56102 Federal Register / Vol. 70, No. 184 / Friday, September 23, 2005 / Rules and Regulations 

AGENCY FOR INTERNATIONAL 

DEVELOPMENT 

22 CFR Part 231 

Arab Republic of Egypt Loan 

Guarantees Issued Under the 

Emergency Wartime Supplemental 

Appropriations Act of 2003—Standard 

Terms and Conditions 

AGENCY: Agency for International 

Development (USAID). 

ACTION: Final rule. 

SUMMARY: This regulation prescribes the 

procedures and standard terms and 

conditions applicable to loan guarantees 

issued for the benefit of the Arab 

Republic of Egypt pursuant to the 

Emergency Wartime Supplemental 

Appropriations Act of 2003. 

EFFECTIVE DATE: September 23, 2005. 

FOR FURTHER INFORMATION CONTACT: 

Christopher F.D. Ryder, Office of the 

General Counsel, U.S. Agency for 

International Development, 1300 

Pennsylvania Ave., Washington, DC 

20523–6601; tel. 202–712–4775, fax 

202–216–3055. 

SUPPLEMENTARY INFORMATION: Pursuant 

to the Emergency Wartime 

Supplemental Appropriations Act of 

2003 (Pub. L. 108–11), the United States 

of America, acting through the U.S. 

Agency for International Development, 

may issue loan guarantees applicable to 

sums borrowed by the Arab Republic of 

Egypt (the ‘‘Borrower’’) from time to 

time between September 23, 2005 and 

September 30, 2005, not exceeding an 

aggregate total of $2 billion in principal 

amount. The loan guarantees shall 

insure 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. 

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 231 

Foreign aid, Foreign relations, Loan 

programs-foreign relations. 

Authority and Issuance 

Accordingly, a new part 231 is added 

to Title 22, Chapter II, of the Code of 

Federal Regulations, as follows: 

PART 231—ARAB REPUBLIC OF 

EGYPT LOAN GUARANTEES ISSUED 

UNDER THE EMERGENCY WARTIME 

SUPPLEMENTAL APPROPRIATIONS 

ACT OF 2003, PUBLIC LAW 108–11— 

STANDARD TERMS AND CONDITIONS 

Sec. 

231.01 Purpose. 

231.02 Definitions. 

231.03 The Guarantee. 

231.04 Guarantee Eligibility. 

231.05 Non-impairment of the Guarantee. 

231.06 Transferability of Guarantee; Note 

Register. 

231.07 Fiscal Agent Obligations. 

231.08 Event of Default; Application for 

Compensation; Payment. 

231.09 No acceleration of Eligible Notes. 

231.10 Payment to USAID of excess 

amounts received by a Noteholder. 

231.11 Subrogation of USAID. 

231.12 Prosecution of claims. 

231.13 Change in agreements. 

231.14 Arbitration. 

231.15 Notice. 

231.16 Governing law. 

Authority: Emergency Wartime 

Supplemental Appropriations Act, 2003, 

Pub. L. 108–11, chapter 5, title I, ‘‘Economic 

Support Fund’’, para. (2). 

§ 231.01 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 Arab Republic of 

Egypt (‘‘Borrower’’), pursuant to the 

Emergency Wartime Supplemental 

Appropriations Act of 2003, Public Law 

108–11. The loan guarantees will apply 

to sums borrowed from time to time 

between September 23, 2005 and 

September 30, 2005, not exceeding an 

aggregate total of two billion United 

States Dollars ($2,000,000,000) in 

principal amount. The loan guarantees 

shall insure 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. The loan guarantees will be 

issued pursuant to a Loan Guarantee 

Commitment Agreement between the 

Borrower and the United States dated 

September 12, 2005. 

§ 231.02 Definitions. 

Wherever used in the standard terms 

and conditions set out in this part: 

(a) USAID means the United States 

Agency for International Development 

or its successor. 

(b) Eligible Note(s) means [a] Note[s] 

meeting the eligibility criteria set out in 

§ 231.04. 

(c) Noteholder means the owner of an 

Eligible Note who is registered as such 

on the Note Register of Eligible Notes 

required to be maintained by the Fiscal 

Agent. 

(d) Borrower means the Arab Republic 

of Egypt. 

(e) 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. 

(f) 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. 

(g) 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. 

(h) Principal Amount means the 

principal amount of any Eligible Notes 

issued by the Borrower. For purposes of 

determining the principal amount of 

any Eligible Notes issued by the 

Borrower, the principal amount of each 

Eligible Note shall be the stated 

principal amount thereof. 

(i) Interest Rate means the interest 

rate borne by an Eligible Note. 

(j) Loss of Investment respecting any 

Eligible Note means 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. 

(k) 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 § 231.08. 

(l) 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. 

(m) Date of Application means the 

date on which an Application for 

Compensation is actually received by 

USAID pursuant to § 231.15. 

Federal Register / Vol. 70, No. 184 / Friday, September 23, 2005 / Rules and Regulations 56103 

(n) 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. 

(o) Guarantee means the guarantee of 

USAID pursuant to this part 231 and the 

Emergency Wartime Supplemental 

Appropriations Act of 2003, Public Law 

108–11. 

(p) Guarantee Payment Date means a 

Business Day not more than three (3) 

Business Days after the related Date of 

Application. 

(q) 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. 

(r) Note[s] means any debt securities 

issued by the Borrower. 

(s) 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. 

(t) 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. 

§ 231.03 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 this 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. This 

Guarantee shall apply to each Eligible 

Note registered on the Note Register 

required to be maintained by the Fiscal 

Agent. 

§ 231.04 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, 

Agriculture and Trade, 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. 

§ 231.05 Non-impairment of the Guarantee. 

The full faith and credit of the United 

States of America is pledged to the 

performance of this Guarantee. The 

Guarantee shall be unconditional, and 

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. 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. 

§ 231.06 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 this 

Guarantee and USAID shall not be 

affected by notice to the contrary. 

§ 231.07 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 

this 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 

this Guarantee. 

§ 231.08 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 three (3) Business Days after 

the Date of Application. 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 a Guarantee, 

whether or not such Noteholder has 

filed with USAID an Application for 

Compensation in respect of such 

amount. 

§ 231.09 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 

56104 Federal Register / Vol. 70, No. 184 / Friday, September 23, 2005 / Rules and Regulations 

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. 

Eligible Notes other than in accordance 

with the original payment terms of such 

Eligible Notes. 

§ 231.10 Payment to USAID of excess 

amounts received by a Noteholder. 

If a Noteholder shall, as a result of 

USAID paying compensation under this 

Guarantee, receive an excess payment, it 

shall refund the excess to USAID. 

§ 231.11 Subrogation of USAID. 

In the event of payment by USAID to 

a Noteholder under this 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. 

§ 231.12 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. 

§ 231.13 Change in agreements. 

No Noteholder will consent to any 

change or waiver of any provision of 

any document contemplated by this 

Guarantee without the prior written 

consent of USAID. 

§ 231.14 Arbitration. 

Any controversy or claim between 

USAID and any noteholder arising out 

of this 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. 

§ 231.15 Notice. 

Any communication to USAID 

pursuant to this Guarantee shall be in 

writing in the English language, shall 

refer to the Arab Republic of Egypt 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, 

Agriculture and Trade, 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. 

§ 231.16 Governing law. 

This 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 231—Application for 

Compensation 

United States Agency for International 

Development 

Washington, DC 20523 

Ref: Guarantee dated as of lll, 20ll: 

Gentlemen: 

You are hereby advised that payment of 

$llll (consisting of $llll of 

principal, $llll of interest and 

$llll in Further Guaranteed Payments, 

as defined in § 231.02(f) of the Standard 

Terms and Conditions of the abovementioned Guarantee) was due on 

llllll, 20ll, on $llll principal 

amount of Notes issued by the Arab Republic 

of Egypt (the ‘‘Borrower’’) held by the 

undersigned. Of such amount $llll 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 § 231.08 of said Guarantee, for 

payment of $llll, representing 

$llll, the Principal Amount of the 

presently outstanding Note(s) of the Borrower 

held by the undersigned that was due and 

payable on llll and that remains 

unpaid, and $llll, the Interest Amount 

on such Note(s) that was due and payable by 

the Borrower on llll and that remains 

unpaid, and $llll 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 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. 

[Name of Applicant] 

By: lllllllllllllllllll

Name: 

Title: 

Dated: 

Dated: September 21, 2005. 

Christopher F.D. Ryder, 

Attorney Advisor. 

[FR Doc. 05–19122 Filed 9–22–05; 8:45 am] 

BILLING CODE 6116–01–P