State
Implementation Plan (SIP) revision
submitted by the Commonwealth of
Pennsylvania. This revision pertains to
the Air Pollution Control portion of the
Allegheny County Health Department
(ACHD) rules and regulations and
consists of changes to the regulations
establishing installation permit
application and administration fees and
open burning permit application fees.
EPA is approving these revisions to
Pennsylvania’s SIP in accordance with
the requirements of the Clean Air Act
(CAA).
SUMMARY:
On March 9, 2015 (80 FR 12374), EPA
published a document in the Federal
Register (NPR) proposing to approve the
August 30, 2010 SIP revision submittal
from the Commonwealth of
Pennsylvania through the Pennsylvania
Department of Environmental Protection
(PADEP). The SIP revision pertains to
the Air Pollution Control portion of
ACHD’s rules and regulations and
consists of changes to the ACHD
regulations establishing installation
permit application and administration
fees and open burning permit
application fees. EPA received one
comment on the NPR. A summary of the
comment and EPA’s response are
provided in Section III of this
document.
II. Summary of SIP Revision
The SIP revision consists of changes
to ACHD regulations in Article XXI for
installation permit fees and open
burning permit fees, including revisions
to section 2102.10, entitled ‘‘Installation
Permit Application and Administration
Fees,’’ and to section 2105.50, entitled
DATES: This final rule is effective on July ‘‘Open Burning and Administration
24, 2015.
Fees.’’ The changes replace provisions
containing fixed monetary amounts for
ADDRESSES: EPA has established a
permit fees provided for installation and
docket for this action under Docket ID
Number EPA–R03–OAR–2014–0886. All open burning permits in sections
2102.10 and 2105.5 with language that
documents in the docket are listed in
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]]>Agencies
[Federal Register Volume 80, Number 121 (Wednesday, June 24, 2015)]
[Rules and Regulations]
[Pages 36236-36239]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-15435]
=======================================================================
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AGENCY FOR INTERNATIONAL DEVELOPMENT
22 CFR Part 238
Hashemite Kingdom of Jordan Loan Guarantees Issued Under the
Department of State, Foreign Operations, and Related Programs
Appropriations Act, 2015--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 Hashemite Kingdom of Jordan pursuant to Section 7034(r)
of the Department of State, Foreign Operations, and Related Programs
Appropriations Act, 2015.
DATES: Effective June 23, 2015.
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 202-216-3055.
SUPPLEMENTARY INFORMATION: Pursuant to Section 7034(r) of the
Department of State, Foreign Operations, and Related Programs
Appropriations Act, 2015 (Div. J, Pub. L. 113-235), the United States
of America, acting through the U.S. Agency for International
Development, may issue certain loan guarantees applicable to sums
borrowed by the Hashemite Kingdom of Jordan (the ``Borrower''), not
exceeding an aggregate total of U.S. $1.5 billion 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 238
Foreign aid, Foreign relations, Guaranteed loans, Loan programs--
foreign relations.
[[Page 36237]]
Authority and Issuance
Accordingly, a new Part 238 is added to Title 22, Chapter II, of
the Code of Federal Regulations, as follows:
PART 238--HASHEMITE KINGDOM OF JORDAN LOAN GUARANTEES ISSUED UNDER
THE DEPARTMENT OF STATE, FOREIGN OPERATIONS, AND RELATED PROGRAMS
APPROPRIATIONS ACT, 2015--STANDARD TERMS AND CONDITIONS
Sec.
238.1 Purpose.
238.2 Definitions.
238.3 The Guarantee.
238.4 Guarantee eligibility.
238.5 Non-impairment of the Guarantee.
238.6 Transferability of Guarantee; Note Register.
238.7 Fiscal Agent obligations.
238.8 Event of Default; Application for Compensation; payment.
238.9 No acceleration of Eligible Notes.
238.10 Payment to USAID of excess amounts received by a Noteholder.
238.11 Subrogation of USAID.
238.12 Prosecution of claims.
238.13 Change in agreements.
238.14 Arbitration.
238.15 Notice.
238.16 Governing Law.
Appendix A to Part 238--Application for Compensation
Authority: Sec. 7034(r) of the Department of State, Foreign
Operations, and Related Programs Appropriations Act, 2015 (Div. J,
Pub. L. 113-235).
Sec. 238.1 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 section
7034(r) of the Department of State, Foreign Operations, and Related
Programs Appropriations Act, 2015 (Div. J, Pub. L. 113-235). The loan
guarantees will be issued as provided herein pursuant to the Loan
Guarantee Agreement, dated May 31, 2015, between the United States of
America and the Hashemite Kingdom of Jordan (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 one billion five hundred million United States
Dollars ($1,500,000,000) 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. 238.2 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. 238.8.
Borrower means the Hashemite Kingdom of Jordan.
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.
Date of Application means the date on which an Application for
Compensation is actually received by USAID pursuant to Sec. 238.15.
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. 238.4 issued in one or more series.
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(r) of the Department of State, Foreign Operations, and
Related Programs Appropriations Act, 2015 (Div. J, Pub. L. 113-235).
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 in one or
more series.
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. 238.3 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 each series of Eligible Notes. Under the Guarantee,
USAID agrees to pay to any Noteholder compensation in Dollars equal to
such
[[Page 36238]]
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. 238.4 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. 238.5 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.
Sec. 238.6 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. 238.7 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. 238.8 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. 238.9 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. 238.10 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. 238.11 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. 238.12 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 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. 238.13 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. 238.14 Arbitration.
Any controversy or claim between USAID and a 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.
[[Page 36239]]
Sec. 238.15 Notice.
Any communication to USAID pursuant to the Guarantee shall be in
writing in the English language, shall refer to the Hashemite Kingdom
of Jordan 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. 238.16 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 238--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. 238.2 of the Standard Terms and
Conditions of the above-mentioned Guarantee) was due on __, 20 __, on
$__ Principal Amount of Notes issued by Hashemite Kingdom of Jordan
(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.
238.8 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:
Dated: June 17, 2015.
D. Bruce McPherson,
Attorney Advisor, Office of the General Counsel, U.S. Agency for
International Development.
[FR Doc. 2015-15435 Filed 6-23-15; 8:45 am]
BILLING CODE P
