TREATIES AND OTHER INTERNATIONAL ACTS SERIES 15-624

________________________________________________________________________

LOAN GUARANTEE

Agreement Between the 

UNITED STATES OF AMERICA

and JORDAN

Signed at Amman May 31, 2015 

with

Annexes
 NOTE BY THE DEPARTMENT OF STATE

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

(80 Stat. 271; 1 U.S.C. 113)—

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

under the authority of the Secretary of State shall be competent

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

treaties, and proclamations by the President of such treaties and

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

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

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

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

or authentication thereof.”
 JORDAN

 Loan Guarantee

Agreement signed at Amman May 31, 2015;

 Entered into force June 24, 2015.

 With annexes.
LOAN GUARANTEE AGREEMENT 

BETWEEN 

THE UNITED STATES OF AMERICA 

AND 

THE HASHEMITE KINGDOM OF JORDAN 

This Agreement ("Agreement") is between the United States of America 

(the "United States") and the Hashemite Kingdom of Jordan ("Jordan" or the 

"Borrower") (together "the Parties"). 

ARTICLE I. Purpose 

Section 1.01. Purpose. The United States, acting through the United States 

Agency for International Development ("USAID"), plans to provide guarantees 

("Loan Guarantees" or "Guarantees") for certain payment obligations with regard 

to new debt that Jordan is expected to incur. This guarantee assistance program 

intends to reinforce Jordan's economic reform program, as supported by the 

International Monetary Fund and USAID, support Jordan's continued access to the 

capital markets, and provide external financing to Jordan at affordable rates. The 

purpose of this Agreement is to set forth the rights and obligations of the Parties 

with respect to the guarantee assistance program described herein. 

ARTICLE II. The Guarantee 

Se.ction 2.01. Guarantee Obligations. Subject to the terms herein, USAID 

shall issue Guarantees with respect to the payment obligations of the Borrower for 

Eligible Notes (as defined in Section 2.02 below). The Guarantees will guarantee 

one hundred percent ( 1 00%) of the Borrower's repayment of principal under 

Eligible Notes in an amount not to exceed an aggregate principal amount of one 

and-a-halfbillion United States Dollars (U.S. $1,500,000,000) together with 

interest due thereon, for a period up to ten (1 0) years from the date of issuance. 

The Guarantees shall be issued in accordance with Section 7034(r) of the 

Department of State, Foreign Operations, and Related Programs Appropriations 
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Act, 2015 (Div. J, P.L. 113-235) ("the Act"). The Guarantees constitute, as a 

matter of domestic U.S. law, obligations of the United States of America, and the 

full faith and credit of the United States of America is pledged for the full payment 

and performance of such guarantee obligations. The standard terms and conditions 

of the Guarantees issued hereunder shall be mutually agreed upon and published 

by the United States in Title 22, Chapter II, of the United States Code of Federal 

Regulations for the benefit of the holders of Eligible Notes as defined in Section 

2.02 ("Noteholders"). 

Section 2.02. Eligible Notes and Terms. "Eligible Notes" are United States 

Dollar-denominated notes or bonds issued by the Borrower: (a) for the purposes of 

this Agreement, (b) purchased by "Eligible Underwriters," as defined in Section 

2.03, and (c) under such terms and conditions, documents and agreements as are in 

form and substance mutually agreed upon by USAID, the Eligible Underwriters 

and the Borrower, including, without limitation, offering circulars, note purchase 

or underwriting agreements, global notes and a fiscal agency agreement (such 

agreements in their final definitive form being referred to herein as the "Debt 

Agreements"). 

Except as otherwise agreed in writing by the Parties, Eligible Notes shall 

have a term or maturity of up to ten (10) years with interest paid on a regular basis 

and principal paid at maturity. 

Section 2.03. Eligible Underwriters. Except as otherwise agreed in writing 

by the Parties, "Eligible Underwriters" are those institutions that: (a) purchase 

Eligible Notes directly from the Borrower with a view toward distribution to 

investors; (b) maintain a principal place of business in the United States and are 

subject to regulation under the laws of the United States (including registration as a 

broker-dealer under the Securities Exchange Act of 1934, as amended, and 

membership in the Financial Industry Regulatory Authority); and (c) are 

financially capable of serving as an underwriter for the issuance of Eligible Notes. 

Section 2.04. Installments. Except as otherwise agreed in writing, Eligible 

Notes and the Guarantees issued hereunder shall each be issued in one (1) 

installment. 

Section 2.05. Final Date for Borrowing. The Guarantees shall be issued at 

the same time as the issuance of the Eligible Notes (the "Closing Date") and shall 

be evidenced on the reverse side of the global notes evidencing the Eligible Notes. 

Unless otherwise agreed by the Parties in writing, the final date for the Closing 

Date (and for the issuance of Guarantees under this Agreement) shall be thirty (30) 

days after the entry into force ofthis Agreement as set out in Section 7.01, and the 
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final date to request the issuance of Guarantees under this Agreement shall be ten 

(1 0) days before the Closing Date. 

ARTICLE III. Fiscal Agent 

Section 3.01. Fiscal Agent. The fiscal agent for the Borrower shall be 

approved by USAID in writing and shall perform its duties pursuant to the terms of 

a fiscal agency agreement that is agreed to by the Borrower, the fiscal agent and 

USAID. The costs for such services shall be paid by the Borrower and may be 

paid from the proceeds of the Eligible Notes made available at the Closing Date. 

ARTICLE IV. Conditions Precedent 

Section 4.01. Borrower's Conditions Precedent. 

(a) Procedural Requirements and Documentation. Except as otherwise 

agreed by USAID in writing, no later than ten (1 0) days prior to the 

Closing Date the Borrower shall deliver, in form and substance 

satisfactory to USAID, the following: 

(i) a legal opinion from the Jordanian Minister of Justice attesting 

to the validity and enforceability of the Debt Agreements and 

related agreements, if any, and stating that such agreements 

have been duly authorized, executed and delivered and 

constitute legal, valid and binding obligations of the Borrower; 

(ii) all documents required by the terms of the Debt Agreements 

and any related agreements to satisfy the conditions precedent 

therein; 

(iii) the duly completed and signed Certificate and Request for 

Issuance of Loan Guarantees in the form of Annex I; 

(iv) a statement of the name of the person holding the office 

specified in Section 6.06 and those of any additional 

representatives, together with a specimen signature of each 

person so designated; and 

( v) such other documents and representations as US AID may 

reasonably request with respect to the transactions 

contemplated by this Agreement. 

(b) Additional Conditions. Additional conditions precedent to the 

issuance of any Guarantees are attached as Annex II. The United 

States shall determine whether the conditions have been satisfied 

consistent with Annex II. 
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. Section 4.02. United States' Conditions Precedent. On or prior to the 

Issuance of the Guarantees, US AID shall deliver, in form and substance 

satisfactory to the Borrower and/or the Eligible Underwriters, such documents, 

certificates and opinions as may be reasonably required by the Debt Agreements. 

Section 4.03. Satisfaction of Conditions Precedent and Notification. The 

issuance of the Guarantees shall be subject to the satisfaction of the conditions 

precedent consistent with the terms set forth in Sections 4.01 and 4.02 above and 

' ' prior to the issuance of any Guarantees, US AID shall provide the Borrower with 

written notification that the issuance of the Guarantees can proceed. 

ARTICLE V. Special Covenants 

Section 5.01. Reimbursement and Subrogation. The Borrower agrees that if 

US AID makes any payment on the Borrower's behalf to or for the benefit of the 

Noteholders pursuant to the Guarantees, whether or not the Noteholders have applied 

to USAID for such payment and whether or not an event of default has occurred 

under the terms of the Debt Agreements ("Default"), the Borrower shall promptly 

reimburse USAID for such payment. USAID shall promptly inform the Borrower of 

any such payment, and shall endeavor to do so in writing. 

If (i) USAID makes any such payment described above and the Borrower has 

not repaid USAID that full amount within thirty (30) days ofUSAID making such 

payment; (ii) USAID makes a similar payment on Borrower's behalf for any other 

outstanding debt issued by Jordan and guaranteed by USAID ("Prior Debt") and the 

Borrower has not repaid USAID the full amount of such similar payment within 

thirty (30) days ofUSAID making such payment; or (iii) the Borrower informs 

US AID that it does not intend to service the Debt Agreements or the corresponding 

debt agreements for the Prior Debt ("Prior Debt Agreements") in full, USAID has the 

right, but not the obligation, without notice or consent, to accelerate the debt owed to 

US AID by the Borrower as if the Borrower had defaulted on all future payments due 

under the Debt Agreements and the Prior Debt Agreements. Before exercising this 

right, USAID shall endeavor to inform the Borrower promptly in writing. IfUSAID 

exercises this right, the net present value of all unpaid principal and interest due 

under the Debt Agreements and the Prior Debt Agreements shall be immediately due 

and payable to USAID and, in return, USAID shall assume the obligation to make all 

further payments due to the fiscal agent under the Debt Agreements and Prior Debt 

Agreements. 

For the avoidance of doubt, nothing in the foregoing provisions shall affect the 

terms and conditions of the Guarantees or of the similar guarantees associated with 

Prior Debt. 
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In ~e even~ of a Default, in addition to any common law rights that may apply, 

by operatiOn of this Agreement, US AID shall become subrogated to all the rights of 

the Noteholders against the Borrower. 

Section 5.02. Late Payment Charge. In the event of a late payment of 

amounts due US AID, either directly or by way of reimbursement for amounts 

US AID has paid on behalf of the Borrower, a late payment charge shall accrue on 

all such amounts. This late payment charge shall accrue to US AID under the same 

terms and conditions as late payment charges due the Noteholders as such charges, 

if any, are prescribed in the Eligible Notes. 

Section 5.03. Use ofProceeds. The Borrower shall not use the proceeds 

from the issuance of Eligible Notes for military or paramilitary purposes. 

ARTICLE VI. General Provisions 

Section 6.0 1. Consultation. The Parties shall cooperate to ensure that the 

purpose of this Agreement will be accomplished. With respect to matters relating 

to the selection ofEligible Underwriters and the fiscal agent referred to in Section 3.01, 

the issuance of Eligible Notes, the Debt Agreements and related matters, the Parties 

shall consult through their representatives identified in Section 6.06. 

Section 6.02. Reports, Books and Records, Audit and Review. The Borrower 

shall so long as the Eligible Notes shall be outstanding, or any claim under the 

Guarantees is outstanding, and for a period of three (3) years thereafter: 

(a) furnish to the United States such information and reports relating to the 

Eligible Notes, the Debt Agreements, the Guarantees and this Agreement as may be 

reasonably requested. 

(b) maintain, in accordance with generally accepted accounting principles 

and practices consistently applied in Jordan, books and records relating to the 

Eligible Notes, the Debt Agreements, and this Agreement. Such books and records 

shall be reviewed by the Jordanian Audit Bureau to the extent provided in the 

applicable laws of Jordan. 

(c) afford authorized representatives of the United States the opportunity 

at all reasonable times to review such books, records and other documents described 

in this section. 

Section 6.03. Other Payments. The Borrower affirms that no payments or 

other benefits have been received and agrees that none shall be received by any 

official of the Borrower in connection with the procurement of goods or services 
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financed under the Eligible Notes except fees, taxes or similar payments legally 

required in the territory of the Borrower. 

Section 6.04. Remedies. If the United States determines that the terms of 

this Agreement have been breached or that the conditions precedent for issuing 

Guarantees set forth in this Agreement or any annex hereto are not satisfied, the 

United States may suspend or terminate the issuance of Guarantees not yet issued 

after providing notice to the Borrower, taking into account the Parties' preference 

for resolving any issues through diplomatic efforts. The issuance of any Guarantee 

by USAID, the payment by US AID to the Noteholders of any amounts pursuant to 

any Guarantee, the delay or failure ofUSAID to make any claim for payment, or 

the delay or failure of US AID to give its written approval to any acceleration of 

debt by the Noteholders (if such a right of acceleration is provided for in the 

Eligible Notes) shall not operate as a waiver by US AID of any rights accruing to 

USAID under this Agreement, the Debt Agreements or any Guarantee. 

Section 6.05. Implementation Letters. USAID may from time to time issue 

Implementation Letters further describing applicable procedures concerning its 

implementation of this Agreement, or recording the agreement of the Parties on 

details of implementation of this Agreement. 

Section 6.06. Representatives. 

(a) For purposes relevant to the implementation of the technical and 

financial aspects of this Agreement, the Borrower shall be represented by the 

individual holding or acting in the office of the Secretary General of the Ministry of 

Finance of Jordan, and the United States shall be represented by the individual 

holding or acting in the office of Director, Office of Development Credit, USAID. 

(b) Each Party, by written notice, may designate additional 

representatives. Either Party may accept as authorized any instrument signed by 

such representatives of the other Party in implementation of this Agreement, until 

receipt of written notice of revocation of their authority. 

Section 6.07. Communications. Any notice, request, document or other 

communication submitted by either Party to the other Party under this Agreement 

shall be in writing or by telegram or cable, shall refer to Jordan/ USAID Loan 

Guarantee No. [ · ], and shall be deemed duly given or sent when delivered to such 

Party at the following addresses: 
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To the Borrower: 

Ministry of Finance- Hashemite Kingdom of Jordan 

Attention: Secretary General 

P.O. Box 85 

Amman, Jordan 11118 

To the United States: 

United States Agency for International Development 

Office of Development Credit, Room 2.10 

1300 Pennsylvania Avenue, N.W. 

Washington, D.C. 20523-0214 

with a copy to: 

United States Agency for International Development 

P.O. Box354 

Amman, Jordan 11118 

All communications shall be in English, unless the Parties otherwise agree in writing. 

Section 6.08. Taxation and Duties. This Agreement, the Eligible Notes and 

the proceeds therefrom shall be free from any taxation or fees imposed under laws in 

effect in Jordan now or in the future. 

Section 6.09. Annexes. The Annexes to this Agreement constitute an integral 

part of this Agreement. 

ARTICLE VII. Entry into Force 

Section 7.01. Entry Into Force. This Agreement shall enter into force on 

the date of the later notification in an exchange of written notifications in which 

the Parties notify each other that their respective domestic legal requirements for 

entry into force of the Agreement have been fulfilled. 
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DONE at Amman this thirty-first day of May, 2015, in duplicate, in the English 

language. 

FOR THE UNITED STATES OF 

AMERICA: 

By:~~ Ms. Beth S. Paige 

USAID Mission Director 

FOR THE HASHEMITE 

KINGDOM OF JORDAN: 

By:~-,?''- C:f';~ H.E. Mr. Umayya Toukan 

Minister of Finance of the 

Hashemite Kingdom of Jordan 
ANNEX I 

to the 

LOAN GUARANTEE AGREEMENT 

BETWEEN THE UNITED STATES OF AMERICA 

AND THE HASHEMITE KINGDOM OF JORDAN 

Jordan/USAID Loan Guarantee No.[·] 

CERTIFICATE AND REQUEST FOR ISSUANCE OF LOAN GUARANTEES 

The Hashemite Kingdom of Jordan ("Borrower"), pursuant to the Loan Guarantee 

Agreement dated as of , 20 15, between the Borrower and the United 

States of America (the "Agreement") hereby requests the issuance of Loan 

Guarantees (as defined in the Agreement) covering the principal amount of U.S. 

$ 1,500,000,000 and related interest thereon. The estimated date for this action is 

-----. In connection with this request, the Borrower hereby certifies that 

it is in full compliance with the terms of the Agreement. 

Hashemite Kingdom of Jordan 

BY: 

TITLE: ________ _ 

DATE: 
ANNEX II 

to the 

LOAN GUARANTEE AGREEMENT 

BETWEEN THE UNITED STATES OF AMERICA 

AND THE HASHEMITE KINGDOM OF JORDAN 

Whereas this Loan Guarantee Agreement is intended by the Parties to support 

economic reform that will help revitalize economic activity and broaden economic 

opportunities for Jordanian citizens; and 

Recognizing that Loan Guarantees issued under this Agreement would have the 

greatest effect if they are part of a broader reform initiative coordinated by the 

Hashemite Kingdom of Jordan ("Jordan"); 

The following economic reform conditions address ongoing reforms in the areas of 

macroeconomic stability, energy sector reform, financial sector reform, 

investment, debt sustainability, and fiscal transparency, as well as a plan and 

commitment to issue unenhanced sovereign debt. Except as otherwise agreed by 

USAID in writing, these conditions shall be satisfied, demonstrated in form and 

substance satisfactory to USAID, no later than fourteen (14) days prior to the 

Closing Date and the issuance of Guarantees. 

1. The Ministry of Finance of Jordan (MOF) shall provide to USAID the 

macro-fiscal data required for submission to the International Monetary 

Fund (IMF) under the Stand-by Arrangement (SBA) at the same time such 

data is provided to the IMF. These data shall include revised targets for the 

National Electric Power Company (NEPCO) operating balance. The MOF 

shall also provide USAID with any additional data USAID may request 

regarding the quantitative performance criteria and performance against the 

indicative targets defined for the Sixth Review of the SBA sufficient to 

demonstrate Jordan has implemented and maintained policies focused on 

reducing its macroeconomic vulnerabilities. Jordan shall provide to USAID 

written confirmation that Jordan will maintain efforts following the Sixth 

Review to reduce macroeconomic vulnerabilities consistent with the IMF 

program. 
2. The Ministry of Energy and Mineral Resources of Jordan (MEMR) shall 

provide to USAID documentation confirming that MEMR has concluded at 

least two solar power purchase power agreements for provision of renewable 

energy. 

3. The MOF shall develop a plan to resolve any accounts payable between the 

NEPCO, the Government of Jordan, the Jordan Petroleum Refinery 

Company and the electricity distribution companies. The MOF shall provide 

a copy of the plan and a letter to US AID confirming the Minister of 

Finance's approval of the plan. 

4. Jordan shall provide to USAID a copy ofthe Jordanian Cabinet of Ministers' 

approval of Jordan's new draft secured lending law. 

5. Jordan shall provide to US AID a copy of the Jordanian Cabinet of Ministers' 

approval of key by-laws for the investment law. These bylaws shall provide 

further clarity for domestic and foreign investors as to the structure of the 

investment commission, the responsibilities and obligations of the "one-stop 

shop" mechanism, and the incentives to be offered for prospective investors. 

6. Jordan shall provide to USAID a copy of the Jordanian Cabinet of Ministers' 

approval of by-laws for the new Public-Private Partnerships law. 

7. Jordan shall provide to USAID a Public Debt Management framework 

approved by the MOF that covers both domestic and external debt, and 

contains a strategy to deepen local debt markets including through the future 

establishment of a secondary debt market in Jordan. 

8. In furtherance of Jordan's expressed desire to reenter international markets 

so as to reduce its dependence on donor finance over the medium-term and 

to demonstrate to investors that it is making progress in reforming its 

economy, the MOF shall provide to USAID a letter in which Jordan 

commits to issue unenhanced sovereign debt internationally in parallel with 

this U.S. guaranteed issuance, or no later than four months after this U.S. 

guaranteed issuance. The letter shall specify the underwriters and legal 
counsel selected to handle the transaction and include a notional timeline, 

size, and maturity for such issuance. 

Upon the satisfaction of the conditions contained in this Annex II, US AID shall 

provide Borrower with written notification thereto.