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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street N.W.
Washington, D.C. 20549
REPORT OF
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
In respect of Amendments to its
Global Multicurrency Note Program
Filed pursuant to Rule 3 of Regulation BW
Dated: August 23, 1996
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The following information regarding the securities issued under the
Global Multicurrency Note Program (the "Notes") of the International Bank for
Reconstruction and Development (the "Bank") is being filed pursuant to Rule 3
of Regulation BW. As authorized by Rule 4 of Regulation BW, certain
information is provided in the form of a revised Prospectus (the
"Prospectus"), attached as Exhibit A. Exhibits consisting of the Dealer
Agreement and Amendment No. 1 thereto, and the Global Agency Agreement and
Amendment No. 1 thereto are attached as Exhibits B and C respectively.
Item 1. DESCRIPTION OF OBLIGATIONS
(a)-(c) See Prospectus, cover page and pages 7-10.
As agreed between the dealer or purchaser and the Bank, Notes
may be issued with specified maturities of three months or
longer or with variable maturities and may be subject to early
redemption in whole or in part. Notes may be either
interest-bearing at fixed or variable rates or non-interest
bearing with principal repayable at a fixed amount or by
reference to a formula as specified in the Notes or associated
pricing supplement.
(d) Not applicable.
(e) Bank's standard negative pledge clause.
(f) Not applicable.
(g) The Liquidity Arrangements Agreement dated April 15, 1994
(which is in full force and effect) enables the Bank and the
Sponsoring Dealers to agree to modify certain terms of a
particular issue of Notes provided that all holders agree and
all other applicable approvals and consents have been obtained.
(h) See Prospectus, pages 46-48.
(i) Federal Reserve Bank of New York, 33 Liberty Street, New York,
New York, U.S.A. (for U.S. dollar denominated Notes held
through Fedwire) and Morgan Guaranty Trust Company of New
York, 60 Victoria Embankment, London, EC4Y 0JP, United Kingdom
(for all other Notes).
Item 2. DISTRIBUTION OF OBLIGATIONS
See Prospectus, cover page and page 46.
Notes may be sold from time to time by the Bank to or through
any one or more of the Dealers. The arrangements under which
the Notes may from time to time be agreed to be sold by the
Bank to or through the Dealers are set out in the Dealer
Agreement dated April 15, 1994, (as amended by Amendment No. 1
thereto, dated August 21, 1996) and made among the Bank and
Commerzbank Aktiengesellschaft, Commerzbank Capital Markets
Corporation, Commerzbank (South East Asia) Ltd., Goldman,
Sachs & Co., Goldman, Sachs & Co. oHG, Goldman Sachs
International, IBJ International plc, IBJ Asia Limited,
Industriebank von Japan (Deutschland) AG, Lehman Brothers
Bankhaus Aktiengesellschaft, Lehman Brothers Inc., Lehman
Brothers International (Europe), Morgan Stanley & Co.
Incorporated, Morgan
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Stanley & Co. International Limited, Morgan Stanley Bank AG,
Tokyo-Mitsubishi International plc, Bank of Tokyo-Mitsubishi
(Deutschland) Aktiengesellschaft, Tokyo-Mitsubishi
International (HK) Limited. Any agreement for the sale of
Notes makes provision for the form and terms and conditions of
the relevant Notes, the method of distribution of the Notes,
the price at which such Notes are purchased by the Dealers and
the commissions or other agreed expenses (if any) which are
payable or allowable by the Bank in respect of such purchase.
The Dealers offer Notes to the public at variable prices. The
Bank may also sell Notes to investors directly.
Item 3. DISTRIBUTION SPREAD
Selling Discounts and
Price to Public Commissions Net Proceeds to the Bank
--------------- ----------- ------------------------
Variable Variable 100%
Item 4. DISCOUNTS AND COMMISSIONS TO SUB-UNDERWRITERS
Not applicable.
Item 5. OTHER EXPENSES OF DISTRIBUTION
None to the Bank.
Item 6. APPLICATION OF PROCEEDS
The net proceeds are used in the general operations of the Bank.
Item 7. EXHIBITS
A. Revised Prospectus, dated August 21, 1996.
B. Dealer Agreement, dated April 15, 1994, between the Bank and
the Dealers listed therein and Amendment No. 1, dated August
21, 1996.
C. Global Agency Agreement, dated April 15, 1994, between the
Bank and Morgan Guaranty Trust Company of New York and
Amendment No. 1, dated August 21, 1996.
D. Resolution No. 96-3, adopted July 30, 1996 by the Executive
Directors of the Bank.
E. Copy of Opinion of the Deputy General Counsel, Administration,
Finance and Institutional Affairs of the Bank, dated August
21, 1996, as to the legality of the Notes.
PROSPECTUS
WORLD BANK LOGO
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
GLOBAL MULTICURRENCY NOTE PROGRAM
SPONSORING DEALERS
COMMERZBANK AKTIENGESELLSCHAFT GOLDMAN, SACHS & CO.
IBJ INTERNATIONAL PLC LEHMAN BROTHERS
MORGANSTANLEY & CO. TOKYO-MITSUBISHI INTERNATIONAL PLC
INCORPORATED
The date of this Prospectus is August 21 , 1996.
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PROSPECTUS
WORLD BANK LOGO
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
GLOBAL MULTICURRENCY NOTE PROGRAM
FOR ISSUES OF NOTES WITH MATURITIES OF THREE MONTHS OR LONGER
International Bank for Reconstruction and Development may issue from time to
time under the Global Multicurrency Note Program up to U.S.$20,000,000,000 in
aggregate proceeds of Notes (or the U.S. dollar equivalent of Notes denominated
in other currencies or currency units). Notes may be denominated in the
Specified Currencies referred to herein and as may otherwise be designated by
the Bank at the time of issue, as specified in a Pricing Supplement which will
contain the terms of, and pricing details for, each particular issue of Notes.
Notes will be sold through one or more Dealers appointed by the Bank, or
directly by the Bank itself.
Notes may be either interest bearing at fixed or variable rates or
non-interest bearing and may be repayable at par, at a specified amount above or
below par or at an amount determined by reference to a formula, in each case
with terms as specified in the applicable Pricing Supplement. Notes will be
issued with specified maturities of three months or longer or with variable
maturities and may be subject to early redemption in whole or in part, as
specified in the applicable Pricing Supplement. Notes issued under the Program
may be listed on one or more stock exchanges or may be unlisted, as specified in
the applicable Pricing Supplement. The aggregate proceeds of Notes which may be
issued under the Program may be increased at any time.
CERTAIN NOTES ARE COMPLEX FINANCIAL INSTRUMENTS AND MAY NOT BE SUITABLE FOR
ALL INVESTORS. INVESTORS SHOULD HAVE SUFFICIENT KNOWLEDGE AND EXPERIENCE IN
FINANCIAL AND BUSINESS MATTERS TO EVALUATE THE INFORMATION CONTAINED IN THIS
PROSPECTUS AND IN THE APPLICABLE PRICING SUPPLEMENT, AND THE MERITS AND RISKS OF
INVESTING IN A PARTICULAR ISSUE OF NOTES IN THE CONTEXT OF SUCH INVESTOR'S
FINANCIAL POSITION AND PARTICULAR CIRCUMSTANCES. INVESTORS ALSO SHOULD HAVE THE
FINANCIAL CAPACITY TO BEAR THE RISKS ASSOCIATED WITH ANY INVESTMENT IN SUCH
NOTES. INVESTORS SHOULD NOT PURCHASE SUCH NOTES UNLESS SUCH INVESTORS UNDERSTAND
AND ARE ABLE TO BEAR ANY RISKS DUE TO INTEREST OR EXCHANGE RATE FLUCTUATIONS OR
MARKET, LIQUIDITY, EARLY REDEMPTION OR OTHER SUCH RISKS ASSOCIATED WITH SUCH
NOTES. SEE "CERTAIN RISK FACTORS" FOR A DISCUSSION OF CERTAIN RISKS THAT SHOULD
BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN SUCH NOTES.
Notes of any particular issue will be in registered form, bookentry form or
bearer form, as specified in the applicable Pricing Supplement. Notes in bearer
form may not be offered, sold or delivered within the United States or to U.S.
persons as part of their primary distribution. Notes will be issued in the
denominations specified in the applicable Pricing Supplement. The Federal
Reserve Bank of New York will act as fiscal agent for Notes denominated and
payable in U.S. dollars originally issued in bookentry form. Morgan Guaranty
Trust Company of New York, London office, will act as global agent for all other
Notes. Depending on their form and Specified Currency, Notes will be accepted
for clearing through one or more clearing systems, as specified in the
applicable Pricing Supplement. These systems will include, in the United States,
those operated by The Depository Trust Company and, for U.S. dollar denominated
bookentry Notes, the Federal Reserve Banks and, outside the United States, those
operated by Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear System, Cedel Bank, societe anonyme, and, for certain
Deutsche mark denominated Notes, Deutscher Kassenverein AG.
Notes may be listed on the Luxembourg Stock Exchange, the New York Stock
Exchange, the Paris Stock Exchange and the regulated market of the Frankfurt
Stock Exchange. Unlisted Notes and Notes listed on other or additional stock
exchanges may also be issued.
SPONSORING DEALERS
COMMERZBANK AKTIENGESELLSCHAFT GOLDMAN, SACHS & CO.
IBJ INTERNATIONAL PLC LEHMAN BROTHERS
MORGAN STANLEY & CO. TOKYO-MITSUBISHI INTERNATIONAL PLC
INCORPORATED
The date of this Prospectus is August 21 , 1996.
This Prospectus replaces the Prospectus dated April 15, 1994.
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NOTES ("NOTES") ISSUED UNDER THE GLOBAL MULTICURRENCY NOTE PROGRAM (THE
"PROGRAM") ARE NOT REQUIRED TO BE REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED. ACCORDINGLY, NO REGISTRATION STATEMENT HAS BEEN FILED WITH THE
U.S. SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION"). THE NOTES HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE IN THE UNITED STATES.
International Bank for Reconstruction and Development (the "Bank"), having
made all reasonable inquiries, confirms that all information in this Prospectus
(as defined under "Availability of Information and Incorporation by Reference")
is true and accurate in all material respects and is not misleading, and that
there are no other facts the omission of which, in the context of the issue of
Notes, make this Prospectus or any information in it misleading in any material
respect. In addition, the Bank confirms that each Pricing Supplement (as defined
under "Pricing Supplements"), when read together with the Prospectus, will at
the date thereof be true and accurate in all material respects and not
misleading, and that there will be no other facts the omission of which make
that Pricing Supplement, when read together with the Prospectus, or any
information therein misleading in any material respect.
No person is authorized to give any information or to make any
representation not contained in this Prospectus or the applicable Pricing
Supplement, and any information or representation not contained herein or in the
applicable Pricing Supplement must not be relied on as having been authorized by
or on behalf of the Bank or by any of the Dealers (as defined under "Plan of
Distribution"). The delivery of this Prospectus or the applicable Pricing
Supplement at any time does not imply that the information contained in this
Prospectus or the applicable Pricing Supplement, as the case may be, is correct
at any time subsequent to the date of this document, or, if later, the date of
the documents incorporated by reference herein or to the date of the applicable
Pricing Supplement, respectively.
Neither this Prospectus nor any Pricing Supplement constitutes an offer of,
or an invitation by or on behalf of, the Bank or the Dealers to subscribe or
purchase any of the Notes. The distribution of this Prospectus or any part
hereof and any Pricing Supplement and the offer, sale and delivery of any of the
Notes may be restricted by law in certain jurisdictions. Persons into whose
possession this Prospectus or any Pricing Supplement comes are required by the
Bank and the Dealers to inform themselves about and to observe any such
restrictions. See "Plan of Distribution".
CERTAIN NOTES ARE COMPLEX FINANCIAL INSTRUMENTS AND MAY NOT BE SUITABLE FOR
ALL INVESTORS. INVESTORS SHOULD HAVE SUFFICIENT KNOWLEDGE AND EXPERIENCE IN
FINANCIAL AND BUSINESS MATTERS TO EVALUATE THE INFORMATION CONTAINED IN THIS
PROSPECTUS AND IN THE APPLICABLE PRICING SUPPLEMENT, AND THE MERITS AND RISKS OF
INVESTING IN A PARTICULAR ISSUE OF SUCH NOTES IN THE CONTEXT OF THEIR FINANCIAL
POSITION AND PARTICULAR CIRCUMSTANCES. IN PARTICULAR, INVESTORS SHOULD HAVE
ACCESS TO, AND KNOWLEDGE OF, APPROPRIATE ANALYTICAL RESOURCES TO EVALUATE THE
SENSITIVITY OF SUCH NOTES TO CHANGES IN ECONOMIC CONDITIONS, INTEREST RATES,
EXCHANGE RATES OR OTHER INDICES, THE CALCULATION FORMULAE AND REDEMPTION, OPTION
AND OTHER RIGHTS ASSOCIATED WITH SUCH NOTES AND OTHER FACTORS WHICH MAY HAVE A
BEARING ON THE MERITS AND RISKS OF AN INVESTMENT IN ANY ISSUE OF SUCH NOTES.
INVESTORS SHOULD HAVE THE FINANCIAL CAPACITY TO BEAR THE RISKS ASSOCIATED WITH
ANY INVESTMENT IN SUCH NOTES.
THIS PROSPECTUS DOES NOT DESCRIBE ALL OF THE RISKS AND INVESTMENT
CONSIDERATIONS (INCLUDING THOSE RELATING TO EACH INVESTOR'S PARTICULAR
CIRCUMSTANCES) OF AN INVESTMENT IN NOTES OF A PARTICULAR STRUCTURE, INCLUDING
THE INTEREST RATE, EXCHANGE RATE OR OTHER INDICES, RELEVANT SPECIFIED
CURRENCIES, CALCULATION FORMULAE, AND REDEMPTION, OPTION AND OTHER RIGHTS
ASSOCIATED WITH SUCH NOTES OR WHERE THE INVESTOR'S CURRENCY IS OTHER THAN THE
SPECIFIED CURRENCY OF ISSUE OR IN WHICH PAYMENT OF SUCH NOTES WILL BE MADE.
INVESTORS SHOULD REFER TO AND CONSIDER CAREFULLY THE RELEVANT PRICING SUPPLEMENT
FOR EACH PARTICULAR ISSUE OF NOTES, WHICH MAY DESCRIBE ADDITIONAL RISKS AND
INVESTMENT CONSIDERATIONS ASSOCIATED WITH SUCH NOTES. THE RISKS AND INVESTMENT
CONSIDERATIONS IDENTIFIED IN THIS PROSPECTUS AND THE APPLICABLE PRICING
SUPPLEMENT ARE PROVIDED AS GENERAL INFORMATION ONLY. INVESTORS SHOULD CONSULT
THEIR OWN FINANCIAL AND LEGAL ADVISORS AS TO THE RISKS AND INVESTMENT
CONSIDERATIONS ARISING FROM AN
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INVESTMENT IN AN ISSUE OF NOTES AND SHOULD POSSESS THE APPROPRIATE RESOURCES TO
ANALYZE SUCH INVESTMENT AND THE SUITABILITY OF SUCH INVESTMENT IN SUCH
INVESTOR'S PARTICULAR CIRCUMSTANCES.
IN CONNECTION WITH ANY ISSUE OF NOTES, ANY DEALER DISCLOSED AS STABILIZING
MANAGER IN THE APPLICABLE PRICING SUPPLEMENT MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OF SUCH
ISSUE AT A LEVEL WHICH MIGHT NOT OTHERWISE PREVAIL. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
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TABLE OF CONTENTS
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PAGE
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Availability of Information and Incorporation by Reference................ 5
Pricing Supplements....................................................... 6
Amount.................................................................... 6
Use of Proceeds........................................................... 6
Summary................................................................... 7
Certain Risk Factors...................................................... 11
Form of the Notes......................................................... 15
Terms and Conditions of the Notes......................................... 19
Clearance and Settlement.................................................. 37
Tax Matters............................................................... 41
Currency Conversions...................................................... 44
Plan of Distribution...................................................... 46
Validity of the Notes..................................................... 49
General Information....................................................... 50
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AVAILABILITY OF INFORMATION AND INCORPORATION BY REFERENCE
AVAILABILITY OF INFORMATION
The Bank publishes, generally in March and September in each year, an
information statement (the "Information Statement") which describes the Bank,
its capital, operations, administration, Articles of Agreement ("Articles") and
legal status. The Information Statement published in September includes the
Bank's audited annual financial statements and the Information Statement
published in March includes the Bank's unaudited semi-annual financial
statements and audited annual financial statements. The Bank also publishes an
annual report and unaudited quarterly financial statements.
The Bank is subject to certain information requirements of Regulation BW,
promulgated by the Commission under Section 15(a) of the Bretton Woods
Agreements Act, and in accordance therewith files its regular unaudited
quarterly and audited annual financial statements, its annual report and other
information with the Commission.
The Bank's latest Information Statement, annual report and unaudited
quarterly financial statements (the "Bank Information") will be filed with the
Commission, the New York Stock Exchange and the Luxembourg Stock Exchange, and
will be filed with any other stock exchange on which Notes are listed from time
to time and which requires such a filing. The Bank Information may be inspected
and copies may be obtained (without charge other than for the Bank Information
obtainable from the Commission, which must be paid for at prescribed rates) at
the following addresses, and at any other address specified in the applicable
Pricing Supplement:
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Securities and Exchange Commission Banque Paribas Luxembourg
Room 1026 10A Boulevard Royal
450 Fifth Street, NW L-2093 Luxembourg
Washington, DC 20549
Morgan Guaranty Trust Company of New York Morgan Guaranty Trust Company of New York
Mainzer Landstrasse 46 60 Victoria Embankment
60325 Frankfurt am Main 1 London EC4Y OJP
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Since May 15, 1996, Bank Information has been filed with the Commission
electronically through the EDGAR system and may be obtained at the Internet
address http://www.sec.gov/edgarhp.htm.
In addition, copies of the Articles and decisions made by the Executive
Directors of the Bank on questions of interpretation of the Articles and copies
of the Global Agency Agreement (as defined under "Terms and Conditions of the
Notes") may be inspected at the above offices of Morgan Guaranty Trust Company
of New York (the "Global Agent").
The Bank will provide without charge copies of the Bank Information upon
written or telephone request at the following offices of the Bank:
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1818 H Street, NW 66 Avenue d'Iena
Washington, DC 20433 75116 Paris
Tel: 1-202-458-0746 Tel: 33-140-69-30-00
New Zealand House Kokusai Building, Room 916
15th Floor 1-1, Marunouchi 3-chome
Haymarket Chiyoda-ku
London SW1V 4TE Tokyo 100
Tel: 44-71-930-8511 Tel: 81-3-3214-5001
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INCORPORATION BY REFERENCE
The Bank's latest Information Statement, any quarterly or annual financial
statements filed with the Commission or any stock exchange on which Notes are
listed subsequent to the date of such Information Statement and any supplements
(other than Pricing Supplements) or amendments to this Prospectus circulated by
the Bank from time to time shall be deemed to be incorporated in, and to form
part of, this Prospectus, and references to "this Prospectus" shall mean this
document and any documents incorporated by reference in, and forming part of,
this document, except, and to the extent, any such document is superseded or
modified by any subsequent document incorporated by reference in, and forming
part of, this Prospectus. Documents incorporated by reference in, and forming
part of, this document may not have been submitted to the same review and
clearance procedures to which this Prospectus has been submitted as of the date
hereof by any stock exchange or regulatory authority referred to herein.
The Bank will, in the event of any material change in the financial position
of the Bank which is not reflected in this Prospectus, prepare an amendment or
supplement to this Prospectus or publish a new Prospectus for use in connection
with any subsequent issue and listing of Notes by the Bank. If the terms of the
Program are modified or amended in a manner which would make this Prospectus
inaccurate or misleading, the Bank will prepare a new Prospectus.
PRICING SUPPLEMENTS
The Bank will prepare in respect of each particular issue of Notes a Pricing
Supplement (each a "Pricing Supplement") which will contain the terms of, and
pricing details for, such issue of Notes and such other information or
disclosure as the Bank considers necessary. A Pricing Supplement may set out the
full text of the terms and conditions of a particular issue if the Bank and the
relevant Dealer(s) consider it necessary or appropriate. The Pricing Supplement
for an issue of Deutsche mark denominated Notes which are (a) of denominations
of less than DM250,000 or (b) intended to be cleared and settled globally, will
provide that such Notes are to be governed by the laws of the Federal Republic
of Germany, will set out the full text of the terms and conditions applicable to
such Notes (the terms and conditions set out under "Terms and Conditions of the
Notes" shall not be applicable) and will describe the form of Notes and the
procedures for clearing, settlement and transfer which will apply to such Notes.
Such terms and conditions will be in the German language (with an English
language translation if deemed appropriate by the Bank and the relevant
Dealer(s)).
AMOUNT
Notes may be issued and outstanding with aggregate proceeds of up to
U.S.$20,000,000,000 (or, in the case of Notes denominated in another currency or
currency unit, the U.S. dollar equivalent thereof at the date of agreement to
issue such Notes). As of the date hereof, Notes with aggregate proceeds of
U.S.$8,091,000,000 have been issued under the Program. The principal amount of
Notes which may be issued under the Program may be increased.
USE OF PROCEEDS
The net proceeds from the sale of Notes will be used by the Bank in its
general operations.
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SUMMARY
THE FOLLOWING SUMMARY DOES NOT PURPORT TO BE COMPLETE AND IS TAKEN FROM, AND
IS QUALIFIED IN ITS ENTIRETY BY, THE INFORMATION IN THE REMAINDER OF THIS
PROSPECTUS AND, IN RELATION TO THE TERMS AND CONDITIONS OF ANY PARTICULAR ISSUE
OF NOTES, THE APPLICABLE PRICING SUPPLEMENT. WORDS AND EXPRESSIONS DEFINED OR
USED IN "TERMS AND CONDITIONS OF THE NOTES" SHALL HAVE THE SAME MEANING IN THIS
SUMMARY.
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ISSUER.......................... International Bank for Reconstruction and Development
SPONSORING DEALERS.............. The Sponsoring Dealers consist of those Dealers that are
party to the liquidity arrangements, being Commerzbank
Aktiengesellschaft, Goldman Sachs International, IBJ
International plc, Lehman Brothers Inc., Morgan Stanley &
Co. Incorporated and Tokyo-Mitsubishi International plc.
DEALERS......................... The Dealers will consist of the Sponsoring Dealers,
certain of their respective affiliates initially party to
the Dealer Agreement (as defined under "Plan of
Distribution") and any other dealer becoming a party to
the Dealer Agreement.
FISCAL AGENT.................... Federal Reserve Bank of New York
GLOBAL AGENT.................... Morgan Guaranty Trust Company of New York, acting through
its London office
SPECIFIED CURRENCIES............ Notes may be denominated in any of the following
currencies or currency units (each a "Specified
Currency"): Australian dollars, Belgian francs, British
pounds sterling, Canadian dollars, Danish kroner,
Deutsche marks, ECU, Finnish markkas, French francs, Hong
Kong dollars, Irish punts, Italian lire, Japanese yen,
Luxembourg francs, Netherlands guilders, New Zealand
dollars, Norwegian kroner, Portuguese escudos, Spanish
pesetas, Swedish kronor, Swiss francs and U.S. dollars
and such other currencies or currency units as may be
agreed among the Bank, the relevant Dealer(s) and the
Global Agent.
MATURITIES...................... Notes may be issued with specified maturities of three
months or longer or with variable maturities except that
the maturity of any Notes denominated in certain
Specified Currencies shall not be less than any minimum
or more than any maximum maturity as may be allowed or
required from time to time by the relevant regulatory
authority or any laws or regulations applicable to the
relevant Specified Currency. The Pricing Supplement
issued in respect of each issue of Notes having variable
maturities will state the applicable terms, including any
circumstances or factors relating to the performance of
relevant indices that affect the maturity of the Notes.
ISSUE PRICE..................... Notes may be issued at par or at a discount to or premium
over par and on a fully paid or partly paid basis.
METHOD OF ISSUE................. Notes will be issued through dealers acting as principal,
whether individually or in a syndicate, or on an agency
basis. Additional Notes may be issued as part of an
existing issue of Notes. The Bank may itself directly
issue and sell notes to the extent permitted by
applicable law.
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DESCRIPTION OF NOTES............ Notes may be either interest bearing at fixed or variable
rates or non-interest bearing, with principal repayable at
a fixed amount or by reference to a formula, as specified
in the applicable Pricing Supplement.
FIXED RATE.................... Notes for which the interest basis is fixed will bear
interest at the rate or rates specified in the applicable
Pricing Supplement.
VARIABLE RATE................. Notes for which the interest basis is variable will have
the basis for calculating the amount of interest payable
determined by reference to one or more interest rate or
exchange rate indices, or otherwise, in each case as
specified in the applicable Pricing Supplement.
ZERO COUPON................... Notes for which the interest basis is zero coupon will not
bear interest and will be issued at a discount to their
principal amount.
FIXED REDEMPTION AMOUNT....... Notes which have a fixed redemption amount will be
redeemable at par or at a specified amount above or below
par.
VARIABLE REDEMPTION AMOUNT.... Notes which have a variable redemption amount will have
the basis for calculating the redemption amount determined
by reference to one or more interest rate or exchange
rate indices, or otherwise, in each case as specified in
the applicable Pricing Supplement.
STATUS OF NOTES................. Notes will constitute direct, unsecured obligations of the
Bank ranking PARI PASSU with all its other unsecured and
unsubordinated obligations.
Notes will not be obligations of any government.
NEGATIVE PLEDGE................. Notes will contain a negative pledge clause pursuant to
which the Bank will not cause or permit to be created on
any of its property or assets any security for any
evidences of indebtedness issued, assumed or guaranteed
by the Bank for money borrowed (other than any purchase
money mortgage, pledge or lien, any lien arising in the
ordinary course of business and securing debt of one year
or less, or any extension or renewal of any of the
foregoing), unless the Notes shall be secured by such
security equally and ratably with such other evidences of
indebtedness.
DEFAULT (INCLUDING CROSS
DEFAULT)....................... Notes will contain a cross default in respect of bonds,
notes or similar obligations issued, assumed or guaranteed
by the Bank. If the Bank defaults on payments under the
Notes or under its cross default, and such default
continues for 90 days, a Noteholder may accelerate its
Notes for payment 30 days after notice of acceleration is
delivered to the Bank, unless prior to that time all such
defaults have been cured.
TAX STATUS...................... Notes and payments thereon will not be exempt from
taxation generally. Under the Bank's Articles, the Notes
and payments thereon are not subject to any tax by a
member (a) which tax discriminates against the Notes
solely because they were issued by the Bank or (b) if the
sole jurisdictional basis for the tax is the place or
currency in which the Notes are issued, made payable or
paid, or the location of any office or place of business
maintained by the Bank. Also, under the Articles, the
Bank is not under any obligation to withhold or pay any
tax imposed by any member country on payments on the
Notes. Accordingly, payments on the
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Notes will be made to the Fiscal Agent and the Global
Agent without deduction in respect of any such tax.
However, tax withholding requirements may apply to
payments made by financial intermediaries acting in any
capacity other than as the Bank's Fiscal Agent or Global
Agent.
OPTIONAL REDEMPTION............. The Pricing Supplement issued in respect of each issue of
Notes will state whether such Notes may be redeemed prior
to their stated maturity in whole or in part at the
option of the Bank and/or the holders, and, if so, the
terms applicable to such redemption. Any limitations
imposed by applicable law relating to the redemption of
Notes denominated in any Specified Currency will be
specified in the applicable Pricing Supplement.
FORM OF NOTES................... Each particular issue of Notes will be in registered form,
bookentry form or bearer form. Restrictions on forms of
Notes may apply in certain jurisdictions. See "Form of
the Notes".
Registered Notes will be represented by one or more Notes
in global registered form or will be issued in definitive
registered form. Notes in global registered form will be
exchangeable for Notes in definitive registered form if
and to the extent specified in the applicable Pricing
Supplement. Notes in registered form may not be exchanged
for Notes in bearer form.
BOOKENTRY NOTES............... Fed Bookentry Notes, which are Notes denominated and
payable in U.S. dollars cleared through the bookentry
system of the Federal Reserve Banks (the "Federal
Reserve"), will initially be in bookentry form and may be
exchanged for Notes in definitive registered form. Notes
in bookentry form may not be exchanged for Notes in
bearer form.
BEARER NOTES.................. Bearer Notes (other than Notes in certain Specified
Currencies which will be issued in permanent global bearer
form) will be issued in temporary global bearer form
exchangeable for Notes in permanent global bearer form
or, if and to the extent specified in the applicable
Pricing Supplement, in definitive bearer form, global
registered form or definitive registered form, upon
certification as to non-U.S. beneficial ownership through
the relevant clearing system. Notes in permanent global
bearer form (other than Notes in certain Specified
Currencies) will be exchangeable for Notes in definitive
bearer form only in the circumstances described herein
and in the applicable Pricing Supplement. Notes in bearer
form may be exchanged for Notes in registered form if and
to the extent specified in the applicable Pricing
Supplement.
DENOMINATIONS................... Notes will be in such denominations as may be agreed
between the Bank and the relevant Dealer(s) and specified
in the applicable Pricing Supplement, except that the
minimum denominations for Notes denominated in certain
Specified Currencies will be as required by applicable
law or the relevant regulatory authority (and will be
specified in the applicable Pricing Supplement).
LISTING......................... Notes may be listed on the Luxembourg Stock Exchange, the
New York Stock Exchange, the Paris Stock Exchange and the
regulated market of the Frankfurt Stock Exchange.
Unlisted Notes and Notes listed on other or additional
stock exchanges may also be issued
</TABLE>
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<TABLE>
<S> <C>
under the Program. The applicable Pricing Supplement will
state whether the relevant issue of Notes will be listed
on one or more stock exchanges or will be unlisted.
RATING.......................... The Program has been rated Aaa by Moody's Investors
Service Inc., and AAA by Standard & Poor's.
GOVERNING LAW................... Notes will be governed by the laws of the State of New
York, English law or the laws of the Federal Republic of
Germany, as specified in the applicable Pricing
Supplement. Fed Bookentry Notes will be governed by the
laws of the State of New York. Sterling denominated Notes
will be governed by English law. Deutsche mark
denominated Notes which are (a) of denominations of less
than DM250,000 or (b) intended to be cleared and settled
globally, will be governed by the laws of the Federal
Republic of Germany.
Notes may be governed by the laws of any other
jurisdiction, as specified in the applicable Pricing
Supplement, with such consequential amendments to the
form of the Notes as may be specified in the applicable
Pricing Supplement, and subject to the receipt of such
legal opinions as may be specified in the applicable
Terms Agreement (as defined in the Dealer Agreement).
The Dealer Agreement, the Global Agency Agreement and the
Fiscal Agency Agreement will be governed by the laws of
the State of New York.
SELLING RESTRICTIONS............ There are restrictions on the sale of Notes and the
distribution of offering material relating to the Notes.
In particular, Notes in bearer form may not be offered,
sold or delivered within the United States or to U.S.
persons as part of their primary distribution. See "Plan
of Distribution".
LIQUIDITY ARRANGEMENTS.......... Liquidity arrangements between the Bank and the Sponsoring
Dealers will apply to certain Notes, if and to the extent
specified in the applicable Pricing Supplement, to assist
secondary market making and liquidity in such Notes. The
liquidity arrangements will permit Sponsoring Dealers and
certain of their affiliates to exchange, or to arrange
the exchange of, Notes purchased in the secondary market
for other Notes issued by the Bank under the Program.
CLEARANCE AND SETTLEMENT........ Notes will be accepted for clearing through one or more
clearing systems as specified in the applicable Pricing
Supplement. These systems will include, in the United
States, those operated by The Depository Trust Company
("DTC") and, for Fed Bookentry Notes, the Federal Reserve
and, outside the United States, those operated by Morgan
Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear System ("Euroclear"), Cedel
Bank, societe anonyme ("Cedel Bank"), and, for certain
Deutsche mark denominated Notes, Deutscher Kassenverein
AG ("DKV").
</TABLE>
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<PAGE>
CERTAIN RISK FACTORS
THE FOLLOWING SECTION DOES NOT DESCRIBE ALL OF THE RISKS AND INVESTMENT
CONSIDERATIONS (INCLUDING THOSE RELATING TO EACH PROSPECTIVE INVESTOR'S
PARTICULAR CIRCUMSTANCES) WITH RESPECT TO AN INVESTMENT IN NOTES. PROSPECTIVE
INVESTORS SHOULD REFER TO THE RELEVANT PRICING SUPPLEMENT FOR EACH PARTICULAR
ISSUE OF NOTES, WHICH MAY DESCRIBE ADDITIONAL RISKS AND INVESTMENT
CONSIDERATIONS ASSOCIATED WITH SUCH NOTES. IN ADDITION, PROSPECTIVE INVESTORS
SHOULD CONSULT THEIR OWN FINANCIAL AND LEGAL ADVISORS AS TO THE RISKS AND
INVESTMENT CONSIDERATIONS ARISING FROM AN INVESTMENT IN AN ISSUE OF NOTES, THE
APPROPRIATE RESOURCES TO ANALYZE SUCH INVESTMENT (IN PARTICULAR, TO EVALUATE THE
SENSITIVITY OF SUCH INVESTMENT TO CHANGES IN ECONOMIC CONDITIONS, INTEREST RATE,
EXCHANGE RATE OR OTHER INDICES, AND OTHER FACTORS WHICH MAY HAVE A BEARING ON
THE MERITS AND RISKS OF AN INVESTMENT), AND THE SUITABILITY OF SUCH INVESTMENT
IN SUCH INVESTOR'S PARTICULAR CIRCUMSTANCES. WORDS AND EXPRESSIONS DEFINED OR
USED IN "TERMS AND CONDITIONS OF THE NOTES" SHALL HAVE THE SAME MEANING IN THIS
SECTION.
STRUCTURE RISKS
An investment in a Structured Note issued by the Bank entails risks (which
may be significant) not associated with an investment in a conventional debt
security issued by the Bank. A "Structured Note" is a Note with principal or
interest determined by reference to one or more interest rate indices or
currency or currency units (including exchange rates and swap indices between
currencies or currency units), or one or more indices or formulae (each an
"Applicable Index") (other than a single conventional interest rate index or
formula, such as LIBOR) or features such as embedded options, caps or floors.
Such risks may include, without limitation, the possibility that an Applicable
Index may be subject to significant changes, that changes in an Applicable Index
may not correlate with changes in interest rates or exchange rates generally or
with changes in other indices, that two or more indices or formulae that may be
expected to move in tandem or in any other relation to each other may
unexpectedly converge or diverge or otherwise not move as expected, that the
resulting interest rate may be less than that payable on a conventional debt
security issued by the Bank at the same time or that no interest may be payable,
that the repayment of principal may occur at times other than that expected by
the investor, that the investor may lose a substantial portion of the principal
amount of its Note (whether payable at maturity, upon redemption or otherwise),
that Structured Notes may have more volatile performance results, and that the
effects of currency devaluations and (as discussed in greater detail under
"Certain Risk Factors--Exchange Rate Risks and Exchange Controls") the
imposition or modification of exchange controls by authorities with jurisdiction
over a relevant currency may be greater for Structured Notes than for
conventional debt securities issued by the Bank. Such risks generally depend on
a number of factors, including financial, economic and political events over
which the Bank has no control. In addition, if an Applicable Index used to
determine the amount of interest payable contains a Spread Multiplier or if the
Applicable Index used to determine the principal or interest payable is subject
to some other leverage factor, the effect of any change in such Applicable Index
on the principal or interest may be magnified. If an Applicable Index includes,
or is subject to, a maximum ("cap") or minimum ("floor") interest rate
limitation, the interest or principal payable on such Structured Note may be
less than that payable on a conventional debt security issued by the Bank at the
same time. Two issues of Structured Notes issued at the same time and with
interest rates determined by reference to the same Applicable Index and
otherwise comparable terms may have different interest rates and yields when
issued and thereafter if the frequency of interest rate adjustments for each
issue is different. In recent years, certain interest rates, currencies,
currency units, exchange rates and other indices have been highly volatile and
such volatility may continue in the future. Fluctuations in any particular
interest rate, currency, currency unit, exchange rate or other index that have
occurred in the past are not necessarily indicative, however, of fluctuations
that may occur in the future.
The timing of changes in the level of an Applicable Index may affect the
actual yield to an investor, even if the average level is consistent with the
investor's expectation. In general, the earlier a change in the level of an
Applicable Index occurs, the greater the effect on an investor's yield. This is
especially the case with Structured Notes providing for repayment of principal
at one or more times prior to maturity. As a result, the effect on an investor's
yield of an Applicable Index level that is lower (or higher) during earlier
periods than the rate anticipated by the investor may not be offset by a later
equivalent increase (or reduction).
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<PAGE>
Any optional redemption feature of Notes is likely to affect the market
value of such Notes. During any period in which such Notes are subject to
redemption at the option of the Bank, their market value generally will not rise
substantially above the redemption price because of the increased likelihood of
redemption by the Bank, and this also may be true prior to any such period. The
Bank may be expected to redeem such Notes in circumstances where the Bank's cost
of borrowing is lower than the interest rate on such Notes. At such times, an
investor generally would not be able to reinvest redemption proceeds at an
effective interest rate which is as high as the interest rate on such Notes, and
such reinvestment might only be at a significantly lower rate. Investors should
consider the related reinvestment risk in light of other investments that may be
available to such investors. A partial redemption of an issue of Notes also may
adversely affect liquidity for the remaining outstanding Notes of such issue.
Investors in Structured Notes should have knowledge of and access to
appropriate analytical resources to analyze quantitatively the effect (or value)
of any redemption, cap or floor, or certain other features of such Structured
Notes, and the resulting impact upon the value of such Structured Notes.
MARKET, LIQUIDITY AND YIELD CONSIDERATIONS
Notes may not have an established trading market when issued. There can be
no assurance of a secondary market for any Notes or the liquidity of such market
if one develops. See also "Plan of Distribution." Consequently, investors may
not be able to sell their Notes readily or at prices that will enable them to
realize a yield comparable to that of similar instruments, if any, with a
developed secondary market. This is particularly the case for Structured Notes
that are especially sensitive to interest rate, currency or market risks, that
are designed for specific investment objectives or strategies or that have been
structured to meet the investment requirements of limited categories of
investors, which may have a more limited secondary market and less or no
liquidity and may experience more price volatility than conventional debt
securities. Illiquidity may have a severely adverse effect on the market value
of Structured Notes.
Depending upon the type of Notes, market conditions and other factors,
investors seeking to sell relatively small or relatively large amounts of Notes
may not be able to do so at prices comparable to those that may be available to
other investors.
The secondary market for an issue of Notes also will be affected by a number
of other factors independent of the creditworthiness of the Bank and the value
of any Applicable Index. These factors may include the complexity and volatility
of such Applicable Index, the method of calculating the principal or any
interest to be paid in respect of such Notes, the time remaining to the maturity
of such Notes, the outstanding amount of such Notes, any amortization or
optional redemption features of such Notes, the amount of other securities
linked to such Applicable Index, the amount of such Notes being sold in the
secondary market from time to time, any legal restrictions limiting demand for
such Notes, the availability of comparable securities, and the level, direction
and volatility of market interest rates generally. Such factors also will affect
the market value of the Notes.
No investor should purchase Notes unless such investor understands and is
able to bear the risk that certain Notes may not be readily saleable, that the
value of Notes will fluctuate over time, and that such fluctuations may be
significant and could result in significant losses to such investor. This is
particularly the case for investors whose circumstances may not permit them to
hold the Notes until maturity.
In addition to the foregoing considerations, the following additional
considerations, among others, relate to the Notes indicated below.
The market value of Variable Interest Rate Notes with caps or floors
generally are more volatile than those of Variable Interest Rate Notes linked to
the same Applicable Index without caps or floors, especially when the Applicable
Index approaches or passes the cap or floor. Similarly, the prices of Variable
Interest Rate Notes with an Applicable Index containing a Spread Multiplier or
any other leverage factor greater than one generally are more volatile than
those for Variable Interest Rate Notes linked to the same Applicable Index
without such a Spread Multiplier or other leverage factor.
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<PAGE>
In the case of Variable Interest Rate Notes with an interest rate equal to a
fixed rate less a rate based upon an index, the interest rate will vary in the
opposite direction of changes in such index. The prices of such Notes typically
are more volatile than those of conventional floating rate debt securities
issued by the Bank based on the same index (and with otherwise comparable
terms). This increased volatility is due to the fact that an increase in the
index not only decreases the interest rate (and consequently the value) of such
Note, but also reflects an increase in prevailing interest rates, which further
adversely affects the value of such Note.
In the case of Notes that bear interest at a rate that the Bank may elect to
convert from a Fixed Interest Rate to a Variable Interest Rate, or from a
Variable Interest Rate to a Fixed Interest Rate, the ability of the Bank to
convert the interest rate will affect the secondary market and the value of such
Notes since the Bank may be expected to elect such conversion when it would be
expected to produce a lower overall cost of borrowing to the Bank. If the Bank
elects to convert from a Fixed Interest Rate to a Variable Interest Rate, the
Spread may be lower (if being added to the index) or higher (if being subtracted
from the index) than prevailing spreads at the time of such conversion on other
floating rate securities issued by the Bank with comparable maturities using the
same index, and the interest rate at any time may be lower than that payable on
other securities of the Bank. Conversely, if the Bank elects to convert from a
Variable Interest Rate to a Fixed Interest Rate, the Fixed Interest Rate may be
lower than prevailing interest rates on other securities of the Bank.
The prices at which zero coupon instruments, such as Notes the interest
basis for which is specified as being Zero Coupon, interest components and, in
certain cases, principal components, trade in the secondary market tend to
fluctuate more in relation to general changes in interest rates than do such
prices for conventional interest-bearing securities with comparable maturities.
This also is generally true in the case of other instruments issued at a
substantial discount or premium from the principal amount payable on such
instruments, such as Notes issued with significantly below-market or
above-market interest rates. Generally, the longer the remaining term of such
instruments, the greater their price volatility as compared with that for
conventional interest-bearing securities with comparable maturities.
EXCHANGE RATE RISKS AND EXCHANGE CONTROLS
As described in this Prospectus, Notes may be denominated or payable in one
of a number of currencies. For investors whose financial activities are
denominated principally in a currency (the "Investor's Currency") other than the
Specified Currency or where principal or interest on Notes is payable by
reference to a Specified Currency index other than an index relating to the
Investor's Currency, an investment in the Notes entails significant risks that
are not associated with a similar investment in a security denominated in that
Investor's Currency. Such risks include, without limitation, the possibility of
significant changes in the rate of exchange between the Specified Currency and
the Investor's Currency and the possibility of the imposition or modification of
exchange controls by the country of the Specified Currency or the Investor's
Currency. Such risks generally depend on economic and political events over
which the Bank has no control. In recent years, rates of exchange have been
highly volatile and such volatility may be expected to continue in the future.
Fluctuations in any particular exchange rate that have occurred in the past are
not necessarily indicative, however, of fluctuations that may occur in the
future. Depreciation of the Specified Currency against the Investor's Currency
would result in a decrease in the Investor's Currency equivalent yield on a Note
denominated in that Specified Currency, in the Investor's Currency equivalent
value of the principal payable at maturity of such Note and generally in the
Investor's Currency equivalent market value of such Note. An appreciation of the
Specified Currency against the Investor's Currency would have the opposite
effect. In addition, depending on the specific terms of a Note denominated in,
or the payment of which is related to the value of, one or more foreign
currencies, changes in exchange rates relating to any of the currencies involved
may result in a decrease in such Note's effective yield and, in certain
circumstances, could result in a loss of all or a substantial portion of the
principal of a Note to the investor. Further information as to current and
historical exchange rates between the U.S. dollar and the Specified Currency or,
if the Bank thinks it appropriate, the Investor's Currency and the Specified
Currency may be contained in the applicable Pricing Supplement.
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<PAGE>
Governments have imposed from time to time, and may in the future impose or
modify, exchange controls which could affect exchange rates as well as the
availability of a specified foreign currency at the time of payment of principal
of, premium, if any, or interest on a Note. Even if there are no actual exchange
controls, it is possible that the Specified Currency for any particular Note may
not be available when payments on such Note are due.
LEGAL INVESTMENT CONSIDERATIONS
Investors should consult their own legal advisors in determining whether and
to what extent Notes constitute legal investments for such investors and whether
and to what extent Notes can be used as collateral for various types of
borrowings. In addition, financial institutions should consult their legal
advisors or regulators in determining the appropriate treatment of Notes under
any applicable risk-based capital or similar rules.
Investors whose investment activities are subject to investment laws and
regulations or to review or regulation by certain authorities may be subject to
restrictions on investments in certain types of debt securities, which may
include Notes. Investors should review and consider such restrictions prior to
investing in Notes.
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<PAGE>
FORM OF THE NOTES
WORDS AND EXPRESSIONS DEFINED OR USED IN "TERMS AND CONDITIONS OF THE NOTES"
SHALL HAVE THE SAME MEANING IN THIS SECTION.
The Bank and the relevant Dealer(s) shall agree on the form of Notes to be
issued in respect of any issue of Notes. The form may be either registered,
bookentry (for Notes denominated and payable in U.S. dollars to be cleared and
settled through the Federal Reserve Banks) or bearer and will be specified in
the applicable Pricing Supplement. Notes issued by the Bank denominated in
certain Specified Currencies may only be issued in global form.
FED BOOKENTRY NOTES
On initial issue, all Notes denominated and payable in U.S. dollars which
will be cleared and settled through the Federal Reserve Banks will be issued in
uncertificated bookentry form only through the Federal Reserve Bank of New York
and held by Holding Institutions designated by the relevant Dealer(s); provided
that, prior to initial issue, an investor may request that after initial issue
its Fed Bookentry Notes be exchanged for Definitive Fed Registered Notes. After
initial issue, all Fed Bookentry Notes will continue to be held by such Holding
Institutions unless an investor arranges for the transfer of its Fed Bookentry
Notes to another Holding Institution or requests Definitive Fed Registered
Notes. An investor who requests Definitive Fed Registered Notes must follow the
procedures established for this purpose from time to time by the Federal Reserve
Bank of New York. Definitive Fed Registered Notes will be issued at the expense
of the Bank.
REGISTERED NOTES
Registered Notes of an issue of Notes sold in primary distribution entirely
to investors in the United States shall, unless otherwise specified in the
applicable Pricing Supplement, initially be represented by a single Note in
registered global form (a "Registered Global Note") deposited on its Issue Date
with Morgan Guaranty Trust Company of New York (the "Custodian") as custodian
for, and registered in the name of a nominee of, DTC (such a Registered Global
Note being referred to herein as a "DTC Global Note").
Registered Notes of an issue of Notes sold in primary distribution entirely
to investors outside the United States shall, unless otherwise specified in the
applicable Pricing Supplement, initially be represented by one or more
Registered Global Notes deposited on its or their Issue Date with the Custodian
as depositary for, and registered in the name of a nominee of, whichever
clearing system(s) is agreed between the Bank and the relevant Dealer(s) and is
specified in the applicable Pricing Supplement.
Registered Notes of an issue of Notes sold in primary distribution both
within the United States and outside the United States shall, unless otherwise
specified in the applicable Pricing Supplement, initially be represented by one
or more Registered Global Notes. A DTC Global Note in respect of sales of Notes
within the United States will be deposited on its Issue Date with the Custodian
as custodian for, and registered in the name of a nominee of, DTC. The same or
one or more other Registered Global Notes in respect of sales of Notes outside
the United States will be deposited on its or their Issue Date with the
Custodian as depositary for, and registered in the name of a nominee of, either
DTC or the relevant clearing system(s) agreed between the Bank and the relevant
Dealer(s) and specified in the applicable Pricing Supplement.
Registered Notes may, if so specified in the applicable Pricing Supplement,
initially be issued in definitive registered form ("Definitive Registered
Notes"). Otherwise, Definitive Registered Notes will only be available (i) in
the case of Notes initially issued as Bearer Notes, as described under "Bearer
Notes" or (ii) in the case of Registered Notes initially issued as Registered
Global Notes (other than Notes in certain Specified Currencies), in certain
circumstances described below. Definitive Registered Notes to be issued at the
request of a beneficial owner in respect of such owner's Notes will be issued at
the expense of such owner.
Unless otherwise specified in the applicable Pricing Supplement, interests
in a Registered Global Note will be exchangeable for Definitive Registered Notes
only if such exchange is permitted by applicable law and (i) in the case of a
DTC Global Note, DTC notifies the Bank that it is no longer willing or able to
discharge properly its responsibilities as depositary with respect to the DTC
Global Note, or ceases to be a
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<PAGE>
"clearing agency" registered under the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or is at any time no longer eligible to act as
such and the Bank is unable to locate a qualified successor within 90 days of
receiving notice of such ineligibility on the part of DTC, (ii) in the case of
any other Registered Global Note, if the clearing system(s) through which it is
cleared and settled is closed for business for a continuous period of 14 days
(other than by reason of holidays, statutory or otherwise) or announces an
intention permanently to cease business or does in fact do so, (iii) the Bank,
upon the request of a holder, elects to issue Definitive Registered Notes or
(iv) a Noteholder has instituted any judicial proceeding in a court to enforce
its rights under the Notes and such Noteholder has been advised by counsel that
in connection with such proceeding it is necessary or appropriate for such
Noteholder to obtain possession of its Notes. In such circumstances, the Bank
will cause sufficient Definitive Registered Notes to be executed and delivered
as soon as practicable (and in any event within 45 days of the occurrence of
such circumstances) to the Registrar for completion, authentication and delivery
to the relevant Noteholder(s). A person having an interest in a Registered
Global Note must provide the Registrar with a written order containing
instructions and such other information as the Bank and the Registrar may
require to complete, execute and deliver such Definitive Registered Notes.
DTC has advised the Bank that it will take any action permitted to be taken
by a holder of Registered Notes (including, without limitation, the presentation
of DTC Global Notes for exchange as described above) only at the direction of
one or more participants in whose account with DTC interests in DTC Global Notes
are credited and only in respect of such portion of the aggregate principal
amount of the relevant DTC Global Notes as to which such participant or
participants has or have given such direction. However, in the circumstances
described above, DTC will surrender the relevant DTC Global Notes for exchange
for Definitive Registered Notes.
While a DTC Global Note is deposited with DTC or its custodian, Definitive
Registered Notes will not be eligible for clearing or settlement through DTC or
any other clearing system.
BEARER NOTES
Except as provided below, Notes in bearer form comprising an issue of Notes
will initially be represented by a Note in temporary global bearer form (a
"Temporary Global Note"), without Coupons, which will be deposited with a common
depositary on behalf of Euroclear and Cedel on the relevant Issue Date.
Interests in a Temporary Global Note will be exchangeable in whole or in part
for interests in a Note in permanent global bearer form (a "Permanent Global
Note"), without Coupons, representing Bearer Notes of the relevant issue or, if
and to the extent specified in the applicable Pricing Supplement, for definitive
Bearer Notes ("Definitive Bearer Notes"), for interests in a Registered Global
Note or for Definitive Registered Notes; provided, however, that Deutsche mark
denominated Bearer Notes cleared through DKV will be represented at all times by
a Temporary Global Note or a Permanent Global Note and Deutsche mark denominated
Definitive Bearer Notes will not be issued under any circumstances. Bearer Notes
may be exchanged for Definitive Registered Notes if and to the extent specified
in the applicable Pricing Supplement. Unless otherwise agreed between the Bank
and the relevant Dealer, Definitive Bearer Notes to be issued at the request of
a holder in respect of such holder's holding of Notes will be issued at the
expense of such holder.
Each Temporary Global Note and each Permanent Global Note will contain
provisions which apply to the Bearer Notes while they are in global form, some
of which supplement the terms and conditions of the Notes set out in this
Prospectus. The following is a summary of certain of those provisions:
EXCHANGE. A Temporary Global Note is exchangeable in whole or in part
(free of charge to the holder) (a) for interests in a Permanent Global Note
representing Bearer Notes or, if and to the extent specified in the
applicable Pricing Supplement, for Definitive Bearer Notes, for interests in
a Registered Global Note or for Definitive Registered Notes, in each case
not earlier than 40 days after the closing date of the relevant issue upon
certification as to non-U.S. beneficial ownership by the relevant clearing
system in the form set out in the Global Agency Agreement and (b) in certain
circumstances, for interests in a Registered Global Note or for Definitive
Registered Notes during such 40 day period.
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<PAGE>
A Permanent Global Note (other than for Notes denominated in certain
Specified Currencies) is exchangeable in whole (free of charge to the
holder) for Definitive Bearer Notes if the Permanent Global Note is held on
behalf of a clearing system and such clearing system is closed for business
for a continuous period of 14 days (other than by reason of holidays,
statutory or otherwise) or announces an intention permanently to cease
business or does in fact do so, by such holder giving notice to the Global
Agent. A Permanent Global Note is also exchangeable in whole or in part
(free of charge to the holder) for interests in a Registered Global Note or
a Definitive Registered Note on or after the Exchange Date, if and to the
extent specified in the applicable Pricing Supplement. On or after any
Exchange Date (as defined below), the holder of a Permanent Global Note may
surrender the Permanent Global Note to or to the order of the Global Agent.
In exchange for the Permanent Global Note, the Bank will deliver, or cause
the delivery of, an equal aggregate principal amount of duly executed and
authenticated Definitive Bearer Notes (having attached to them all Coupons
and Talons in respect of interest which has not already been paid on the
Permanent Global Note and security-printed in accordance with any applicable
legal and stock exchange requirements), Registered Global Note(s) or
Definitive Registered Note(s), as the case may be, each in or substantially
in the form attached to the Global Agency Agreement. On exchange in full of
the Permanent Global Note, the Bank will, if the holder so requests, ensure
that it is cancelled and returned to the holder.
"Exchange Date" means a day falling, in the case of exchange for
Definitive Bearer Notes, not less than 40 days, and, in the case of exchange
for Definitive Registered Notes or interests in a Registered Global Note,
not less than five days, after the day on which the notice requiring
exchange is given and on which banks are open for business in the city in
which the specified office of the Global Agent is located and, if
applicable, in the cities in which the relevant clearing systems are
located.
PAYMENTS. Prior to exchange, payments on a Temporary Global Note will
be made only against certification of non-U.S. beneficial ownership by the
relevant clearing system. On or after the time for exchange, no payments
will be made on the Temporary Global Note unless exchange for interests in a
Permanent Global Note (or, if specified in the applicable Pricing
Supplement, for Definitive Bearer Notes, Definitive Registered Notes or
interests in a Registered Global Note) is improperly withheld or refused.
Payments of principal and interest in respect of Bearer Notes represented by
a Permanent Global Note will be made against presentation for endorsement
and, if no further payment is to be made in respect of the Bearer Notes,
surrender of the Permanent Global Note to or to the order of the Global
Agent or such other Paying Agent as shall have been provided in a notice to
the Noteholders for such purpose. A record of each payment so made will be
endorsed in the appropriate schedule to the Permanent Global Note, which
endorsement will be PRIMA FACIE evidence that such payment has been made in
respect of the Bearer Notes.
NOTICES. So long as Bearer Notes are represented by a Permanent Global
Note and the Permanent Global Note is held on behalf of a clearing system,
notices to Noteholders may be given by delivery of the relevant notice to
that clearing system for communication by it to entitled accountholders,
except that if and so long as the Bearer Notes are listed on the Luxembourg
Stock Exchange or the Paris Stock Exchange and the rules of that Exchange so
require, notices shall also be published, in the case of Notes listed on the
Luxembourg Stock Exchange, in a leading daily newspaper in either the French
or German language and of general circulation in Luxembourg (which is
expected to be the LUXEMBURGER WORT) or, in the case of Notes listed on the
Paris Stock Exchange, in a leading daily newspaper in the French language
and of general circulation in France (which is expected to be either La
Tribune Desfosses or Les Echos).
PRESCRIPTION. Other than for Notes governed by the laws of the State of
New York, claims against the Bank for principal and interest in respect of a
Permanent Global Note will become prescribed unless the Permanent Global
Note is presented for payment within the number of years from the
appropriate Relevant Date (as described in Condition 8) as specified in the
applicable Pricing Supplement.
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PURCHASE AND CANCELLATION. Cancellation of any Bearer Note which the
Bank elects to be cancelled following its purchase will be effected by
reduction in the principal amount of the Permanent Global Note.
DEFAULT. The holder of a Permanent Global Note may cause the Permanent
Global Note or a portion of it to become due and repayable in circumstances
described in Condition 9 by stating in the notice to the Bank the principal
amount of Notes which is being declared due and repayable. Following the
giving of notice of an event of default, the holder of a Permanent Global
Note which is governed by English law and executed as a deed poll may elect
that the Permanent Global Note becomes void as to a specified portion and
that the persons entitled to such portion as accountholders with a clearing
system acquire direct enforcement rights against the Bank under further
provisions of the Permanent Global Note.
REDEMPTION AT THE OPTION OF THE BANK. No drawing of Notes will be
required under Condition 6(e) in the event that the Bank exercises its call
option set forth in that Condition while an issue of Bearer Notes is
represented by a Permanent Global Note in respect of less than the aggregate
Principal Amount of such Bearer Notes then outstanding. In these
circumstances, the relevant clearing systems will allocate the redemption of
Bearer Notes as between holders.
REDEMPTION AT THE OPTION OF A NOTEHOLDER. Any Noteholders' option set
out in Condition 6(f) to require the Bank to redeem Notes may be exercised
by the holder of a Permanent Global Note giving notice to the Global Agent
of the principal amount of Bearer Notes in respect of which the option is
exercised and presenting the Permanent Global Note for endorsement of
exercise within the time limits specified in Condition 6(f).
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TERMS AND CONDITIONS OF THE NOTES
THE FOLLOWING IS THE TEXT OF THE TERMS AND CONDITIONS WHICH, SUBJECT TO
COMPLETION AND AMENDMENT AND AS SUPPLEMENTED, VARIED OR SUBSTITUTED IN
ACCORDANCE WITH THE PROVISIONS OF THE APPLICABLE PRICING SUPPLEMENT, WILL APPLY
TO THE ISSUE OF NOTES REFERRED TO IN SUCH PRICING SUPPLEMENT.
The Registered Notes (as defined in Condition 1(a)) and the Bearer Notes (as
defined in Condition 1(a)) are issued in accordance with a global agency
agreement dated as of April 15, 1994 (as amended and supplemented from time to
time, the "Global Agency Agreement") and made between the Bank and Morgan
Guaranty Trust Company of New York, acting through its London office (the
"Global Agent" which expression shall include any successor global agent under
the Global Agency Agreement). The Global Agency Agreement includes forms of the
Notes (other than Fed Bookentry Notes (as defined in Condition 1(a))) and the
Coupons (if any) relating to such Notes (the "Coupons") and the Talons (if any)
for further Coupons relating to such Notes (the "Talons"). Copies of the Global
Agency Agreement are available for inspection at the specified offices of each
of the Global Agent and Calculation Agent, the Exchange Agent, the Registrar,
the Transfer Agents and the Paying Agents (each as defined below). The Global
Agency Agreement provides for the appointment of other agents, including a
calculation agent (the "Calculation Agent", which expression shall mean in
respect of any issue of Notes any other calculation agent appointed in respect
of such issue pursuant to the Global Agency Agreement or another agreement and
designated as such on such Notes), an exchange agent (the "Exchange Agent"), one
or more paying agents (together with the Global Agent, the "Paying Agents"), one
or more transfer agents (together, the "Transfer Agents") and a registrar (the
"Registrar"). The Global Agent, the Calculation Agent, the Exchange Agent, the
Registrar, the Transfer Agents, the Paying Agents and the Federal Reserve Bank
of New York are together referred to herein as the "Agents". The Noteholders (as
defined in Condition 1(c)) and the holders of the Coupons (if any) and, where
applicable, Talons (the "Couponholders") are deemed to have notice of all of the
provisions of the Global Agency Agreement applicable to them.
The Fed Bookentry Notes and the Definitive Fed Registered Notes (as defined
in Condition 1(a)) are issued in accordance with a master fiscal agency
agreement dated as of November 30, 1983 and Supplement No. 62 dated as of April
15, 1994 (together, and as further amended and supplemented from time to time,
the "Fiscal Agency Agreement") and made between the Bank and the Federal Reserve
Bank of New York, as fiscal and paying agent (the "Fiscal Agent"). Copies of the
Fiscal Agency Agreement are available for inspection at the specified offices of
each of the Fiscal Agent and the Global Agent.
References in these Conditions to terms specified on a Note shall, for Notes
which are not individually certificated Definitive Registered Notes (as defined
in Condition 1(a)), Definitive Fed Registered Notes or definitive Bearer Notes,
be deemed to include references to terms specified in the applicable pricing
supplement issued in respect of a particular issue of Notes of which such Note
forms a part (each a "Pricing Supplement") and which will be attached to such
Note. References in these Conditions to terms specified on a Fed Bookentry Note
shall be deemed to be references to the form of the Definitive Fed Registered
Note in the possession of the Federal Reserve Bank of New York together with the
Pricing Supplement applicable to such Fed Bookentry Note.
1. FORM, DENOMINATION, TITLE AND CURRENCY
(a) FORM: Each issue of Notes of which this Note forms a part (the "Notes")
is issued as:
(i) registered notes ("Registered Notes", other than those issued in
exchange for Fed Bookentry Notes (as defined in Condition 1(a)(ii))) in the
principal amount specified on the face of such Notes (the "Principal
Amount") of an Authorized Denomination (as defined in Condition 1(b));
(ii) uncertificated bookentry notes ("Fed Bookentry Notes") in the
Principal Amount of an Authorized Denomination, which Fed Bookentry Notes
may be exchanged for registered notes ("Definitive Fed Registered Notes") as
provided in Condition 2(b); and/or
(iii) bearer notes ("Bearer Notes") in the Principal Amount of an
Authorized Denomination,
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as specified on such Note, and these Conditions must be read accordingly. An
issue of Notes may comprise either Registered Notes only, Registered Notes and
Bearer Notes only, Fed Bookentry only (except as provided in Condition 2(b)) or
Bearer Notes only.
A certificate will be issued to each holder of Registered Note(s) in respect
of its registered holding or holdings. Each Registered Note will be numbered
serially with an identifying number which will be recorded in the register (the
"Register") which the Bank shall cause to be kept by the Registrar. A Definitive
Fed Registered Note will be issued to each person with an interest in a Fed
Bookentry Note in respect of such interest upon request as provided in Condition
2(b). Each Definitive Fed Registered Note will be numbered with an identifying
number which will be recorded by the Fiscal Agent in accordance with its
customary procedures.
Bearer Notes bearing interest are issued with Coupons and, where
appropriate, Talons attached.
(b) DENOMINATION: "Authorized Denomination" means the denomination or
denominations specified on such Note. Bearer Notes of one Authorized
Denomination may not be exchanged for Bearer Notes of another Authorized
Denomination (if any).
(c) TITLE:
(i) Title to Registered Notes shall pass by registration in the Register
or otherwise in accordance with applicable law.
(ii) The Bank may deem and treat the Federal Reserve Bank of New York,
in respect of all Fed Bookentry Notes, and the registered owner, in respect
of any Definitive Fed Registered Note, as the owner thereof for all purposes
whatsoever notwithstanding any notice to the contrary. As custodian of Fed
Bookentry Notes, the Federal Reserve Bank of New York may deem and treat
other Federal Reserve Banks and Branches and Holding Institutions (as
defined below) located in the Second Federal Reserve District holding any
Fed Bookentry Notes as the absolute owner thereof for all purposes
whatsoever notwithstanding any notice to the contrary; and all payments to
or on the order of such Federal Reserve Banks or Branches or Holding
Institutions, as the case may be, will be valid and effective to discharge
the responsibility of the Bank with respect to such Fed Bookentry Notes to
the extent of the sum or sums so paid. A "Holding Institution" is a
depositary or other designated institution that has an appropriate bookentry
account with a Federal Reserve Bank or Branch.
(iii) Title to Bearer Notes, the Coupons appertaining thereto and, where
applicable, the Talons appertaining thereto shall pass by delivery.
In these Conditions, "Noteholder" and, in relation to a Note, Coupon or
Talon, "holder", means (i) the person in whose name a Registered Note or a
Definitive Fed Registered Note is registered, (ii) the Federal Reserve Bank of
New York for Fed Bookentry Notes and (iii) the bearer of any Bearer Note, Coupon
or Talon, as the case may be. The holder of any Note, Coupon or Talon shall be
deemed to be and may be treated as the absolute owner of such Note, Coupon or
Talon, as the case may be, for the purpose of receiving payment thereof or on
account thereof and for all other purposes, whether or not such Note, Coupon or
Talon shall be overdue and all payments on a Note or Coupon to such holder shall
be valid and effectual to discharge the liability of the Bank in respect of such
Note or Coupon to the extent of the sum or sums so paid.
(d) SPECIFIED CURRENCY: The Specified Currency of any Note, and, if
different, any Specified Interest Payment Currency and/or Specified Principal
Payment Currency are as specified on such Note.
2. TRANSFERS AND EXCHANGES
(a) TRANSFER AND EXCHANGE OF REGISTERED NOTES:
(i) A Registered Note may be transferred in whole or in part in an
Authorized Denomination upon the surrender of the certificate issued in
respect of the Registered Note to be transferred, together with the form of
transfer endorsed on it duly completed and executed, at the specified office
of the Registrar or any Transfer Agent. In the case of a transfer of only
part of such a Registered Note, a new Registered
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Note in respect of the balance not transferred will be issued to the
transferor. Each new Registered Note to be issued upon transfer of such a
Registered Note will be mailed to such address as may be specified in such
form of transfer at the risk of the holder entitled to the new Registered
Note in accordance with the customary procedures of such Registrar or
Transfer Agent.
(ii) A Definitive Fed Registered Note may be transferred in whole or in
part in an Authorized Denomination upon surrender of the Definitive Fed
Registered Note to be transferred, together with the form of transfer
endorsed on it duly completed and executed by the holder or its
attorney-in-fact duly authorized in writing, at the office of the Fiscal
Agent in New York City. In the case of transfer of only part of a Definitive
Fed Registered Note, a new Definitive Fed Registered Note in respect of the
balance not transferred will be issued to the transferor. Each new
Definitive Fed Registered Note to be issued upon transfer of such a
Registered Note will be mailed to such address as may be specified in such
form of transfer at the risk of the holder entitled to the new Definitive
Fed Registered Note in accordance with the Fiscal Agent's customary
procedures.
(iii) Neither Registered Notes nor Definitive Fed Registered Notes may
be exchanged for Bearer Notes.
(b) TRANSFER AND EXCHANGE OF FED BOOKENTRY NOTES: Fed Bookentry Notes may
be transferred between Holding Institutions, in Federal Reserve Districts where
the respective Federal Reserve Banks have adopted appropriate procedures, in
accordance with such procedures. Fed Bookentry Notes may be exchanged free of
charge for Definitive Fed Registered Notes of any Authorized Denomination in the
same aggregate principal amount in accordance with procedures established for
this purpose from time to time by the Federal Reserve Bank of New York.
Definitive Fed Registered Notes may be exchanged free of charge, on surrender of
such Notes at the specified office of the Fiscal Agent in New York City, for Fed
Bookentry Notes of any Authorized Denomination in the same aggregate principal
amount.
(c) EXCHANGE OF BEARER NOTES: Bearer Notes may be exchanged for the same
aggregate principal amount of Registered Notes of any Authorized Denomination at
the request in writing of the Noteholder and upon surrender of the Bearer Note
to be exchanged (together with all unmatured Coupons and unexchanged Talons
relating to it) to the office of any Transfer Agent. Where a Bearer Note is
surrendered for exchange after the Record Date (as defined in Condition 7(a)(i))
for any payment of interest, the Coupon in respect of that payment of interest
need not be surrendered with it. Each new Registered Note to be issued upon
exchange of Bearer Notes will be mailed to such address as may be specified in
such request at the risk of the holder entitled to the new Registered Note in
accordance with the customary procedures of such Transfer Agent.
(d) TRANSFERS AND EXCHANGES: Exchanges and registrations of transfer will
be effected without charge by or on behalf of the Bank or the relevant Agent.
However, except for exchanges under Condition 2(b) and transfers under Condition
2(a)(ii), the transferor or holder requesting an exchange shall bear the expense
of the issue and delivery of any Registered Note and shall make any payment (or
shall give such indemnity as the Registrar or the relevant Transfer Agent may
require) in respect of any tax or other governmental charges which may be
imposed in relation to it.
(e) CLOSED PERIODS: No Noteholder may require the transfer of a Registered
Note or Definitive Fed Registered Note to be registered or the exchange of a
Bearer Note to be effected (i) in the case of a transfer of a Registered Note or
exchange of a Bearer Note, during the period of 15 days ending on the due date
for any payment of principal (being, for the purposes of these Conditions,
unless the context requires otherwise, the amount payable on redemption of a
Note) of that Note, or, in the case of a transfer or exchange of a Definitive
Fed Registered Note or exchange of a Fed Bookentry Note, during the period of
ten days ending on the due date of any payment of principal of or interest on
that Note, (ii) during the period of notice pursuant to Condition 6(e), for any
Notes which may be redeemed by the Bank at its option pursuant thereto, or (iii)
after any such Note has been called for redemption in whole or in part. A Bearer
Note called for redemption may, however, be exchanged for a Registered Note
which is simultaneously surrendered not later than the relevant Record Date (as
defined in Condition 7(a)).
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(f) PROVISIONS CONCERNING TRANSFERS: All transfers of Registered Notes and
entries on the Register will be made in accordance with the relevant procedures
of the Global Agent and the relevant clearing systems. A copy of the relevant
procedures will be made available by the Global Agent to any holder of a
Registered Note upon request.
3. STATUS
The Notes constitute direct, unsecured obligations of the Bank ranking PARI
PASSU, without any preference among themselves, with all its other obligations
that are unsecured and unsubordinated.
The Notes are not obligations of any government.
4. NEGATIVE PLEDGE
As long as any of the Notes shall be outstanding and unpaid, but only up to
the time all amounts of principal and interest have been paid to the Global
Agent or the Fiscal Agent, as the case may be, the Bank will not cause or permit
to be created on any of its property or assets any mortgage, pledge or other
lien or charge as security for any bonds, notes or other evidences of
indebtedness at any time issued, assumed or guaranteed by the Bank for money
borrowed (other than any purchase money mortgage, or other pledge or lien, on
property purchased by the Bank as security for all or any part of the purchase
price thereof, any lien arising in the ordinary course of business and securing
a debt maturing not more than one year after the date on which such lien is
incurred, or any extension or renewal of any of the foregoing), unless the Notes
shall be secured by such mortgage, pledge or other lien or charge equally and
ratably with such other notes, bonds or evidences of indebtedness.
5. INTEREST
One or more of the following provisions apply to each Note, as specified on
such Note.
(I) FIXED INTEREST RATES
The following provisions in this Condition 5(I) apply to a Note the interest
basis for which is specified on such Note as being "Fixed Interest Rate".
(a) INTEREST RATE AND ACCRUAL: Each Note bears interest on its Calculation
Amount (as defined in Condition 5(III)) from and including the Interest
Commencement Date (as defined in Condition 5(III)) in respect thereof or from
the most recent Fixed Rate Interest Payment Date specified on such Note to which
interest has been paid or duly provided for, to but excluding the next following
Fixed Rate Interest Payment Date at the rate per annum (expressed as a
percentage) equal to the Interest Rate specified on such Note payable on each
Fixed Rate Interest Payment Date in each year and on the Maturity Date specified
on such Note if that date does not fall on a Fixed Rate Interest Payment Date.
The first payment of interest will be made on the Fixed Rate Interest
Payment Date next following the relevant Interest Commencement Date. If the
Interest Commencement Date is not a Fixed Rate Interest Payment Date, the first
payment of interest will be the amount specified on the Note as being the
Initial Broken Amount. If the Maturity Date is not a Fixed Rate Interest Payment
Date, interest from and including the preceding Fixed Rate Interest Payment Date
(or from and including the Interest Commencement Date, as the case may be) to
but excluding the Maturity Date will be the amount specified on the Note as
being the Final Broken Amount.
Interest will cease to accrue on each Note on the due date for redemption
thereof unless, upon due presentation thereof, payment of principal is
improperly withheld or refused, in which event interest will continue to accrue
at the Interest Rate and in the manner provided in this Condition 5(I) to the
Relevant Date (as defined in Condition 8).
(b) CALCULATIONS: Interest in respect of a period of less than the period
between Fixed Rate Interest Payment Dates (or, in the case of the first interest
period, the period between the Interest Commencement Date and the first Fixed
Rate Interest Payment Date) will be calculated using the applicable Fixed Rate
Day
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Count Fraction(s) which, unless otherwise specified on the relevant Note, will
be a fraction of the numerator of which is the number of days, in the relevant
period based on a year of 12 months of 30 days each and the denominator of which
is 360.
(II) VARIABLE INTEREST RATES
The following provisions in this Condition 5(II) apply to a Note the
interest basis for which is specified on such Note as being "Variable Interest
Rate".
(a) INTEREST PAYMENT DATES: Each Note bears interest on its Calculation
Amount (as defined in Condition 5(III)) from and including the Interest
Commencement Date (as defined in Condition 5(III)) in respect thereof and such
interest will be payable on each Interest Payment Date (as defined in Condition
5(III)).
Interest will cease to accrue on each Note on the due date for redemption
thereof unless, upon due presentation thereof, payment of principal is
improperly withheld or refused, in which event interest will continue to accrue
at the rate and in the manner provided in this Condition 5(II) to the Relevant
Date (as defined in Condition 8).
(b) RATE OF INTEREST: Each Note bears interest at a variable rate which may
be based on one or more interest rate or exchange rate indices or as otherwise
specified on such Note. The dates on which interest shall be payable on a Note,
the basis for calculation of each amount of interest payable in respect of such
Note on each such date and on any other date on which interest becomes payable
in respect of such Note, and the rate (or the basis of calculation of such rate)
at which interest will accrue in respect of any overdue principal shall be as
set out below, unless otherwise specified on such Note. Subject to Condition
5(II)(d), if applicable, the rate of interest ("Rate of Interest") payable from
time to time will, unless otherwise specified on such Note, be determined by the
Calculation Agent on the basis of the following provisions:
(i) At or about the Relevant Time (as defined in Condition 5(III)) on
the relevant Interest Determination Date (as defined in Condition 5(III)) in
respect of each Interest Period (as defined in Condition 5(III)), the
Calculation Agent will:
(A) if a Note specifies that the "Primary Source for Interest Rate
Quotations" shall be derived from a specified page, section or other part
of a particular information service (each as specified on such Note),
determine the Rate of Interest for such Interest Period which shall,
subject as provided below, be (x) the Reference Rate (as defined in
Condition 5(III)) so appearing in or on that page, section or other part
of such information service (where such Reference Rate is a composite
quotation or interest rate per annum or is customarily supplied by one
entity) or (y) the arithmetic mean of the Reference Rates of the persons
at that time whose Reference Rates so appear in or on that page, section
or other part of such information service, in any such case in respect of
deposits in the relevant Specified Currency for a period equal to the
duration of such Interest Period; and
(B) if a Note specifies that the "Primary Source of Interest Rate
Quotations" shall be the Reference Banks specified on such Note and in
the case of a Note falling within paragraph (i)(A) above but in respect
of which (x) no Reference Rate appears at or about such Relevant Time or
(y) the Rate of Interest for which is to be determined by reference to
quotations of persons appearing in or on the relevant page, section or
other part of such information service as provided in paragraph (i)(A)
but in respect of which less than two Reference Rates appear at or about
such Relevant Time, request the principal offices in the Relevant Banking
Center (as defined in Condition 5(III)) of each of the Reference Banks
shown on such Notes (or, as the case may be, any Reference Bank appointed
from time to time pursuant to Condition 5(II)(g)) to provide the
Calculation Agent with its Reference Rate quoted to leading banks for
deposits in the relevant Specified Currency for a period equivalent to
the duration of such Interest Period. Where this Condition 5(II)(b)(i)(B)
shall apply, the Rate of Interest for the relevant Interest Period shall,
subject as provided below, be the arithmetic mean of such Reference Rates
as calculated by the Calculation Agent.
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(ii) If at or about the Relevant Time on any Interest Determination Date
where the Rate of Interest is to be determined pursuant to Condition
5(II)(b)(i)(B) in respect of a Note only two or three of such Reference
Banks provide such relevant quotations, the Rate of Interest for the
relevant Interest Period shall, subject as provided below, be determined as
provided in Condition 5(II)(b)(i)(B) on the basis of the Reference Rates
quoted by such Reference Banks.
(iii) If at or about the Relevant Time on any Interest Determination
Date where the Rate of Interest is to be determined pursuant to Condition
5(II)(b)(i)(B) in respect of a Note denominated in a currency other than ECU
(as described in Condition 7(g)), only one or none of such Reference Banks
provide such Reference Rates, the Rate of Interest for the relevant Interest
Period shall, subject as provided below, be whichever is the higher of:
(A) The Rate of Interest in effect for the last preceding Interest
Period to which Condition 5(II)(b)(i)(A) or (B) or Condition 5(II)(b)(ii)
shall have applied; and
(B) the rate per annum (expressed as a percentage) which the
Calculation Agent determines to be the arithmetic mean of the Relevant
Rates in respect of the relevant Specified Currency which banks in the
Relevant Financial Center for such Specified Currency selected by the
Calculation Agent (after consultation with the Bank) are quoting at or
about the Relevant Time on the relevant Interest Determination Date for a
period equivalent to such Interest Period to leading banks carrying on
business in that Relevant Financial Center; provided, however, that, if
the banks so selected by the Calculation Agent are not quoting as
aforesaid, the Rate of Interest shall, subject as provided below, be the
Rate of Interest specified in Condition 5(II)(b)(iii)(A).
(iv) If at or about the Relevant Time on any Interest Determination Date
where the Rate of Interest is to be determined pursuant to Condition
5(II)(b)(i)(B) in respect of a Note denominated in ECU, one only or none of
the Reference Banks provide such Reference Rates, the Calculation Agent will
request each of the Reference Banks to provide the Calculation Agent with
the Reference Rates quoted to them by leading banks in each relevant
interbank market for deposits in each of the then component currencies of
the ECU (the "Relevant Currencies") for the Interest Period concerned at or
about the Relevant Time on the relevant Interest Determination Date
(provided that, if the ECU (as defined in Condition 7(g)(i)) is not then
used as the unit of account of the EC (as defined in Condition 7(g)(i), nor
as the currency of the European Union the component currencies of the ECU
shall be those provided for under Condition 7(g)). The Rate of Interest for
such Interest Period shall, subject as provided below, be the arithmetic
mean of the Reference Rates for the Relevant Currencies so communicated by
the Reference Banks or any two or more of them (if only two or more
Reference Banks provide such Reference Rates), weighted in the manner
provided below, as calculated by the Calculation Agent, provided that, if at
or about the Relevant Time on any Interest Determination Date, the Reference
Banks or any two or more of them (if only two or more Reference Banks
provide such Reference Rates) do not provide Reference Rates for all the
Relevant Currencies but do provide such Reference Rates for Relevant
Currencies representing in aggregate 95 percent or more (determined by the
Calculation Agent as provided below) of one ECU on such Interest
Determination Date, then the Rate of Interest pursuant to this Condition
5(II)(b)(iv) shall be calculated on the basis of the Reference Rates so
provided, without taking into account the Relevant Currencies for which
Reference Rates are not provided.
(v) If at or about the Relevant Time on any Interest Determination Date
where the Rate of Interest is to be determined pursuant to Condition
5(II)(b)(i)(B) in respect of a Note denominated in ECU, the Reference Banks
or any two or more of them (if only two or more Reference Banks provide such
Reference Rates) provide the Calculation Agent with Reference Rates pursuant
to Condition 5(II)(b)(iv) for Relevant Currencies representing in aggregate
less than 95 percent (determined as provided below) of one ECU on such
Interest Determination Date then, with respect to each of the Relevant
Currencies for which quotations are not so provided, the Calculation Agent
shall determine such rate as is reasonably representative of the Reference
Rate in respect of deposits in such Relevant Currency of leading banks
selected by it (after consultation with the Bank) in the Relevant Financial
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Center for such Relevant Currency at or about the Relevant Time on the
relevant Interest Determination Date for a period substantially co-extensive
with such Interest Period. If at or about the Relevant Time on any Interest
Determination Date the Relevant Currencies for which Reference Rates are
provided by the Reference Banks pursuant to Condition 5(II)(b)(iv) and the
Relevant Currencies for which rates as determined by the Calculation Agent
pursuant to this Condition 5(II)(b)(v) represent in aggregate 95 percent or
more (determined as provided below) of one ECU on such Interest
Determination Date, the Rate of Interest for such Interest Period shall be
calculated on the basis of such quotations and rates.
(vi) If in respect of a Note denominated in ECU, the Calculation Agent
is unable to determine the Rate of Interest for an Interest Period in
accordance with Condition 5(II)(b)(i), (ii), (iv) or (v), the Rate of
Interest for such Interest Period shall be the Rate of Interest in effect
for the last preceding Interest Period to which Condition 5(II)(b)(i)(A) or
(B) or 5(II)(b)(ii) shall have applied.
(vii) For the purposes of this Condition 5(II)(b), the weighting to be
given to a Relevant Currency or the percentage which it bears to one ECU
shall be determined by the Calculation Agent by reference to the proportion
that the amount of such Relevant Currency included in one ECU bears to one
ECU and calculated on the basis of the U.S. dollar equivalent of each of the
Relevant Currencies at or about the Relevant Time on the Interest
Determination Date in question. Such U.S. dollar equivalent shall be
determined by the Calculation Agent in the manner provided under Condition
7(g), except that for the purposes of this Condition 5(II)(b), (i) any
reference therein to a Valuation Date (as defined in Condition 7(g)) shall
be deemed to refer to the Interest Determination Date in question, and (ii)
if the ECU is being used as the unit of account of the EC or as the currency
of the European Union on such Interest Determination Date, the component
currencies of the ECU shall be the currency amounts that are component
currencies of the ECU on such date.
(c) MINIMUM/MAXIMUM RATES: If a Minimum Interest Rate is specified on a
Note, then the Rate of Interest shall in no event be less than such Minimum
Interest Rate and if there is so specified a Maximum Interest Rate, then the
Rate of Interest shall in no event exceed such Maximum Interest Rate.
(d) ROUNDING: The Calculation Agent shall, if necessary, round any Rate of
Interest to the nearest one-hundred thousandth of one percent.
(e) DETERMINATION OF RATE OF INTEREST AND CALCULATION OF INTEREST
AMOUNTS: The Calculation Agent will, as soon as practicable after the Relevant
Time on each Interest Determination Date, determine the Rate of Interest and
calculate the amount of interest payable (the "Interest Amount") in respect of
each Authorized Denomination of the relevant Notes (in the case of Bearer Notes)
and the minimum Authorized Denomination (in the case of Registered Notes and Fed
Bookentry Notes) for the relevant Interest Period. Interest Amount(s) shall be
calculated by applying the Rate of Interest adjusted, if necessary, by any
Spread (as defined in Condition 5(III)) and/or any Spread Multiplier (as defined
in Condition 5(III)) to each or the minimum Authorized Denomination, multiplying
such product by the applicable Variable Rate Date Count Fraction(s) which,
unless otherwise specified on the relevant Note, will be a fraction the
numerator of which is the actual number of days in the relevant Interest Period
and the denominator of which is 360 and rounding, if necessary, the resultant
figure to the nearest unit of the relevant currency (half of such unit being
rounded upwards or, in the case of yen, downwards) or, in the case of ECU,
rounding, if necessary, to the nearest 0.01 ECU (0.005 ECU being rounded
upwards). The determination of the Rate of Interest and the Interest Amounts by
the Calculation Agent shall (in the absence of manifest error) be final and
binding upon all parties.
(f) NOTIFICATION OF RATE OF INTEREST AND INTEREST AMOUNTS: The Calculation
Agent will cause the Rate of Interest and the Interest Amounts for each Interest
Period and the relevant Interest Payment Date to be provided to the Bank, each
of the Agents and, if the relevant Notes are at such time listed on any Stock
Exchange (each an "Exchange"), the Exchange as soon as possible after their
determination but in no event later than two Relevant Business Days after the
date of their determination. The Calculation Agent will also cause the same
information to be provided to Noteholders in accordance with Condition 13 as
soon as possible after its determination but in no event later than the seventh
calendar day thereafter. The Interest
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Amounts and the Interest Payment Date so published may subsequently be amended
(or appropriate alternative arrangements made by way of adjustment) without
notice in the event of an extension or shortening of the Interest Period.
(g) CALCULATION AGENT AND REFERENCE BANKS: The Bank will ensure that, as
long as any Note to which this Condition 5(II) applies remains outstanding,
there shall always be a Calculation Agent for such Note and so long as the
Primary Source for Interest Rate Quotations for such Note is Reference Banks,
there shall at all times be four Reference Banks for such Note with offices in
the Relevant Banking Center. The Bank will also ensure that, in the case of any
Note falling within Condition 5(II)(b)(i)(A) in respect of which no Reference
Rate appears at or about the Relevant Time, or in respect of which less than two
Reference Rates appear at or about the Relevant Time, there shall be four
Reference Banks for such Note with offices in the Relevant Banking Center. If
any Reference Bank (acting through its relevant office) is unable or unwilling
to continue to act as a Reference Bank then the Bank will appoint another
Reference Bank with an office in the Relevant Banking Center to act as Reference
Bank in its place. If the Calculation Agent is unable or unwilling to act as
such or if the Calculation Agent fails duly to establish the Rate of Interest
for any Interest Period or to calculate the Interest Amounts, the Bank will
appoint the New York or London office of a leading bank engaged in the
international interbank markets to act as Calculation Agent in its place. The
Calculation Agent may not resign its duties without a successor having been
appointed.
(III) DEFINITIONS
As used in these Conditions:
"Business Day Convention" means, in the case of Fed Bookentry Notes, the
"Following Business Day Convention" referred to in paragraph (C) below, and
in the case of all other Notes, either:
(A) the "FRN Convention", in which case interest on a Note shall be
payable on each Interest Payment Date which numerically corresponds to
its Interest Commencement Date or, as the case may be, the preceding
Interest Payment Date in the calendar month which is the Specified
Interest Period specified on such Note after the calendar month in which
such Interest Commencement Date or, as the case may be, the preceding
Interest Payment Date occurred, provided that:
(1) if there is no such numerically corresponding day in the
calendar month in which an Interest Payment Date should occur, then
the relevant Interest Payment Date will be the last day which is a
Relevant Business Day (as defined below) in that calendar month;
(2) if an Interest Payment Date would otherwise fall on a day
which is not a Relevant Business Day, then the relevant Interest
Payment Date will be the first following day which is a Relevant
Business Day unless that falls in the next calendar month, in which
case it will be the first preceding day which is a Relevant Business
Day; and
(3) if such Interest Commencement Date or the preceding Interest
Payment Date occurred on the last day in a calendar month which was a
Relevant Business Day, then all subsequent Interest Payment Dates
will be the last day which is a Relevant Business Day in the calendar
month which is the Specified Interest Period after the calendar month
in which such Issue Date or such other date or, as the case may be,
the preceding Interest Payment Date occurred; or
(B) The "Modified Following Business Day Convention", in which case
interest on a Note shall be payable on such Interest Payment Dates as may
be specified on such Note, provided that, if any Interest Payment Date
would otherwise fall on a date which is not a Relevant Business Day, the
relevant Interest Payment Date will be the first following day which is a
Relevant Business Day unless that day falls in the next calendar month,
in which case the relevant Interest Payment Date will be the first
preceding day which is a Relevant Business Day; or
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(C) The "Following Business Day Convention", in which case interest
on a Note shall be payable on such Interest Payment Dates as may be
specified on such Note, provided that, if any Interest Payment Date would
otherwise fall on a date which is not a Relevant Business Day, the
relevant Interest Payment Date will be the first following day which is a
Relevant Business Day; or
(D) such other Business Day Convention as may be specified on the
relevant Note.
"Calculation Amount" means the amount specified as such on any Note or,
if no such amount is so specified, the Principal Amount of such Note as
specified on such Note or, if such Note is partly paid, the paid-up amount
or, if such Note is amortizing or redeemed in part, the amount outstanding.
"Interest Commencement Date" means, in the case of the first issue of a
Note or Notes of a particular issue of Notes, the date of issue of such Note
or Notes (the "Issue Date") or such other date as may be specified as the
Interest Commencement Date on such Note and, in the case of a further issue
of a Note or Notes on substantially identical terms, the most recent Fixed
Rate Interest Payment Date or, as the case may be, Interest Payment Date in
relation to such first issue immediately preceding the date on which such
further Note or Notes are issued or if there is no such date, the Interest
Commencement Date in respect of such first issue, or in any case such other
date as may be specified as the Interest Commencement Date on such Note.
"Interest Determination Date" means, in respect of any Interest Period,
that number of days (if any) specified on the relevant Note on which banks
and foreign exchange markets are open for business in the Relevant Banking
Center prior to the first day of such Interest Period.
"Interest Payment Date" means each date specified on the relevant Note
for the payment of interest or, if no date is so specified, each date which
falls the Specified Interest Period after the preceding Interest Payment
Date or, in the case of the first Interest Payment Date, after the Interest
Commencement Date, in each case as adjusted by the Business Day Convention
specified on such Note.
"Interest Period" means the period beginning on (and including) the
Interest Commencement Date to (but excluding) the first Interest Payment
Date and each successive period beginning on (and including) an Interest
Payment Date to (but excluding) the next succeeding Interest Payment Date.
"Reference Rate" means, for any Note, the bid, offered or mean of bid
and offered rate, as specified on such Note, for the variable rate specified
on such Note.
"Relevant Banking Center" means, for any Note, the Relevant Banking
Center specified on such Note.
"Relevant Business Day" means:
(A) in the case of a currency other than ECU, a day (other than a
Saturday or a Sunday) on which banks and foreign exchange markets are
open for business in the Relevant Financial Center; and
(B) in the case of ECU, a day (other than a Saturday or a Sunday) on
which banks and foreign exchange markets are open for business in the
Relevant Financial Center and which is not designated a non-settlement
day for ECU on the Reuters ISDE Page on the Reuter Monitor Money Rates
Service or a day designated by the ECU Banking Association if ECU
Non-Settlement Days do not appear on that page or, if no days are so
designated, a day on which ECU interbank payments cannot be settled; or
(C) in the case of any currency, a day on which banks and foreign
exchange markets are open for business in such other financial center or
centers as specified on the relevant Note.
"Relevant Financial Center" means:
(A) in the case of a currency other than ECU, the principal financial
center for the relevant currency; and
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(B) in the case of ECU, London or such other financial center or
centers as specified on the relevant Note.
"Relevant Time" means the local time in the Relevant Banking Center at
which it is customary to determine bid, offered and mean rates in respect of
deposits in that currency in the interbank market in that Relevant Banking
Center.
"Spread" means the percentage rate per annum specified on the relevant
Note.
"Spread Multiplier" means the percentage rate or number applied to the
relevant Rate of Interest, as specified on the relevant Note.
(IV) ZERO COUPON
In the case of a Note the interest basis for which is specified on such Note
as Zero Coupon, references to the amount of interest payable in respect of a
Note (other than as provided in Condition 9), Coupons and Talons in these
Conditions are not applicable. If, upon the presentation of such a Note on or
after the Maturity Date, payment of principal is improperly withheld or refused,
interest shall accrue (on the same basis as that referred to in Condition 5(I))
thereon from the Maturity Date to the Relevant Date at a rate per annum
(expressed as a percentage) equal to the Amortization Yield specified on such
Note.
6. REDEMPTION AND PURCHASE
(a) FINAL REDEMPTION: Unless previously redeemed or purchased and cancelled
as provided below, each Note will be redeemed at its Redemption Amount (which
shall be its Principal Amount or such amount as is specified on such Note or if
the Note has a Variable Redemption Amount (as defined in Condition 6(d)), the
amount calculated in accordance with Condition 6(d)) on the applicable Maturity
Date specified on such Note or, where interest is calculated in accordance with
Condition 5(II), on the applicable Interest Payment Date falling in the
applicable Redemption Month specified on such Note.
(b) PURCHASES: The Bank may at any time purchase or otherwise acquire Notes
at any price (provided that in the case of Bearer Notes they are purchased or
acquired together with all unmatured Coupons and unexchanged Talons relating to
them) in the open market or otherwise.
(c) EARLY REDEMPTION OF NOTES FOR WHICH THE INTEREST BASIS IS ZERO COUPON:
The following provisions in this Condition 6(c) apply to a Note the interest
basis for which is specified on such Note as being Zero Coupon.
(i) The amount payable in respect of any Note upon redemption of such
Note pursuant to, if applicable, Condition 6(e) or (f) or upon it becoming
due and payable as provided in Condition 9, shall be the Amortized Face
Amount (calculated as provided below) of such Note.
(ii) Subject to the provisions of Condition 6(c)(iii), the "Amortized
Face Amount" of any Note shall be the sum of (A) the Reference Price
specified on the Note and (B) the aggregate amortization of the difference
between the Reference Price and the Principal Amount of the Note from the
Issue Date to the date on which the Note becomes due and payable calculated
using a rate per annum (expressed as a percentage) equal to the Amortization
Yield specified on the Note applied to the Reference Price in the manner
specified on such Note. Where the specified calculation is to be made for a
period of less than one year, it shall be calculated using the applicable
Fixed Rate Day Count Fraction(s) which, unless otherwise specified on such
Note, will be a fraction the numerator of which is the number of days in the
relevant period based on a year of 12 months of 30 days each and the
denominator of which is 360.
(iii) If the amount payable in respect of any Note upon redemption of
such Note pursuant to, if applicable, Condition 6(e) or (f), or upon it
becoming due and payable as provided in Condition 9, is not paid when due,
the amount due and payable in respect of such Note shall be the Amortized
Face Amount of such Note as defined in Condition 6(c)(ii), except that
Condition 6 shall have effect as though the reference therein to the date on
which the Note becomes due and payable were replaced by a reference to the
Relevant Date. The calculation of the Amortized Face Amount in accordance
with this Condition 6(c)(iii) will continue to be made (before and, to the
extent permitted by applicable law,
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after judgment), until the Relevant Date unless the Relevant Date falls on
or after the Maturity Date, in which case the amount due and payable shall
be the Principal Amount of such Note together with any interest which may
accrue in accordance with Condition 5(I).
(d) REDEMPTION OF NOTES WITH VARIABLE REDEMPTION AMOUNT: The basis for
calculation of the amount payable upon redemption of a Note with a Variable
Redemption Amount under Condition 6(a) ("Variable Redemption Amount") and, if
applicable, Condition 6(e) or (f), or upon such Note becoming due and payable as
provided in Condition 9, shall be specified on such Note.
(e) REDEMPTION AT THE OPTION OF THE BANK: If so provided on a Note, the
Bank may, on giving to the holder of such Note irrevocable notice of not more
than the number of days nor less than the number of days specified on such Note,
redeem all or, if so stated on such Note, less than all of the Notes on the date
or dates specified on such Note (which shall, in the case of a Note the interest
basis for which is specified on such Note as being Variable Interest Rate, be an
Interest Payment Date) at the amount specified on such Note as the Early
Redemption Amount -- Bank together with interest accrued to but excluding the
date fixed for redemption. All Notes in respect of which any such notice is
given shall be redeemed on the date specified in such notice in accordance with
this Condition 6.
In the case of a partial redemption of Notes other than Fed Bookentry Notes
and Definitive Fed Registered Notes, the notice to Noteholders shall also
contain the serial or other identifying numbers of the Notes to be redeemed,
which shall have been drawn in such place as the Global Agent may approve and in
such manner as it deems appropriate, subject to compliance with any applicable
laws and stock exchange requirements. In the case of a partial redemption of Fed
Bookentry Notes and Definitive Fed Registered Notes, each such Note will be
redeemed in the amount of its pro rata share of the aggregate amount of such
partial redemption and thereafter shall be treated as being outstanding as to
its unredeemed balance.
(f) REDEMPTION AT THE OPTION OF A NOTEHOLDER: If so provided on a Note, the
Bank shall, at the option of the holder of any such Note, redeem such Note on
the date or dates specified on such Note (which shall, in the case of a Note the
interest basis for which is specified on the Note as being Variable Interest
Rate, be an Interest Payment Date) at the amount specified on such Note as the
Early Redemption Amount -- Noteholder together with interest accrued to but
excluding the date fixed for redemption. The Bank may elect to give the holder
of such Note notice, of not more than the number of days nor less than the
number of days specified on such Note prior to such date or dates, of the period
for exercise of such option.
In the case of a Note which is not a Fed Bookentry Note or a Definitive Fed
Registered Note, to exercise such option the holder must deposit (i) such Note
with the Registrar or any Transfer Agent (in the case of Registered Notes) or
any Paying Agent (in the case of Bearer Notes) at their respective specified
offices and (ii) a duly completed notice of redemption ("Redemption Notice") in
the form obtainable from any Agent, in each case not more than the number of
days nor less than the number of days specified on such Note prior to the
relevant date for redemption. Unless otherwise specified on such Note, no Note
(or Redemption Notice) so deposited may be withdrawn without the prior consent
of the Bank and the Global Agent. In the case of a Fed Bookentry Note, if the
holder wishes to exercise such option, the holder must give notice thereof to
the Bank through the relevant Holding Institution. In the case of a Note which
is a Definitive Fed Registered Note, if the holder wishes to exercise such
option, the holder must surrender its Definitive Fed Registered Note to the
Fiscal Agent simultaneously with its duly completed notice of election to
redeem.
(g) CANCELLATION: All Notes so redeemed will be cancelled forthwith and may
not be resold or reissued. All Notes so purchased or acquired and any unmatured
Coupons attached to or purchased or acquired with such Notes may be cancelled or
may be reissued or resold.
7. PAYMENTS
(a) REGISTERED NOTES:
(i) Payments of Principal and Interest
Payments of principal and interest in respect of Registered Notes will
be made to the person shown on the Register at the close of business on the
fifteenth day before the due date for payment thereof (the
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"Record Date"). The Global Agent will make such payments (1) in respect of
payments denominated in a currency other than ECU, by transfer to an account
in such currency (in the case of a payment in yen to a non-resident of
Japan, a non-resident yen account) maintained by the payee with a bank (in
the case of a payment in yen to a non-resident of Japan an authorized
foreign exchange bank) in the Relevant Financial Center of such currency,
(2) in respect of payments denominated in ECU, subject to Condition 7(g), by
credit or transfer to an ECU account specified by the payee (and payments in
a component currency (if so determined in accordance with Condition 7(g))
will be made in the substitution currency (as defined in Condition 7(g)(ii))
by transfer to an account specified by the payee with a bank in the Relevant
Financial Center of the substitution currency) or (3) as may otherwise be
provided on such Notes, subject in each case to Condition 7(a)(iii).
Payments of principal will only be made against surrender of the relevant
Registered Note at the specified office of any Transfer Agent. Details of
the account to which a registered holder's payments will be transferred
should be notified to the specified office of the Global Agent before a
Record Date.
Payments of principal and interest in respect of Definitive Fed
Registered Notes are set out in Condition 7(b).
(ii) Payments by Check
A registered holder may elect to receive, at its option upon application
by such holder to the specified office of the Registrar or any Transfer
Agent before a Record Date, or if it fails to nominate an account to which
transfers may be made a holder will receive, its payments of principal or
interest by check drawn on the relevant bank provided for in Condition
7(a)(i). Payments by check will be mailed to the holder (or to the first
named of joint holders) of a Note at its address appearing in the Register
maintained by the Registrar.
(iii) Payment Initiation
Where payment is to be made by transfer to an account in the relevant
currency, payment instructions (for value on the due date, or if that is not
a Relevant Business Day, for value on the first following day which is a
Relevant Business Day) will be initiated, and, where payment is to be made
by check, the check will be mailed on the last day on which the Global Agent
is open for business preceding the due date for payment or, in the case of
any payment of principal where the relevant Registered Note has not yet been
surrendered at the specified office of any Transfer Agent, on a day on which
the Global Agent is open for business and on which the relevant Registered
Note is so surrendered.
(iv) Payments Through The Depository Trust Company
Registered Notes, if so specified on their face, will be issued in the
form of one or more certificates registered in the name of, or the name of a
nominee for, The Depository Trust Company ("DTC"). Payments of principal and
interest in respect of Registered Notes denominated in U.S. dollars will be
made in accordance with Conditions 7(a)(i), (ii) and (iii). Payments of
principal and interest in respect of Registered Notes denominated in a
currency other than U.S. dollars will be made by the Global Agent in the
relevant currency in accordance with the following provisions. The amounts
in such currency payable by the Global Agent or DTC with respect to
Registered Notes held through DTC will be received by the Exchange Agent who
will make payments in such currency by wire transfer of same day funds to
the designated account in such currency of DTC participants entitled to
receive the relevant payment who have made an irrevocable election at least
12 calendar days prior to the relevant payment date to receive that payment
in such currency. The Exchange Agent, after converting amounts in such
currency into U.S. dollars as necessary to make payments in U.S. dollars,
will deliver U.S. dollar amounts in same day funds to DTC for payment
through its settlement system to DTC participants entitled to receive the
relevant payment who have not elected to receive payments in such currency.
The Global Agency Agreement sets out the manner in which such conversions or
such elections are to be made.
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(v) Delay in Payment
Noteholders will not be entitled to any interest or other payment for
any delay after the due date in receiving the amount due if the due date is
not a Relevant Business Day, if the Noteholder is late in surrendering its
Registered Note (if required to do so), or if its Registered Note cannot be
surrendered to a Transfer Agent that is open for business on the day of such
surrender or if a check mailed in accordance with this Condition 7(a)
arrives after the due date for payment.
(b) FED BOOKENTRY NOTES AND DEFINITIVE FED REGISTERED NOTES:
(i) Payments of Principal and Interest
Payments of principal and interest on the Notes will be payable at a
designated office or agency of the Bank in New York City in U.S. dollars to
the holder on the Fed Bookentry Record Date (as defined below), provided
that, at the Bank's option, principal and interest in respect of Fed
Bookentry Notes may be paid by credit to a Federal Reserve Bank or branch
account of Holding Institutions holding such Fed Bookentry Notes. At the
Bank's option, interest on Definitive Fed Registered Notes and, upon
surrender of such Notes, principal thereof may be paid by check payable
through the Fiscal Agent and mailed to the holders thereof. The Federal
Reserve Bank of New York, 33 Liberty Street, New York, New York 10045, will
act as the Fiscal Agent for the Notes pursuant to the Fiscal Agency
Agreement. The "Fed Bookentry Record Date" for the purpose of payment of
interest or principal on the Fed Bookentry Notes or Definitive Fed
Registered Notes shall be as of the close of business at the Fiscal Agent on
(1) for holders of Fed Bookentry Notes, the day preceding the due date for
payment thereof and (2) for holders of Definitive Fed Registered Notes, the
tenth day preceding the due date for payment thereof. If any such day is not
a day on which the Fiscal Agent is open for business, the Fed Bookentry
Record Date shall be the next preceding day on which the Fiscal Agent is
open for business.
(ii) Delay in Payment
Noteholders will not be entitled to any interest or other payment for
any delay after the due date if any date for payment is not a day on which
the Fiscal Agent is open for business, and the Noteholder will not be
entitled to payment until the next following day on which the Fiscal Agent
is open for business.
(c) BEARER NOTES:
(i) Payments of Principal and Interest
Payments of principal and interest in respect of Bearer Notes will,
subject as mentioned below, be made against presentation and surrender of
the relevant Bearer Notes or Coupons, as the case may be, at the specified
office of any Paying Agent outside the United States and its possessions (1)
in respect of payments denominated in a currency other than U.S. dollars and
ECU, by a check in such currency drawn on, or, at the option of the holder,
by transfer to an account in such currency (in the case of a payment in yen
to a non-resident of Japan, a non-resident yen account) maintained by the
payee with a bank (in the case of a payment in yen to a non-resident of
Japan, an authorized foreign exchange bank) in the Relevant Financial Center
of such currency, (2) in respect of payments denominated in U.S. dollars,
subject to Condition 7(c)(ii), by a U.S. dollar check drawn on a bank in New
York City or, at the option of the holder, by transfer to a U.S. dollar
account maintained by the payee with a bank outside the United States, (3)
in respect of payments denominated in ECU, subject to Condition 7(g), by
credit or transfer to an ECU account specified by the payee (and payments in
a component currency (if so determined in accordance with Condition 7(g))
will be made in the substitution currency by a check drawn on, or, at the
option of the holder, by transfer to an account specified by the payee with,
a bank in the Relevant Financial Center of the substitution currency) or (4)
as may otherwise be provided on such Notes.
(ii) Payments in the United States
Notwithstanding the foregoing, payments in respect of Bearer Notes
denominated and payable in U.S. dollars may be made at the specified office
of any Paying Agent in New York City in the same
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manner as aforesaid if (1) the Bank shall have appointed Paying Agents with
specified offices outside the United States with the reasonable expectation
that such Paying Agents would be able to make payment of the amounts on the
Bearer Notes in the manner provided above when due, (2) payment in full of
such amounts at all such offices is illegal or effectively precluded by
exchange controls or other similar restrictions on payment or receipt of
such amounts and (3) such payment is then permitted by U.S. law. If, under
such circumstances, a Bearer Note is presented for payment of principal at
the specified office of any Paying Agent in the United States or its
territories in circumstances where interest (if any is payable against
presentation of the Bearer Note) is not to be paid there, the relevant
Paying Agent will annotate the Bearer Note with the record of the principal
paid and return it to the holder for the purpose of obtaining payment of
interest elsewhere.
(iii) Payments on Business Days
Subject as provided on the face of a Note, if any date for payment in
respect of any Bearer Note or Coupon comprising all or part of such issue is
not a day on which banks are open for business in the relevant place of
presentation and:
(1) in the case of a payment in a currency other than ECU, where
payment is to be made by transfer to an account maintained with a bank in
the relevant currency, a day on which dealings may be carried on in the
relevant currency in the Relevant Financial Center of such currency; or
(2) (a) in the case of payment in ECU, a day which is an ECU business
day (as defined below) or (b) in the case of payment in a substitution
currency by transfer to an account, a day on which banks and foreign
exchange markets are open for business in the Relevant Financial Center
of such substitution currency,
the holder shall not be entitled to payment until the next day following
such day nor to any interest or other sum in respect of such postponed
payment. "ECU business day" means any day other than a Saturday, a Sunday or
a day designated as a non-settlement day for ECU on the Reuters Screen ISDE
page on the Reuter Monitor Money Rates Service or a day so designated by the
ECU Banking Association if ECU Non-Settlement Days do not appear on that
page or, if no days are so designated, a day on which ECU interbank payments
cannot be settled.
If the due date for redemption or repayment of any Bearer Note is not a
due date for payment of interest, interest accrued from the preceding due
date for payment of interest or the Interest Commencement Date, as the case
may be, shall only be payable against presentation (and surrender if
appropriate) of the relevant Bearer Note. Interest accrued from the Maturity
Date on a Note the interest basis for which is specified on such Note as
being Zero Coupon shall be payable on repayment of such Note against
presentation thereof.
(d) PAYMENTS SUBJECT TO LAW: All payments are subject to any applicable
laws and regulations.
(e) APPOINTMENT OF AGENTS: The Paying Agents (if any), the Registrar (if
any), the Calculation Agent (if any) and the Transfer Agents (if any) initially
appointed by the Bank and their respective specified offices are listed below.
The Bank reserves the right at any time to vary the terms of or terminate the
appointment of any Paying Agent, the Registrar, the Calculation Agent or any
Transfer Agent, to appoint another Registrar or Calculation Agent and to appoint
additional or other Paying Agents or Transfer Agents, provided that the Bank
will at all times maintain (i) for Fed Bookentry Notes and Definitive Fed
Registered Notes, a Fiscal Agent, (ii) a Global Agent, (iii) for Registered
Notes, a Registrar and Transfer Agent in New York City and a Transfer Agent
having a specified office in a European City which, so long as the Notes are
listed on the Luxembourg Stock Exchange, will be Luxembourg, (iv) for Bearer
Notes, a Paying Agent having a specified office in a European City which, so
long as Notes are listed on the Luxembourg Stock Exchange, will be Luxembourg,
(v) a Paying Agent in the Federal Republic of Germany so long as Notes are
listed on the Frankfurt Stock Exchange and (vi) a Calculation Agent.
In addition, the Bank shall forthwith appoint a Paying Agent in New York
City in respect of any Bearer Notes denominated in U.S. dollars in the
circumstances described in Condition 7(c)(ii).
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Notice of any such change or any change of any specified office will
promptly be given to the Noteholders in accordance with Condition 13.
(f) UNMATURED COUPONS AND UNEXCHANGED TALONS:
(i) Notes the only interest basis for which is specified on such Notes
as being Fixed Interest Rate and which are Bearer Notes, other than Notes
which are specified to be Long Maturity Notes (being Notes whose Principal
Amount is less than the aggregate interest payable thereon on the relevant
dates for payment of interest under Condition 5(I)(a)), should be
surrendered for payment of principal together with all unmatured Coupons (if
any) appertaining thereto. An amount equal to the face value of any missing
unmatured Coupon (or, in the case of payment not being made in full, that
proportion of the amount of such missing unmatured Coupon which the sum of
principal so paid bears to the total principal due) will be deducted from
the principal due for payment. Any amount so deducted will be paid in the
manner mentioned above against surrender of such missing Coupon within a
period of ten years from the Relevant Date for the payment of such principal
(whether or not such Coupon has become void pursuant to Condition 8). If the
date for payment of principal is any date other than a date for payment of
interest, the accrued interest on such principal shall be paid only upon
presentation of the relevant Note.
(ii) Subject to the provisions specified on the relevant Note, upon the
due date for redemption of any Note the interest basis for which is
specified on such Note as being Variable Interest Rate at any time or any
Long Maturity Note which is a Bearer Note, unmatured Coupons relating to
such Note (whether or not attached) shall become void and no payment shall
be made in respect of such Coupons.
(iii) Upon the due date for redemption of any Note, any unexchanged
Talon relating to such Note (whether or not attached) shall become void and
no Coupon shall be delivered in respect of such Talon.
(iv) Where any Note the interest basis for which is specified on such
Note as being Variable Interest Rate at any time or any Long Maturity Note
which is a Bearer Note is presented for redemption without all unmatured
Coupons and any unexchanged Talon relating to it, and where any Bearer Note
is presented for redemption without any exchanged Talon relating to it,
redemption shall be made only against the provisions of such indemnity as
the Bank may require.
(g) ECU NOTES:
(i) Definition of ECU
Subject to the provisions of this Condition 7(g), the ECU for the
purpose of any Notes denominated in ECU is the same as the ECU that is from
time to time used as the unit of account of the European Communities ("EC").
Changes to the ECU may be made by the EC, in which event the ECU will change
accordingly.
(ii) Payments in a Component Currency
With respect to each due date for the payment of interest or the
repayment of principal on which the ECU is neither used as the unit of
account of the EC nor used as the currency of the European Union, the Global
Agent shall (after consultation with the Bank) choose a component currency
of the ECU from among the German mark, the Pound sterling, the French franc,
the Italian lire, the Dutch guilder, the Belgian franc and the Luxembourg
franc (the "substitution currency") in which all payments due on that due
date with respect to Notes and Coupons shall be made. Notice of the
substitution currency selected by the Global Agent shall, where practicable,
be published in accordance with Condition 13. The amount of each payment in
the substitution currency shall be computed on the basis of the equivalent
of the ECU in that currency, determined as set out in this Condition 7(g),
as of the fourth Relevant Business Day prior to the date on which such
payment is due.
(iii) Computation of Equivalents of the ECU
In the event that the ECU is used neither as the unit of account of the
EC nor used as the currency of the European Union, the equivalent of the ECU
in the relevant substitution currency as of any date
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(the "Valuation Date") shall be determined on the following basis by the
Global Agent. The component currencies of the ECU for this purpose (the
"Component Currencies") shall be the currency amounts which were component
currencies of the ECU when the ECU was most recently used as the unit of
account of the EC. The equivalent of the ECU in the substitution currency
shall be calculated by, first, aggregating the U.S. dollar equivalents of
the Component Currencies, and then, using the rate used for determining the
U.S. dollar equivalent of the Component Currency in the substitution
currency as set out below, calculating the equivalent in the substitution
currency of such aggregate amount in U.S. dollars.
The U.S. dollar equivalent of each of the Component Currencies shall be
determined by the Global Agent on the basis of the middle spot delivery
quotations prevailing at 2:30 p.m. (Luxembourg time) on the Valuation Date,
as obtained by the Global Agent from one or more leading banks selected by
the Global Agent in the country of issue of the component currency in
question.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of that currency as a
Component Currency shall be divided or multiplied in the same proportion. If
two or more Component Currencies are consolidated into a single currency,
the amounts of those currencies as Component Currencies shall be replaced by
an amount in such single currency equal to the sum of the amounts of the
consolidated Component Currencies expressed in such single currency. If any
Component Currency is divided into two or more currencies, the amount of
that currency as a Component Currency shall be replaced by amounts of such
two or more currencies, each of which shall be equal to the amount of the
former Component Currency divided by the number of currencies into which
that currency was divided.
If no direct quotations are available for a Component Currency as of a
Valuation Date from any of the banks selected by the Global Agent for this
purpose because foreign exchange markets are closed in the country of issue
of that currency or for any other reason, the most recent direct quotations
for that currency obtained by the Global Agent shall be used in computing
the equivalents of the ECU on such Valuation Date, provided, however, that
such most recent quotations may be used only if they were prevailing in the
country of issue not more than two days on which banks and foreign exchange
markets are open for business before such Valuation Date. Beyond such period
of two business days, the Global Agent shall determine the U.S. dollar
equivalent of such Component Currency on the basis of cross rates derived
from the middle spot delivery quotations for such Component Currency and for
the U.S. dollar prevailing at 2:30 p.m. (Luxembourg time) on such Valuation
Date, as obtained by the Global Agent from one or more leading banks
selected by it in a country other than the country of issue of such
Component Currency. Within such period of two business days, the Global
Agent shall determine the U.S. dollar equivalent of such Component Currency
on the basis of such cross rates if the Global Agent determines that the
equivalent so calculated is more representative than the U.S. dollar
equivalent calculated on the basis of such most recent direct quotations.
Unless otherwise specified by the Global Agent, if there is more than one
market for dealing in any Component Currency by reason of foreign exchange
regulations, or for any other reason, the market to be referred to in
respect of such currency shall be that upon which a non-resident issuer of
securities denominated in such currency would purchase such currency in
order to make payments in respect of such securities.
All determinations made by the Global Agent shall be at its sole
discretion and shall, in the absence of manifest error, be conclusive for
all purposes and binding on the Bank and all Noteholders and Couponholders.
(h) TALONS: On or after the Fixed Rate Interest Payment Date or, as the
case may be, the Interest Payment Date for the final Coupon forming part of a
Coupon sheet issued in respect of any Note, the Talon forming part of such
Coupon sheet may be surrendered at the specified office of the Global Agent in
exchange for a further Coupon sheet (but excluding any Coupons which may have
become void pursuant to Condition 8).
(i) CURRENCY OF PAYMENT: All payments in respect of this Note shall be made
in the Specified Currency or, in the case of a Note the interest basis of which
is specified on such Note as being Variable Interest Rate
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and a Note which has a Variable Redemption Amount, the Specified Interest
Payment Currency and/or the Specified Principal Payment Currency specified on
such Note (subject, where the currency so specified is ECU, to the provisions of
Condition 7(g)). If at the time that any payment in respect of this Note is due
the Specified Currency is no longer used by the government of the country
issuing such currency for the payment of public and private debts, then the Bank
shall be entitled to make such payment in such other currency as at the time of
such payment is legal tender for the payment of such debts in such country;
provided however that if the Specified Currency is ECU, the provisions of
Condition 7(g) shall apply. In addition, if any payment in respect of this Note
is payable in a Specified Currency other than U.S. dollars that is no longer
used by the government of the country issuing such currency for the payment of
public and private debts or used for settlement of transactions by public
institutions in such country or within the international banking community, or
in a Specified Currency that is not expected to be available, when any payment
on this Note is due as a result of circumstances beyond the control of the Bank,
the Bank shall be entitled to satisfy its obligations in respect of such payment
by making such payment in U.S. dollars on the basis of the noon buying rate in
U.S. dollars in the City of New York for cable transfers for such Specified
Currency as published by the Federal Reserve Bank of New York on the second
Business Day prior to such payment or, if such rate is not available on such
second Business Day, on the basis of the rate most recently available prior to
such second Business Day. Any payment made under such circumstances in such
other currency or U.S. dollars, will constitute valid payment, and will not
constitute a default in respect of this Note. For the purpose of this Condition
7(i), "Business Day" means a day on which the Federal Reserve Bank of New York
is open for business in New York City.
8. PRESCRIPTION
Other than for Notes and Coupons governed by the laws of the State of New
York, claims against the Bank for payment in respect of Notes and Coupons
(which, for this purpose shall not include Talons) shall be prescribed and
become void unless made within the number of years from the appropriate Relevant
Date in respect thereof, as specified on such Notes. In these Conditions,
"Relevant Date" means, in respect of any Note or Coupon, the date on which
payment in respect thereof first becomes due or (if the full amount payable has
not been received by the Global Agent or the Fiscal Agent, as the case may be,
on or prior to such due date) the date on which notice is duly given to the
Noteholders in accordance with Condition 13 that such amount has been so
received and is available for payment.
9. DEFAULT
If the Bank shall default in the payment of the principal of, or interest
on, or in the performance of any covenant in respect of a purchase fund or
sinking fund in, any bonds, notes (including the Notes), or similar obligations
which have been issued, assumed or guaranteed by the Bank, and such default
shall continue for a period of 90 days, then at any time thereafter and during
the continuance of such default any Noteholder may deliver or cause to be
delivered to the Bank at its principal office in Washington, District of
Columbia, United States of America, written notice that such Noteholder elects
to declare all Notes held by it (the serial or other identifying numbers and
denominations of which shall be set forth in such notice) to be due and payable,
and on the thirtieth day after such notice shall be so delivered to the Bank the
Notes shall become due and payable at their Early Redemption Amount specified on
such Notes, unless prior to that time all such defaults previously existing
shall have been cured.
10. REPLACEMENT OF NOTES, COUPONS AND TALONS
If any Registered Note, Definitive Fed Registered Note, Bearer Note, Coupon
or Talon is lost, stolen, mutilated, defaced or destroyed it may be replaced at
the specified office of the Transfer Agent in New York City (in the case of
Registered Notes), the Fiscal Agent in New York City (in the case of Definitive
Fed Registered Notes) or the Global Agent in London (in the case of Bearer Notes
and Coupons) subject to stock exchange requirements, upon payment by the
claimant of such costs as may be incurred in connection with such replacement
and on such terms as to evidence, security, indemnity and otherwise as the Bank
may require. Mutilated or defaced Registered Notes, Definitive Fed Registered
Notes, Bearer Notes, Coupons or Talons must be surrendered before replacements
will be issued.
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11. FURTHER ISSUES
The Bank may from time to time without the consent of the Noteholders issue
further notes so as to form a single issue with outstanding Notes.
12. AGENTS
In acting under the Global Agency Agreement and the Fiscal Agency Agreement,
the Agents act solely as agents of the Bank and do not assume any obligation or
relationship of agency or trust for or with any holder.
13. NOTICES
Notices to holders of Registered Notes will be mailed to them at their
respective addresses in the Register. Notices to a holder of Definitive Fed
Registered Notes will be mailed to the holder's last shown address on the Fiscal
Agent's records.
All notices regarding the Notes shall be published (i) in a leading daily
newspaper in the English language and of general circulation in New York, (ii)
in a leading daily newspaper in the English language and of general circulation
in London, (iii) so long as Notes are listed on the Luxembourg Stock Exchange,
in a leading daily newspaper in either the French or German language and of
general circulation in Luxembourg, (iv) so long as Notes are listed on the
Frankfurt Stock Exchange, in the Federal Gazette (BUNDESANZEIGER) and in one
mandatory newspaper designated by the Frankfurt Stock Exchange, and (v) so long
as Notes are listed on the Paris Stock Exchange, in a leading daily newspaper in
the French language and of general circulation in France. It is expected that
such notices will normally be published in THE WALL STREET JOURNAL in New York,
the FINANCIAL TIMES in London, the LUXEMBURGER WORT in Luxembourg, the
BORSEN-ZEITUNG in Frankfurt and either LA TRIBUNE DESFOSSES or LES ECHOS in
France. Any such notice shall be deemed to have been given on the later of the
date of such publication and fourth weekday (being a day other than a Saturday
or a Sunday) after the date of mailing. Notices, will, if published more than
once or on different dates, be deemed to have been given on the date of the
first publication in such newspapers as provided above.
Couponholders shall be deemed for all purposes to have notice of the
contents of any notice to the holders of Bearer Notes in accordance with this
Condition 13.
14. GOVERNING LAW, JURISDICTION AND SERVICE OF PROCESS
(a) GOVERNING LAW: The Notes, the Coupons and the Talons are governed by,
and shall be construed in accordance with, the laws of the State of New York,
English law or the laws of the Federal Republic of Germany, or such other
governing law, as specified on such Notes.
(b) JURISDICTION AND SERVICE OF PROCESS: In relation to any legal action
or proceedings in the courts of England arising out of or in connection with the
Notes, the Coupons and the Talons, the Bank irrevocably submits to the
non-exclusive jurisdiction of the courts of England. The Bank hereby irrevocably
agrees that service of process in England in any proceedings in England shall be
validly completed after delivery thereof to the office of the Bank in London. If
the Bank no longer maintains an office in London while any of the Notes remain
outstanding, the Bank agrees to appoint forthwith another process agent for
these purposes. In relation to any legal action or proceedings in the courts of
the Federal Republic of Germany arising out of or in connection with the Notes,
the Coupons and the Talons, the Bank irrevocably submits to the non-exclusive
jurisdiction of the courts in Frankfurt am Main. The Bank hereby irrevocably
agrees that service of process in the Federal Republic of Germany in relation to
any proceedings in the Federal Republic of Germany shall be validly completed
after delivery thereof to the person and at the address specified on the
relevant Note or any successor process agent appointed by the Bank.
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CLEARANCE AND SETTLEMENT
INTRODUCTION
The Program has been designed so that Notes may be held through one or more
international and domestic clearing systems, principally, the bookentry systems
operated by the Federal Reserve and DTC in the United States, Euroclear and
Cedel Bank in Europe and DKV in the Federal Republic of Germany. Electronic
securities and payment transfer, processing, depositary and custodial links have
been established among these systems and others, either directly or indirectly
through custodians and depositaries, which enable Notes to be issued, held and
transferred among the clearing systems across these links. Special procedures
have been established among these clearing systems and the Global Agent to
facilitate clearance and settlement of certain Notes traded across borders in
the secondary market. Cross-market transfers of Notes denominated in certain
currencies and issued in global form (as described below) may be cleared and
settled using these procedures on a delivery against payment basis. Cross-market
transfers of Notes in other than global form may be cleared and settled in
accordance with other procedures established among the Global Agent and the
clearing systems concerned for this purpose.
The relationship between the Bank and the holder of a Registered Note, a Fed
Bookentry Note, a Definitive Fed Registered Note or a Bearer Note is governed by
the terms and conditions of that Note. The holder of a Registered Note, other
than a Definitive Registered Note or a Definitive Fed Registered Note, and the
holder of a Bearer Note, other than a Definitive Bearer Note which is not
deposited with a clearing system, will be one or more clearing systems. The
beneficial interests in Notes held by a clearing system will be in bookentry
form in the relevant clearing system. Each clearing system has its own separate
operating procedures and arrangements with participants or accountholders which
govern the relationship between them and the relevant clearing system and to
which the Bank is not and will not be a party. The Bank will not impose fees
payable by any holder with respect to any Notes held by one or more clearing
systems; however, holders of beneficial interests in Notes may incur fees
payable in respect of the maintenance and operation of the bookentry accounts in
which Notes are held.
The Federal Reserve Bank of New York is the fiscal and paying agent for U.S.
dollar denominated Notes issued in the United States and held through the
bookentry system operated by the Federal Reserve Banks. Morgan Guaranty Trust
Company of New York, London office, is the Global Agent for Notes issued in the
United States and held through DTC and for Notes held through Euroclear, Cedel
Bank, DKV and such other clearing systems as may be specified in the applicable
Pricing Supplement.
THE GLOBAL AGENT
Morgan Guaranty Trust Company of New York, a wholly owned subsidiary of the
global financial firm, J.P. Morgan & Co. Incorporated, provides banking
services, foreign exchange and custody services world-wide. Morgan Guaranty
Trust Company of New York, London office ("MGT London"), will act as the Global
Agent for Notes issued under the Program (except for U.S. dollar denominated
Notes issued through the Federal Reserve Bank of New York). MGT London has
direct custodial and depositary linkages with DTC, Euroclear (which is operated
by Morgan Guaranty Trust Company of New York, Brussels office) and Cedel Bank to
facilitate issue, transfer and custody of Notes in these clearing systems. As
necessary (and as more fully described below), MGT London will act as Registrar,
Transfer Agent, Exchange Agent and Paying Agent and, from time to time,
Calculation Agent for the Notes as may be specified in the applicable Pricing
Supplement.
THE CLEARING SYSTEMS
FEDERAL RESERVE BOOKENTRY SYSTEM
The Federal Reserve Banks operate the Federal bookentry system which
provides bookentry holding and settlement for all U.S. dollar denominated
securities issued by the U.S. Government, certain of its agencies and
international organizations (including the Bank) in which the United States is a
member. The system enables specified depositaries and other institutions with an
appropriate account with a Federal Reserve Bank or Branch ("Holding
Institutions") to hold, make payments and transfer securities and funds through
the Federal Reserve Bank's Fedwire electronic funds transfer system.
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DTC
DTC is a limited-purpose trust company organized under the laws of the State
of New York, and is a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
U.S. Securities Exchange Act of 1934. DTC holds securities for DTC participants
and facilitates the clearance and settlement of transactions between DTC
participants through electronic bookentry changes in accounts of DTC
participants.
DKV
DKV is incorporated under the laws of the Federal Republic of Germany and
acts as a specialized depositary and clearing organization. DKV is subject to
regulation and supervision by the BUNDESDUFSICHTSAMT FUR DAS KREDITWESEN (the
German banking supervisory authority). DKV holds securities for its participants
and facilitates the clearance and settlement of securities transactions between
its accountholders through electronic bookentry changes in securities accounts
with simultaneous payment in Deutsche mark in same-day funds.
EUROCLEAR
Euroclear was created in 1968 and is operated by Morgan Guaranty Trust
Company of New York, Brussels office. Euroclear holds securities for
participating organizations and facilitates multicurrency clearance and
settlement of securities transactions between its and Cedel's accountholders
through electronic bookentry changes in accounts of its accountholders.
CEDEL BANK
Cedel Bank is incorporated under the laws of Luxembourg as a professional
depositary. Cedel Bank holds securities for its participating organizations and
facilitates multicurrency clearance and settlement of securities transactions
between its and Euroclear's accountholders through electronic bookentry changes
in accounts of its accountholders.
OTHER CLEARING SYSTEMS
Any other clearing system which the Bank, the Global Agent and any Dealer
agree shall be available for a particular issue of Notes will be described in
the applicable Pricing Supplement, together with the clearance and settlement
procedures for such clearing system.
CLEARANCE AND SETTLEMENT PROCEDURES -- PRIMARY DISTRIBUTION
INTRODUCTION
Distribution of Notes will be through one or more of the clearing systems
described above or any other clearing system specified in the applicable Pricing
Supplement. Payment for Notes will be on a delivery versus payment or free
delivery basis, as more fully described in the applicable Pricing Supplement.
REGISTERED NOTES AND FED BOOKENTRY NOTES
The Bank and the relevant Dealer(s) shall agree that either global clearance
and settlement procedures or specific clearance and settlement procedures should
be available for any issue of Notes, as specified in the applicable Pricing
Supplement. Clearance and settlement procedures may vary according to the
Specified Currency of issue. The customary clearance and settlement procedures
are described under the specific clearance and settlement procedures below.
Application will be made to the relevant clearing system(s) for the Notes of the
relevant issue to be accepted for clearance and settlement and the applicable
clearance numbers will be specified in the applicable Pricing Supplement.
Unless otherwise agreed between the Bank and the Global Agent, Morgan
Guaranty Trust Company of New York, acting through its relevant office, will act
as the custodian or depositary for all Notes in global form (other than Notes
cleared through DKV).
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(i) Global Clearance and Settlement -- Specified Currencies
Global clearance and settlement of Notes denominated in certain Specified
Currencies will take place through those clearing systems specified in the
applicable Pricing Supplement. The procedures are expected to follow those which
relevant clearing systems have established to clear and settle single global
issues in the Specified Currency and will be set out in the applicable Pricing
Supplement.
(ii) Specific Clearance and Settlement -- Federal Reserve Bank of New York
The Federal Reserve Bank of New York will take delivery of and hold Fed
Bookentry Notes as record owner and custodian for other Federal Reserve Banks
and for Holding Institutions located in the Second Federal Reserve District.
Holding Institutions located in other Federal Reserve Districts can hold Fed
Bookentry Notes through their respective Federal Reserve Banks or Branches.
The aggregate holdings of Fed Bookentry Notes of each Holding Institution
will be reflected in the bookentry account of such Holding Institution with its
Federal Reserve Bank or Branch. The Notes may be held of record only by Holding
Institutions, which are entities eligible to maintain bookentry accounts with
the Federal Reserve Banks. A Holding Institution may not be the beneficial
holder of a Note. Beneficial holders will ordinarily hold the Notes through one
or more financial intermediaries, such as banks, brokerage firms and securities
clearing organizations. Each Holding Institution, and each other intermediate
holder in the chain to the ultimate beneficial holder, will have the
responsibility of establishing and maintaining accounts for its customers having
interests in Fed Bookentry Notes.
Federal Reserve Banks will be responsible only for maintaining the bookentry
accounts of Holding Institutions, effecting transfers on their books and
ensuring that payments from the Bank, through the Federal Reserve Bank of New
York, are credited to appropriate Holding Institutions. With respect to Fed
Bookentry Notes, Federal Reserve Banks will act only on the instructions of
Holding Institutions for which they maintain such Fed Bookentry Notes. The
Federal Reserve Banks will not record pledges of Fed Bookentry Notes.
(iii) Specific Clearance and Settlement -- DTC
Registered Notes which are to be cleared and settled through DTC will be
represented by a DTC Global Note. DTC participants acting on behalf of investors
holding Registered Notes through DTC will follow the delivery practices
applicable to DTC's Same-Day Funds Settlement System. Registered Notes will be
credited to DTC participants' securities accounts following confirmation of
receipt of payment to the Bank on the relevant Issue Date.
(iv) Specific Clearance and Settlement -- Euroclear and Cedel Bank
Registered Notes which are to be cleared and settled through Euroclear and
Cedel Bank will be represented by one or more Registered Global Notes registered
in the name of a nominee of the Euroclear and Cedel Bank depositaries. Investors
holding Registered Notes through Euroclear and Cedel Bank will follow the
settlement procedures applicable to conventional eurobonds. Registered Notes
will be credited to Euroclear and Cedel Bank participants' securities clearance
accounts either on the Issue Date or on the settlement day following the
relevant Issue Date against payment in same day funds (for value the relevant
Issue Date).
(v) Specific Clearance and Settlement -- DKV
Notes which are to be cleared and settled through DKV will be represented by
a Note in global bearer form (a "DKV Global Note"). Settlement procedures
applicable to the domestic Deutsche mark market will be followed by DKV. Notes
will be credited to DKV participant securities accounts on the relevant Issue
Date against payment in Deutsche mark in same day funds.
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BEARER NOTES
The Bank will make applications to Euroclear and Cedel Bank for acceptance
in their respective bookentry systems, in respect of any issue of Bearer Notes.
Customary clearance and settlement procedures for each such clearing system
applicable to bearer eurobonds in the Specified Currency will be followed,
unless otherwise specified in the applicable Pricing Supplement.
CLEARANCE AND SETTLEMENT PROCEDURES -- SECONDARY MARKET TRANSFERS
TRANSFERS OF REGISTERED NOTES
Transfers of interests in a Note in global form within the various clearing
systems which may be clearing and settling interests therein will be made in
accordance with the usual rules and operating procedures of the relevant
clearing system applicable to the Specified Currency and the nature of the
transfer. Further details concerning such rules and procedures may be set forth
in the applicable Pricing Supplement.
For issues that are cleared and settled through both DTC and another
clearing system, because of time zone differences, in some cases the securities
account of an investor in one clearing system may be credited during the
settlement processing day immediately following the settlement date of the other
clearing system and, the cash account will be credited for value on the
settlement date but may be available only as of the day immediately following
such settlement date.
The laws of some states in the United States require that certain persons
take physical delivery in definitive form of securities. Consequently, the
ability to transfer interests in a DTC Global Note to such persons may be
limited. Because DTC can only act on behalf of participants, who in turn act on
behalf of indirect participants, the ability of a person having an interest in a
DTC Global Note to pledge such interest to persons or entities that do not
participate in DTC, or otherwise take actions in respect of such interest, may
be affected by the lack of a definitive security in respect of such interest.
TRANSFERS OF FED BOOKENTRY NOTES AND DEFINITIVE FED REGISTERED NOTES
Transfers of Fed Bookentry Notes between Holding Institutions can be made
through the Federal Reserve Communications System. Transfers of Definitive Fed
Registered Notes can be made through the Fiscal Agent in compliance with its
customary procedures for such transfers.
TRANSFERS OF BEARER NOTES
Transfers of interests in a Temporary Global Note or a Permanent Global Note
and of Definitive Bearer Notes held by a clearing system will be made in
accordance with the normal euromarket debt securities operating procedures of
the relevant clearing system.
GENERAL
Although DTC, DKV, Euroclear and Cedel Bank have established procedures to
facilitate transfers of beneficial interests in Notes in global form among
participants and accountholders of DTC, DKV, Euroclear and Cedel Bank, they are
under no obligation to perform or continue to perform such procedures, and such
procedures may be discontinued at any time. None of the Bank, the Global Agent
or any other Agent will have any responsibility for the performance by DTC, DKV,
Euroclear and Cedel Bank or their respective direct or indirect participants or
accountholders of their respective obligations under the rules and procedures
governing their operations.
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TAX MATTERS
The following is a summary of the provisions of the Articles concerning
taxation of the Notes and of certain anticipated United States federal income,
withholding and estate tax consequences resulting from the ownership of the
Notes. This summary does not cover all of the possible tax consequences relating
to the ownership of the Notes and the receipt of interest thereon, and it is not
intended as tax advice to any person. It addresses only holders who are initial
purchasers of the Notes and hold the Notes as capital assets, and does not
address special classes of holders, such as dealers in securities or currencies,
banks, tax-exempt entities, life insurance companies, persons holding Notes as a
hedge or hedged against interest rate or currency risks or as part of a
straddle, or holders whose functional currency is not the U.S. dollar. This
summary is based upon the United States federal income, withholding and estate
tax laws as currently in effect and as currently interpreted and does not
include any description of the tax laws of any state, local or foreign
government that may apply.
PROSPECTIVE PURCHASERS OF NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS
CONCERNING THE APPLICATION OF THE UNITED STATES FEDERAL INCOME, WITHHOLDING AND
ESTATE TAX LAWS, AS WELL AS THE POSSIBLE APPLICATION OF THE TAX LAWS OF ANY
OTHER JURISDICTION, TO THEIR PARTICULAR SITUATION.
A discussion of special anticipated United States federal income,
withholding and estate tax consequences associated with a particular issue of
Notes will be included in the applicable Pricing Supplement. Prospective
purchasers of Notes issued at a discount, Notes issued at a premium, Notes with
a maturity of one year or less, Notes with variable maturities or interest
payment dates or Notes providing for principal or interest payments that are
variable or contingent for United States federal income tax purposes should
consult the applicable Pricing Supplement for any special United States federal
income, withholding and estate tax considerations with respect to such Notes.
TAXATION OF THE NOTES IN GENERAL
The Notes and the interest thereon generally will be subject to taxation,
including United States federal income taxation. Under the Articles, however,
the Notes and the interest thereon are not subject to any tax by a member
country of the Bank (i) which tax discriminates against the Notes solely because
they were issued by the Bank, or (ii) if the sole jurisdictional basis for the
tax is the place or currency in which the Notes are issued, made payable or
paid, or the location of any office or place of business maintained by the Bank.
The imposition of United States federal income tax in the manner described
herein is not inconsistent with the Articles.
UNITED STATES FEDERAL INCOME TAXATION
TREATMENT OF QUALIFIED STATED INTEREST
Under the Internal Revenue Code of 1986, as amended (the "Code"), a holder
of a Note who or which is (i) a United States citizen or resident alien
individual, (ii) a United States domestic corporation or (iii) otherwise subject
to United States federal income taxation on a net income basis in respect of a
Note (a "U.S. Holder") will be taxable on the qualified stated interest accrued
or received on such Note in accordance with such U.S. Holder's method of
accounting for United States federal income tax purposes. Qualified stated
interest is interest that is payable at a single fixed rate at least annually.
Notes bearing interest other than qualified stated interest and Notes issued at
a discount may be subject to the original issuer discount provisions of the
Code.
If an interest payment is denominated in or determined by reference to a
currency other than the U.S. dollar (a "foreign currency"), the amount of income
recognized by a cash basis U.S. Holder will be the U.S. dollar value of the
interest payment, based on the exchange rate in effect on the date of receipt,
regardless of whether the payment is in fact converted into U.S. dollars.
Accrual basis U.S. Holders may determine the amount of income recognized with
respect to such interest payments in accordance with either of two methods, in
either case regardless of whether the payments are in fact converted into U.S.
dollars. Under the first method, the amount of income recognized will be based
on the average exchange rate in effect during the interest accrual period (or,
with respect to an accrual period that spans two taxable years, the partial
period within the taxable year).
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Under the second method, an accrual basis U.S. Holder may elect to translate
interest income into U.S. dollars at the exchange rate in effect on the last day
of the accrual period (or, in the case of an accrual period that spans two
taxable years, at the exchange rate in effect on the last day of the partial
period within the taxable year). Additionally, if a payment of interest is
actually received within five business days of the last day of the accrual
period or taxable year, an electing accrual basis U.S. Holder may instead
translate such accrued interest into U.S. dollars at the exchange rate in effect
on the day of actual receipt. Any election to use the second method will apply
to all debt instruments held by the U.S. Holder at the beginning of the first
taxable year to which the election applies or thereafter acquired by such U.S.
Holder, and will be irrevocable without the consent of the Service.
Upon receipt of an interest payment (including a payment attributable to
accrued but unpaid interest upon the sale or retirement of a Note) denominated
in, or determined by reference to, a foreign currency, an accrual basis U.S.
Holder will recognize ordinary income or loss measured by the difference between
(x) the average exchange rate used to accrue interest income, or the exchange
rate as determined under the second method described above if the U.S. Holder
elects that method, and (y) the exchange rate in effect on the date of receipt,
regardless of whether the payment is in fact converted into U.S. dollars.
The United States Treasury Department has issued to the Bank rulings dated
May 4, 1988 and May 5, 1989 (the "Rulings") regarding certain United States
federal tax consequences of the receipt of interest on securities issued by the
Bank. The Rulings provide that interest paid by the Bank on such securities,
including payments attributable to accrued original issue discount, constitutes
income from sources without the United States.
Because, under the Rulings, interest paid by the Bank is treated as income
from sources without the United States, interest paid by the Bank would
ordinarily not be subject to United States federal income tax, including
withholding tax, if paid to a nonresident alien individual (or foreign
partnership, estate or trust) or to a foreign corporation, whether or not such
person is engaged in trade or business in the United States. However, absent any
special statutory or treaty exception, such interest would be subject to United
States federal income tax in the following cases: (a) such interest is derived
by such person in the active conduct of a banking, financing or similar business
within the United States or is received by a corporation the principal business
of which is trading in stock or securities for its own account, and in either
case such interest is attributable to an office or other fixed place of business
of such person within the United States or (b) such person is a foreign
corporation taxable as an insurance company carrying on a United States
insurance business and such interest is attributable to its United States
business.
PURCHASE, SALE AND RETIREMENT OF THE NOTES
A U.S. Holder's initial tax basis in a Note will generally be its U.S.
dollar cost. The U.S. dollar cost of Notes purchased with foreign currency will
generally be the U.S. dollar value of the purchase price on the date of purchase
or, in the case of Notes traded on an established securities market (within the
meaning of Treasury Regulation Section 1.988-2(a)(2)(iv)) purchased by a cash
basis U.S. Holder (or an electing accrual basis U.S. Holder), on the settlement
date for the purchase. A U.S. Holder's initial tax basis in a Note may be
adjusted in certain circumstances, such as, in the case an accrual basis U.S.
Holder, the accrual of interest income.
A U.S. Holder generally will recognize gain or loss on the sale or
retirement of a Note equal to the difference between the amount realized on the
sale or retirement and the adjusted tax basis of the Note. The amount realized
on a sale or retirement for an amount in a foreign currency will be the U.S.
dollar value of such amount on the date of sale or retirement or, in the case of
Notes traded on an established securities market (within the meaning of Treasury
Regulation Section 1.988-2(a)(2)(iv)) sold by a cash basis U.S. Holder (or an
electing accrual basis U.S. Holder), on the settlement date for the sale. Except
to the extent described in the next succeeding paragraph or attributable to
accrued but unpaid interest, gain or loss recognized on the sale or retirement
of a Note will be capital gain or loss and will be long-term capital gain or
loss if the Note was held for more than one year.
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Gain or loss recognized by a U.S. Holder on the sale or retirement of a Note
that is attributable to changes in exchange rates will be treated as ordinary
income or loss. However, exchange gain or loss is taken into account only to the
extent of total gain or loss realized on the transaction.
A United States person generally will not be entitled to deduct any loss
sustained on the sale or other disposition (including the receipt of principal)
of Bearer Notes (other than Bearer Notes having a maturity of one year or less
from the date of issue) and must treat as ordinary income any gain realized on
the sale or other disposition (including the receipt of principal) of Bearer
Notes (other than Bearer Notes having a maturity of one year or less from the
date of issue).
Nonresident alien individuals, foreign corporations, foreign partnerships,
and foreign estates and trusts generally will not be taxable on gain or loss on
the sale or exchange of a Note unless ownership of the Note is effectively
connected with the conduct of a trade or business in the United States or, in
the case of a nonresident alien individual, such individual is present in the
United States for 183 or more days in the taxable year of the sale or exchange
and certain other conditions are met.
EXCHANGE OF AMOUNTS IN FOREIGN CURRENCY
Foreign currency received as interest on a Note or on the sale or retirement
of a Note will have a tax basis equal to its U.S. dollar value at the time such
interest is received or at the time of such sale or retirement. Foreign currency
that is purchased will generally have a tax basis equal to the U.S. dollar value
of such foreign currency on the date of purchase. Any gain or loss recognized on
a sale or other disposition of a foreign currency (including its use to purchase
Notes or upon exchange for U.S dollars) will be ordinary income or loss.
UNITED STATES FEDERAL WITHHOLDING TAX
Under the Articles, the Bank is not under any obligation to withhold or pay
any tax imposed by any member on the interest on the Notes. The Rulings confirm
that neither the Bank nor an agent appointed by it as principal for the purpose
of paying interest on securities issued by the Bank is required to withhold tax
on interest paid by the Bank. Payments of interest and accrued original issue
discount on the Notes will therefore be made to the Global Agent without
deduction in respect of any such tax.
UNITED STATES FEDERAL ESTATE TAX
In the case of United States federal estate tax, the Rulings determined
that, unless an applicable death tax convention with a foreign country provides
otherwise, securities of the Bank are deemed to be situated without the United
States for purposes of the United States federal estate tax and are not
includible in the value of the gross estate for purposes of such tax in the case
of the estate of a nonresident of the United States who is not a citizen of the
United States.
UNITED STATES INFORMATION REPORTING AND BACKUP WITHHOLDING
The Bank is not subject to the reporting requirements that generally are
imposed by United States law with respect to certain payments of interest or
principal on debt obligations, nor is it subject to backup withholding
obligations imposed, in certain circumstances, by United States law with respect
to such payments. While temporary regulations issued by the Service confirm that
the backup withholding requirements do not apply to any paying agent of the Bank
with respect to the Notes, the Fiscal Agent and the Global Agent may file
information returns with the Service with respect to payments on the Notes made
within the Unites States to certain non-corporate United States persons as if
such returns were required. Under the bookentry system as operated by the
Federal Reserve Bank of New York, no such information returns will be filed by
the Fiscal Agent with respect to Fed Bookentry Notes.
Brokers, trustees, custodians and other intermediaries within the United
States are subject to reporting and backup withholding requirements with respect
to certain payments on the Notes received by them for the account of certain
non-corporate United States persons, and foreign persons receiving payments on
the Notes within the United States may be required by such intermediaries to
establish their status in order to avoid information reporting and backup
withholding by such intermediaries in respect of such payments.
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CURRENCY CONVERSIONS
PAYMENTS FOR NOTES
Investors will be required to pay for Notes in the Specified Currency. Each
Dealer may, under certain terms and conditions, arrange for the conversion of
the Investor's Currency into the Specified Currency to enable investors whose
financial activities are denominated principally in the Investor's Currency to
pay for the Notes in the Specified Currency. Each such conversion will be made
by such Dealer on such terms and subject to such conditions, limitations and
charges as such Dealer may from time to time establish in accordance with its
regular foreign exchange practices, and subject to any applicable laws and
regulations. All costs of conversion will be borne by such investors of the
Notes.
PAYMENTS ON NOTES
Payments in respect of such Notes will be made in the Specified Currency,
Specified Principal Payment Currency or Specified Interest Payment Currency
(each, the "Specified Payment Currency") as specified in the applicable Pricing
Supplement. Currently, there are limited facilities in the United States for the
conversion of U.S. dollars into foreign currencies and vice versa. In addition,
most banks in the United States do not currently offer non-U.S. dollar
denominated checking or savings account facilities in the United States.
Accordingly, unless otherwise specified in the applicable Pricing Supplement,
payments in respect of Notes in a Specified Currency other than U.S. dollars
will be made to an account outside the United States.
Noteholders holding interests in a DTC Global Note denominated in a
Specified Currency other than U.S. dollars through DTC ("DTC Noteholders") will
receive such payments in U.S. dollars, unless they elect to receive payments in
the Specified Payment Currency. Except as provided below, in the event that a
DTC Noteholder shall not have made such election, where the Specified Payment
Currency is not U.S. dollars, payments to such DTC Noteholder will be converted
to U.S. dollars by the Exchange Agent; PROVIDED, HOWEVER, that Euroclear and
Cedel Bank (in their capacity as DTC Noteholders and as participants in DTC) and
any investors who hold beneficial interests in a DTC Global Note directly or
indirectly through Euroclear or Cedel Bank (i) shall receive all payments in
such Specified Payment Currency without making any such election and (ii) may
not elect to receive payments in other than such Specified Payment Currency. The
U.S. dollar amount in respect of any payment received by a DTC Noteholder not
electing (subject to the provision in the preceding sentence) payment in the
Specified Payment Currency will be based on the Exchange Agent's bid quotation,
at or prior to 11:00 a.m., London time, on the second day on which banks are
open for business in London and New York City preceding the applicable payment
date, for the purchase of U.S. dollars with the Specified Payment Currency for
settlement on such payment date of the aggregate amount of the Specified Payment
Currency payable to all DTC Noteholders receiving U.S. dollar payments. If such
bid quotation is not available, the Exchange Agent will obtain a bid quotation
from a leading foreign exchange bank in London or New York City selected by the
Exchange Agent for such purchase. If no such bids are available, payment of the
aggregate amount due to all DTC Noteholders on the payment date will be made in
the Specified Payment Currency. All costs of any such conversion into U.S.
dollars will be borne by the relevant DTC Noteholder by deduction from such
payments.
A DTC Noteholder may elect to receive payment of the principal of, or
interest with respect to, the Notes in the Specified Payment Currency by
notifying DTC prior to 5:00 p.m. Eastern Standard Time ("E.S.T.") on the third
day on which banks are open for business in New York City (a "New York Business
Day") following the applicable record date in the case of interest, and the
twelfth calendar day prior to the payment date for the payment of principal, of
(i) such holder's election to receive all or a portion of such payment in the
Specified Payment Currency for value the relevant interest payment date or final
maturity date, as the case may be, and (ii) wire transfer instructions to an
account denominated in the Specified Payment Currency with respect to any
payment to be made in the Specified Payment Currency. Such election shall be
made by the Noteholder holding its interest in a DTC Global Note and any such
election in respect of that payment shall be irrevocable. An indirect DTC
participant must notify the DTC Noteholder through which it is holding its
interest in a DTC Global Note of such election and wire transfer instructions
prior to 5:00 p.m. E.S.T. on the first New York Business Day following the
applicable record date. DTC will notify the Exchange Agent of such election and
wire transfer instructions and of the amount of the Specified Payment
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Currency to be converted into U.S. dollars, prior to 5:00 p.m. E.S.T. on the
fifth New York Business Day following the applicable record date in the case of
interest and the tenth calendar day prior to the payment date for the payment of
principal. If complete instructions are received by the DTC participant and
forwarded by the DTC participant to DTC, and by DTC to the Exchange Agent, on or
prior to such dates, the DTC Noteholder will receive payment in the Specified
Payment Currency outside DTC, otherwise only U.S. dollar payments will be made
by the Exchange Agent. Payments in the Specified Payment Currency outside DTC
will be made by wire transfer of same day funds in accordance with the relevant
wire transfer instructions for value the relevant payment date.
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PLAN OF DISTRIBUTION
DEALERS
The Program provides for the initial appointment of certain dealers (the
names of which are listed below under "Dealer Agreement") and the subsequent
appointment of dealers in respect of any particular issue of Notes (all such
dealers together, the "Dealers"). Any Dealer will be able to purchase Notes on
an underwritten basis, either individually or as part of a syndicate, or on an
agency basis. Certain Dealers (the "Sponsoring Dealers") have separately
undertaken certain repurchase obligations, and have separately been granted
certain exchange rights, in respect of certain of the Notes issued under the
Program as described under "Liquidity Arrangements."
The Dealer Agreement provides for Dealers to be appointed or removed from
the Program and for Dealers subsequently appointed to receive the benefits and
be subject to the obligations of the Dealer Agreement in respect of a particular
issue of Notes for which they are appointed as Dealers.
DEALER AGREEMENT
Notes may be sold from time to time by the Bank to or through any one or
more of the Dealers and (other than Deutsche mark denominated Notes) by the Bank
itself. The arrangements under which the Notes may from time to time be agreed
to be sold by the Bank to or through the Dealers are set out in the Dealer
Agreement dated as of April 15, 1994 (as amended or supplemented from time to
time, the "Dealer Agreement"), the parties to which include, as of the date of
the Prospectus, the Bank and Commerzbank Aktiengesellschaft, Commerzbank Capital
Markets Corporation, Commerzbank (South East Asia) Ltd., Goldman Sachs
International, Goldman, Sachs & Co., Goldman, Sachs & Co. oHG, IBJ International
plc, IBJ Asia Limited, Industriebank von Japan (Deutschland) AG, Lehman Brothers
Inc., Lehman Brothers International (Europe), Lehman Brothers Bankhaus
Aktiengesellschaft, Morgan Stanley & Co. Incorporated, Morgan Stanley & Co.
International Limited, Morgan Stanley Bank AG, Tokyo-Mitsubishi International
plc, Bank of Tokyo-Mitsubishi (Deutschland) Aktiengesellschaft and
Tokyo-Mitsubishi International (HK) Limited.
Any agreement for the sale of Notes will, INTER ALIA, make provision for the
form and terms and conditions of the relevant Notes, the method of distribution
of the Notes, the price at which such Notes will be purchased by the Dealers and
the commissions or other agreed deductibles (if any) which are payable or
allowable by the Bank in respect of such purchase. In addition, each placement
of Notes is subject to certain conditions, including the condition that there
shall not have occurred any national or international calamity or development,
crisis of a political or economic nature, or change in the money or capital
markets in which the Notes are being offered, the effect of which on such
financial markets shall be such as in the judgment of the relevant Dealer(s) or
the Bank materially adversely affects the ability of the relevant Dealer(s) to
sell or distribute the Notes, whether in the primary market or in respect of
dealings in the secondary market.
LIQUIDITY ARRANGEMENTS
To assist secondary market making in Notes issued under the Program, each
Sponsoring Dealer and the Bank have agreed that certain liquidity arrangements
will apply to certain issues of Notes. Whether or not an issue of Notes is the
subject of the liquidity arrangements will be specified in the applicable
Pricing Supplement. Pursuant to these arrangements, each Sponsoring Dealer has
agreed to, or will cause one or more of its affiliates to, make a secondary
market for Notes based on an indicative bid price to be quoted and updated at
least daily on such screen page or pages as the Bank and the Sponsoring Dealers
agree from time to time. The liquidity arrangements will permit the Sponsoring
Dealers or certain of their affiliates to exchange, or to arrange the exchange
of, Notes purchased in the secondary market for new Notes to be issued under the
Program, on terms agreed between the Bank and the relevant Sponsoring Dealer. In
addition, in the case of Notes sold directly by the Bank to purchasers without
the assistance of any Dealer, the Bank may arrange the exchange of such Notes
for new Notes to be issued under the Program, on terms agreed between the Bank
and the relevant holders.
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No Note will have an established trading market when issued. There can be no
assurance that Notes subject to the liquidity arrangements referred to above
will have secondary market liquidity. Such liquidity arrangements could be
discontinued at any time without notice to holders of Notes, and Notes that are
not the subject of the liquidity arrangements may have little or no secondary
market liquidity.
SALES RESTRICTIONS
No action has been or will be taken in any jurisdiction by the Dealers or
the Bank that would permit a public offering of any of the Notes, or possession
or distribution of this Prospectus, or any part thereof including any Pricing
Supplement, or any other offering or publicity material relating to the Notes,
in such jurisdiction. Each Dealer (and the Bank in connection with sales of
Notes on its own behalf) will, to the best of its knowledge, comply with all
relevant laws, regulations and directives in each jurisdiction in which it
purchases, offers, sells, or delivers Notes or has in its possession or
distributes this Prospectus, or any part thereof including any Pricing
Supplement, or any such other material, in all cases at its own expense.
No Dealer is authorized to make any representation or use any information in
connection with the issue, offering and sale of the Notes other than as
contained in this Prospectus, the applicable Pricing Supplement or such other
information relating to the Bank and/or the Notes which the Bank has authorized
to be used.
Selling restrictions may be modified by the agreement of the Bank and the
relevant Dealer(s) following a change in any relevant law, regulation or
directive. Selling restrictions may also be added to reflect the requirements of
any particular Specified Currency. Any such modification or addition will be set
out in the Pricing Supplement issued in respect of each issue of Notes to which
such modification or addition relates or in a supplement to this Prospectus.
UNITED STATES
Under the provisions of Section 15(a) of the Bretton Woods Agreements Act,
as amended, Notes are exempted securities within the meaning of Section 3(a)(2)
of the U.S. Securities Act of 1933, as amended, and Section 3(a)(12) of the U.S.
Securities Exchange Act of 1934, as amended.
Bearer Notes are subject to U.S. tax law requirements and may not be
offered, sold or delivered within the United States or its possessions, except
in certain transactions permitted by U.S. tax regulations. Accordingly, under
U.S. federal tax laws and regulations, Bearer Notes (including Temporary Global
Notes and Permanent Global Notes) with a maturity of more than one year may not
be offered or sold during the restricted period (as defined in United States
Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)) within the United States or
to United States persons (each as defined below) other than to an office located
outside the United States of a United States financial institution (as defined
in United States Treasury Regulations Section 1.165-12(c)(1)(v)), purchasing for
its own account or for resale or for the account of certain customers, that
provides a certificate stating that it agrees to comply with the requirements of
Section 165(j)(3)(A), (B) or (C) of the Code, and the United States Treasury
Regulations thereunder, or to certain other persons described in United States
Treasury Regulations Section 1.163-5(c)(2)(i)(D)(1)(iii)(B). Moreover, such
Bearer Notes may not be delivered in connection with their sale during the
restricted period within the United States. Any distributor (as defined in
United States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(4)) participating
in the offering or sale of Bearer Notes with a maturity of more than one year
must agree that it will not offer or sell during the restricted period any such
Bearer Notes within the United States or to United States persons (other than
the persons described above), it will not deliver in connection with the sale of
such Bearer Notes during the restricted period any such Bearer Notes within the
United States and it has in effect procedures reasonably designed to ensure that
its employees and agents who are directly engaged in selling the Bearer Notes
are aware of the restrictions on offers and sales described above. No Bearer
Notes (other than a Temporary Global Note and certain Bearer Notes described in
the following paragraph) with a maturity of more than one year may be delivered,
nor may interest be paid on any such Bearer Note, until the person entitled to
receive such Bearer Note or such interest furnishes a written certificate to the
effect that the relevant Bearer Note (i) is owned by a person that is not a
United States person, (ii) is owned by a United States person that is a foreign
branch of a United States financial institution purchasing for its own account
or for resale, or is owned by a United States person who acquired
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the Bearer Note through the foreign branch of such a financial institution and
who holds the Bearer Note through such financial institution on the date of
certification, provided, in either case, that such financial institution
provides a certificate to the Bank or the distributor selling the Bearer Note to
it, within a reasonable time of selling the Bearer Note, stating that it agrees
to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Code
and the United States Treasury Regulations thereunder, or (iii) is owned by a
financial institution for purposes of resale during the restricted period. A
financial institution described in clause (iii) of the preceding sentence
(whether or not also described in clause (i) or (ii)) must certify that it has
not acquired the Bearer Note for purposes of resale directly or indirectly to a
United States person or to a person within the United States. In the case of a
Note represented by a Permanent Global Note, such certification must be given in
connection with notation of a beneficial owner's interest therein.
A Bearer Note will not be subject to the certification requirements
described in the preceding paragraph if the Bearer Note is sold during the
restricted period and all of the following conditions are satisfied: (i) the
interest and principal with respect to the Bearer Note are denominated only in
the currency of a single foreign country; (ii) the interest and principal with
respect to the Bearer Note are payable only within that foreign country; (iii)
the Bearer Note is offered and sold in accordance with practices and
documentation customary in that foreign country; (iv) the distributor of the
Bearer Note agrees to use reasonable efforts to sell the Bearer Note within that
foreign country; (v) the Bearer Note is not listed, or the subject of an
application for listing, on an exchange located outside that foreign country;
(vi) the U.S. Internal Revenue Service has designated the foreign country as a
foreign country in which certification under Treasury Regulations Section
1.163-5(c)(2)(i)(D)(3)(i) is not permissible; (vii) the issue of the Bearer Note
is subject to guidelines or restrictions imposed by governmental, banking or
securities authorities in that foreign country; and (viii) more than 80 percent,
by value, of the Bearer Notes included in the offering of which the Bearer Note
is a part are sold to non-distributors by distributors maintaining an office
located in that foreign country. Bearer Notes that are convertible into U.S.
dollar denominated debt obligations or which are otherwise linked by their terms
to the U.S. dollar are not eligible for the certification exemption described in
this paragraph. The only foreign countries that have been designated as foreign
countries in which certification under Treasury Regulations Section
1.163-5(c)(2)(i)(D)(3)(i) is not permissible are Switzerland and Germany.
Each Temporary Global Note, Permanent Global Note or Bearer Note with a
maturity of more than one year, and any Talons and Coupons relating to such
Bearer Notes, will bear the following legend:
"Any United States person who holds this obligation will be subject to
limitations under the United States income tax laws, including the
limitations provided in Sections 165(j) and 1287(a) of the Internal Revenue
Code."
As used herein, "United States person" means any citizen or resident of the
United States, any corporation, partnership or other entity created or organized
in or under the laws of the United States and any estate or trust the income of
which is subject to United States federal income taxation regardless of its
source, and "United States" means the United States of America (including the
states thereof and the District of Columbia) and its possessions. Other terms
used herein have the meanings given to them by the Code and the Treasury
Regulations issued thereunder.
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VALIDITY OF THE NOTES
The validity of the Notes will be passed on by the Senior Vice President and
General Counsel, or a Deputy General Counsel or the Chief Counsel, Finance, of
the Bank and by Sullivan & Cromwell (as to Notes governed by New York law),
Linklaters & Paines (as to Notes governed by English law) and Hengeler Mueller
Weitzel Wirtz (as to Notes governed by German law), counsel to the Sponsoring
Dealers, each of which, with respect to certain matters, will rely upon counsel
to the Bank. It is expected that the validity of Notes governed by the law of
any other jurisdiction will be passed on by counsel to the relevant Dealers at
the time of issue.
The opinions of counsel to the Bank, Sullivan & Cromwell, Linklaters &
Paines and Hengeler Mueller Weitzel Wirtz will be conditioned upon, and subject
to certain assumptions regarding, future action required to be taken by the Bank
and the Fiscal Agent or the Global Agent in connection with the issuance and
sale of any particular Note, the specific terms of Notes and other matters which
may affect the validity of Notes but which cannot be ascertained on the date of
such opinions.
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GENERAL INFORMATION
1. The execution of all documents associated with the Program has been
authorized by resolutions approved by the Executive Directors of the Bank.
The issuance of Notes has been authorized by Resolution No. 96-3 approved by
the Executive Directors of the Bank on July 30, 1996.
2. The Notes will not be issued under an indenture, and no trustee is provided
for in the Notes.
3. Under Article 109G of the Treaty establishing the European Communities, as
amended by the Treaty on European Union, the currency composition of the ECU
may not be changed. From the start of the third stage of European monetary
union, the value of the ECU as against the currencies of the member states
participating in the third stage will be irrevocably fixed, and the ECU will
become a currency in its own right. (It is anticipated that supplementary
information may be included and the relevant terms and conditions may be
modified or supplemented in the Pricing Supplement for any issue of Notes
denominated in ECU, in each case as the Bank may consider appropriate as of
the date of the relevant issue.)
4. Each issue of Deutsche mark denominated Notes will take place in compliance
with the guidelines of the German central bank regarding the issue of
Deutsche mark denominated debt securities. In particular, only credit
institutions domiciled in the Federal Republic of Germany (including German
branches of foreign banks) will act as Dealers in relation to the Deutsche
mark denominated Notes, except in the case of an issue of Deutsche mark
denominated Notes on a syndicated basis (in which case only the lead manager
is required to be a credit institution domiciled in the Federal Republic of
Germany). Moreover, Deutsche mark denominated Notes must have an original
maturity of not less than two years and may not contain any put or call
option entitling the Bank or the Noteholders to redeem such Notes on or
prior to the second anniversary of the relevant issue date.
Pursuant to the terms of each DKV Global Note and any DTC Global Note
relating to an issue of Notes denominated in Deutsche mark and governed by
the laws of the Federal Republic of Germany, any Noteholder may enforce its
rights under its Notes on the basis of an appropriate statement of the
financial institution with which it maintains a securities account in
respect of the Notes held by it and a certified copy of the relevant DKV
Global Note or DTC Global Note, as the case may be.
5. Only a registered credit institution meeting the relevant requirements of De
Nederlandsche Bank may act as a Dealer for an issue of Notes denominated in
Netherlands guilders. For syndicated issues, a registered credit institution
will be appointed as a joint lead manager for such Notes.
6. Banque Paribas has been appointed as the arranger (the "Arranger") for the
issue of Notes denominated in French francs or in any other currency but
directly or indirectly linked to the French franc ("FRF Notes") under the
Program. Only French credit institutions (including French subsidiaries of
foreign banks) may act as Dealers for FRF Notes. For syndicated issues of
FRF Notes, a French credit institution authorized to act as lead manager of
euro-French franc debt instrument issues (which may be Banque Paribas) will
be appointed as one of the Dealers of such Notes. The Bank, the Arranger and
the purchasers of FRF Notes under the Program will comply with the rules and
regulations relating to the MARCHE DE L'EURO-FRANC of the COMITE DES
EMISSIONS (the "Euro FRF Regulations").
The minimum maturity of FRF Notes must be one year. In addition, no part of
FRF Notes may be redeemed prior to the first anniversary of the relevant
Issue Date. Issues of indexed FRF Notes must be made in compliance with the
PRINCIPES GENERAUX set by the COMMISSION DES OPERATIONS DE BOURSE (the
"COB") and the CONSEIL DES BOURSES DE VALEURS (the "CBV"). Under regulations
made by the French TRESOR, FRF Notes are required to be listed on the Paris
Stock Exchange where either (a) such FRF Notes are, or are intended to be,
listed on any other stock exchange or (b) such FRF Notes are, or are
intended to be, distributed as a public offer (within the meaning of the
Euro FRF Regulations, as may be amended from time to time). For the sole
purpose of listing FRF Notes on the Paris Stock Exchange, this Prospectus
has been submitted for clearance to the COB and has been registered by the
COB under no. P 96-256 dated August 21, 1996.
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Responsibility statement:
PERSONNES QUI ASSUMENT
LA RESPONSABILITE DU "DOCUMENT DE BASE" ("PROSPECTUS")
a. AU NOM DE L'EMETTEUR
A la connaissance de l'emetteur, les donnees du present Document de Base
sont conformes a la realite et ne comportent pas d'omissions de nature a
en alterer la portee.
International Bank for Reconstruction and Development
Gary L. Perlin
Vice President and Treasurer
b. AU NOM DE LA BANQUE PRESENTATRICE
A la connaissance de la banque presentatrice, les donnees du present
Document de Base sont conformes a la realite et ne comportent pas
d'omissions de nature a en alterer la portee.
Banque Paribas
Dominique Hoenn
Membre du Directoire
COMMISSION DES OPERATIONS DE BOURSE
En vue de la cotation a Paris des obligations eventuellement emises dans
le cadre de ce Programme, et par application des articles 6 et 7 de
l'ordonnance no. 67-833 du 28 septembre 1967 telle que modifee, la
Commission des Operations de Bourse a enregistre le present Document de
Base sous le no. P 96-256 en date du 21 aout 1996.
English translation of the responsibility statement:
"PERSONS RESPONSIBLE FOR THE PROSPECTUS
A. THE ISSUER
TO THE BEST KNOWLEDGE OF THE ISSUER, THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS ACCURATE AND THERE IS NO OMISSION WHICH COULD MAKE IT
MISLEADING.
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
GARY L. PERLIN
VICE PRESIDENT AND TREASURER
B. THE ARRANGER
TO THE BEST KNOWLEDGE OF THE ARRANGER, THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS ACCURATE AND THERE IS NO OMISSION WHICH COULD MAKE IT
MISLEADING.
BANQUE PARIBAS
DOMINIQUE HOENN
MEMBRE DUE DIRECTOIRE
COMMISSION FOR STOCK EXCHANGE OPERATIONS
PURSUANT TO ARTICLES 6 AND 7 OF ORDINANCE NO. 67-833 OF SEPTEMBER 28,
1967, AS AMENDED, FOR THE PURPOSE OF LISTING SECURITIES WHICH MAY BE
ISSUED UNDER THE PROGRAM ON THE PARIS STOCK EXCHANGE, THE COB HAS
REGISTERED THIS PROSPECTUS UNDER NO. P 96-256 DATED AUGUST 21, 1996."
51
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INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
1818 H Street, NW
Washington, DC 20433
FISCAL AGENT
FEDERAL RESERVE BANK OF NEW YORK
33 Liberty Street
New York, NY 10045
GLOBAL AGENT
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
60 Victoria Embankment
London EC4Y 0JP
LISTING AND SPECIAL AGENT,
PAYING AGENT
AND TRANSFER AGENT
BANQUE PARIBAS LUXEMBOURG
10A Boulevard Royal
L-2093 Luxembourg
LEGAL ADVISORS TO THE SPONSORING DEALERS
<TABLE>
<S> <C>
As to United States law As to English law
SULLIVAN & CROMWELL LINKLATERS & PAINES
1701 Pennsylvania Avenue, NW 885 Third Avenue
Washington, DC 20006 New York, NY 10022
As to German law
HENGELER MUELLER WEITZEL WIRTZ
Bockenheimer Landstrasse 51
60325 Frankfurt am Main
</TABLE>
<PAGE>
EXHIBIT B
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
Global Multicurrency Note Program
DEALER AGREEMENT dated as of April 15, 1994 among the International
Bank for Reconstruction and Development (the "Bank") and the parties listed on
the signature pages hereto.
The Bank intends to issue and sell from time to time Notes (the
"Notes") under a Global Multicurrency Note Program (the "Program"), denominated
in specified currencies or currency units, with maturities of three months or
longer from the date of original issuance thereof and with aggregate gross
proceeds initially of up to U.S.$5,000,000,000 (or, in the case of Notes
denominated in another currency or currency unit, the U.S. dollar equivalent
thereof). The Notes will be issued from time to time in accordance with a
Global Agency Agreement, dated as of April 15, 1994 (as it may be supplemented
or amended from time to time, the "Global Agency Agreement") between the Bank
and Morgan Guaranty Trust Company of New York, acting through its London office,
as Global Agent or any successor or replacement Global Agent (the "Global
Agent"), or, for U.S. dollar denominated Notes cleared and settled through the
bookentry system of the Federal Reserve Banks, a Fiscal Agency Agreement, dated
as of November 30, 1983 (as it may be supplemented or amended from time to time,
the "Fed Fiscal Agency Agreement"), between the Bank and the Federal Reserve
Bank of New York, as Fiscal Agent (the "Fed Fiscal Agent"). The Notes are more
fully described in the prospectus for the Program dated April 15, 1994 and may
be further described either in amendments or supplements thereto or in separate
pricing supplements. Such prospectus incorporates by reference the most recent
Information Statement of the Bank and any quarterly or annual financial
statements filed with the U.S. Securities and Exchange Commission, or any stock
exchange on which Notes are listed, subsequent to the date of such Information
Statement. Except as the context shall otherwise require, such prospectus
(including any version thereof translated into German), as amended or
supplemented from time to time, including information incorporated by reference
in such prospectus, is hereinafter referred to as the "Prospectus". Any
separate pricing supplement, substantially in the form of Exhibit D to this
Agreement, that sets forth the specific terms of a particular issue of Notes is
hereinafter referred to as a "Pricing Supplement" (the German translation of the
form of Pricing Supplement is set forth at Exhibit I hereto).
1. APPOINTMENT OF DEALERS. Subject to the terms and conditions
stated herein, and subject to the reservation by the Bank of the right to sell
Notes directly to investors on its own behalf (if in accordance with applicable
law or directive), the Bank hereby appoints each of the other parties hereto as
Dealers (each firm a "Dealer" and together the "Dealers"), and reserves the
right to appoint other agents, dealers or underwriters, for the purpose of
purchasing Notes as principal (on either a syndicated or non-syndicated basis)
for resale to others pursuant to a Terms Agreement (as defined below) or
otherwise in accordance with the provisions of Section 4(a) hereof. In
addition, the Bank hereby appoints the Dealers as agents of the Bank, and
reserves the right to appoint other agents, dealers or underwriters, for the
purpose of soliciting offers to purchase Notes generally or with respect to a
particular
<PAGE>
issue of Notes, and each Dealer hereby severally agrees to solicit offers to
purchase Notes in accordance with the provisions of Section 4(b) hereof.
The Bank will notify the Sponsoring Dealers (as defined below) of its
appointment of such other agents, dealers or underwriters in accordance with the
preceding paragraph. If such other agent, dealer or underwriter is to be named
a Dealer, it will be required to deliver to the Bank a letter substantially in
the form of Exhibit A-1 hereto, and the Bank will deliver (i) copies of the
documents referred to in such letter and (ii) a confirmation substantially in
the form of Exhibit A-2 hereto, whereupon such agent, dealer or underwriter
shall become a party to this Agreement as a Dealer vested with all authority,
rights, powers, duties and obligations as if originally named as a Dealer
hereunder. If such other agent, dealer or underwriter is to be appointed by the
Bank solely in connection with a particular issue of Notes, and such Notes are
to be purchased on a non-syndicated basis, the Bank will deliver to such agent,
dealer or underwriter a letter substantially in the form of Exhibit B hereto and
copies of the documents referred to in such letter, and such agent, dealer or
underwriter shall be required to confirm to the Bank its acceptance of such
letter.
As used in this Agreement, the terms "Dealer" and "Dealers" may refer,
as the context may require, to (i) any or all of the Dealers or (ii) other
agents, dealers or underwriters appointed by the Bank solely in connection with
a particular issue of Notes. References in this Agreement to Lehman Brothers
Inc. shall include its affiliate, Lehman Special Securities Inc.
The Bank expressly reserves the right to terminate, at any time, the
appointment of any Dealer in accordance with the provisions of Section 10
hereof.
2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE BANK. The Bank
represents and warrants to, and agrees with, the Dealers that:
(a) The Prospectus does not, and any applicable Pricing Supplement
(when read together with the Prospectus) as of its date will not, contain any
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, except that this representation and
warranty does not apply to statements in or omissions from the Prospectus based
upon information concerning any Dealer furnished to the Bank in writing by a
Dealer expressly for use therein.
(b) The Bank is duly established and existing under its Articles of
Agreement (the "Articles of Agreement").
(c) This Agreement has been, and any applicable Terms Agreement
hereunder as of its date will be, duly authorized, executed and delivered by the
Bank.
(d) The creation, issue, sale, execution and delivery of the Notes
have been duly authorized, and when duly executed, authenticated, issued and
delivered, the Notes will constitute valid and legally binding obligations of
the Bank in accordance with their terms; the
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Notes will conform in all material respects to the descriptions thereof
contained in the Prospectus, as amended or supplemented, and the Pricing
Supplement relating to such issue of Notes; and the issue or sale of the
Notes or the taking of any other action herein contemplated does not now and
will not result in a breach by the Bank of any terms of, or constitute a
default under, any agreement or undertaking of the Bank.
(e) Each of the Fed Fiscal Agency Agreement, the Global Agency
Agreement and the Liquidity Arrangements Agreement (as defined herein) has been
duly authorized, and by the Commencement Date (as defined herein), will be duly
executed and delivered by the Bank and will constitute a valid and legally
binding obligation of the Bank.
(f) There has not been any material adverse change, or any
development involving a prospective material adverse change, in the condition,
financial or otherwise, of the Bank from that set forth in the Prospectus.
(g) The Bank has obtained, or prior to the time of issuance of any
particular issue of Notes will have obtained, all governmental approvals
required pursuant to the Articles of Agreement in connection with the offering,
issue and sale of the Notes.
3. COMMENCEMENT. The documents required to be delivered under
Section 7 hereof shall be delivered at the office of Sullivan & Cromwell, 1701
Pennsylvania Avenue, N.W., Washington, D.C. 20006, on the date hereof, or at
such other time as the Dealers party hereto on the date hereof and the Bank may
agree in writing (the "Commencement Date").
4. DISTRIBUTION AND MARKETING OF NOTES. Unless otherwise agreed or
unless applicable law or directive in the relevant jurisdiction otherwise
prescribes, each Dealer is authorized to solicit offers to purchase Notes only
in the minimum principal amount of U.S.$10,000,000 (or, in the case of Notes not
denominated in U.S. dollars, the approximate equivalent thereof in a Specified
Currency (as defined in the Prospectus)), or any amount in excess thereof which
is an integral multiple of $1,000 (or, in the case of Notes not denominated in
U.S. dollars, conventionally accepted integral multiples in the relevant
Specified Currency). Notes will be in such denominations as may be agreed
between the Bank and the relevant Dealer(s) and specified in the applicable
Pricing Supplement and, subject to applicable law or other relevant regulatory
authority, are expected to be in denominations of U.S.$100,000 or integral
multiples thereof (or the nearest equivalent in accordance with market practice
in the relevant Specified Currency). Each Dealer shall communicate to the Bank,
orally or in writing, each offer to purchase Notes received by it as agent that
in such Dealer's reasonable judgment should be considered by the Bank. The Bank
shall have the sole right to accept offers to purchase Notes and may reject any
offer in whole or in part, and any such rejection shall not be deemed a breach
of the Bank's agreements contained herein. Each Dealer shall have the right to
reject any offer to purchase Notes that such Dealer reasonably considers to be
unacceptable, and any such rejection shall not be deemed a breach of such
Dealer's agreements contained herein.
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<PAGE>
(a) PURCHASES AS PRINCIPAL. Each sale of Notes directly to a Dealer
or Dealers as principal for resale to others shall be made in accordance with
the terms contained herein and (if the Bank and such Dealer or Dealers shall
agree) in a separate agreement satisfactory to the Bank and such Dealer or
Dealers that will provide for the sale of such Notes to and the purchase and re-
offering thereof by such Dealer or Dealers. Each such separate agreement (which
may be a written or an oral agreement) between a Dealer and the Bank is herein
referred to as a "Terms Agreement". Each Terms Agreement, if in writing, shall
be substantially in the form of (as applicable) Exhibit C hereto. The Bank may
from time to time issue Notes on a syndicated basis to one or more Dealers
and/or one or more other underwriters appointed pursuant to a written Terms
Agreement, provided that any such other underwriters agree to be bound by all
applicable provisions of this Agreement and such Terms Agreement in respect of
such issue and purchase of Notes. Notes issued on a syndicated basis shall be
fully underwritten on either a joint and several or a several basis as set forth
in such written Terms Agreement. A Dealer's commitment to purchase Notes as
principal shall be deemed to have been made on the basis of the representations,
warranties and agreements of the Bank contained herein, and in any applicable
written Terms Agreement, and shall be subject to the terms and conditions herein
and therein set forth.
(b) SOLICITATIONS AS AGENT. In connection with each Dealer's
respective actions as a Dealer hereunder, each of the Dealers (other than
agents, dealers or underwriters appointed as Dealers solely in respect of a
particular issue of Notes), severally and not jointly, will use such efforts to
solicit offers to purchase Notes as are consistent with best market practice in
the international securities markets upon the terms and conditions set forth in
the Prospectus. The Bank reserves the right to sell Notes directly to investors
on its own behalf (if permitted in accordance with applicable law or directive)
or through other agents, dealers or underwriters.
The Bank reserves the right, in its sole discretion, to instruct the
Dealers to suspend at any time, for any period of time or permanently, the
solicitation of offers to purchase Notes. Upon receipt of notice from the Bank,
each Dealer will forthwith suspend solicitations of offers to purchase Notes
from the Bank until such time as the Bank has advised the Dealers that such
solicitation may be resumed. During the period of time that such solicitation
is suspended, the Bank shall not be required to deliver any certificates,
opinions or letters in accordance with Sections 5(e) through 5(g); PROVIDED,
HOWEVER, that if any of the events described in Sections 5(e) through 5(g) shall
have occurred during the period of suspension, no Dealer shall be required to
resume soliciting offers to purchase Notes until the Bank has delivered such
certificates, opinions and letters.
In soliciting offers to purchase the Notes as agent, each Dealer is
acting solely as agent for the Bank, and not as principal, and does not assume
any obligation towards or relationship of agency or trust with any purchaser of
Notes. Each Dealer shall make reasonable efforts to assist the Bank in
obtaining performance by each purchaser whose offer to purchase Notes has been
solicited by such Dealer and accepted by the Bank, but such Dealer shall not
have any liability to the Bank in the event any such purchase is not consummated
for any reason. If the Bank shall default in its obligation to deliver Notes to
a purchaser whose offer it has accepted, the Bank shall hold such Dealer
harmless against any loss, claim, damage or liability arising from or as a
result of such default and shall, in
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<PAGE>
particular, pay to such Dealer the commission such Dealer would have received
had such sale been consummated.
The Bank agrees to pay to each Dealer, as consideration for the sale
of each Note and receipt of payment therefor resulting from a solicitation made
by such Dealer, a commission in an amount that may be mutually agreed.
(c) SECONDARY MARKET TRADING. The Bank and certain of the Dealers
party hereto (the "Sponsoring Dealers") have entered into a Liquidity
Arrangements Agreement, dated the date hereof (as may be amended from time to
time, the "Liquidity Arrangements Agreement"), setting forth certain rights and
obligations of the Sponsoring Dealers in respect of, among other things,
secondary market trading and exchanges of the Notes.
(d) INVESTOR SUITABILITY. Each Dealer agrees with the Bank that it
will give due regard to whether investors in the Notes have the financial
capacity to bear the risks associated with investment in the Notes and
sufficient knowledge and experience to evaluate those risks; and, in addition to
any customary and required disclosure, each Dealer agrees that it will, if it
deems appropriate, provide investors with further clarification of the risks
involved in investing in the Notes.
(e) SELLING RESTRICTIONS. No action has been or will be taken by the
Bank or by or on behalf of any Dealer in any jurisdiction to allow the Bank or
any Dealer to make a public offering of any of the Notes, or to possess or
distribute the Prospectus or any amendment or supplement thereto issued in
connection with the offering of any of the Notes or any other offering material,
in any such jurisdiction where there are requirements for such purpose to be
complied with. Each Dealer, and the Bank in connection with sales of Notes by
it through other agents, dealers or underwriters, agrees that in connection with
offers or sales of Notes, it is familiar with and will observe the restrictions
on the offering, sale and delivery of Notes and distribution of offering
materials relating to Notes as set out in Exhibit E hereto, or as otherwise
agreed by the Bank and the relevant Dealer or Dealers in respect of a particular
issue of Notes.
(f) STABILIZATION. In connection with a particular issue of Notes
that is to be distributed on a syndicated basis, the relevant Dealer or Dealers
reserve the right to appoint itself or any one of them to act as a stabilizing
manager (the "Stabilizing Manager"), which will be disclosed in the relevant
Pricing Supplement. The terms upon which any Stabilizing Manager shall act or
be appointed shall be those established by the relevant Dealer or agreed from
time to time between the relevant Dealers for any particular issue of Notes and
shall be subject to all applicable laws, regulations and directives. If the
Bank agrees to issue Notes to more than one Dealer and no agreement shall be
reached between the relevant Dealers, none of them may stabilize the relevant
issue of Notes. The Stabilizing Manager, for its own account in its discretion
may, as principal and not as agent of the Bank, in connection with the
distribution of any particular issue of Notes, over-allot or effect transactions
which stabilize or maintain the market price of such Notes at levels which might
not otherwise prevail. Such stabilizing, if commenced, may be discontinued at
any time. Any loss resulting from the over-allotment or stabilizing shall be
borne, and any net profit arising therefrom
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<PAGE>
shall be retained, by the Stabilizing Manager for its own account (subject to
any agreement among the relevant Dealers).
5. COVENANTS OF THE BANK. The Bank covenants with the Dealers that:
(a) The Bank will provide copies of the Prospectus, any documents
incorporated by reference therein and any amendments and supplements thereto as
soon as available and in such quantities as each Dealer may reasonably request.
The terms "supplement" and "amendment" or "amend" as used herein shall include
all financial statements or other documents filed by the Bank with the U.S.
Securities and Exchange Commission subsequent to the date of the Bank's most
recent Information Statement which is incorporated by reference in the
Prospectus.
(b) If any event shall occur as a result of which, in the judgment of
the Bank, the Prospectus or any applicable Pricing Supplement (when read
together with the Prospectus) as then amended or supplemented would include any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading, the Bank will promptly notify all of the Dealers
(in the case of the Prospectus) or those Dealers purchasing the relevant issue
of Notes (in the case of a Pricing Supplement), and will prepare an amendment or
supplement to the Prospectus or such Pricing Supplement, as the case may be,
which will correct such untrue statement or omission.
(c) Before amending or supplementing the Prospectus (except for any
Information Statement of the Bank or any amendments or supplements to the
Prospectus consisting solely of incorporation by reference of the Bank's
quarterly or annual financial statements), the Bank will furnish the Dealers
with copies of such proposed amendments or supplements, which amendments or
supplements shall be subject to the reasonable approval of the Dealers and
counsel for the Dealers.
(d) The Bank shall endeavor to qualify the Notes for offer and sale
under the securities or Blue Sky laws of such jurisdictions as the Dealers shall
reasonably request and to pay any fees charged by investment rating services for
the rating of the Notes.
(e) Each time the Prospectus shall be amended or supplemented (other
than by an amendment or supplement resulting solely from incorporation by
reference of the Bank's separately published quarterly financial statements for
the six months ended December 31 or the twelve months ended June 30), the Bank
shall provide to each Dealer a certificate of the President, any Managing
Director, the Vice President and Treasurer, the Director, Financial Operations
Department, any Senior Manager, Financial Operations Department, or the
Assistant General Counsel, Finance, of the Bank, dated the date of such
supplement or amendment, to the effect that the representations and warranties
of the Bank contained in this Agreement are true and correct at the time of such
amendment or supplement as though made at and as of such time (except that such
representations and warranties shall be deemed to relate to the Prospectus as
amended and supplemented to such time).
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<PAGE>
(f) Each time the Prospectus shall be amended or supplemented (other
than by an amendment or supplement resulting solely from incorporation by
reference of the Bank's separately published quarterly financial statements for
the six months ended December 31 or the twelve months ended June 30), the Bank
shall provide to each Dealer a written opinion and a letter of the Vice
President and General Counsel, the Deputy General Counsel, or the Assistant
General Counsel, Finance, of the Bank, dated the date of such amendment or
supplement, addressed to such Dealer, of the same tenor as the opinion and
letter referred to in Sections 7(b) and 7(d)(i) hereof, respectively, but
modified to relate to the Prospectus as amended and supplemented to the time of
such amendment or supplement or, in lieu of such opinion and letter, counsel
last furnishing a copy of such an opinion and letter to the Dealer(s) shall
furnish each Dealer with a copy of a letter to the effect that such Dealer may
rely on such last opinion and letter to the same extent as though they were
dated the date of such letter authorizing reliance (except that statements in
such last letter shall be deemed to relate to the Prospectus as amended and
supplemented to the time of such amendment or supplement).
(g) Each time the Prospectus shall be amended or supplemented to set
forth or incorporate by reference financial information included in or derived
from the Bank's financial statements (other than by an amendment or supplement
resulting solely from incorporation by reference of the Bank's separately
published quarterly financial statements for the six months ended December 31 or
the twelve months ended June 30), the Bank shall provide to each Dealer, a copy
of a letter of the Bank's independent accountants, dated the date of such
amendment or supplement, addressed to such Dealer, of the same tenor as the
relevant letter referred to in Section 7(e) hereof but modified to relate to the
Prospectus as so amended or supplemented to the date of such letter, with such
changes as may be necessary to reflect changes in the financial statements and
other information derived from the accounting records of the Bank, to the extent
such financial statements and other information are available as of a date not
more than five business days prior to the date of such letter, included in the
Prospectus as amended or supplemented to the date of such letter.
6. ISSUE COST QUOTATIONS. With respect to any proposed issue of
Notes that one or more Dealers (x) will purchase as principal or (y) will
solicit offers to purchase as agent, such Dealer or Dealers shall quote the
issue price on a net basis and the all-in cost to the Bank for such issue on a
net basis, i.e., after providing for the payment of all costs and expenses
associated with such issue, whether incurred at the time of original issuance or
subsequent thereto.
7. CONDITIONS TO DEALER'S OBLIGATIONS. The obligations of each
Dealer to purchase Notes as principal pursuant to any Terms Agreement or
otherwise or to solicit offers to purchase Notes as agent for the Bank shall be
subject to the condition that, at and as of (i) the Commencement Date (but only
if the Dealer is a party hereto on the Commencement Date), (ii) the date of
agreement with the Bank as to the sale and purchase of a particular issue of
Notes and (iii) the date of sale and purchase of a particular issue of Notes (a
"Settlement Date"), all representations, warranties and agreements and other
statements of the Bank herein are true and correct, to the condition that the
Bank shall have performed all of its
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<PAGE>
obligations theretofore to be performed hereunder and under any applicable
Terms Agreement, and to the following additional conditions:
(a) The Dealer shall have received on the Commencement Date (but only
if the Dealer is a party hereto on the Commencement Date and only if the
Commencement Date is a date subsequent to the date hereof) and, if called for no
later than the date of any Terms Agreement, on the corresponding Settlement
Date, a certificate of any Managing Director, the Vice President and Treasurer,
the Director, Financial Operations Department, any Senior Manager, Financial
Operations Department, or Assistant General Counsel, Finance of the Bank, dated
the Commencement Date or the Settlement Date, as applicable, to the effect that
(i) the representations and warranties of the Bank contained in this Agreement
are true and correct at the time of the Commencement Date or Settlement Date, as
applicable, as though made at and as of such time and (ii) the Bank has
performed all of its obligations under this Agreement and, in the case of a
particular issue of Notes, under the corresponding Terms Agreement (if any)
required to be performed or satisfied on or prior to the Commencement Date or
Settlement Date, as applicable.
(b) The Dealer shall have received on the Commencement Date (but only
if the Dealer is a party hereto on the Commencement Date) an opinion of the Vice
President and General Counsel, Deputy General Counsel, or Assistant General
Counsel, Finance, of the Bank, dated the Commencement Date, addressed to such
Dealer, to the effect that (i) the Bank is an international organization duly
established and existing under the Articles of Agreement; (ii) the Bank has
obtained all governmental approvals required pursuant to the Articles of
Agreement in connection with the offering, issue and sale of the Notes; (iii)
the creation, issue, sale and delivery of the Notes, and the execution of any
Notes in definitive form, have been duly authorized, and when duly issued and
delivered, and in the case of Notes in definitive form, duly executed,
authenticated, issued and delivered, the Notes will constitute valid and legally
binding obligations of the Bank in accordance with their terms; (iv) this
Agreement has been, and any applicable Terms Agreement as of its date will have
been, duly authorized, executed and delivered by the Bank; (v) each of the Fed
Fiscal Agency Agreement and the Global Agency Agreement has been duly
authorized, executed and delivered by the Bank and constitutes a valid and
legally binding obligation of the Bank; and (vi) under existing law it is not
necessary in connection with the public offering and sale of the Notes to
register the Notes under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or to qualify an indenture with respect thereto under the
U.S. Trust Indenture Act of 1939, as amended.
(c) The Dealer shall have received on the Commencement Date (but only
if the Dealer is a party hereto on the Commencement Date) from Sullivan &
Cromwell (and, with respect to any Notes governed by English law, Linklaters &
Paines and, with respect to any Notes governed by German law, Hengeler Mueller
Weitzel Wirtz), counsel to the Dealers, dated the Commencement Date, addressed
to such Dealer, with respect to the issue and sale of the Notes and other
related matters as the Dealer(s) may reasonably require, and the Bank shall have
furnished to such counsel such documents as they may reasonably request for the
purpose of enabling them to pass upon such matters.
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<PAGE>
(d) The Dealer shall have received on the Commencement Date (but only
if the Dealer is a party hereto on the Commencement Date) (i) a letter, dated
the Commencement Date, of the Vice President and General Counsel, Deputy General
Counsel, or Assistant General Counsel, Finance, of the Bank, and (ii) a letter,
dated the Commencement Date, of Sullivan & Cromwell, each addressed to such
Dealer and each to the effect that, while such counsel assumes no responsibility
with respect to the statements in the Prospectus, nothing has come to the
attention of such counsel which has caused such counsel to believe that the
Prospectus, as of its date, contained any untrue statement of a material fact or
omitted to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. Such letters will not relate to the financial statements or other
financial data contained in the Prospectus. In giving such letter, Sullivan &
Cromwell may rely with respect to the due establishment and existence of the
Bank upon the opinion of counsel of the Bank.
(e) The Dealer shall have received on the Commencement Date (but only
if the Dealer is a party hereto on the Commencement Date) a letter, dated the
Commencement Date, addressed to such Dealer, of Price Waterhouse (International
Firm) confirming that they are independent accountants for the Bank within the
meaning of the Code of Professional Ethics of the American Institute of
Certified Public Accountants, and: (I) if the Dealer(s) has requested, and has
satisfied the conditions for receipt of, an accountants' letter in the form
prescribed by Statement on Auditing Standards ("SAS") No. 72 of the American
Institute of Certified Public Accountants ("AICPA"), such letter shall state in
effect that on the basis of procedures (but not an audit in accordance with
generally accepted auditing standards) consisting of a reading of the latest
available financial statements of the Bank, inquiries of officials of the Bank
responsible for financial and accounting matters regarding the specific items
for which representations are requested below and other specified procedures
through a specified date not more than five business days prior to the date of
delivery of such letter, nothing has come to their attention as a result of the
foregoing procedures that has caused them to believe that: (i) the unaudited
financial statements, if any, and unaudited statements, if any, of income, and
of cash flows set forth or incorporated by reference in the Prospectus, are not
stated on a basis substantially consistent with that of the audited financial
statements set forth or incorporated by reference in the Prospectus; or (ii) at
the date of the latest available interim financial statements and at a specified
date not more than five days prior to the Commencement Date, there was any
change in the capital stock or borrowings or any decrease in capital stock or
capital stock and reserves of the Bank, as compared with the amounts shown in
the latest balance sheet included in the Prospectus, except in all instances
described in clause (ii) above for changes or decreases which the Prospectus
discloses have occurred or may occur or which are stated in such letter; or (II)
if the Dealer(s) has requested, and has satisfied the conditions for receipt of,
an accountants' letter of the type contemplated by SAS No. 35 of the AICPA, such
letter shall state in effect that they have (i) read the latest available
resolutions adopted by the Board of Directors of the Bank and minutes of all
meetings of the Executive Directors of the Bank through a specified date not
more than five business days prior to the date of delivery of such letter, (ii)
read the latest available financial statements of the Bank, and (iii) made
inquiries of officials of the Bank responsible for financial and accounting
matters as to whether (x) the unaudited financial statements, if any, and
unaudited statements, if any, of income, and of cash flows set forth or
incorporated by reference in the Prospectus, are stated on a basis substantially
consistent with
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that of the audited financial statements set forth or incorporated by
reference in the Prospectus or (y) at the date of the latest available
interim financial statements and at a specified date not more than five days
prior to the Commencement Date, there was any change in the capital stock or
borrowings or any decrease in capital stock or capital stock and reserves of
the Bank, as compared with the amounts shown in the latest balance sheet
included in the Prospectus, except in all instances described in clause (y)
above for changes or decreases which the Prospectus discloses have occurred
or may occur or which are stated in such letter. In either case (I) or (II)
as described above, the letter shall also state that they have read specified
U.S. dollar amounts, percentages and ratios incorporated by reference in the
Prospectus under the captions "Selected Financial Data", "Equity",
"Borrowings", "Statement of Income" and "Operations of the Bank" (and any
other relevant captions) and have compared such U.S. dollar amounts,
percentages and ratios to corresponding amounts in the Bank's financial
statements, general ledger accounts or computations on schedules prepared
therefrom or from the accounting records, and have found such U.S. dollar
amounts, percentages and ratios to be in agreement with amounts in the
Prospectus. The letter shall also state they have read the number of
subscribed shares, number of votes and percentages incorporated by reference
in the Prospectus and have found such number of subscribed shares, number of
votes and percentages to be in agreement with the financial statements of the
Bank or the appropriate accounts in the Bank's general ledgers or the
computations made by the Bank therefrom.
(f) All proceedings taken at or prior to the Commencement Date (but
only with respect to a Dealer that is a party hereto on the Commencement Date)
in connection with the authorization of the Notes shall be satisfactory in form
and substance to the Dealer and to Sullivan & Cromwell and, as to matters of
English law, Linklaters & Paines, and, as to matters of German law, Hengeler
Mueller Weitzel Wirtz, counsel to the several Dealers, and the Dealer and such
counsel shall have received all such counterpart originals or certified or other
copies of such documents, certificates and opinions as the Dealer or such
counsel may reasonably require in order to evidence the accuracy and
completeness of any representations and warranties, the performance of any
agreements and covenants or the compliance with any of the conditions herein
contained.
(g) The Fed Fiscal Agency Agreement shall be continuing in full force
and effect, and the Bank and the Global Agent shall have entered into the Global
Agency Agreement and it shall be continuing in full force and effect, copies of
each of which will be furnished to the Dealers.
(h) Prior to such solicitation or purchase of Notes, there shall not
have occurred (x) any national or international calamity or development, crisis
of a political or economic nature, or change in the money or capital markets in
which the Notes are being offered, the effect of which on such financial markets
shall be such as in the judgment of the relevant Dealer or the Bank materially
adversely affects the ability of the relevant Dealer to sell or distribute the
Notes, whether in the primary market or in respect of dealings in the secondary
market or (y) any downgrading in the rating accorded to any of the Banks
outstanding debt securities by either Moody's Investors Service, Inc. or
Standard & Poor's Corporation.
-10-
<PAGE>
8. INDEMNIFICATION AND CONTRIBUTION. The Bank agrees to indemnify
and hold harmless each Dealer, its directors, its officers and each person, if
any, who controls such Dealer within the meaning of either Section 15 of the
Securities Act or Section 20 of the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act"), from and against any and all losses, claims,
damages and liabilities (or actions in respect thereof) arising out of or based
upon any untrue statement or alleged untrue statement of a material fact
contained in the Prospectus, any amendment or supplement thereto, any Pricing
Supplement or any preliminary prospectus or other selling or advertising
material approved by the Bank for use by a Dealer in connection with the offer
and sales of Notes, or arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages or liabilities are caused by any such untrue statement
or omission or alleged untrue statement or omission based upon information
relating to such Dealer furnished to the Bank in writing by such Dealer
expressly for use therein.
Each Dealer agrees to indemnify and hold harmless the Bank, its
directors, its officers and each person, if any, who controls the Bank within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act to the same extent as the foregoing indemnity from the Bank to such
Dealer, but only with reference to information relating to such Dealer furnished
to the Bank in writing by such Dealer expressly for use in the Prospectus or any
amendment or supplement thereto.
In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to either of the two preceding paragraphs, such person
(hereinafter called the "indemnified party") shall promptly notify the person
against whom such indemnity may be sought (hereinafter called the "indemnifying
party") in writing and the indemnifying party, upon request of the indemnified
party, shall retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the fees and disbursements of such
counsel related to such proceeding. In any proceeding, any indemnified party
shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them.
It is understood that the indemnifying party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local
counsel) for all such indemnified parties, and that all such fees and expenses
shall be reimbursed as they are incurred. Such firm shall be designated in
writing by the indemnified parties (or a representative thereof) in the case of
parties indemnified pursuant to the second preceding paragraph and by the Bank
in the case of parties indemnified pursuant to the first preceding paragraph.
The indemnifying party shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any loss or liability by reason
of such
-11-
<PAGE>
settlement or judgment. Notwithstanding the foregoing sentence, if at any
time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as
contemplated by the third sentence of this paragraph, the indemnifying party
agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than
30 days after receipt by such indemnifying party of the aforesaid request and
(ii) such indemnifying party shall not have reimbursed the indemnified party
in accordance with such request prior to the date of such settlement. No
indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened
proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified
party, unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of
such proceeding.
If the indemnification provided for in the first or second paragraph
of this Section 8 is unavailable to an indemnified party in respect of any
losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Bank on the one hand and each Dealer participating in
the offering of Notes that gave rise to such losses, claims, damages or
liabilities (a "Relevant Dealer") on the other hand from the offering of the
Notes or (ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Bank on the one hand and each Relevant Dealer on the other in connection
with the statements or omissions that resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations. The
relative benefits received by the Bank on the one hand and each Relevant Dealer
on the other in connection with the offering of such Notes shall be deemed to be
in the same respective proportion as the total net proceeds from the offering of
such Notes that are the subject of the claim for indemnification (before
deducting expenses) received by the Bank bears to the total discounts and
commissions received by such Relevant Dealer in respect thereof. The relative
fault of the Bank on the one hand and of each Relevant Dealer on the other shall
be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Bank or by such Relevant
Dealer and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.
If more than one Dealer is a Relevant Dealer in respect of a
proceeding, each Relevant Dealer's obligation to contribute pursuant to this
Section 8 shall be several and not joint, and shall be in the proportion that
the principal amount of the Notes that are the subject of such proceeding and
that were offered and sold through such Relevant Dealer bears to the aggregate
principal amount of the Notes that are the subject of such proceeding.
The Bank and each Dealer agree that it would not be just and equitable
if contribution pursuant to this Section 8 were determined by PRO RATA
allocation or by any other
-12-
<PAGE>
method of allocation that does not take account of the equitable
considerations referred to in the immediately preceding paragraph. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 8, no Dealer shall be required
to contribute any amount in excess of the amount by which the total price at
which the Notes referred to in the second preceding paragraph above that were
offered and sold to the public through such Dealer exceeds the amount of any
damages that such Dealer has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The remedies
provided for in this Section 8 are not exclusive and shall not limit any
rights or remedies which may otherwise be available to any indemnified party
at law or in equity.
10. TERMINATION. This Agreement may be terminated at any time either
(a) by the Bank as to any Dealer or (b) by any Dealer, insofar as this Agreement
relates to such Dealer, upon the giving of written notice of such termination to
the other persons who are parties to this Agreement on the date of such notice.
In the event of such termination with respect to any Dealer, this Agreement
shall remain in full force and effect with respect to any Dealer as to which
such termination has not occurred. The termination of this Agreement with
respect to a Dealer shall not require termination of any Terms Agreement by such
terminated Dealer to purchase Notes as principal under this Agreement, and the
termination of any such Terms Agreement shall not require termination of this
Agreement. If this Agreement is terminated with respect to any Dealer, the
provisions of Sections 8, 11 and 17 shall survive. If, at the time of any such
termination of this Agreement, an offer to purchase Notes has been accepted by
the Bank but the time of delivery to the purchaser has not occurred, the
provisions of this Agreement shall remain in effect as to such Dealer until such
Notes are delivered.
11. SURVIVAL OF REPRESENTATIONS AND INDEMNITIES. The respective
indemnity and contribution agreements, representations, warranties and other
statements of the Bank, its officers and the Dealer or Dealers set forth in or
made pursuant to this Agreement or any agreement by such Dealer or Dealers to
purchase Notes as principal hereunder will remain in full force and effect,
regardless of any termination of this Agreement, any investigation made by or on
behalf of such Dealer or Dealers or the Bank or any of their respective
officers, directors or controlling persons and delivery of and payment for the
Notes.
12. NOTICES. All communications shall be by telex, fax, in writing
delivered by hand or by telephone (to be promptly confirmed by telex or fax).
Each communication will be made to the relevant person at the fax number, telex
number, address or telephone number, in the case of communication by telex, fax,
or in writing, marked for the attention of, and in the case of a communication
by telephone made to, the person from time to time
-13-
<PAGE>
designated by that party to the others for the purpose. The initial
telephone number, fax number, telex number, address and person so designated
by the Bank and the Dealers are set out below:
International Bank for Reconstruction and Development
1818 H Street, N.W.
Washington, D.C. 20433
Attention: Director, Financial Operations Department
Telephone: 202-458-0774
Telex: 248423
Fax: 202-477-1736
Commerzbank Aktiengesellschaft
Capital Markets and Treasury
Neue Mainzer Strasse 32-36
60261 Frankfurt/Main
Attention: Head of Global MTN Desk
Telephone: 011-4969-1362-3303
Telex: N/A
Fax: 011-4969-1362-9112
Commerzbank Capital Markets Corporation
One World Trade Center
Suite 4047
New York, NY 10048
Attention: Head of Fixed Income Trading
Telephone: 212-432-8200
Telex: N/A
Fax: 212-432-0451
Commerzbank (South East Asia) Ltd.
8 Shenton Way #32.01
Treasury Building
Singapore 0106
Attention: Head of Fixed Income Trading
Telephone: 011-65-223-4855
Telex: N/A
Fax: 011-65-225-3943
-14-
<PAGE>
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Attention: Registration Department
Telephone: 212-902-1000
Telex: 62506 GOLSAC
Fax: 212-902-3000
Goldman, Sachs & Co. OHG
Messe Turm
D-60308 Frankfurt am Main 1
Attention: Medium Term Note Administration
Telephone: 011-4969-7532-1000
Telex: 413059
Fax: 011-4969-7532-2800
Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB
Attention: Euro Medium Note Desk
Telephone: 011-4471-774-2295
Telex: 94012165 GSHH G
Fax: 011-4471-774-2330
IBJ International plc
Bracken House
One Friday Street
London EC4M 9JA
Attention: Capital Markets Department
Telephone: 011-4471-236-1090
Telex: 925621 IBJITAG
Fax: 011-4471-236-0484
IBJ Asia Limited
41st Floor, Edinburgh Tower
15 Queen's Road, Central,
Hong Kong
Attention: Mr. Fukui, Capital Markets Department
Telephone: 011-852-521-6502
Telex: 75203 IBJAS HX
Fax: 011-852-810-6455
-15-
<PAGE>
Industriebank von Japan (Deutschland) Aktiengesellschaft
Niedenau 13-19
6000 Frankfurt/Main
Germany
Attention: Mr. Tsuzawa, Capital Markets
Telephone: 011-4969-714050
Telex: 414939 KOGIND
Fax: 011-4969-725563
Kidder, Peabody & Co. Incorporated
10 Hanover Square
New York, New York 10005
Attention: MTN Desk
Telephone: (212) 510-3000
Telex: N/A
Fax: (212) 656-1154
Kidder, Peabody International plc
Finsbury Dials
20 Finsbury Street
London EC2Y 9AY
Attention: MTN Desk
Telephone: 011-4471-216-8111
Telex: 920231
Fax: 011-4471-216-8122
Lehman Brothers Bankhaus Aktiengesellschaft
Grueneburgweg 18
60322 Frankfurt am Main
Attention: Money Market Desk
Telephone: 011-4969-153070
Telex: 411758 slagd
Fax: 011-4969-2166-15307-111
Lehman Brothers Inc.
3 World Financial Center, 12th Floor
New York, NY 10285-1200
Attention: Medium Term Note Department
Telephone: 212-298-2040
Telex: N/A
Fax: 212-528-1718
-16-
<PAGE>
Lehman Brothers International (Europe)
One Broadgate
London EC2M 7HA
Attention: MTN Trading Desk
Telephone: 011-4471-256-8256
Telex: 888881 LEHMAN G
Fax: 011-4471-260-2359
Mitsubishi Finance International plc
6 Broadgate
London EC2M 2AA
Attention: Frequent Borrowers Group
Telephone: 011-4471-696-1601
Telex: 8954381 BISHFIG
Fax: 011-4471-696-1479
Mitsubishi Bank (Deutschland) GmbH
Neue Mainzer Str. 75
60311 Frankfurt am Main
Germany
Attention: New Issue Department
Telephone: 011-4969-299-730
Telex: 413386 MIBAD
Fax: 011-4969-299-73150
Mitsubishi Finance (Hong Kong) Ltd.
Tower 1, Admiralty Centre
16th Floor, 18 Harcourt Road
Central Hong Kong
Attention: Head of Derivatives Department
Telephone: 011-852-866-9132
Telex: 62053 MFHKLHX
Fax: 011-852-527-1073
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
4th Floor
New York, NY 10020
Attention: Manager - Continuously Offered Products
Telephone: 212-296-6700
Telex: N/A
Fax: 212-764-7490
-17-
<PAGE>
(with a copy to:
Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
28th Floor
New York, NY 10020
Attention: Peter Cooper -
Investment Banking Information Center
Telephone: 212-703-8385
Telex: N/A
Fax: 212-703-6476)
Morgan Stanley & Co. International Limited
25 Cabot Square
Canary Wharf
London E14 4QA
Attention: Managing Director, Derivatives Products Group
Telephone: 011-4471-425-8000
Telex: 8812564
Fax: 011-4471-425-7999
Morgan Stanley GmbH
Rahmhofstrasse 2-4
60313 Frankfurt
Attention: Medium Term Note Administration
Telephone: 011-4969-2166-0
Telex: N/A
Fax: 011-4969-2166-2099
A communication will be deemed received (if by fax) when a transmission report
shows that the fax has been sent, (if by telex) when a confirmed answerback is
received at the end of the transmission, (if by telephone) when made and (if in
writing) when delivered, in each case in the manner required by this Section;
PROVIDED, HOWEVER, that any communication which is received outside business
hours or on a non-business day in the place of receipt shall be deemed received
at the opening of business on the next following business day in such place.
13. CALCULATION AGENT. If Notes are issued which require a
calculation agent, the Bank will request the Global Agent to act as such
calculation agent or the Bank may itself appoint another Calculation Agent or it
may appoint such Dealer or a person nominated by any Dealer(s) (and not the
Global Agent or Fed Fiscal Agent) to be the calculation agent in respect of such
issue of Notes. If a Dealer is to be the calculation agent, the appointment of
such Dealer shall be on the terms of the calculation agent agreement set forth
in Exhibit F hereto (which each Dealer is hereby deemed to have entered into).
If the person nominated
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<PAGE>
as calculation agent is not a Dealer, such person shall execute (if it has
not already done so) an agreement substantially in the form of the
calculation agent agreement set forth in Exhibit F, and the appointment of
that person shall be on the terms of that agreement.
14. INCREASING THE AGGREGATE PROCEEDS.
(a) In the event the Bank intends to increase the aggregate proceeds
from the issue of the Notes under the Program, the Bank shall provide written
notice of such an increase (subject to subsection (b) of this Section) by
delivering to the Dealers (other than agents, dealers or underwriters appointed
as Dealers solely in connection with a particular issue of Notes) a letter
substantially in the form set out in Exhibit G hereto.
(b) Notwithstanding subsection (a) of this Section, the right of the
Bank to increase the aggregate proceeds of the Notes that may be issued under
the Program shall be subject to the Bank's having received (i) due authorization
from the Executive Directors of the Bank and (ii) confirmation from each of the
credit rating agencies that rate the Bank's debt securities at the time of such
increase that such an increase will not result in either a downgrading or a
review of the Bank's credit rating with possible negative implications by the
credit rating agencies rating the Program.
15. SUCCESSORS AND ASSIGNS.
(a) This Agreement shall be binding upon, and inure solely to the
benefit of, each Dealer and the Bank, and to the extent provided in Section 8
and Section 11 hereof, any person who controls such Dealer, and their respective
personal representatives, successors and assigns, and no other person shall
acquire or have any right under or by virtue of this Agreement. No purchaser of
any of the Notes through a Dealer hereunder shall be deemed a successor or
assign by reason of such purchase.
(b) The parties hereto agree that any of the Dealers may substitute
an affiliate (the "Substitute") of such Dealer in respect of all of its rights,
powers, liabilities and obligations under this Agreement and that such
substitution shall become effective upon delivery of a substitution notice in
the form attached hereto as Exhibit H by such Dealer and the Substitute to all
other parties hereto. Upon delivery of such substitution notice to all the
other parties hereto, (i) such Dealer and such other parties shall be released
from further obligations to each other hereunder and their respective rights
against each other shall be cancelled (such rights and obligations being
referred to in this Section 15(b) as "Discharged Rights and Obligations"), (ii)
such Dealer and such other parties shall assume new obligations toward each
other and acquire new rights against each other which differ from the Discharged
Rights and Obligations only insofar as the Substitute and such other parties
have assumed and acquired such obligations and rights in place of such Dealer
and such other parties and (iii) the Substitute and such other parties shall
acquire the same rights and assume the same obligations between themselves they
would have acquired and assumed had the Substitute been an original party hereto
instead of such Dealer with the rights and obligations acquired or assumed by it
as a result of such substitution.
-19-
<PAGE>
16. AMENDMENT. This Agreement and the Exhibits hereto may be amended
only by written agreement of the Bank and Dealers that are party to this
Agreement at the time of amendment.
17. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
18. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original and all of which, taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized representatives, all as of the date first
above written.
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
By: /s/ KENNETH G. LAY
--------------------------------------
Name: Kenneth G. Lay
Title: Director, Financial Operations
Department
COMMERZBANK AKTIENGESELLSCHAFT
By: /s/ B. LEFFERS AND L. KEMPER
-----------------------------------------
Name: B. Leffers and L. Kemper
Title: Senior Vice President and Senior Vice
President
COMMERZBANK CAPITAL MARKETS
CORPORATION
By: /s/ DR. ENGLERT
-----------------------------------------
Name: Dr. Englert
Title: Assistant Vice President
-20-
<PAGE>
COMMERZBANK (SOUTH EAST ASIA) LTD.
By: /s/ M. ENGLERT
--------------------------------
Name: Dr. M. Englert
Title: Assistant Vice President
/s/ GOLDMAN, SACHS & CO.
--------------------------------
GOLDMAN, SACHS & CO.
GOLDMAN, SACHS & CO. OHG
By: /s/ MARK K. FRIEDMAN
--------------------------------
Name: Mark K. Friedman
Title: Attorney-in-Fact
GOLDMAN SACHS INTERNATIONAL
By: /s/ MARK K. FRIEDMAN
--------------------------------
Name: Mark K. Friedman
Title: Attorney-in-Fact
IBJ INTERNATIONAL PLC
By: /s/ KYOHEI AMETANI
---------------------------------
Name: Kyohei Ametani
Title: Managing Director
-21-
<PAGE>
IBJ ASIA LIMITED
By: /s/ KYOHEI AMETANI
---------------------------------
Name: Kyohei Ametani
Title: Managing Director
INDUSTRIEBANK VON JAPAN
(DEUTSCHLAND) AKTIENGESELLSCHAFT
By: /s/ KYOHEI AMETANI
---------------------------------
Name: Kyohei Ametani
Title: Managing Director
KIDDER, PEABODY INTERNATIONAL PLC
By: /s/ JUAN COSTAIN
---------------------------------
Name: Juan Costain
Title: Managing Director
KIDDER, PEABODY & CO. INCORPORATED
By: /s/ S. MELVIN RINES
---------------------------------
Name: S. Melvin Rines
Title: Senior Vice President
LEHMAN BROTHERS INC.
By: /s/ THEODORE ROOSEVELT IV
---------------------------------
Name: Theodore Roosevelt IV
Title: Managing Director
-22-
<PAGE>
LEHMAN BROTHERS BANKHAUS
AKTIENGESELLSCHAFT
By: /s/ ROGER BLISSET
---------------------------------
Name: Roger Blisset
Title: Attorney-in-Fact
LEHMAN BROTHERS INTERNATIONAL
(EUROPE)
By: /s/ ROGER BLISSET
---------------------------------
Name: Roger Blisset
Title: Attorney-in-Fact
MITSUBISHI FINANCE INTERNATIONAL PLC
By: /s/ HIROSHI YOSHIMINE
---------------------------------
Name: Hiroshi Yoshimine
Title: Deputy Managing Director
MITSUBISHI BANK (DEUTSCHLAND) GmbH
By: /s/ HIROSHI YOSHIMINE
---------------------------------
Name: Hiroshi Yoshimine
Title: Deputy Managing Director
MITSUBISHI FINANCE (HONG KONG) LTD.
By: /s/ HIROSHI YOSHIMINE
---------------------------------
Name: Hiroshi Yoshimine
Title: Deputy Managing Director
-23-
<PAGE>
MORGAN STANLEY GmbH
By: /s/ T.J. BARDWELL
---------------------------------
Name: T.J. Bardwell
Title: Executive Director
MORGAN STANLEY & CO. INCORPORATED
By: /s/ T.J. BARDWELL
---------------------------------
Name: T.J. Bardwell
Title: Executive Director
MORGAN STANLEY & CO. INTERNATIONAL
LIMITED
By: /s/ T.J. BARDWELL
---------------------------------
Name: T.J. Bardwell
Title: Executive Director
-24-
<PAGE>
EXHIBIT A-1 TO THE
DEALER AGREEMENT
Form of Dealer Accession Letter
TO: International Bank for Reconstruction and Development
[Date]
Dear Sirs,
International Bank for Reconstruction and Development
GLOBAL MULTICURRENCY NOTE PROGRAM
We refer to the Dealer Agreement dated April 15, 1994 entered into in
respect of the Bank's Global Multicurrency Note Program and made between the
Bank and the Dealers party thereto (which agreement, as amended from time to
time, is herein referred to as the "Dealer Agreement"). Capitalized terms not
defined herein shall have the meanings specified in the Dealer Agreement.
CONDITIONS PRECEDENT
We confirm that we are in receipt of the documents referenced below:
- a copy of the Dealer Agreement, duly executed by the parties thereto;
- a copy of each of the Fed Fiscal Agency Agreement and the Global Agency
Agreement, duly executed by the parties thereto;
- the Prospectus, in such numbers of copies as we have reasonably required;
- a copy of each of the most recently delivered documents referred to in
Section 7 of the Dealer Agreement:
- Officer's Certificate of the Bank (Section 7(a))
- Validity Opinion of Bank Counsel (Section 7(b))
- Validity Opinions of Counsel to the Dealers (Section 7(c))
- Disclosure Letter of Bank Counsel (Section 7(d)(i))
- Disclosure Letter of Sullivan & Cromwell (Section 7(d)(ii))
- Accountants' Letter (Section 7(e));
- a letter from each of the legal advisers and the accountants referred to
in Section 7 of the Dealer Agreement addressed to us and giving us full
benefit of the existing legal opinions and accountants' letter as of the
respective dates of such existing legal opinions and accountants' letter;
and we have found them to our satisfaction.
For the purposes of the Dealer Agreement our Notice details are as
follows:
[INSERT NAME, ADDRESS, ATTENTION, TELEPHONE, TELEX AND FAX]
<PAGE>
In consideration of the Bank appointing us as a Dealer under the
Dealer Agreement we hereby undertake, for the benefit of the Bank and each of
the other Dealers, that we will perform and comply with all the duties and
obligations expressed to be assumed by a Dealer under or pursuant to the Dealer
Agreement.
This letter is governed by, and shall be construed in accordance with,
New York law.
Yours faithfully,
[Name of new Dealer]
By:
----------------------------------
Name:
Title:
-2-
<PAGE>
EXHIBIT A-2 TO THE
DEALER AGREEMENT
Form of Appointment Letter
To: [Name and address of new Dealer]
[Date]
Dear Sirs,
International Bank for Reconstruction and Development
GLOBAL MULTICURRENCY NOTE PROGRAM
We refer to the Dealer Agreement dated April 15, 1994 (which
agreement, as amended from time to time, is herein referred to as the "Dealer
Agreement") entered into in respect of the above Global Multicurrency Note
Program and hereby acknowledge receipt of your Dealer Accession letter to us
dated _____________________.
In accordance with Section 1(b) of the Dealer Agreement we hereby
confirm that, with effect from the date hereof, you shall become a party to the
Dealer Agreement, vested with all the authority, rights, powers, duties and
obligations of a Dealer as if originally named as a Dealer under the Dealer
Agreement.
Yours faithfully,
International Bank for Reconstruction and Development
By:
--------------------------------
Title:
-----------------------------
cc: [Global Agent] [Fed Fiscal Agent]
[Each Current Sponsoring Dealer]
<PAGE>
EXHIBIT B TO THE
DEALER AGREEMENT
Form of One-Time Appointment Letter
[Address]
[Date]
Re: [DETAILS OF NOTES TO BE ISSUED]
Dear Sirs:
We hereby confirm that, in consideration for your agreeing to distribute the
above issue of Notes under the Global Multicurrency Note Program of the
International Bank for Reconstruction and Development (the "Bank"), for the
purposes of this issue only, we will treat you in all respects as a Dealer under
the Dealer Agreement dated April 15, 1994 (the "Dealer Agreement"), a copy of
which has been delivered to you, and you will enjoy all rights and benefits, and
be subject to all the obligations, of Dealer as set out in the Dealer Agreement.
Also, copies of the following documents have been delivered to you:
- a copy of each of the Fed Fiscal Agency Agreement and the Global Agency
Agreement, duly executed by the parties thereto;
- the Prospectus, in such numbers of copies as you have reasonably
required;
- a copy of each of the most recently delivered documents referred to in
Section 7 of the Dealer Agreement:
- Officer's Certificate of the Bank (Section 7(a))
- Validity Opinion of Bank Counsel (Section 7(b))
- Validity Opinions of Counsel to the Dealers (Section 7(c))
- Disclosure Letter of Bank Counsel (Section 7(d)(i))
- Disclosure Letter of Sullivan & Cromwell (Section 7(d)(ii))
- Accountants' Letter (Section 7(e));
- a letter from each of the legal advisers and the accountants referred to
in Section 7 of the Dealer Agreement addressed to you and giving you full
benefit of the existing legal opinions and accountants' letter as of the
respective dates of such existing legal opinions and accountants' letter;
[IF APPOINTED AS AGENT OF THE BANK, ADD THE FOLLOWING --
You recognize that, in connection with this issue, you are acting as the Bank's
agent and not as principal.]
You acknowledge that such appointment is limited to this particular issue of
Notes and that such appointment will terminate upon issue of the relevant Notes,
but without prejudice to any of your rights (including, without limitation, any
indemnification rights), duties or obligations which have arisen prior to such
termination.
<PAGE>
Please confirm your acceptance of the following by signing this letter and
returning it to us.
Yours faithfully,
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
By:
--------------------------------------
Confirmed on behalf of [Dealer]
By:
--------------------------------------
cc: [Global Agent] [Fed Fiscal Agent]
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<PAGE>
EXHIBIT C TO THE
DEALER AGREEMENT
Form of Terms Agreement
TERMS AGREEMENT NO. _____ UNDER
THE DEALER AGREEMENT
_____________, 199_
International Bank for Reconstruction
and Development
1818 H Street, N.W.
Washington, D.C. 20433
Attention: __________________
[The] undersigned agree[s] to purchase from you (the "Bank") the
Bank's _________________________________________________________ (the "Notes")
described in the Pricing Supplement, dated as of the date hereof [in the form of
Annex I hereto] (the "Pricing Supplement") at 11:00 a.m. __________ time on
__________________ (the "Settlement Date") at an aggregate purchase price of
________________ (which is _______% of the aggregate principal amount of the
Notes) on the terms set forth herein and in the Dealer Agreement, by and between
the Bank and the other parties named therein (the "Dealer Agreement"),
incorporated herein by reference. In so purchasing the Notes, [each of] the
undersigned understands and agrees that it is not acting as an agent of the Bank
in the sale of the Notes.
When used herein and in the Dealer Agreement as so incorporated, the
term "Notes" refers to the Notes as defined herein. All other terms defined in
the Prospectus, the Pricing Supplement relating to the Notes and the Dealer
Agreement shall have the same meaning when used herein.
The Bank represents and warrants to us that the representations,
warranties and agreements of the Bank set forth in Section 2 of the Dealer
Agreement (with the "Prospectus" revised to read the "Prospectus as amended and
supplemented with respect to Notes at the date hereof") are true and correct on
the date hereof.
The obligation of [each of] the undersigned to purchase Notes
hereunder is subject to the continued accuracy, on each date from the date
hereof to and including the Settlement Date, of the Bank's representations and
warranties contained in the Dealer Agreement and to the Bank's performance and
observance of all applicable covenants and agreements contained therein. [ADD
THE FOLLOWING IF APPLICABLE:-- The obligation of the undersigned to purchase
Notes hereunder is further subject to the receipt by the undersigned of the
officer's certificate of the Bank referred to in Section 7(a) of the Dealer
Agreement].
<PAGE>
[ADDITIONAL TERMS -- THE FOLLOWING PARAGRAPHS 1 THROUGH 7 MAY BE USED (IN WHOLE
OR PART) FOR SYNDICATED OFFERINGS:
1. The Bank agrees that it will issue the Notes and the [Managers]
[Dealers] named below [OPTION #1-- severally and not jointly]
[OPTION #2-- jointly and severally] agree to purchase the Notes
at the purchase price specified above (being equal to the issue
price of ____ percent less a management and underwriting fee of
____ percent of the principal amount and a selling concession of
____ percent of the principal amount, if applicable).
[IF OPTION #1, INSERT--
The respective principal amounts of the Notes that each of the
[Managers] [Dealers] commits to underwrite are set forth opposite
their names below:
NAME PRINCIPAL AMOUNT
---- ----------------
]
2. The purchase price specified above will be paid by the Lead
Manager named below on behalf of the [Managers] [Dealers] by
[wire transfer in same-day funds] [other] to the Bank on the
Settlement Date.
3. In accordance with the provisions of Section 4(f) of the Dealer
Agreement, the [Managers] [Dealers] have appointed the Lead
Manager named below as Stabilizing Manager with respect to this
issue of Notes.
4. The Bank hereby appoints each [Manager] [Dealer] which is not a
party to the Dealer Agreement (each an "Additional Dealer") as a
Dealer under the Dealer Agreement solely for the purpose of the
issue of Notes to which this Terms Agreement pertains. Each such
Additional Dealer shall be vested, solely with respect to this
issue of Notes, with all authority, rights and powers of a Dealer
purchasing Notes as principal pursuant to the Dealer Agreement, a
copy of which it acknowledges it has received.
5. In consideration of the Bank appointing [the] [each] Additional
Dealer as a Dealer solely with respect to this issue of Notes,
[the] [each] Additional Dealer hereby undertakes for the benefit
of the Bank and each of the other Dealers, that, in relation to
this issue of Notes, it will perform and comply with all of the
duties and obligations expressed to be assumed by a Dealer under
the Dealer Agreement.
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<PAGE>
6. Each Additional Dealer acknowledges that such appointment is
limited to this particular issue of Notes and is not for any
other issue of Notes of the Bank pursuant to the Dealer Agreement
and that such appointment will terminate upon issue of the
relevant Notes, but without prejudice to any rights (including,
without limitation, any indemnification rights), duties or
obligations of such Additional Dealer which have arisen prior to
such termination.
For purposes hereof, the notice details of each Additional Dealer
are as follows:
[____________
____________
____________
____________
Attention: _________________
Telephone: _____________
Telex: ______________
Fax: _______________. ]
[IF OPTION #1, INSERT--
7. If a default occurs with respect to one or more of the several
underwriting commitments to purchase any Notes under this
Agreement, [Managers] [Dealers] who have not defaulted with
respect to their respective several underwriting commitments will
take up and pay for, as nearly as practicable in proportion to
their respective several underwriting commitments, Notes as to
which such default occurred, up to but not exceeding in the
aggregate 10% of the principal amount of the Notes for which the
non-defaulting [Managers] [Dealers] were originally committed;
provided, however, that if the aggregate principal amount of
Notes as to which such default occurred exceeds 9.0909% of the
principal amount of the Notes, the non-defaulting [Managers]
[Dealers] shall be entitled to terminate this Agreement without
any liability on the part of any non-defaulting [Managers]
[Dealers]. Nothing herein will relieve a defaulting [Manager]
[Dealer] from liability for its default.] ]
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<PAGE>
All notices and other communications hereunder shall be in writing and
shall be transmitted in accordance with Section 12 of the Dealer Agreement.
This Terms Agreement shall be governed by and construed in accordance
with the laws of New York.
This Terms Agreement may be executed by any one or more of the parties
hereto in any number of counterparts, each of which shall be deemed to be an
original, but all such respective counterparts together shall constitute one and
the same instrument.
-------------------------------
By:
---------------------------
Name:
Title:
[AND/OR]
[INSERT MANAGERS]
(the "Managers")
By: [INSERT LEAD MANAGER]
(the "Lead Manager")
By:
---------------------------
Name:
Title:
CONFIRMED AND ACCEPTED, as of the
date first written above:
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
By:
-----------------------------
Name:
Title:
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<PAGE>
EXHIBIT D TO THE
DEALER AGREEMENT
[ANNEX I TO TERMS AGREEMENT NO. ____]
FORM OF PRICING SUPPLEMENT
Pricing Supplement
[and Supplemental Prospectus]
[LOGO]
International Bank for Reconstruction and Development
Global Multicurrency Note Program
No: [ ]
[Title of Issue of Notes]
[Dealer Name(s)]
The date of this Pricing Supplement is [ Issue Date ].
<PAGE>
This document ("Pricing Supplement") is issued to give details of an
issue by International Bank for Reconstruction and Development (the "Bank")
under its Global Multicurrency Note Program [and to provide information
supplemental to the Prospectus referred to below].
This Pricing Supplement supplements the terms and conditions in, and
incorporates by reference, the Prospectus dated [ ], and all documents
incorporated by reference therein (the "Prospectus"), and should be read in
conjunction with the Prospectus. Unless otherwise defined in this Pricing
Supplement, terms used herein have the same meaning as in the Prospectus.*
TERMS AND CONDITIONS**
The following items under this heading "Terms and Conditions" are the
particular terms which relate to the issue the subject of this Pricing
Supplement. These are the only terms which form part of the form of Notes for
such issue.**
[Include whichever of the following apply]
1. No.: [Number]
2. Aggregate Principal Amount: [Amount]
3. Issue Price: [Price]
4. Issue Date: [Date]
5. Form of Notes
(Condition 1(a)): [Registered only/Fed
Bookentry only/Bearer
only/Bearer and Registered]
6. Authorized Denomination(s)
(Condition 1(b)): [Currency and Amount(s)]
- ---------------------------
* This paragraph should be deleted in the case of issues of DM denominated
Notes (a) with denominations of less than DM250,000 or (b) which are
globally cleared and settled ("Qualifying DM Issues").
** This paragraph and the caption "Terms and Conditions" should be deleted
for Qualifying DM Issues. The entire Terms and Conditions for such issues
should be set out at item number 32.
-2-
<PAGE>
7. Specified Currency
(Condition 1(d)): [Currency of Denomination]
8. Specified Principal
Payment Currency
(Conditions 1(d) and 7(i)): [Currency]
9. Specified Interest
Payment Currency
(Conditions 1(d) and
7(i)): [Currency]
10. Maturity Date
(Conditions 1(a) and
6(a); Fixed Interest
Rate and Zero Coupon): [Date]
11. Redemption Month
(Condition 6(a);
Variable Interest
Rate): [Month and year]
12. Interest Basis
(Condition 5): [Fixed Interest Rate
(Condition 5(I))/Variable
Interest Rate (Condition
5(II))/Zero Coupon
(Condition 5(IV))]
13. Interest Commencement
Date (if different
from the Issue Date)
(Condition 5(III)): [Date]
14. Fixed Interest Rate
(Condition 5(I)):
(a) Calculation Amount: [Amount]
(b) Interest Rate: [ ] percent per annum
(c) Fixed Rate Interest
Payment Date(s): [Date(s)]
(d) Initial Broken Amount: [Amount per currency and
denominations]
(e) Final Broken Amount: [Amount per currency and
denominations]
(f) Fixed Rate Day Count
Fraction(s) if not 30/360
basis: [Fraction]
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<PAGE>
15. Variable Interest Rate
(Condition 5(II)):
(a) Calculation
Amount: [Amount]
(b) Business Day
Convention: [FRN Convention (ONLY if Specified
Interest Period is expressed in
months)/Modified Following
Business Day Convention/Following
Business Day Convention/Other
(specify)]
(c) Specified
Interest Period: [Number of days, weeks or months]
(d) Interest Payment
Date(s): [Dates]
(e) Reference
Rate(s): [Specify, indicating whether bid,
offer or mean]
(f) Primary Source
for Interest Rate
Quotations for
Reference
Rate(s): [Relevant Screen Service/Reference
Banks]
(g) Specified Screen
Page: [Specify]
(h) Reference Banks: [Specify]
(i) Calculation Agent (if not
the Global Agent): [Specify]
(j) Interest
Determination
Date: [Specify Number of Days]
16. Basis of Calculation of Variable
Interest Rate and Interest Payment
Dates and default interest where
Condition 5(II)(b)(i) to (vii) do
not apply (Conditions 5(II)(b)): [Give Details]
17. Other Variable Interest Rate Terms
(Condition 5(II) and (III)):
(a) Minimum Interest Rate: [Percent]
(b) Maximum Interest Rate: [Percent]
(c) Spread: [+/-[ ] percent per annum]
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<PAGE>
(d) Spread Multiplier: [Specify]
(e) Variable Rate Day Count
Fraction(s) if not
actual/360: [Specify]
(f) Relevant Banking Center: [Specify]
18. Zero Coupon
(Conditions 5(IV) and 6(c)):
(a) Amortization Yield: [Yield]
(b) Reference Price: [Price]
(c) Basis: [Straightline/Compounded at
[specify] intervals]
(d) Fixed Rate Day Count
Fraction(s) if not 30/360
basis: [Fraction]
19. Relevant Financial Center: [Specify other financial center not
referenced in Condition 5(III)]
20. Relevant Business Day: [Specify other financial center not
referenced in Condition 5(III)]
21. Redemption Amount (if other than
Principal Amount)(Condition 6(a)) [Specify amount above or below par
or otherwise]
22. The Basis of Calculation of the
Variable Redemption Amount
(Condition 6(d)): [Give details]
23. Issuer's Optional Redemption
(Condition 6(e)): Yes/No
(a) Notice Period: [Specify maximum and minimum number
of days for notice period]
(b) Amount: [All or less than all and, if less
than all, minimum amounts]
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<PAGE>
(c) Date(s): [Date(s)]
(d) Early Redemption Amount
(Bank): [Price and other details]
24. Redemption at the Option of the
Noteholders (Condition 6(f)): Yes/No
(a) Notice Period: [Specify maximum and minimum number
of days for notice period]
(b) Deposit Period: [Specify maximum and minimum number
of days for deposit period]
(c) Amount: [All or less than all and, if less
than all, minimum amounts]
(d) Date(s): [Date(s)]
(e) Early Redemption Amount
(Noteholder): [Price and other details]
(f) Withdrawal of Notes: [Give details]
25. Long Maturity Note
(Condition 7(f)): Yes/No
26. Unmatured Coupons Void
(Condition 7(f)): Yes/No
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<PAGE>
27. Talons (Condition 7(h)):
(a) Talons for Future Coupons
to be Attached to
Definitive Bearer Notes: Yes/No
(b) Fixed Rate Interest
Payment Date(s) or Interest
Payment Date(s) on Which
the Talons (if any) Mature: [Dates]
28. Prescription (not applicable if
governing law is New York)
(Condition 8):
(a) Principal [Number of years]
(b) Interest [Number of years]
29. Early Redemption Amount
(including accrued interest, if
applicable) (Condition 10): [Give details]
30. Governing Law: [New York/English/Federal
Republic of Germany]1
31. Process Agent and Address in the
Federal Republic of Germany: [Give details]
32. Additional Provisions Relating to
the Notes OR entire Terms and
Conditions of the Notes: [Give details](2)
OTHER RELEVANT TERMS
1. Listing (if yes, specify Stock
Exchange): [Stock Exchange](3)
2. Details of Clearance System
Approved by the Bank and the
Global Agent and Clearance
and Settlement Procedures: [Give details]
-7-
<PAGE>
3. Syndicated: Yes/No
4. If Syndicated:
(a) Liability: [Several/Joint and Several]
(b) Lead Manager: [Name]
(c) Stabilizing Manager [Name]
5. Commissions and Concessions: [Specific]
6. Codes:
(a) Common Code: [Number]
(b) ISIN: [Number]
(c) CUSIP: [Number]
(d) CINS: [Number]
(e) Other: [Number]
7. Identity of Dealer(s)/Manager(s): [Name(s)]
8. Provisions for Bearer Notes:
(a) Exchange Date: [Date]
(b) Permanent Global Note: Yes/No
(c) Definitive Bearer Notes: Yes/No
(d) Individual Definitive
Registered Notes: Yes/No [If yes, specify
circumstances]
(e) Global Registered Notes: Yes/No [If yes, specify
circumstances]
9. Provisions for Registered Notes:
(a) Individual Definitive
Registered Notes Available on
Issue Date: Yes/No
(b) DTC Global Note(s): Yes/No [If yes, specify number]
-8-
<PAGE>
(c) Other Global Registered
Notes: Yes/No [If yes, specify number]
10. Classification for Liquidity
Arrangements Purposes: [Conventional Notes]
[Structured Notes]
[Exempt Structured Notes]
11. Specified Currency Requirements: [Give details]
12. Other Address at which Bank
Information Available: [Specify]
GENERAL INFORMATION
[The Bank's annual global borrowing resolution for [year] was renewed
on [date].]
[Set out any additions or variations to the selling restrictions.]
[SUPPLEMENTAL PROSPECTUS INFORMATION
The Prospectus is hereby supplemented with the following information,
which shall be deemed to be incorporated in, and to form part of, the
Prospectus.
[Set out here any additional disclosure regarding, for example,
taxation or exchange rate movements, which is considered necessary for the
particular issue.]]
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
By:
----------------------------------
- -------------------------------
1. In the case of Notes that are Qualifying DM Issues, such Notes must be
governed by German law.
-9-
<PAGE>
2. In the case of Qualifying DM Issues, the entire text of the Terms and
Conditions applicable to such Notes shall be set out here in the German
language and an English translation thereof shall be provided if so desired
by the Bank and the Dealer(s).
3. In the case of Notes to be listed on the regulated market of the Frankfurt
Stock Exchange, (i) the Terms and Conditions applicable to such Notes
constitute supplementary listing particulars within the meaning of section
52(2) of the Stock Exchange Admission Regulation and (ii) either such Terms
and Conditions, or a notice stating that such Terms and Conditions are
available free of charge at the office of the paying agent and/or the
Frankfurt office of the Global Agent, is required to be published in the
newspaper BOSEN-ZEITUNG.
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<PAGE>
EXHIBIT E TO THE
DEALER AGREEMENT
SELLING RESTRICTIONS
(a) GENERAL. No action has been or will be taken by the Bank or by
or on behalf of any Dealer in any jurisdiction to allow the Bank or any Dealer
to make a public offering of any of the Notes, or to possess or distribute the
Prospectus or any amendment or supplement thereto issued in connection with the
offering of any of the Notes or any other offering material, in any such
jurisdiction where there are requirements for such purpose to be complied with.
Each Dealer will to the best of its knowledge comply with all relevant laws,
regulations and directives in each jurisdiction in which it purchases, offers,
sells, or delivers Notes or has in its possession or distributes the Prospectus
or any amendment or supplement thereto or any other offering material or any
Pricing Supplement, in all cases at its own expense.
No Dealer is authorized to make any representation or use any
information in connection with the issue, offering and sale of the Notes other
than as contained in the Prospectus, the applicable Pricing Supplement or such
other information relating to the Bank and/or the Notes which the Bank has
authorized to be used.
Selling restrictions may be modified or supplemented by the agreement
of the Bank and the relevant Dealer or Dealers following a change in the
relevant law, regulation or directive. Any such modification or supplement will
be set out in the Pricing Supplement issued in respect of a particular issue of
Notes to which it relates or in a supplement to the Prospectus.
(b) UNITED STATES OF AMERICA. The Notes are not required to be
registered under the U.S. Securities Act of 1933 (the "Securities Act").
However, Notes in bearer form with a maturity of more than one year are subject
to U.S. tax law requirements. Accordingly, with respect to such Notes in bearer
form, each Dealer represents and agrees that:
(1) except to the extent permitted under U.S. Treas. Reg. Section
1.163-5(c)(2)(i)(D) (the "D Rules"),
(a) it has not offered or sold, and during the restricted period
will not offer or sell, Notes in bearer form to a person who is within
the United States or its possessions or to a United States person; and
(b) it has not delivered and will not deliver within the United
States or its possessions definitive Notes in bearer form that are
sold during the restricted period;
(2) it has and throughout the restricted period will have in effect
procedures reasonably designed to ensure that its employees or agents who
are directly engaged in selling Notes in bearer form are aware that such
Notes may not be offered or sold during the restricted period to a person
who is within the United States or its possessions or to a United States
person, except as permitted by the D rules;
(3) if it is a United States person, it is acquiring the Notes in
bearer form for purposes of resale in connection with their original
issuance and if it retains Notes in bearer form for its own account, it
will only do so in accordance with the requirements of U.S. Treas. Reg.
Section 1.163-5(c)(2)(i)(D)(6);
<PAGE>
(4) it has not entered and will not enter into any written
contractual arrangement with respect to the offer or sale of the Notes,
except with its affiliates or with the prior written consent of the Bank;
(5) with respect to Notes in bearer form issued as part of a
"targeted offering", (a) it will offer and sell the Notes in bearer form in
accordance with practices and documentation customary in the designated
foreign country, (b) it will use reasonable efforts to sell the Notes in
bearer form only within the designated foreign country, (c) it has not made
and will not make, and will not consent to the making of, any application
for the listing of the Notes in bearer form on any exchange located outside
the designated foreign country and (d) the issuance of the Notes in bearer
form is subject to guidelines or restrictions imposed by governmental,
banking or securities authorities in the designated foreign country;
(6) with respect to Notes in bearer form issued as part of a
"targeted offering", more than 80 percent of the Notes in bearer form
allotted to it will be offered and sold to persons who are not distributors
by distributors who maintain an office located in the designated foreign
country; and
(7) with respect to each affiliate that acquires from it Notes in
bearer form for the purpose of offering or selling such Notes during the
restricted period, it either (a) repeats and confirms the representations
contained in clauses (1), (2), (3), (4), (5) and (6) on behalf of such
affiliate or (b) agrees that it will obtain from such affiliate for the
benefit of the Bank the representations contained in clauses (1), (2), (3),
(4), (5) and (6).
Terms used in this paragraph have the meanings given to them by the U.S.
Internal Revenue Code and regulations thereunder, including the D Rules. For
purposes of this paragraph, a "targeted offering" shall mean an offering so
designated by the Bank and the "designated foreign country" shall be the foreign
country designated by the Bank in connection with any such targeted offering.
In connection with the offer or sale by a Dealer from its primary
allotment of a Registered Noted that is represented by an interest in a
Temporary Global Note to a person within the United States or its possessions,
as defined for purposes of U.S. Treas. Reg. Section 1.163-5(c)(2)(i)(D), or to
a U.S. person, as defined in Section 7701(a)(30) of the Internal Revenue Code of
1986, as amended, after the relevant Issue Date, promptly after such offer or
sale, such Dealer shall notify the Global Agent of such sale and shall request
that the Global Agent (i) exchange such interest in such Temporary Global Note
for an interest in a DTC Global Note or an individual Definitive Registered Note
and (ii) arrange for delivery of such DTC Global Note or individual Definitive
Registered Note, as the case may be, as soon as practicable thereafter in
accordance with the Global Agency Agreement and the Terms and Conditions of the
Notes.
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<PAGE>
Certain issues of Notes in respect of which any payment is determined
by reference to an index or formula, or to changes in prices of securities or
commodities, or certain other Notes, shall be subject to such additional United
States selling restrictions as the Bank and the relevant Dealer or Dealers may
agree as a term of issuance and purchase of such Notes, as indicated in the
applicable Pricing Supplement. Each Dealer severally agrees that it shall
offer, sell and deliver such Notes only in compliance with such additional
United States selling restrictions.
-3-
<PAGE>
EXHIBIT F TO THE
DEALER AGREEMENT
Form of Calculation Agreement
CALCULATION AGREEMENT dated as of ______________, 199__ between
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the "Bank") and [DEALER]
(the "Calculation Agent", which expression shall include its successors and
assigns).
WHEREAS, The Bank proposes to issue from time to time notes (the
"Notes") pursuant to the terms of a Dealer Agreement dated April 15, 1994 (as
amended from time to time, the "Dealer Agreement") between the Bank and the
other parties named therein relating to the Global Multicurrency Note Program of
the Bank (the "Program"); and
WHEREAS, The Bank wishes to appoint the Calculation Agent as
calculation agency for the purpose of making any determination which it is
required to make pursuant to the Terms and Conditions of the Notes identified in
the applicable Pricing Supplement (the "Conditions") in respect of which it is
appointed as Calculation Agent;
IT IS HEREBY AGREED as follows:-
1. INTERPRETATION. Expressions used and not defined in this
Agreement shall, unless the context otherwise requires, bear the meanings given
to them in the Conditions of the Notes and the Dealer Agreement.
2. APPOINTMENT. In the event that the Calculation Agent agrees to
act as such in relation to a particular issue of Notes, the Bank appoints the
Calculation Agent as its agent for the purposes of making such calculations
and/or determinations in respect of the Notes as are agreed between the Bank and
the Calculation Agent (and set out in the Conditions) on the following terms and
conditions.
3. (a) DUTIES. The Calculation Agent will perform the duties
expressed to be performed by it in the Conditions of the particular issue of
Notes in respect of which it is appointed. In respect of each such appointment,
as soon as practicable after the relevant time on such date as the Conditions
may require any specified amount to be calculated, any quote to be obtained or
any determination or calculation to be made by the Calculation Agent, the
Calculation Agent (i) will determine the relevant interest rate(s) and calculate
the amount of interest payable in respect of the Notes for the relevant interest
period or interest payment date, calculate any other specified amount, obtain
such quote or make such determination or calculation, as the case may be, and
(ii) will cause the interest rate and the amount of interest payable for each
interest period or interest payment date and, if required, the relevant interest
payment date and, if required to be calculated, the amount pertaining to
redemption of the Notes, to be provided to the Global Agent or Fed Fiscal Agent,
as the case may be, and the Bank as soon as possible after their determination
but in no event later than the seventh day thereafter. In performing its duties
under this Clause, the Calculation Agent shall obtain relevant quotes from
appropriate banks or reference agents and/or obtain information from such other
sources as are specified in the Conditions or, in the event that no such
information is available from such sources, as the Calculation Agent shall deem
as appropriate.
(b) CHANGES TO CONDITIONS. The Calculation Agent shall be obliged to
perform only the duties set out specifically in this Agreement and any duties
necessarily
<PAGE>
incidental to them. No implied duties or obligations shall be read into this
Agreement or the Conditions against the Calculation Agent. If the Conditions
are amended on or after a date on which the Calculation Agent accepts any
appointment in a way which affects the duties expressed to be performed by
the Calculation Agent, the Calculation Agent shall not be obliged to perform
such duties as so amended unless it has first approved the relevant change to
the Conditions.
(c) NOTIFICATION OF FAILURE TO MAKE DETERMINATION. If the
Calculation Agent at any material time does not determine the relevant interest
rate(s), amount of interest payable or any specified amount pertaining to the
redemption of the Notes, obtain any quote, or make any other determination or
calculation which it is required to make pursuant to the Conditions, it shall
forthwith notify the Bank and, as the case may be, the Global Agent or Fed
Fiscal Agent.
4. INDEMNITY. The Bank shall, upon presentation of duly documented
evidence, indemnify the Calculation Agent against any loss, liability, cost,
claim, action, demand or expense (including, but not limited to, all costs,
charges and expenses paid or incurred in disputing or defending any of the
foregoing) which it may incur or which may be made against it arising out of or
in relation to or in connection with its appointment or the exercise of its
functions, except such as may result from the breach by it of the terms of this
Agreement or from its own wilful default, gross negligence or bad faith or that
of its officers or employees.
5. (a) CALCULATIONS BINDING. The determination by the Calculation
Agent of any amount or of any state of affairs, circumstance, event or other
matter, or the formation of any opinion or the exercise of any discretion
required or permitted to be determined, formed or exercised by the Calculation
Agent under or pursuant to this Agreement shall (in the absence of manifest
error) be final and binding on the Bank, the Dealers and the holders of the
Notes and Coupons.
(b) NO AGENCY OR TRUST. In acting under this Agreement and in
connection with the Notes the Calculation Agent shall not have any obligations
towards or relationship of agency or trust with any of the holders of the Notes
and Coupons.
(c) TAKING OF ADVICE. The Calculation Agent may consult on any legal
matter any legal adviser selected by it, who may be an employee of or legal
adviser to the Bank, and it shall be protected and shall incur no liability for
action taken, or suffered to be taken, with respect to such matter in good faith
and in accordance with the opinion of such legal adviser.
(d) INFORMATION BELIEVED TO BE GENUINE. The Calculation Agent shall
be protected and shall incur no liability for or in respect of any action taken
or thing suffered by it in reliance upon any document or information from any
electronic or other source reasonably believed by it to be genuine and to have
been signed or otherwise given or disseminated by the proper parties, even if it
is subsequently found not to be genuine or to be incorrect.
-2-
<PAGE>
6. (a) RESIGNATION. The Calculation Agent may resign its
appointment hereunder at any time by giving to the Bank not less than 60 days'
written notice to that effect (which notice may expire on different dates with
respect to different issues of Notes but shall not, in respect of any issue of
Notes, expire less than 30 days before any due date for payment in respect of
that issue of Notes). In the event that the Calculation Agent is unable or
unwilling or otherwise fails to act, the Bank will immediately appoint a leading
bank or investment banking firm engaged in the over-the-counter index options or
swap market to act as its successor. No resignation by the Calculation Agent
shall take effect, nor may the Calculation Agent be removed (save as set out in
this Agreement), until a replacement Calculation Agent has been appointed by the
Bank. The Bank agrees with the Calculation Agent that if, by the day falling
ten (10) days before the expiration of any notice under this Clause 6, the Bank
has not appointed a replacement Calculation Agent, the Calculation Agent shall
be entitled, on behalf of the Bank, to appoint as Calculation Agent in its place
a leading bank or investment banking firm engaged in the over-the-counter index
options or swap market (acting through its principal London office) to which the
Bank shall have no reasonable objection.
(b) TERMINATION OF APPOINTMENT IN CERTAIN EVENTS. The Bank may
forthwith terminate the appointment of the Calculation Agent if (i) at any time
the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or
insolvent, or files a voluntary petition in bankruptcy or makes an assignment
for the benefit of its creditors or consents to the appointment of a receiver,
administrator or other similar official of all or any substantial part of its
property or admits in writing its inability to pay or to meet its debts as they
become due and payable or suspends payment thereof, or if a resolution is passed
or an order made for its winding-up or dissolution, or if a receiver,
administrator or other similar official of itself or all or any substantial part
of its property is appointed, or if an order of any court is entered approving
any petition filed by or against it under the provisions of any applicable
bankruptcy or insolvency laws, or if any public officer takes charge or control
of it or its property or affairs for the purpose of rehabilitation, conservation
or liquidation; or (ii) it fails duly to make any calculation or determination
required to be made by it under this Agreement and the Bank gives it notice that
it intends to appoint a replacement Calculation Agent to make the calculation in
question and subsequent calculations (if any).
(c) NOTICE. The Bank shall give the holders of Notes, in accordance
with the Conditions, and the Global Agent or Fed Fiscal Agent, as the case may
be, not less than 30 days' notice of any such proposed resignation or
termination or, where there is a termination under Clause 6(b), shall give
notice thereof as soon as possible after such termination.
(d) SUCCESSOR CORPORATIONS. Any corporation into which the
Calculation Agent may be merged or converted or any corporation with which the
Calculation Agent may be consolidated or any corporation resulting from any
merger, conversion or consolidation to which the Calculation Agent shall be a
party shall, to the extent permitted by applicable law, be the deemed the
successor Calculation Agent under this Agreement. Notice of any such merger,
conversion or consolidation shall forthwith be given to the Bank.
7. NOTICES. Any notices hereunder shall be in accordance with
Section 12 of the Dealer Agreement.
-3-
<PAGE>
[NOTICE PROVISIONS TO BE SET OUT IN FULL IF CALCULATION AGENT IS
NOT A DEALER:
-------------------
-------------------
-------------------
-------------------
-------------------
Attention:
-------------------
Telephone:
-------------------
Telex:
------------------------
Fax:
--------------------------]
8. GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, New York law.
This Agreement has been entered into on the date stated at the
beginning.
INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
By:
----------------------------------
[DEALER/DEALER'S NOMINEE]
By:
----------------------------------
-4-
<PAGE>
APPENDIX TO CALCULATION AGREEMENT
[Only required where Calculation Agent
is not a relevant Dealer for the relevant issue]
To: [Calculation Agent]
[Date]
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
Global Multicurrency Note Program
We refer to the [Calculation Agency/Dealer] Agreement date as of
[Date] and made between International Bank for Reconstruction and Development
and [[Calculation Agent]/the Dealers named in it] and to the pricing
supplement[s] dated __________________ (the "Pricing Supplement[s]"). We hereby
confirm your appointment as Calculation Agent in relation to the following
issue[s] of Notes in accordance with the terms of the Pricing Supplement[s] and
the Calculation Agent Agreement [scheduled to the Dealer Agreement]:
Please confirm your agreement to your appointment by signing the
acknowledgement at the foot of the enclosed copy of this letter and returning it
to us.
Yours faithfully,
For and on behalf of
INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
By:
----------------------------------
-5-
<PAGE>
We hereby confirm our agreement to our appointment as Calculation
Agent in accordance with the terms of your letter of ________________ of which
the above is a copy.
Yours faithfully,
[Calculation Agent]
By:
----------------------------------
cc: [Global Agent] [Fed Fiscal Agent]
cc: [relevant Dealer[s]]
-6-
<PAGE>
EXHIBIT G TO THE
DEALER AGREEMENT
Form of Letter from the Bank
Notifying of an Increase in the Aggregate Proceeds
Of the Global Multicurrency Note Program
[Date]
To: [Each Current Dealer/Sponsoring Dealer]
Dear Sirs,
International Bank for Reconstruction and Development
GLOBAL MULTICURRENCY NOTE PROGRAM
We hereby notify you, pursuant to Section 14(a) of the Dealer Agreement in
respect of the Bank's Global Multicurrency Note Program, that the aggregate
proceeds of the above Program have been increased to US$[ ] on
___________________________. In accordance with Section 14(a) of the Dealer
Agreement dated April 15, 1994 (as amended from time to time, the "Dealer
Agreement"), we hereby confirm to you that the Bank has received (i) due
authorization from the Bank's Executive Directors and (ii) confirmation from
each of the credit agencies which rate the debt securities of the Bank, that
this proposed increase will not result in either a downgrading or a review of
the Bank's credit rating with possible negative implications by the rating
agencies rating the program.
Terms used in this letter have the meanings given to them in the Dealer
Agreement.
Yours faithfully,
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
By:
----------------------------
<PAGE>
EXHIBIT H TO THE
DEALER AGREEMENT
Form of Substitution Notice
[DATE]
To: [INSERT ALL PARTIES TO THE AGREEMENT AT THAT TIME]
This Substitution Notice relates and is supplemental to the Dealer
Agreement dated April 15, 1994, among International Bank for Reconstruction and
Development and the other parties named therein (as amended or supplemented from
time to time, the "Agreement"). Terms defined in the Agreement shall have the
same meanings herein.
(A) [INSERT NAME OF PRIOR ENTITY] gives [INSERT ALL PARTIES TO THE AGREEMENT AT
THAT TIME] this Substitution Notice pursuant to and for the purpose of
Section 15 of the Agreement so as to take effect in accordance with the
terms thereof on the last date on which a party to the Agreement receives a
Substitution Notice from [INSERT NAME OF PRIOR ENTITY] (the "Effective
Date").
(B) [INSERT NAME OF PRIOR ENTITY] hereby undertakes with [INSERT ALL PARTIES TO
THE AGREEMENT AT THAT TIME] that it will perform all those obligations
which by the terms of the Agreement will be assumed by [INSERT NAME OF NEW
ENTITY] on the Effective Date.
(C) This Substitution Notice and the rights and obligations of the parties
hereunder shall be governed by and construed in accordance with New York
law.
- -------------------------- ---------------------------
Duly authorized for and on Duly authorized for and on
behalf of [NAME OF PRIOR behalf of [NAME OF NEW
ENTITY] ENTITY]
<PAGE>
EXHIBIT I TO THE
DEALER AGREEMENT
[ANNEX 1 TO TERMS AGREEMENT NO. ____]
MUSTER DES KONDITIONENBLATTS
Konditionenblatt
[und Nachtrag zum Prospekt]
[LOGO]
Internationale Bank fur Wiederaufbau and Entwicklung
Globales-Multiwahrungs-Anleihe-Programm
[]
[Bezeichnung der Emission]
[Firma des Dealers]
Das Datum dieses Konditionenblatts ist [Begebungstag]
<PAGE>
Konditionenblatt
- 2 -
Dieses Dokument ("Konditionenblatt") wird ausgegeben, um weitere Angaben uber
eine Emission der Internationalen Bank fur Wederaufbau und Entwicklung (die
"Bank") unter dem Globalen-Multiwahrungs-Anleihe Programm zu machen (und
enthalt erganzende Informationen zu dem Prospekt, auf den weiter unten Bezug
genommen wird)
Dieses Konditionenblatt erganzt die Anleihebedingungen. Der Prospekt mit
Datum [ ] einschliesslich der Dokumente, die durch Bezugnahme Bestandteile
des Prospekts geworden sind (der "Prospekt") wird durch Bezugnahme
Bestandteil dieses Konditionenblatts. Das Konditionenblatt und der Prospekt
mussen zusammen gelesen werden. Sofern Begriffe im Konditionenblatt nicht
anders definiert werden, haben sie die gleiche Bedeutung wie im Prospekt.*
Anleihebedingungen**
Die folgenden Punkte unter dieser Uberschrift "Anleihebedingungen" sind die
besonderen Bedingungen, die fur die Emission gelten, auf die dieses
Konditionenblatt Anwendung findet. Dies sind die einzigen Bedingungen, die
Teil des Musters der Schuldverschreibungen dieser Emission sind.
[Die folgenden Punkte werden aufgenommen, soweit sie Anwendung finden]
1. Nr. [Nummer]
2, Gesamt-Nermbetrag: [Betrag]
3. Begebungspreis: [Preis]
4. Begebungstag: [Datum]
- ---------------
* Dieser Absatz ist zu streichen, falls auf DM lautende
Schuldverschreibungen (a) mit einer Stuckelung von weniger
als DM 250,000,-- ausgegeben werden oder (b) falls diese fur
eine globale Verwahrung und Abwicklung vergesehen sind
("Qualifizierte DM-Emission").
** Dieser Absatz und die Uberschrift "Anleihebedingungen" sind im
Fall einer Qualifizierten DM-Emission zu streichen. Die
gesamten Anleihebedingungen fur solche Emissionen sind dann
unter Nr. 32 wiederzugeben.
<PAGE>
Konditionenblatt
5. Form der Schuldverschreibungen:
(Section 1 (a)) [nur Namens-/nur Fed-
Buchschuld-/nur Inhaber-/
Inhaber- und Namenschuld-
verschreibungen]
6. Zugelassene Stuckelung(en)
(Section 1 (b)): [Wahrung und Betrage]
7. Angebene Wahrung
(Section 1 (d)): [Wahrung der Emission]
8. Angegebene Kapitalzahlungs-
wahrung
(Section 1 (d) und 7 (i)): [Wahrung]
9. Angegebene Zinszahlungs-
wahrung
(Section 1 (d) and 7 (i)): [Wahrung]
10. Falligkeitstermin
(Section 1 (a) und 6 (a);
Festzinssatz und Null-
Kupon): [Datum]
11. Ruckzahlungsmonat
(Section 6 (a); Variabler Zins-
satz): [Monat und Jahr]
12. Verzinsung:
(Section 5): [Festzinssatz (Section 5
(I)/ Variabler Zinssatz
(Section 5)
(II)/Null-Kupon (Section 5
(IV))]
13. Erster Zinslauftag (sofern
verschieden von Begebungs-
tag)
(Section 5 (III)): [Datum]
14. Festzinssatz (Section 5(I)]:
(a) Berechnungsbetrag: [Betrag]
(b) Zinssatz: [ ] Prozent p.a.
(c) Festzinssatzzahlungstag: [Datum/Daten]
(d) Anfanglicher Anteils-
betrag: [Betrag fur jede Wahrung
und Stuckelung]
<PAGE>
-4-
(e) Abschliessender Anteils-
betrag: [Betrag fur jede Wahrung
und Stuckelung]
(f) Festzinstagequotient
sofern nicht 30/360 : [Bruch]
15. Variabler Zinssatz
(Section 5 (II)):
(a) Berechnungsbetrag: [Betrag]
(b) Geschaftstagekonvention: [FRN-Konvention (nur wenn
die Angegebene Zinsperiode
in Monaten ausgedruckt
ist)/Konvention
Folgender Geschaftstag
(Modifiziert)/Konvention
Folgender Geschaftstag/
andere (ausfuhren)]
(c) Angegebebene Zinsperiode: [Anzahl der Tage, Wochen
oder Monate]
(d) Zinszahlungstag: [Datum]
(e) Referenzzinssatz/satze: [ausfuhren, angeben, ob
Brief-, Geld- oder
Mittelkurs]
(f) Primare Referenz fur
Zinsquotierungen: [betreffender Bildschirm-
service, Referenzbanken]
(g) Angegebene Bildschirm-
seite: [auffuhren]
(h) Referenzbanken: [auffuhren]
(i) Berechnungsstelle (wenn
nicht Global Agent): [auffuhren]
(j) Zinsfestlegungstag: [Zahl der Tage angeben]
14. Grundlage fur Berechnung von
Variablen Zinssatz and Zins-
zahlungstagen und Verzugszinsen
fur Falle, in denen Section 5 (II)(b) (i)
bis (vii) nicht Anwendung finden
(Section 5 (II)(b)): [Details angeben]
<PAGE>
- 5 -
17. Andere Bedingungen im Fall von
Variablen Zinssatzen (Section 5 (II)
und (III)):
(a) Zinsuntergrenze: [Prozent]
(b) Zinsobergrenze: [Prozent]
(c) Aufschlag: [Plus/minus [ ] Prozent pro
Jahr]
(d) Aufschlagsmultiplikator: [auffuhren]
(e) Variable-Zinsatz-Tage-
Quotient wenn nichttat-
sachliche Tage/360: [auffuhren]
(f) Massgebliches Bankenzen-
trum: [auffuhren]
18. Null-Kupon
(Section 5 (IV) und 6 (c)):
(a) Emissionsrendite: [Rendite]
(b) Referenzpreis: [Preis]
(c) Basis: [gleichbleibend/Zinses-
zins zu [auffuhren]
Intervallen]
(d) Festzinstagequotient(en),
wenn nicht 30/360 Grund-
lage: [Bruch]
19. Massgeblicher Finanzplatz: [andere Finanzentren, die
nicht in Section 5(III) genannt
sind]
20. Massgeblicher Geschaftstag: [andere Finanzentren auf-
fuhren, die nicht in
Section 5(III) genannt sind]
21. Ruckzahlungsbetrag (wenn
nicht gleich Kapital
(Section 6 (a)): [Betrag uber oder unter
Nennwert oder anders auf-
fuhren]
22. Grundlage fur Berchnung des
Variablen Ruckzahlungsbetrags
(Section 6(d): [Details angeban]
<PAGE>
- 6 -
23. Ruckzahlung auf Verlangen
der Bank (Section 6(e)): Ja/Nein
(a) Kundigungsfrist: [Unter- und Obergrenze
fur Anzahl der Tage der
Kundigungsfrist]
(b) Betrag: [Gesamt- oder Teilbetrag,
wenn Teilbetrag, dann
Mindestbetrag]
(c) Termin(e): [Datum/Daten]
(d) Vorzeitiger Ruckzahlungs-
betrag (Bank): [Preis und andere Einzel-
heiten]
24. Ruckzahlung auf Verlangen eines
Anleiheglaubigers (Section 6(f)): Ja/Nein
(a) Kundigungsfrist: [Unter- und Obergrenze fur
Anzahl der Tage der Kundi-
gungsfrist]
(b) Hinterlegungsfrist: [Unter- und Obergrenze fur
Anzahl der Tage der Hin-
terlegungsfrist]
(c) Betrag: [Gesamt- oder Teilbetrag,
wenn Teilbetrag, dann Min-
destbetrag]
(d) Termin(e): [Datum/Daten]
(e) Vorzeitiger Ruckzahlungs-
betrag (Anleiheglaubiger): [Preis und andere
Einzelheiten]
(f) Zurucknahme der Schuld-
verschreibung: [Einzelheiten angeben]
25. Lang-Falligkeits-Schuldver-
schreibung (Section 7(f)): Ja/Nein
26. Noch nicht fallige Zins-
scheine ungultig: Ja/Nein
27. Erneuerungsscheine
(Section 7 (h)): Ja/Nein
(a) Erneuerungsscheine fur
<PAGE>
- 7 -
zukunftige anhangige
Zinsscheine fur Effektiv-
Inhaberschuldverschreibung: Ja/Nein
(b) Festzinszahlungstag(e)
oder Zinszahlungstag(e),
an denen Erneuerungsscheine
zur Einlosung fallig werden
(sofern vorhanden): [Datum/Daten]
28. Verjahrung (nicht anwendbar,
wenn Recht des Staates New
York anwendbar ist)
(Section 8):
(a) Kapital: [Anzahl der Jahre]
(b) Zinsen: [Anzahl der Jahre]
29. Vorzeitiger Ruckzahlungsbetrag
(inklusive aufgelaufener Zinsen,
falls anwendbar) (Section 10): [Einzelheiten angeben]
30. Anwendbares Recht: [New York/England/Bundes-
republik Deutschland](1)
31. Zustellungsbevollmachtigter
samt Addresse in Deutschland: [Nahere Angaben]
32. Zusatzliche fur die Schuld-
verschreibungen geltenden
Bestimmungen oder gesamte
Anleihebedingungen der Schuld-
verschreibungen: [Nahere Angaben](2)
Andere Relevante Bestimmungen:
1. Zulassung zur Notierung
(wenn ja, Wertpapier-
borse angeben) [Wertpapierborse](3)
2. Genauere Angaben uber
Clearing System, das von der
Bank und dem Global Agent
gebilligt ist und uber Clearing
und Abwicklungsverfahren: [Nahrere Anguben]
3. Syndiziert: Ja/Nein
<PAGE>
- 8 -
4. Wenn syndiziert:
(a) Haftung: [Einzel-/Gesamt-
schuldnerisch]
(b) Federfuhrer: [Name]
(c) Stabilisierungs-Manager: [Name(n)]
5. Kommissionen und Konzessionen [Auffuhren]
6. Kennummern
(a) Common Code: [Nummer]
(b) ISIN: [Nummer]
(c) CUSIP: [Nummer]
(d) CINS: [Nummer]
(e) andere: [Nummer]
7. Dealer(s)/Manager(s): [Namen]
8. Bestimmungen fur Inhaber-
Schuldverschreibungen:
(a) Austauschdatum: [Datum]
(b) Dauerhafte Globalur-
kunde: Ja/Nein
(c) Effektiv-Inhaber-Schuld-
verschreibung Ja/Nein
(d) Einzelne Effektiv-Namens-
Schuldverschreibungen Ja/Nein [Wenn ja, nahere
Umstande angeben]
(e) Global-Namens-Schuldver-
schreibungen Ja/Nein [Wenn ja, nahere
Umstande angeben]
9. Bestimmungen fur Namens-Schuld-
verschreibungen:
(a) einzelne Effektiv-Namens-
Schuldverschreibungen er-
haltlich am Begebungstag: Ja/Nein
(b) DTC Globalurkunde(n): Ja/Nein (wenn ja, Nummer
angeben)
<PAGE>
- 9 -
(c) Andere Global-Namens-
Schuldverschreibungen: Ja/Nein [Wenn ja, Anzahl
angeben]
10. Klassifizierung fur zwecke
der Liquiditatsverein-
barungen: [Normale Anleihen]
[Strukturierte Anleihen]
[Ausgenommene Struktu-
rierte Anleihen]
11. Angegebene Wahrungserfor-
dernisse: [Nahere Angaben]
12. Andere Adresse, bei der In-
formationen uber die Bank
erhaltlich sind: [Auffuhren]
Generalle Informationen
[Der jahrliche Beschluss der Bank uber globale Geldauf-
nahmen fur das Jahr [ ] wurde erneuert am [Datum].
[Irgendwelche Erganzungen oder Abanderungen zu den Ver-
kaufsbeschrankungen auffuhren].
[Erganzende Prospektinformationen]
[Der Prospekt wird durch die folgenden Informationen er-
ganzt, die als in den Prospekt eingeschlossen und als
sein Bestandteil gelten sollen.]
[Hier irgendwelche zusatzlichen Angaben offenlegen, die
wesentlich fur die betreffende Emission sind, wie z.B.
Besteuerung oder Wechselkursverrandeungen]].
INTERNATIONALE BANK FUR WIEDERAUFBAU
UND ENTWICKLUNG
------------------------------------
- ----------------
1. Qualifizierte DM-Emissionen mussen deutschem Recht unterliegen.
2. Bei Qualifizierten DM-Emissionen mussen die gesamten An-
leihebedingungen in deutscher Sprache hier eingefugt
<PAGE>
- 10 -
werden. Wenn von der Bank und dem Dealer(s) oder den
Dealern gewunscht, ist eine englische Ubersetzung der
Anleihebedingungen der deutschen Fassung anzuschliessen.
3. Im Fall von Schuldverschreibungen, die in den geregelten
Markt der Frankfurter Wertpapierborse eingefuhrt werden
sollen, stellen die Anleihebedingungen (i) veranderte
Umstande im Sinne von Section 52 Abs. 2 Borsenzulassungs-
verordnung dar, (ii) und sind in einem Nachtrag in der
Borsen-Zeitung zu veroffentlichen, und zwar entweder
durch den Abdruck der gesamten Anleihebedingungen oder
durch Veroffentlichung eines Hinweises, dass die Anleihe-
bedingungen bei der Zahlstelle und/oder bei der Frank-
furter Niederlassung das Global Agent kostenfrei zur
Verfugung gestellt werden.
<PAGE>
EXHIBIT B
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
Global Multicurrency Note Program
AMENDMENT NO. 1 TO THE DEALER AGREEMENT dated as of August 21, 1996
among the International Bank for Reconstruction and Development (the "Bank") and
the parties listed on the signature pages hereto.
WHEREAS, the Bank and the parties listed on the signature pages hereto
have entered into that certain DEALER AGREEMENT dated as of April 15, 1994 (the
"Original Dealer Agreement"; capitalized terms used but not defined herein shall
have the meaning set forth in the Original Dealer Agreement); and
WHEREAS, the prospectus for the Program dated April 15, 1994 is being
replaced on this date by a prospectus dated the date hereof; and
WHEREAS, in view of the replacement of said prospectus, the parties
wish to make certain amendments to the Original Dealer Agreement;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. AMENDMENT TO THE REFERENCED PROSPECTUS. The third sentence of the
second paragraph on the first page of the Original Dealer Agreement is hereby
deleted and replaced with the following sentence:
"The Notes are more fully described in the prospectus for the Program
dated August 21, 1996 and any replacement prospectus published subsequent
thereto and may be further described either in amendments or supplements
thereto or in separate pricing supplements.".
2. RECOMMENCEMENT OF THE PROGRAM. Section 3 of the Original Dealer
Agreement is hereby deleted and replaced with the following:
"3. RECOMMENCEMENT. The documents required to be delivered under
Section 7 hereof shall be delivered at the office of Sullivan & Cromwell,
1701 Pennsylvania Avenue, N.W., Washington, D.C. 20006, on the date hereof,
or at such other time as the Dealers party hereto on the date hereof and
the Bank may agree in writing (the "Commencement Date").".
3. AMENDMENT TO SECTION 7(c). Section 7(c) of the Original Dealer
Agreement is hereby deleted and replaced with the following:
"(c) The Dealer shall have received on the Commencement Date (but
only if the Dealer is a party hereto on the Commencement Date) an opinion
from Sullivan & Cromwell (and, with respect to any Notes governed by
English law, Linklaters & Paines and, with respect to any Notes governed by
German law, Hengeler Mueller
<PAGE>
Weitzel Wirtz), counsel to the Dealers, dated the Commencement Date,
addressed to such Dealer, with respect to the issue and sale of the Notes
and other related matters as the Dealer(s) may reasonably require, and the
Bank shall have furnished to such counsel such documents as they may
reasonably request for the purpose of enabling them to pass upon such
matters; in addition, solely with respect to any Notes governed by law
other than United States, English or German law, if called for no later
than the date of any Terms Agreement, the Dealer (irrespective of whether
the Dealer is a party hereto on the Commencement Date) shall have received,
on the Settlement Date from legal counsel to the Dealer who is authorized
to opine on matters under such law, an opinion, dated the Settlement Date,
addressed to such Dealer, with respect to the issue and sale of the Notes
and other related matters as the Dealer(s) may reasonably require, and the
Bank shall have furnished to such counsel such documents as they may
reasonably request for the purpose of enabling them to pass upon such
matters;".
4. AMENDMENT TO SECTION 12. Section 12 of the Original Dealer
Agreement is hereby deleted and replaced with the following:
"12. NOTICES. All communications shall be by telex, fax, in writing
delivered by hand or by telephone (to be promptly confirmed by telex or
fax). Each communication will be made to the relevant person at the fax
number, telex number, address or telephone number, in the case of
communication by telex, fax, or in writing, marked for the attention of,
and in the case of a communication by telephone made to, the person from
time to time designated by that party to the others for the purpose. The
initial telephone number, fax number, telex number, address and person so
designated by the Bank and the Dealers are set out below:
International Bank for Reconstruction and Development
1818 H Street, N.W.
Washington, D.C. 20433
Attention: Director, Financial Operations Department
Telephone: 202-458-0741
Telex: 248423
Fax: 202-477-1736
[--DEALERS PLEASE CONFIRM YOUR NOTICE DETAILS--]
Commerzbank Aktiengesellschaft
Global Bonds - Origination
Neue Mainzer Strasse 32-36
60261 Frankfurt am Main
Attention: Head of Supra Coverage
Telephone: 011-4969-1362-2409
Telex: N/A
Fax: 011-4969-1362-3097
-2-
<PAGE>
Commerzbank Capital Markets Corporation
One World Trade Center
Suite 4047
New York, NY 10048
Attention: Head of Fixed Income Trading
Telephone: 212-432-8200
Telex: N/A
Fax: 212-432-0451
Commerzbank (South East Asia) Ltd.
8 Shenton Way #32.01
Treasury Building
Singapore 0106
Attention: Head of Fixed Income Trading
Telephone: 011-65-223-4855
Telex: N/A
Fax: 011-65-225-3943
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Attention: Registration Department
Telephone: 212-902-1000
Telex: 62506 GOLSAC
Fax: 212-902-3000
Goldman, Sachs & Co. oHG
Messe Turm
D-60308 Frankfurt am Main 1
Attention: Medium Term Note Administration
Telephone: 011-4969-7532-1000
Telex: 413059
Fax: 011-4969-7532-2800
Goldman Sachs International
Peterborough Court
133 Fleet Street
London EC4A 2BB
Attention: Euro Medium Note Desk
Telephone: 011-44171-774-2295
Telex: 94012165 GSHH G
Fax: 011-44171-774-2330
-3-
<PAGE>
IBJ International plc
Bracken House
One Friday Street
London EC4M 9JA
Attention: Capital Markets Department
Telephone: 011-44171-236-1090
Telex: 925621 IBJITAG
Fax: 011-44171-236-0484
IBJ Asia Limited
41st Floor, Edinburgh Tower
15 Queen's Road, Central,
Hong Kong
Attention: Mr. Fukui, Capital Markets Department
Telephone: 011-852-521-6502
Telex: 75203 IBJAS HX
Fax: 011-852-810-6455
Industriebank von Japan (Deutschland) AG
Niedenau 13-19
6000 Frankfurt am Main
Attention: Mr. Tsuzawa, Capital Markets
Telephone: 011-4969-714050
Telex: 414939 KOGIND
Fax: 011-4969-725563
Lehman Brothers Bankhaus Aktiengesellschaft
Grueneburgweg 18
60322 Frankfurt am Main
Attention: Money Market Desk
Telephone: 011-4969-153070
Telex: 411758 slagd
Fax: 011-4969-15307-111
Lehman Brothers Inc.
3 World Financial Center, 12th Floor
New York, NY 10285-1200
Attention: Medium-Term Note Department
Telephone: 212-526-2040
Telex: N/A
Fax: 212-528-1718
-4-
<PAGE>
Lehman Brothers International (Europe)
One Broadgate
London EC2M 7HA
Attention: MTN Trading Desk
Telephone: 011-44171-256-8256
Telex: 888881 LEHMAN G
Fax: 011-44171-260-2359
Morgan Stanley & Co. Incorporated
1585 Broadway, 2nd floor
New York, NY 10036
Attention: Manager - Continuously Offered Products
Telephone: 212-761-4000
Telex: N/A
Fax: 212-761-0780
(with a copy to:
Morgan Stanley & Co. Incorporated
1585 Broadway, 34th floor
New York, New York 10036
Attention: Peter Cooper, Investment Banking Information Center
Telephone: 212-761-8385
Fax: 212-761-0260)
Morgan Stanley & Co. International Limited
25 Cabot Square
Canary Wharf
London E14 4QA
Attention: Debt Capital Markets, Transaction Management Group
Telephone: 011-44171-425-7799
Telex: 8812564 MORSTN G
Fax: 011-44171-425-7999
Morgan Stanley Bank AG
Rahmhofstrasse 2-4
60313 Frankfurt am Main
Attention: Debt Capital Markets, Syndicate
Telephone: 011-4969-2166-1310
Telex: 412648
Fax: 011-4969-2166-1399
-5-
<PAGE>
Tokyo-Mitsubishi International plc
6 Broadgate
London EC2M 2AA
Attention: Legal Department
Telephone: 011-44171-577-2802
Telex: 8954381 BISHFI G
Fax: 011-44171-782-9145
Bank of Tokyo-Mitsubishi (Deutschland) Aktiengesellschaft
Mainzer Landstr. 16
60325 Frankfurt am Main
Attention: New Issue Department
Telephone: 011-4969-717-6332
Telex: 413270 TOBKD
Fax: 011-4969-717-6291
Tokyo-Mitsubishi International (HK) Limited
Tower 1, Admiralty Centre
16th Floor, 18 Harcourt Road
Central Hong Kong
Attention: Head of Derivatives Department
Telephone: 011-852-866-9132
Telex: 62053 MFHKLHX
Fax: 011-852-527-1073
A communication will be deemed received (if by fax) when a transmission
report shows that the fax has been sent, (if by telex) when a confirmed
answerback is received at the end of the transmission, (if by telephone)
when made and (if in writing) when delivered, in each case in the manner
required by this Section; PROVIDED, HOWEVER, that any communication which
is received outside business hours or on a non-business day in the place of
receipt shall be deemed received at the opening of business on the next
following business day in such place.".
5. EFFECT ON ORIGINAL DEALER AGREEMENT. Except as expressly modified
by this Amendment No. 1, the Original Dealer Agreement shall remain in full
force and effect.
6. AMENDMENT. This Amendment No. 1 may be amended only by written
agreement of the Bank and Dealers that are party hereto at the time of
amendment.
7. GOVERNING LAW. This Amendment No. 1 shall be governed by, and
construed in accordance with, the laws of the State of New York.
8. COUNTERPARTS. This Amendment No. 1 may be executed in any number
of counterparts, each of which shall be an original and all of which, taken
together, shall constitute one and the same instrument.
-6-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 to the Original Dealer Agreement to be executed by their duly authorized
representatives, all as of the date first above written.
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
By: /s/ D.J. Danker
--------------------------------
Name: D.J. Danker
Title: Senior Manager
Financial Operations Department
COMMERZBANK AKTIENGESELLSCHAFT
By: /s/ Susan O'Neil
----------------------------------
Name: Susan O'Neil
Title:
COMMERZBANK CAPITAL MARKETS CORPORATION
By: /s/ Susan O'Neil
----------------------------------
Name: Susan O'Neil
Title:
COMMERZBANK (SOUTH EAST ASIA) LTD.
By: /s/ Susan O'Neil
----------------------------------
Name: Susan O'Neil
Title:
/s/ Susan O'Neil
----------------------------------
(GOLDMAN, SACHS & CO.)
-7-
<PAGE>
GOLDMAN, SACHS & CO. OHG
By: /s/ Susan O'Neil
----------------------------------
Name: Susan O'Neil
Title:
GOLDMAN SACHS INTERNATIONAL
By: /s/ Susan O'Neil
----------------------------------
Name: Susan O'Neil
Title:
IBJ INTERNATIONAL PLC
By: /s/ Sabah Zubaida
----------------------------------
Name: Sabah Zubaida
Title:
IBJ ASIA LIMITED
By: /s/ Sabah Zubaida
----------------------------------
Name: Sabah Zubaida
Title:
INDUSTRIEBANK VON JAPAN
(DEUTSCHLAND) AG
By: /s/ Sabah Zubaida
----------------------------------
Name: Sabah Zubaida
Title:
LEHMAN BROTHERS INC.
By: /s/ Susan O'Neil
----------------------------------
Name: Susan O'Neil
Title:
-8-
<PAGE>
LEHMAN BROTHERS BANKHAUS
AKTIENGESELLSCHAFT
By: /s/ Susan O'Neil
----------------------------------
Name: Susan O'Neil
Title:
LEHMAN BROTHERS INTERNATIONAL
(EUROPE)
By: /s/ Susan O'Neil
----------------------------------
Name: Susan O'Neil
Title:
MORGAN STANLEY BANK AG
By: /s/ Friedrich Oschmann
----------------------------------
Name: Friedrich Oschmann
Title:
MORGAN STANLEY & CO. INCORPORATED
By: /s/ Mike Rellings
----------------------------------
Name: Mike Rellings
Title:
MORGAN STANLEY & CO. INTERNATIONAL
LIMITED
By: /s/ Susan O'Neil
----------------------------------
Name: Susan O'Neil
Title:
-9-
<PAGE>
TOKYO-MITSUBISHI INTERNATIONAL PLC
By: /s/ Susan O'Neil
----------------------------------
Name: Susan O'Neil
Title:
BANK OF TOKYO-MITSUBISHI
(DEUTSCHLAND) AKTIENGESELLSCHAFT
By: /s/ Susan O'Neil
----------------------------------
Name: Susan O'Neil
Title:
TOKYO-MITSUBISHI INTERNATIONAL
(HK) LIMITED
By: /s/ Susan O'Neil
----------------------------------
Name: Susan O'Neil
Title:
-10-
<PAGE>
EXHIBIT C
GLOBAL AGENCY AGREEMENT
Between
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
and
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
Global Agent
-----------------------------
Dated as of April 15, 1994
-----------------------------
Global Multicurrency Note Program
For Issues of Notes with Maturities of
Three Months or Longer
<PAGE>
TABLE OF CONTENTS
PAGE
----
Section 1. Definitions.................................. 1
Section 2. Issuance of Notes............................ 3
(a) General............................................ 3
(b) Program Limit...................................... 3
(c) Authorization of Terms of an Issue................. 3
(d) Forms of Notes..................................... 4
(e) Denominations...................................... 5
(f) Maturities......................................... 5
(g) Further Issues..................................... 6
Section 3. Global Agent; Registrar; Paying Agents;
Other Agents................................. 6
(a) Appointment........................................ 6
(b) Other Agents....................................... 7
(c) Filing of Reports.................................. 8
(d) Listing of Notes................................... 8
(e) Currency Information............................... 8
Section 4. Execution, Completion, Authentication and
Delivery..................................... 8
(a) Execution.......................................... 8
(b) Authorized Officers................................ 9
(c) Authentication and Completion...................... 9
(d) Delivery of and Payment for Notes.................. 9
(i) Bearer Notes.................................. 10
(ii)Registered Notes.............................. 10
(e) Time-Sharing Terminals............................. 11
(f) The Bank's Representations and Warranties.......... 12
Section 5. Exchange of Global Notes for Other Global
Notes or Definitive Notes.................... 12
(a) Global Bearer Notes................................ 12
(b) Registered Global Notes............................ 17
Section 6. Payments in Respect of Notes................. 18
(a) Payment of Global Agent............................ 18
(b) Notification of Non-payment........................ 19
(c) Payment of Global Agent and Paying Agent(s)........ 19
(d) Reimbursement of Paying Agents..................... 19
(e) Late Payment....................................... 19
(f) Method of Payment to Global Agent.................. 19
(g) Money Held by Global Agent......................... 20
(h) Partial Payments................................... 20
(i) Cancelled Notes.................................... 20
i
<PAGE>
Section 7. Transfers, Exchanges and Replacement of
Notes........................................ 20
(a) Bearer Notes....................................... 20
(b) Definitive Registered Notes........................ 20
(c) Global Notes....................................... 21
(i) DTC Book-Entry Provisions.................... 21
(ii) Euroclear and Cedel Book-Entry Provisions.... 22
(iii)DKV Book-Entry Provisions.................... 22
(d) Coupons and Talons; Date; Rights................... 22
(e) Register........................................... 23
(f) Service Charge..................................... 23
(g) Treatment of "Holder" as Owner..................... 23
(h) Lost, Stolen or Mutilated Notes, Coupons or
Talons............................................. 24
Section 8. Optional Redemption.......................... 25
Section 9. Conditions of Global Agent's Obligations
and Changes in Agents........................ 25
(a) Conditons of Global Agent's Obligations............ 25
(i) Compensation................................ 25
(ii) Indemnification............................. 26
(iii) Documents................................... 26
(iv) No Liability for Interest................... 27
(v) No Liability for Invalidity................. 27
(vi) No Implied Obligations...................... 27
(vii) Account of the Bank......................... 28
(viii)Forwarding of Notices....................... 28
(ix) Consultation with Counsel................... 28
(x) Communication from the Bank................. 28
(b) Changes in Agents.................................. 28
(i) Appointment and Termination of Appointment.. 28
(ii) Resignation................................. 29
(iii) Condition to Resignation and Termination.... 29
(iv) Change of Office............................ 29
(v) Automatic Termination....................... 29
(vi) Delivery of Records......................... 29
(vii) Successor Corporations...................... 30
(viii)Notices..................................... 30
Section 10. Miscellaneous................................ 30
(a) Amendments......................................... 30
(b) Execution of Supplemental Agreements............... 30
(c) Immunity from Payment of Stamp Taxes and Other
Duties............................................. 31
(d) Governing Law...................................... 31
(e) Notice............................................. 31
(f) Counterparts....................................... 32
(g) Cancellation of Unissued Notes..................... 32
ii
<PAGE>
Section 10. Miscellaneous (continued)
(h) Headings........................................... 32
(i) Benefit of Agreement............................... 32
Exhibit A -- Form of Temporary Global Note
Exhibit B -- Form of Permanent Global Note
Exhibit C -- Form of Definitive Bearer Note
Exhibit D -- Form of Coupon
Exhibit E -- Form of Talon
Exhibit F -- Form of Registered Global Note
Exhibit G -- Form of Definitive Registered Note
Exhibit H -- Terms and Conditions of the Notes
Exhibit I -- Form of Certification to be Given by the Euroclear
Operator or Cedel S.A.
Exhibit J -- Form of Certification to be Given by the Euroclear
Operator or Cedel S.A.
Exhibit K -- Form of Calculation Agent Agreement
Exhibit L -- Form of Exchange Agency Agreement
Exhibit M -- Form of Bank Confirmation
iii
<PAGE>
GLOBAL AGENCY AGREEMENT, dated as of April 15, 1994, between
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the "Bank") and MORGAN
GUARANTY TRUST COMPANY OF NEW YORK, a corporation organized under the laws of
New York, as global agent, registrar, exchange agent, transfer agent, principal
paying agent and calculation agent (the "Global Agent") in connection with the
issuance and payment of the Notes referred to in this Agreement. All Exhibits
attached hereto are made a part hereof as if their full text were set forth and
incorporated herein as part of this Agreement.
Section 1. DEFINITIONS.
All capitalized terms used and not otherwise defined herein shall have
the meanings set forth in this Agreement, the Prospectus and the relevant
Pricing Supplement (each as defined herein).
"Agreement" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more agreements
supplemental hereto.
"Authorization" has the meaning specified in Section 2(c) hereof.
"Authorized Officer" has the meaning specified in Section 4 hereof.
"Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions are authorized or
obligated by law to close in the city of the Global Agent's specified office.
"Calculation Agent Agreement" means the agreement appointing Morgan
Guaranty Trust Company of New York or any other agent as Calculation Agent for
Notes issued pursuant to this Agreement, the form of which is attached hereto as
Exhibit K.
"Dealer Agreement" means the Dealer Agreement dated April 15, 1994, as
amended from time to time, among the Bank and the Dealers listed therein.
"Exchange Agency Agreement" means that agreement appointing Morgan
Guaranty Trust Company of New York or any other agent as Exchange Agent for
Notes issued under this Agreement and in the form attached hereto as Exhibit L.
<PAGE>
"Exchange Date" means a day falling, in the case of exchange for
Definitive Bearer Notes, not less than 40 days, and, in the case of exchange for
Definitive Registered Notes or interests in a Registered Global Note, not less
than five days, after the day on which the notice requiring exchange is given
and on which banks are open for business in the city in which the specified
office of the Global Agent is located.
"Global Agent" means Morgan Guaranty Trust Company of New York and any
duly qualified and appointed successor or successors thereto.
"Holder" or "holder" means, with respect to a Registered Note (as
defined herein), a Person in whose name a Note is registered in the Register (as
defined herein) and, with respect to a Bearer Note (as defined herein), the
bearer of such Note.
"Incumbency Certificate" has the meaning specified in Section 4
hereof.
"Notes" shall mean Notes issued under the Program, other than Fed
Bookentry and Definitive Fed Registered Notes, unless the context otherwise
requires.
"Opinion of Counsel" means a written opinion of the Vice President and
General Counsel, the Deputy General Counsel or the Assistant General Counsel,
Finance, of the Bank.
"Paying Agent" means the Global Agent as principal paying agent and
any additional agent authorized by the Bank from time to time to pay the
principal of or interest on any Notes on behalf of the Bank.
"Pricing Supplement" means each supplement to the Prospectus (as
defined herein) setting forth all of the terms and conditions of a particular
issue of Notes the form of which is set forth as Exhibit D to the Dealer
Agreement.
"Prospectus" means the prospectus dated April 15, 1994 describing the
Global Multicurrency Note Program of the Bank, as replaced, amended or
supplemented from time to time.
"Register" has the meaning specified in Section 7 hereof.
"Resolution" means a copy of a resolution certified by an Authorized
Officer of the Bank to have been
2
<PAGE>
duly adopted by the Executive Directors of the Bank and to be in full force
and effect on the date of such certification, and delivered to the Global
Agent.
"Specified Currency" has the meaning specified in Section 2(a) hereof.
"Terms and Conditions" as used herein with respect to a particular
issue of Notes means, unless the context otherwise requires, the basic Terms and
Conditions attached hereto as Exhibit H together with the specific terms and
conditions set forth in the applicable Pricing Supplement.
Section 2. ISSUANCE OF NOTES.
(a) GENERAL. Notes may be either interest bearing at fixed or
variable rates or non-interest bearing and repayable at par or at a specified
amount above or below par or at an amount determined by reference to a formula,
as specified in the applicable Pricing Supplement. Each particular issue of
Notes will be in one or more of registered form, book-entry form or bearer form.
Notes to be denominated in U.S. dollars and issued in book-entry form
will be issued in accordance with a Fiscal Agency Agreement, dated as of
November 30, 1983, as amended from time to time, between the Bank and the
Federal Reserve Bank of New York, as fiscal agent. All other Notes will be
issued in accordance with this Agreement.
Notes may be denominated in any of the currencies set forth below and
any other currency specified in the applicable Pricing Supplement (each a
"Specified Currency"): Australian dollars, Belgian francs, British pounds
sterling, Canadian dollars, Danish kroner, Deutsche mark, ECU, Finnish markka,
French francs, Hong Kong dollars, Irish punts, Italian lire, Luxembourg francs,
Netherlands guilders, New Zealand dollars, Norwegian Krone, Portuguese escudos,
Spanish pesetas, Swedish kronor, Swiss francs and U.S. dollars.
(b) PROGRAM LIMIT. The aggregate principal amount or aggregate gross
proceeds of Notes which may be issued under the Program may be designated by the
Bank from time to time pursuant to a Resolution.
(c) AUTHORIZATION OF TERMS OF AN ISSUE. Prior to the issuance of any
Notes, the terms and conditions applicable to such Notes shall be established by
or pursuant to (i) a Resolution, together with (ii) a certificate of an
3
<PAGE>
officer of the Bank authorized to fix the terms and conditions of an issue of
Notes pursuant to a Resolution, which certificate shall attach the applicable
form(s) of Note and the Pricing Supplement completing the Terms and
Conditions (collectively, an "Authorization").
(d) FORMS OF NOTES. Unless otherwise set forth in the relevant
Authorization, each issue of Notes issued pursuant to this Agreement shall be
issued either as:
(i) Notes in bearer form which shall initially be issued in the form
of a temporary global bearer note substantially in the form of
Exhibit A (a "Temporary Global Note"), which may be exchangeable for,
among other things, (A) a permanent global bearer note, substantially
in the form of Exhibit B (a "Permanent Global Note," and together with
Temporary Global Notes, "Global Bearer Notes") or (B) if and to the
extent set forth in the applicable Pricing Supplement, Notes in
definitive bearer form substantially in the form of Exhibit C
("Definitive Bearer Notes," and, together with Global Bearer Notes,
"Bearer Notes") with or without interest Coupons substantially in the
form of Exhibit D attached and, if applicable, Talons substantially in
the form of Exhibit E attached;
(ii) interests in one or more permanent global registered Notes
substantially in the form of Exhibit F ("Registered Global Notes," and
together with Global Bearer Notes, "Global Notes") or
(iii) Notes in definitive registered form substantially in the form of
Exhibit G ("Definitive Registered Notes," and together with
"Registered Global Notes," "Registered Notes").
The Bank and the Global Agent acknowledge that laws, restrictions or
prescriptions applicable in certain jurisdictions may require other forms of
Notes or modifications to the attached forms of Notes, in certain circumstances
and, in such case, such form will be attached to the relevant Authorization.
Unless otherwise set forth in the applicable Authorization, each
Global Note shall incorporate by reference (1) the Terms and Conditions of the
Notes attached hereto as Exhibit H and (2) the Pricing Supplement for the
relevant issue of Notes. Defined terms used herein shall be construed in
accordance with definitions in the Terms and
4
<PAGE>
Conditions. Each definitive Note will have the Terms and Conditions printed
thereon and will incorporate the additional terms and conditions of the Notes
in the applicable Pricing Supplement which will be attached thereto, provided
that Definitive Bearer Notes to be listed on any stock exchange, if required
by such stock exchange, will have all the Terms and Conditions and the
additional terms and conditions of the Notes in the applicable Pricing
Supplement printed thereon. For an issue of Deutsche mark denominated Notes
which are of denominations of less than DM250,000 or which are intended to be
cleared and settled globally, and which are to be governed by the laws of the
Federal Republic of Germany, the Pricing Supplement will set out the full
text of the terms and conditions applicable to such Notes and the terms and
conditions set out under "Terms and Conditions of the Notes" in the
Prospectus shall not be applicable. Such full text of the terms and
conditions will be in the German language and will be attached to the Global
Note (with an English language translation if deemed appropriate by the Bank
and the relevant Dealer(s)). Bearer Notes denominated in Deutsche mark and
cleared through Deutscher Kassenverein AG ("DKV") will be issued only in
permanent global bearer form.
Notwithstanding the foregoing, Notes may be issued in such other form
or forms as shall be established by or pursuant to the relevant Authorization
and permitted by applicable law. Notes of a particular issue may also have such
additional provisions, omissions, variations or substitutions as are not
inconsistent with the provisions of this Agreement or of the Authorization of
such issue, and may have such letters, numbers or other marks of identification
or such legends or endorsements placed thereon as shall be required by the forms
thereof or as may be required to comply with any law or with any rules made
pursuant thereto or with the rules of any securities exchange or governmental
agency or as may, consistently herewith, be determined by the Authorized
Officers of the Bank executing such Notes, as conclusively evidenced by the
execution thereof.
(e) DENOMINATIONS. Notes will be in such denominations as specified
in the applicable Pricing Supplement.
(f) MATURITIES. Notes may be issued with specified maturities of
three months or longer or with variable maturities and may be subject to early
redemption in whole or in part, as specified in the applicable Pricing
Supplement.
5
<PAGE>
(g) FURTHER ISSUES. The Bank may from time to time without the
consent of Noteholders issue further Notes so as to form a single issue with
outstanding Notes.
Section 3. GLOBAL AGENT; REGISTRAR; PAYING AGENTS; OTHER AGENTS.
(a) APPOINTMENT. The Bank hereby appoints Morgan Guaranty Trust
Company of New York, acting through its corporate trust office at 60 Victoria
Embankment, London EC4Y OJP (and, as may be required by applicable law, any
other corporate trust office thereof in the relevant jurisdiction), as Global
Agent, Exchange Agent, Transfer Agent, Calculation Agent, Registrar and
principal Paying Agent of the Bank in respect of the Notes, upon the terms and
subject to the conditions herein set forth, and Morgan Guaranty Trust Company of
New York hereby accepts such appointment. In addition, unless otherwise agreed
by the Bank, Morgan Guaranty Trust Company of New York, acting through its
relevant office, will act as the custodian or depositary for all Notes in global
form other than Notes cleared through the DKV. Morgan Guaranty Trust Company of
New York in its capacity as Global Agent, and any successor or successors as
global agent qualified and appointed in accordance with Section 9(b) hereof, is
herein called the "Global Agent" and in its capacity as registrar, and any
successor or successors as registrar qualified and appointed in accordance with
Section 9(b) hereof, is herein called the "Registrar." The Global Agent shall
have the powers and authority granted to and conferred upon it in the Notes and
hereby and such further powers and authority to act on behalf of the Bank as may
be mutually agreed upon by the Bank and the Global Agent.
The Bank may appoint one or more Paying Agents for the payment
(subject to applicable laws and regulations) of the principal of (including any
Redemption Amount, Variable Redemption Amount or Early Redemption Amount, if
any, and in the case of Notes the interest basis for which is Zero Coupon, the
Amortized Face Amount or other amount payable in respect thereof) and interest,
if any, on, the Notes of an issue, at such place or places as the Bank may
determine; PROVIDED, HOWEVER, that until the Notes of such issue have been
delivered to the Global Agent for cancellation, or monies sufficient to pay the
principal (including any Redemption Amount, Variable Redemption Amount or Early
Redemption Amount, if any, and in the case of Notes the interest basis for which
is Zero Coupon, the Amortized Face Amount or other amount payable in respect
thereof) and interest, if any, on such Notes have been made available for
6
<PAGE>
payment and either paid or returned to the Bank as provided herein, the Bank
will at all times maintain a Paying Agent and, if and for so long as any Notes
of any issue are listed on any stock exchange, the Bank shall maintain a Paying
Agent at any location such stock exchange may require. Subject to the
provisions of Section 9(b) hereof, the Bank may vary or terminate the
appointment of any Paying Agent at any time and from time to time upon giving
not less than 30 days' written notice to such Paying Agent and to the Global
Agent.
Payments of principal and interest in respect of Registered Notes will
be made by the Global Agent in accordance with the Terms and Conditions of the
applicable Notes.
In respect of the Notes of a particular issue, the Bank shall cause
notice of any resignation, termination of the appointment of the Global Agent or
any other agent and of any change in the office through which any such agent
will act to be given as provided in the terms of such Notes and in accordance
with Section 9(b) hereof.
(b) OTHER AGENTS. The Global Agent may, with the consent of the
Bank, appoint by an instrument or instruments in writing one or more agents to
act in its capacity as Transfer Agent, Exchange Agent, Registrar and/or Paying
Agent hereunder and, with such consent, vary or terminate any such appointment
upon written notice and approve any change in the office through which any such
agent acts. The Bank (by written notice to the Global Agent and the agent whose
appointment is to be terminated) may also terminate any such appointment at any
time. In its acceptance of such appointment, each such agent shall agree to act
as an agent pursuant to the Terms and Conditions of the Notes and this
Agreement, and each agent appointed to act in any capacity shall agree to act as
such pursuant to the provisions of this Agreement.
Pursuant to the Calculation Agent Agreement set forth in Exhibit K
hereto and the Exchange Agency Agreement set forth in Exhibit L hereto, the
Global Agent has been appointed (i) Calculation Agent, for the purpose of
calculating any variable interest rates or other bases for determining the
payment of interest, premium or principal on the Notes from time to time
pursuant to the Calculation Agent Agreement, and (ii) Exchange Agent, for the
purpose of determining exchanges of currencies of such payments from time to
time pursuant to the Exchange Agency Agreement. Notwithstanding the foregoing,
the Bank may appoint a different Calculation Agent for any issue of Notes (which
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may be a Dealer or an affiliate thereof purchasing such Notes), provided that
such other Calculation Agent shall enter into an agreement substantially in the
form of Exhibit K hereto. The relevant Pricing Supplement will set forth the
name of the Calculation Agent, if any, for such issue.
(c) FILING OF REPORTS. The Global Agent shall, on behalf of the Bank
and on the basis of the information and documentation the Global Agent has in
its possession, use all reasonable efforts to submit all reports or information
on a timely basis as may be required from time to time by any applicable law,
regulation or guideline promulgated by any relevant governmental or other
regulatory authority (including, without limitation, the Bundesbank with respect
to Deutsche mark denominated Notes) in respect of the issue and sale of Notes
denominated in the applicable currency subject to the supervision of such
governmental or other regulatory authority.
(d) LISTING OF NOTES. With respect to an issue of Notes which is to
be listed on a stock exchange, the Global Agent will forward to the appropriate
listing agent or such stock exchange, as the case may be, the Pricing Supplement
relating to such issue of Notes in order to obtain the listing of such Notes on
the relevant stock exchange.
(e) CURRENCY INFORMATION. The Bank will promptly notify the Global
Agent, and the Global Agent shall thereafter notify the Dealers, of any change
in circumstances, whether by change in any applicable law or directive or
otherwise, in any relevant jurisdiction the substance of which would effect a
material modification of the requirements applicable to Notes issued by the Bank
in a Specified Currency.
Section 4. EXECUTION, COMPLETION, AUTHENTICATION AND DELIVERY.
(a) EXECUTION. The Notes shall be executed on behalf of the Bank by
one or more officers of the Bank authorized to do so pursuant to a Resolution of
the Bank, whose signatures may be manual or facsimile (an "Authorized Officer").
Notes bearing the manual or facsimile signature of an Authorized Officer shall
bind the Bank, notwithstanding that such person no longer serves as the official
so authorized to execute the Notes prior to the authentication and delivery of
the Notes or was not such an official at the date of execution of such Notes.
The Global Agent shall have no responsibility to the Bank to determine by whom
or
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by what means a facsimile signature may have been affixed on the Notes, or to
determine whether any facsimile or manual signature is genuine or if such
facsimile or manual signature resembles the specimen signatures filed with the
Global Agent by an Authorized Officer.
(b) AUTHORIZED OFFICERS. From time to time the Bank shall furnish
the Global Agent with a certificate of the Bank certifying the incumbency and
specimen signatures of Authorized Officers (the "Incumbency Certificate").
Until the Global Agent receives a subsequent Incumbency Certificate of the Bank,
the Global Agent shall be entitled to rely on the last such Incumbency
Certificate delivered to it for purposes of determining who is an Authorized
Officer.
(c) AUTHENTICATION AND COMPLETION. Each issue of Notes shall be
evidenced by one or more confirmations, substantially in the form of Exhibit M
hereto (a "Bank Confirmation"), signed by an Authorized Officer and delivered to
the corporate trust office of the Global Agent in the relevant jurisdiction. As
instructed by the Bank Confirmation and as specified in the applicable Pricing
Supplement, or pursuant to instructions from an Authorized Officer, the
corporate trust office of the Global Agent in the relevant jurisdiction shall
authenticate and deliver the Notes, each substantially in the forms attached
hereto or as specified in the relevant Authorization. As instructed by a Bank
Confirmation, or pursuant to instructions from an Authorized Officer, prior to
authenticating and delivering any Note, the Global Agent shall complete such
Note with the additional terms specified in the applicable Pricing Supplement.
In addition to the delivery of any such Bank Confirmation to the
Global Agent, the Global Agent shall be entitled to receive from the Bank (i) a
copy of any Opinion of Counsel, relating to the validity of an issue of the
Notes, that the Bank delivers to the relevant Dealer(s) in respect of such
issue, and (ii) if such Opinion of Counsel is not addressed to the Global Agent,
a letter, addressed to the Global Agent, to the effect that the Global Agent may
rely on such Opinion of Counsel to the same extent as if it were addressed to
the Global Agent; PROVIDED, HOWEVER, that the Global Agent shall be entitled to
receive such Opinion of Counsel and reliance letter only if and to the extent
such an Opinion of Counsel is delivered to the relevant Dealer(s).
(d) DELIVERY OF AND PAYMENT FOR NOTES. Payment for an issue of Notes
shall be made to the Global Agent for credit to the account designated by the
Bank for such issue,
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in an amount equal to the issue price of the Notes, less the applicable
Dealer's commission, if any, and any deductible expenses as may be agreed
between the Bank and the relevant Dealer.
(i) BEARER NOTES. Unless otherwise set forth in the applicable
Pricing Supplement, the Global Agent shall deliver each Temporary Global
Note executed and authenticated as provided in this Section 4 to a common
depositary (the "Common Depositary"), for the benefit of the operator of
the Euroclear System ("Euroclear") and Cedel S.A. ("Cedel"), or such other
clearing system specified in the Pricing Supplement and, in the case of
Notes cleared through DKV, to DKV, for credit against payment on the date
of settlement to the respective accounts of the holders of the Notes of the
issue represented by such Temporary Global Note (or to such other accounts
as such holder may direct).
Notes which are to be cleared and settled through DKV will be
represented by a Note in permanent global bearer form. Settlement
procedures applicable to the domestic Deutsche mark market will be followed
for DKV. Notes will be credited to DKV participant securities accounts on
the relevant Issue Date against payment in Deutsche mark in same day funds.
(ii) REGISTERED NOTES. The global or other specific clearance and
settlement procedures that may be available for any issue of Notes will be
specified in the applicable Pricing Supplement.
(A) DEFINITIVE REGISTERED NOTES. The Global Agent shall deliver
each Definitive Registered Note executed and authenticated as provided
in this Section 4 to the applicable Dealer or its consignee for the
benefit of the purchaser of such Note against delivery by such Dealer
of a receipt (in the form prepared by the Global Agent) therefor or,
if so instructed and upon confirmation from the Bank that proper
payment by the purchaser has been made, the Global Agent shall deliver
the Notes directly to the Bank or its consignee for the benefit of the
purchaser of such Notes against delivery of a receipt therefor (in the
form prepared by the Global Agent). Upon the issuance of any
Definitive Registered Note, the Registrar shall record the details of
the person who is designated by the Dealer or the Bank, as the case
may be, as the registered Holder of such Definitive Registered Note.
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Once the Global Agent has delivered Notes to the applicable
Dealer or its designated consignee, the Global Agent shall not be
responsible for any failure by such Dealer or designated consignee to
remit payment for the Notes. If the Global Agent has delivered Notes
directly to the purchaser or its consignee pursuant to instructions
from the Bank, the Global Agent shall not be responsible for any
failure by the purchaser to remit payment for the Notes.
(B) REGISTERED GLOBAL NOTES. Unless otherwise set forth in the
applicable Pricing Supplement, the Global Agent shall hold on deposit
each Registered Global Note executed and authenticated as provided in
this Section 4 as custodian for the clearing system specified in the
applicable Pricing Supplement.
Registered Notes which are to be cleared and settled through The
Depository Trust Company, a New York corporation ("DTC"), will be
represented by a Registered Global Note. Each Registered Global Note
to be held on behalf of DTC (a) shall be registered in the name of
Cede & Co. ("Cede") as DTC's nominee, (b) shall be held by the Global
Agent as custodian for DTC or pursuant to DTC's instructions and (c)
shall bear legends as set forth in Exhibit F hereto.
Upon the issuance of any Registered Global Note to be held on behalf of DTC, the
Registrar or its duly appointed agent shall record Cede, as DTC's nominee, as
the Holder of such Registered Global Note.
(e) TIME-SHARING TERMINALS. If the Bank has elected to give
instructions for the completion and issuance of Notes through a time-sharing
terminal, namely the MORCOM IPA System or such other system as may be available
from time to time, all such instructions shall be given via the time-sharing
terminal by the Bank, provided that instructions may be given by telephone (to
be confirmed by tested telex or tested facsimile sent to the Global Agent or its
duly appointed agent or in writing if the system is inoperative or
inaccessible). Instructions given via the time-sharing terminal shall be
entered as prescribed in the user documentation for such terminal provided by
the Global Agent and as may be agreed by the Bank and the Global Agent. Morgan
Guaranty Trust Company of New York agrees to provide the Bank with access to its
MORCOM IPA System for
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the purposes of issuing instructions relating to the Program and reporting on
Bank issuances under the Program.
(f) THE BANK'S REPRESENTATIONS AND WARRANTIES. Each instruction
given to the Global Agent by the Bank in accordance with this Section 4 shall
constitute a representation and warranty to the Global Agent by the Bank that
the issuance and delivery of the Notes have been duly and validly authorized by
the Bank and that the Notes, when completed, countersigned for authentication
and delivered pursuant hereto, will constitute the valid and legally binding
obligations of the Bank.
Section 5. EXCHANGE OF GLOBAL NOTES FOR OTHER GLOBAL NOTES OR
DEFINITIVE NOTES.
(a) GLOBAL BEARER NOTES. Under the circumstances set forth below,
the Temporary Global Note of a particular issue will be exchangeable in whole or
in part (free of charge to the holder) (A) for interests in the Permanent Global
Note representing Bearer Notes, (B) if and to the extent specified in the
applicable Pricing Supplement, for Definitive Bearer Notes, for Definitive
Registered Notes or for interests in a Registered Global Note, in each case not
earlier than 40 days after the closing date with respect to the offering of the
applicable Notes upon certification by the relevant clearing system as to non-
U.S. beneficial ownership in the form set forth in Exhibit I and (C) if and to
the extent specified in the applicable Pricing Supplement, in certain
circumstances described in paragraph (iii) below, for interests in a Registered
Global Note or for a Definitive Registered Note.
(i) On and after the date that is 40 days after the closing date with
respect to the offering of the applicable Notes, interests in the Temporary
Global Note of a particular issue will, upon presentation thereof by the
Common Depositary to the Global Agent, be exchanged for:
(A) interests in a Permanent Global Note, or
(B) if and to the extent specified in the applicable Pricing
Supplement, directly for (1) a Definitive Bearer Note or Notes, (2)
interests in a Registered Global Note or (3) a Definitive Registered
Note or Notes of such issue,
with respect to that portion of such Temporary Global Note as to which the
Global Agent has received from
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Euroclear or Cedel, as the case may be, a certificate or certificates
in the form of Exhibit I hereto to the effect that it has received in
writing, by tested telex or by electronic transmission a certification
or certifications in substantially the form set forth in Exhibit J
hereto and signed by or on behalf of the person appearing in its
records as the owners of the Temporary Global Note or portions thereof
being exchanged.
Following such presentation, the Global Agent shall authenticate and
deliver to the Common Depositary for the benefit of Euroclear and Cedel,
for credit to the respective accounts of the holders of interests therein,
(A) a Permanent Global Note, or (B) if and to the extent specified in the
applicable Pricing Supplement, directly for (1) a Definitive Bearer Note or
Notes, (2) interests in a Registered Global Note or (3) a Definitive
Registered Note or Notes, of such issue representing the principal amount
initially so exchanged with like terms and provisions as such Temporary
Global Note and shall endorse the Temporary Global Note to reflect the
reduction of its principal amount by the amount so exchanged. Upon any
subsequent exchange of interests in a Temporary Global Note of an issue for
interests in a Permanent Global Note of such issue, the Common Depositary
shall present both such Permanent and Temporary Global Notes to the Global
Agent, and the Global Agent shall endorse the Temporary Global Note to
reflect the reduction in the principal amount represented thereby by the
amount so exchanged and shall endorse the Permanent Global Note to reflect
the corresponding increase in the amount represented thereby.
Notwithstanding the foregoing, the forms of certificates set forth in
Exhibits I and J may be amended from time to time with the consent of the
Bank, the Global Agent and the relevant clearing system to comply with the
certification requirements required by any applicable tax or securities
laws for the purpose of determining the nationality or status of the
beneficial owner or owners of interests in any Temporary Global Note.
(ii) If and to the extent specified in the applicable Pricing
Supplement, on or after any Exchange Date, the holder of the Permanent
Global Note may surrender the Permanent Global Note to or to the order of
the Global Agent. In exchange for the Permanent Global Note, the Bank will
deliver, or cause the delivery of, an equal aggregate principal amount of
duly executed and authenticated Definitive Bearer Notes
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(having attached to them all Coupons and Talons in respect of interest
which has not already been paid on the Permanent Global Note),
security-printed in accordance with any applicable legal and stock
exchange requirements and in or substantially in the form attached
hereto as Exhibit C or such other form specified in the applicable
Authorization. On exchange of the Permanent Global Note, the Bank
will, if the holder so requests, ensure that it is cancelled and
returned to the holder together with the relevant Definitive Bearer
Notes.
(iii) In the event that a Registered Note that is represented by an
interest in the Temporary Global Note is offered or sold after the closing
date with respect to the offering of such Note by a Dealer from its primary
allotment to a person within the United States or its possessions, as
defined for purposes or Treasury Regulations Section 1.163-5(c)(2)(i)(D),
or to a U.S. person, as such term is defined in Section 7701(a)(30) of the
Internal Revenue Code of 1986, as amended, in accordance with the
provisions of the Dealer Agreement, then, as soon as practicable after
receipt by the Global Agent of notification and a request from a Dealer in
accordance with Section (b) of Exhibit E of the Dealer Agreement, the
Global Agent shall request that the Common Depositary for Euroclear and
Cedel present the Temporary Global Note to the Global Agent for endorsement
to reflect the reduction in the principal amount represented thereby by the
amount to be exchanged for interests in a Registered Global Note or for
Definitive Registered Notes. Upon such endorsement, the Global Agent shall
authenticate, issue and deliver such Registered Global Notes or Definitive
Registered Notes to (A) DTC or such other applicable clearing system (to
the extent permitted by such clearing system) or (B) the Dealer or its
designee, as applicable, in accordance with such Dealer's request, and the
Registrar shall enter such Notes on the Register.
(iv) If and to the extent specified in the applicable Pricing
Supplement, the Permanent Global Note or Definitive Bearer Note or Notes
also will be exchangeable in whole or in part (free of charge to the
holder) for interests in a Registered Global Note or for a Definitive
Registered Note or Notes on or after the Exchange Date. Upon written
notification of a Holder requesting that an interest in a Permanent Global
Note or a Definitive Bearer Note or Notes be exchanged for a Definitive
Registered Note or Notes or
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interests in a Registered Global Note of the same issue, and if such
Note to be exchanged is a Definitive Bearer Note, upon surrender of
such Definitive Bearer Note or Notes to be exchanged (together with all
unmatured Coupons and Talons, if any, relating to it, unless such
Definitive Bearer Note is surrendered for exchange after the Record
Date for any payment of interest, in which case the Coupon in respect
of that payment of interest need not be surrendered with such Note) to
the specified office of the Registrar, its duly authorized agent or any
other transfer agent, the Global Agent shall, as soon as practicable,
(A) in the case of exchange of interests in a Permanent Global Note,
request that the Common Depositary for Euroclear and Cedel present such
Permanent Global Note to the Global Agent for endorsement to reflect
the reduction in the principal amount represented thereby by the amount
to be exchanged for interests in a Registered Global Note or for
Definitive Registered Notes of the same issue or (B) in the case of
exchange of a Definitive Bearer Note or Notes, cancel such Definitive
Bearer Note or Notes to be exchanged, together with all Coupons and
Talons, if any, attached thereto. Upon such endorsement or
cancellation, as the case may be, the Global Agent shall authenticate,
issue and deliver such Registered Global Note or Definitive Registered
Note or Notes of the same issue to DTC (or such other applicable
clearing system) or the Holder, as applicable, in accordance with such
Holder's request, and the Registrar shall register such Notes on the
Note Register. No such exchanges, however, will be made by the Global
Agent, and no Noteholder may require such an exchange, during the
period of 15 days ending on the due date for any payment of principal
on that Note.
(v) The Permanent Global Note (other than Notes in certain Specified
Currencies, including, without limitation, Deutsche mark denominated Notes)
is exchangeable in whole (free of charge to the Holder) for Definitive
Bearer Notes if the Permanent Global Note is held on behalf of a clearing
system and such clearing system is closed for business for a continuous
period of 14 days (other than by reason of holidays, statutory or
otherwise) or announces an intention permanently to cease business or does
in fact do so, by such Holder giving notice to the Global Agent, in which
case the Global Agent shall authenticate and deliver for each portion of
such Permanent Global Note presented for exchange an equal aggregate
principal amount of Definitive Bearer Notes of the same issue with like
terms and provisions as the portion of such
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Permanent Global Note to be exchanged, together with all Coupons and
Talons, if any, attached thereto. The Global Agent shall deliver such
Definitive Bearer Notes outside the United States for or on behalf of
the beneficial owner thereof. Any Definitive Bearer Note delivered in
exchange for an interest in the Permanent Global Note shall bear the
same legends as are set forth on the face of the Permanent Global Note
for which it was exchanged.
(vi) Until exchanged in full, a Temporary or Permanent Global Note of
a particular issue shall in all respects be entitled to the same benefits
under this Agreement as Definitive Bearer Notes of such issue authenticated
and delivered hereunder, except that principal (including any Redemption
Amount, Variable Redemption Amount or Early Redemption Amount, if any, and
in the case of Notes the interest basis for which is Zero Coupon, the
Amortized Face Amount or other amount payable in respect thereof) and
interest, if any, owing in respect of a Temporary Global Note will not be
paid unless, prior to each such date on which principal (including any
Redemption Amount, Variable Redemption Amount or Early Redemption Amount,
if any, and in the case of Notes the interest basis of which is Zero
Coupon, the Amortized Face Amount or other amount payable in respect
thereof) or interest, if any, is to be paid, Euroclear or Cedel, as the
case may be, has delivered a certificate or certificates (substantially in
the form set forth in Exhibit I hereto to the effect that Euroclear or
Cedel, as the case may be, has received written certification(s) in
substantially the form set forth in Exhibit J hereto and signed by or on
behalf of the persons appearing in its records as the owner(s) of the
Temporary Global Note or portions thereof being presented for payment. On
or after the date that is 40 days after the closing date with respect to
the offering of the applicable Notes, no payments will be made on a
Temporary Global Note unless exchange for Definitive Bearer Notes,
Definitive Registered Notes or interests in a Permanent Global Note or
Registered Global Note is improperly withheld or refused. If, after any
presentation thereof to the Global Agent, the principal amount of Notes
represented by any Temporary or Permanent Global Note is reduced to zero,
such Temporary or Permanent Global Note shall be surrendered to the
corporate trust office of the Global Agent in the relevant jurisdiction and
shall be immediately cancelled and destroyed or, in the case of the
Permanent Global Note (other than Notes cleared through DKV) and if so
requested by the Holder,
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returned to such Holder by the Global Agent in accordance with the
terms of this Agreement or the Permanent Global Note.
(b) REGISTERED GLOBAL NOTES.
(i) Unless otherwise specified in the applicable Pricing Supplement,
interests in a Registered Global Note deposited with DTC or its nominee or
with a depositary for another clearing system shall be exchanged for
Definitive Registered Notes only if such exchange is permitted by
applicable law and either (A) in the case of a Registered Global Note
deposited with DTC or its nominee, DTC notifies the Bank that it is no
longer willing or able to discharge properly its responsibilities as
depositary with respect to such Registered Global Note, or ceases to be a
"clearing agency" registered under the Securities Exchange Act of 1934, as
amended, or is at any time no longer eligible to act as such and the Bank
is unable to locate a qualified successor within 90 days of receiving
notice of such ineligibility on the part of DTC, (B) in the case of a
Registered Global Note deposited with any other clearing system, if such
clearing system is closed for business for a continuous period of 14 days
(other than by reason of holidays, statutory or otherwise) or announces an
intention permanently to cease business or does in fact do so, (C) the
Bank, upon the request of a Holder, elects to issue individual Definitive
Registered Notes or (D) a Holder has instituted any judicial proceeding in
a court to enforce its rights under the Notes and such Holder has been
advised by counsel that in connection with such proceeding it is necessary
or appropriate for such Holder to obtain possession of the Notes.
(ii) If interests in any Registered Global Note are to be exchanged
for Notes in the form of Definitive Registered Notes pursuant to this
Section 5(b), such Registered Global Note shall be surrendered by DTC or
the other clearing system in which the Registered Global Note has been
deposited to the Registrar to be so exchanged, without charge, and the
Registrar shall authenticate and deliver as soon as practicable upon such
exchange of interests in such Registered Global Note (and in any event
within 45 days after the occurrence of such circumstances), an equal
aggregate principal amount of Definitive Registered Notes. The Definitive
Registered Notes exchanged pursuant to this Section 5(b) shall be
registered by the Registrar in
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such names as DTC or such other clearing system shall direct in writing
in accordance with its records.
(iii) In respect of an issue of Notes sold in primary distribution
both within and outside the United States, an interest in the Registered
Global Note deposited with DTC or its nominee may be exchanged for an
interest in the same or one or more other Registered Global Notes
representing Notes sold outside the United States or interests in a
Registered Global Note representing Notes sold outside the United States
may be exchanged for an interest in the Registered Global Note deposited
with DTC or its nominee upon the request of a Holder to the Registrar, and
the Registrar shall record the relevant decrease and increase in the
principal amounts of such respective Registered Global Notes in the
Register.
(iv) Until exchanged in full, a Registered Global Note of a
particular issue shall in all respects be entitled to the same benefits
under this Agreement as Definitive Registered Notes of such issue
authenticated and delivered hereunder. If, after any presentation thereof
to the Global Agent, the principal amount of Notes represented by any
Registered Global Note of a particular issue is reduced to zero, such
Registered Global Note shall be immediately cancelled and destroyed by the
Global Agent in accordance with the terms hereof.
Section 6. PAYMENTS IN RESPECT OF NOTES
(a) PAYMENT TO GLOBAL AGENT. The Bank will, on each date on which
any payment in respect of the Notes becomes due, transfer to the Global Agent
such amount as may be required for the purposes of such payment. By 10:00 a.m.
(local time in the city of the Global Agent's specified office) on the second
Business Day in the city of the Global Agent's specified office before the due
date for any such payment the Bank will provide irrevocable instructions to the
Global Agent for such payment to be made to the Global Agent. The Global Agent
shall arrange directly with any Paying Agent who may have been appointed by the
Bank pursuant to Section 9(b) hereof for the payment of any amount payable in
respect of the Bearer Notes as set forth herein and in such Bearer Notes.
Notwithstanding the foregoing, where the Authorization expressly so provides,
the Bank may provide directly to a Paying Agent funds for any payment in respect
of Bearer Notes under an agreement with respect to such funds containing
substantially the same terms set forth in this Section and Section 9(b) hereof;
and
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the Global Agent shall have no responsibility with respect to any funds so
provided by the Bank to any such Paying Agent. In this paragraph (a), the date
on which a payment in respect of a Note becomes due means the first date on
which the holder of a Note or Coupon could claim the relevant payment under the
Terms and Conditions of the applicable Note. All payments made hereunder shall
be in accordance with the Terms and Conditions of the applicable Note.
(b) NOTIFICATION OF NON-PAYMENT. The Global Agent will forthwith
notify by telex or other rapid means of communication any other Paying Agent and
the Bank if it has not by the due date for any payment due in respect of the
Notes received the full amount so payable on such date.
(c) PAYMENT BY GLOBAL AGENT AND PAYING AGENT(S). The Global Agent,
in the case of Registered Notes, and the Paying Agents, in the case of Bearer
Notes, will, subject to and in accordance with the Terms and Conditions of the
applicable Note, pay or cause to be paid on behalf of the Bank on and after each
due date therefor the amount due in respect of the Notes and Coupons. If any
payment provided for in paragraph (a) is made late but otherwise in accordance
with this Agreement the Global Agent and the Paying Agents will nevertheless
make such payments in respect of the Notes and Coupons. However, unless and
until the full amount of any such payment has been made to the Global Agent,
none of the Global Agent or the Paying Agents will be bound to make such
payments.
(d) REIMBURSEMENT OF PAYING AGENTS. Subject to the payment to the
Global Agent as provided by paragraph (a) being duly made, the Global Agent will
on demand promptly reimburse each other Paying Agent for payments in respect of
the Notes and Coupons properly made by it in accordance with the provisions of
this Agreement and the applicable Pricing Supplement.
(e) LATE PAYMENT. If the Global Agent has not by the due date for
any payment in respect of the Notes received the full amount payable on such
date but receives it later, it will forthwith give notice on behalf of the Bank
to the other agents and the holders of Notes that it has received such full
amount.
(f) METHOD OF PAYMENT TO GLOBAL AGENT. All sums payable to the
Global Agent hereunder will be paid (i) in immediately available or same day
funds to such account with such bank in the principal financial center of the
currency in which Notes are denominated as the Global Agent may
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specify in a notice to the Bank or (ii) as the Global Agent may from
time to time otherwise specify in a notice to the Bank.
(g) MONEY HELD BY GLOBAL AGENT. The Global Agent may deal with money
paid to it under this Agreement in the same manner as other money paid to it as
a banker by its customers except that (i) it may not exercise any lien, right of
set-off or similar claim in respect of them and (ii) it shall not be liable to
anyone for interest on any sums held by it under this Agreement.
(h) PARTIAL PAYMENTS. If in respect of any payment falling due on a
Note or Coupon only part of the amount payable in respect of it is paid, (i)
with respect to Definitive Bearer Notes, the Paying Agent to whom the Note or
Coupon is presented shall ensure that such Note or Coupon is enfaced with a
memorandum of the amount paid and the date of payment, (ii) with respect to
Permanent Global Notes, a record of each such payment shall be made in the
appropriate schedule to the relevant Permanent Global Note, and (iii) with
respect to Registered Notes, a notation shall be made in the Register of the
amount paid and the date of payment.
(i) CANCELLED NOTES. All Notes surrendered for payment shall be
delivered to the Global Agent. All Notes so delivered shall be promptly
cancelled by the Global Agent. All cancelled Notes held by the Global Agent
shall be destroyed, and the Global Agent shall furnish to the Bank a certificate
with respect to such destruction, other than in the case of Permanent Global
Notes which, if so requested by the Holder, will be returned to such Holder by
the Global Agent in accordance with the terms of this Agreement or the Permanent
Global Note.
Section 7. TRANSFERS, EXCHANGES AND REPLACEMENT OF NOTES.
(a) BEARER NOTES. Title to Bearer Notes, Coupons and Talons shall
pass by delivery. Bearer Notes may be exchangeable for Registered Notes in the
circumstances described in Sections 5(a)(ii) and 5(a)(iii) hereof and in
accordance with the Terms and Conditions of the applicable Note, but Registered
Notes will not be exchangeable for Bearer Notes under any circumstances.
(b) DEFINITIVE REGISTERED NOTES. Subject to such reasonable and
customary regulations as the Bank may from time to time prescribe, transfers of
any Definitive
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Registered Note in whole or in part pursuant to this Section 7(b)
must be made at the office of the Registrar or its duly appointed agent or at
the office of any other transfer agent that may be appointed by the Bank by
delivery of such Definitive Registered Note with the form of transfer thereon
duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Bank and the Registrar or its duly appointed agent or any
such transfer agent, as the case may be, duly executed by the Holder thereof or
such Holder's attorney-in-fact duly authorized in writing. In exchange for any
Definitive Registered Note properly presented for transfer, the Global Agent
shall promptly authenticate and deliver or cause to be authenticated and
delivered at the office of the Registrar or its duly appointed agent or at the
office of any transfer agent, as the case may be, to the transferee or send by
mail (at the risk of the transferee) to such address as the transferee may
request, Definitive Registered Note(s) in the name of such transferee, for the
same aggregate principal amount as shall have been transferred. Subject to the
requirements of minimum denomination set forth in the applicable Pricing
Supplement, in the case of the transfer of any Definitive Registered Note in
part, the Global Agent shall also promptly authenticate and deliver or cause to
be authenticated and delivered at the office of the Registrar or its duly
appointed agent or at the office of any transfer agent, as the case may be, to
the transferor or send by mail (at the risk of the transferor) to such address
as the transferor may request, Definitive Registered Note(s) registered in the
name of the transferor, for the aggregate principal amount that was not
transferred. Definitive Registered Notes may also be exchanged for other
Definitive Registered Notes of the same issue in any authorized denominations
and of equal aggregate principal amount of Notes of such issue, subject to the
requirements of minimum denomination set forth in the applicable Pricing
Supplement. Definitive Registered Notes are not exchangeable for interests in
Registered Global Notes.
(c) GLOBAL NOTES.
(i) DTC BOOK-ENTRY PROVISIONS. Interests in a Registered Global Note
deposited with DTC or its nominee will be transferable in accordance with
the rules and procedures established for that purpose by DTC. Members of,
or participants in, DTC shall have no rights under this Agreement with
respect to any Registered Global Note held on their behalf by DTC, and DTC
or its nominee may be treated by the Bank, any agent hereunder, and any
agent of the Bank or any agent hereunder as the absolute owner of such
Registered
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<PAGE>
Global Note for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Bank, any agent hereunder or
any agent of the Bank from giving effect to any written certification,
proxy or other authorization furnished by DTC or impair, as between DTC and
its participants, the operation of customary practices governing the
exercise of the rights of a Holder of any Note.
(ii) EUROCLEAR AND CEDEL BOOK-ENTRY PROVISIONS. Insofar as interests
in any Global Note are held by participants of Euroclear or Cedel, the
provisions of the "Operating Procedures of the Euroclear System" and the
"Terms and Conditions Governing Use of Participants" of Euroclear and
Cedel, respectively, shall be applicable to such Global Note.
Notwithstanding the foregoing, nothing herein shall prevent the Bank, any
agent hereunder or any other agent of the Bank from giving effect to any
written certification, proxy or other authorization furnished by Euroclear
or Cedel (in the case of any Temporary Global Note, Permanent Global Note
or Registered Global Note deposited therewith) or DTC (in the case of any
Registered Global Note deposited with DTC or its nominee) or impair, as
between Euroclear or Cedel or DTC, as the case may be, and their respective
participants, the operation of customary practices governing the exercise
of the rights of a Holder of any Note.
(iii) DKV BOOK-ENTRY PROVISIONS. Interests in Global Notes deposited
with DKV will be transferable in accordance with the rules and procedures
established for that purpose by DKV.
(d) COUPONS AND TALONS; DATE; RIGHTS. All Definitive Bearer
Notes of a particular issue surrendered for exchange for Registered
Notes of such issue shall have attached thereto all unmatured Coupons
and Talons appertaining thereto. Unless otherwise provided in the
applicable Pricing Supplement, each Note received upon exchange shall
be dated the date of the Note for which it was exchanged. Each Note
executed, authenticated and delivered upon any transfer or exchange for
or in lieu of the whole or any part of any Note shall carry all rights,
if any, to the principal amount (including any Redemption Amount,
Variable Redemption Amount or Early Redemption Amount, if any and in
the case of Notes, the interest basis for which is Zero Coupon, the
Amortized Face Amount or other amount payable in respect thereof) and
to interest, if any, accrued and unpaid and to accrue which were
carried by the whole or such part of such Note. Notwithstanding
anything
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<PAGE>
to the contrary herein contained, any new Definitive Bearer Note shall
have attached thereto such number of Coupons and Talons appertaining to
the Note so submitted for exchange so that neither gain nor loss in
interest shall result solely as a result of such exchange.
(e) REGISTER. The Registrar or its duly appointed agent shall
maintain the definitive record in which shall be recorded the names and
addresses of Holders of Registered Notes, the Note numbers and other details
with respect to the issuance, transfer and exchange of Registered Notes which
record is referred to herein as the "Register." Title to Registered Notes shall
pass upon registration of transfer on the Register.
(f) SERVICE CHARGE. Except as provided in paragraph (h) below, no
service charge shall be made for any registration of transfer. However, in
connection with any such registration of transfer the Bank may require payment
of a sum from the transferee sufficient to cover any applicable stamp tax or
other governmental charge that may be imposed.
(g) TREATMENT OF "HOLDER" AS OWNER. Prior to satisfaction of the
applicable requirements in this Section 7 for registration of transfer, the
Bank, the Global Agent and any Paying Agent may deem and treat the bearer of any
Bearer Note, Coupon (a "Couponholder") or Talon (a "Talonholder") as the
absolute owner thereof, and the registered Holder as appears in the Register of
any Registered Note as the absolute owner of such Note, in each case for the
purpose of receiving payment of the principal of (including any Redemption
Amount, Variable Redemption Amount or Early Redemption Amount, if any, and in
the case of Notes the interest basis for which is Zero Coupon, the Amortized
Face Amount or other amount payable in respect thereof) and interest, if any, on
such Note and for all other purposes whatsoever, provided that each person who
is for the time being shown in the records of Cedel and/or Euroclear, as the
case may be, as the owner of a particular nominal amount of Bearer Notes (in
which regard any certificate or other document issued by Cedel and/or Euroclear,
as the case may be, as to the nominal amount of Notes standing to the account of
any person shall be conclusive and binding for all purposes) shall, subject to
the terms of the relevant Bearer Note, be treated by the Bank and the Global
Agent and any Paying Agent as a holder of such nominal amount of such Bearer
Notes (and the term "Holder" shall be construed accordingly) for all purposes
other than with respect to the payment of principal (including any Redemption
Amount, Variable Redemption Amount
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<PAGE>
or Early Redemption Amount, if any, and if the Note is a Note the
interest basis for which is Zero Coupon, the Amortized Face Amount,
payable in respect thereof) or interest, if any, and any other amounts
payable on such Bearer Notes, the right to which shall be vested, as
against the Bank, the Global Agent and any Paying Agent, solely in the
bearer of the Temporary or Permanent Global Note, in each case whether
or not such Bearer Note shall be overdue, and neither the Bank nor the
Global Agent shall be affected by notice to the contrary.
(h) LOST, STOLEN OR MUTILATED NOTES, COUPONS OR TALONS. In case any
Note, Coupon or Talon shall become mutilated, defaced, destroyed, lost or
stolen, the Bank will execute and, upon the Bank's request, the Global Agent
shall authenticate and deliver a new Note, with appropriate Coupons and/or
Talons attached, if any, having a number not contemporaneously outstanding, of
like tenor and equal principal amount, registered in the same manner, and dated
and bearing interest from the date to which interest has been paid on such
mutilated, defaced, destroyed, lost or stolen Note, in exchange and substitution
for the mutilated or defaced Note (upon surrender and cancellation thereof) or
in lieu of and substitution for the Note destroyed, lost or stolen. In the case
of a destroyed, lost or stolen Note, the applicant for a substituted Note shall
furnish to the Bank and the Global Agent such security or indemnity as may be
required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Bank and the
Global Agent satisfactory evidence of the destruction, loss or theft of such
Note and of the ownership thereof. Mutilated or defaced Notes, Coupons or
Talons must be surrendered before replacements will be issued. The Global Agent
may authenticate any such substituted Note, with appropriate Coupons and/or
Talons attached, if any, and deliver or, in the case of Registered Notes, cause
the Transfer Agent in New York City to deliver the same upon written request or
authorization of any Authorized Representative of the Bank. Upon the issuance
of any substituted Note, the Bank and the Global Agent may require the payment
by the Holder thereof of a sum sufficient to cover any taxes and expenses
connected therewith. In case any Note which has matured or is about to mature
shall become mutilated or defaced or be destroyed, lost or stolen, the Bank may
(if the Holder so agrees), instead of issuing a substitute Note, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated or defaced Note) upon compliance by the Holder with the
provisions of this Section 7, as hereinabove set forth.
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Section 8. OPTIONAL REDEMPTION. In the event that any Note or Notes
permit the Bank to redeem the Note or Notes at its option and the Bank elects to
redeem such Note or Notes, in whole or in part, the Bank shall give written
notice of its intention to exercise such option to the Global Agent of the
principal amount of the Note or Notes to be so redeemed in accordance with the
Terms and Conditions of the applicable Note. At the request of the Bank, the
Global Agent shall cause notice of redemption to be given to the holders in
accordance with the notice requirements set forth in the Notes in the name of
and at the expense of the Bank. In the case of a partial redemption of Notes,
the notice to holders shall also contain the serial or other identifying numbers
of the Notes to be redeemed, which shall have been drawn in such place as the
Global Agent may approve and in such manner as it deems appropriate, subject to
compliance with any applicable laws and stock exchange requirements.
In the event that any Note or Notes permit the holder thereof to
redeem the Note or Notes at such holder's option and the holder elects to redeem
such Note or Notes, such redemption shall be made in accordance with the Terms
and Conditions of the applicable Note. At the request of the Bank, the Global
Agent will cause notice of the period for exercise of such option to be given to
the holders in accordance with the notice requirements set forth in the Notes in
the name of and at the expense of the Bank.
Section 9. CONDITIONS OF GLOBAL AGENT'S OBLIGATIONS AND CHANGES IN
AGENTS.
(a) CONDITIONS OF GLOBAL AGENT'S OBLIGATIONS. The Global Agent
accepts its obligations herein set forth as global agent or as any other agent,
appointed pursuant to Section 3, upon the terms and conditions hereof, including
the following, to all of which the Bank agrees. References to the Global Agent
in (i)-(x) below shall also include any other agent appointed pursuant to
Section 3 hereof.
(i) COMPENSATION. As separately agreed between the Bank and Global
Agent, the Bank agrees promptly to pay the Global Agent the compensation to
be agreed upon with the Bank and to reimburse the Global Agent for the
reasonable out of pocket expenses (including but not limited to counsel
fees) incurred by the Global Agent for all services rendered hereunder
unless and until the Notes become void; PROVIDED, HOWEVER, that, with
respect to monies paid by the Bank and held by the Global Agent in respect
of the principal of, or
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<PAGE>
premium, if any, or interest, if any, on Notes that remain unclaimed at
the end of one year after such principal, premium or interest shall
have become due and payable shall be repaid to the Bank by the Global
Agent; and PROVIDED FURTHER that the Global Agent shall not be required
to repay to the Bank any monies claimed by a Holder of Notes and paid
to such Holder prior to the receipt by the Global Agent of express
instructions from the Bank to repay such unclaimed monies. Upon such
repayment, the trust referred to below with respect to the Notes shall
terminate and all liability of the Global Agent with respect to such
monies shall thereupon cease and the holder of any such Note shall
thereafter, as an unsecured general creditor, look only to the Bank for
payment thereof.
(ii) INDEMNIFICATION. The Bank shall indemnify and hold harmless the
Global Agent, its directors, officers, employees and agents from and
against any and all actions, claims, damages, liabilities, judgments,
losses, costs, charges and expenses (including legal fees and expenses)
relating to or arising out of actions or omissions from actions in any
capacity under this Agreement, the Prospectus and any amendments thereto,
any Pricing Supplement and the Notes, except actions, claims, damages,
liabilities, judgments, losses, costs, charges and expenses caused by the
negligence or willful misconduct of the Global Agent, its directors,
officers, employees or agents. The Global Agent shall incur no liability
and shall be indemnified and held harmless by the Bank for any error of
judgment made in good faith by the officers and employees of the Global
Agent. The Global Agent shall incur no liability and shall be indemnified
and held harmless by the Bank for, or in respect of, any actions taken,
omitted to be taken or suffered to be taken in good faith by the Global
Agent in reliance upon (A) a written Opinion of Counsel or (B) any
instruction from an Authorized Officer of the Bank. The obligations of the
Bank under this Section 9(a)(ii) shall survive the termination of this
Agreement, including any termination of this Agreement pursuant to any
applicable bankruptcy or insolvency law.
(iii) DOCUMENTS. The Global Agent shall be protected and shall incur
no liability for or in respect of any action taken, omitted to be taken or
anything suffered by it in reliance upon any Note, notice, direction,
consent, certificate, affidavit, statement or other paper or document
(including telex or facsimile transmission) reasonably believed by it to
26
<PAGE>
be genuine and to have been signed by the proper parties.
The Global Agent may rely and shall be fully protected in their
reliance upon any telephonic or other instructions which shall include any
instructions given by facsimile or through a time-sharing terminal given by
the Bank pursuant to this Agreement which the Global Agent believes in good
faith to have been given by an Authorized Officer.
(iv) NO LIABILITY FOR INTEREST. The Global Agent shall not be under
any liability for interest on any monies at any time received or held by it
pursuant to any of the provisions of this Agreement or of any of the Notes.
(v) NO LIABILITY FOR INVALIDITY. The recitals contained herein and
in the Notes (except in the Global Agent's certificates of authentication
of the Notes) shall be taken as the statements of the Bank, and the Global
Agent assumes no responsibility for the correctness of the same. The
Global Agent makes no representation as to the validity or sufficiency of
this Agreement or the Notes except for such Global Agent's due
authorization to execute this Agreement; PROVIDED, HOWEVER, that the Global
Agent shall not be relieved of its duty to authenticate Notes as authorized
by this Agreement and the Notes. Neither the Global Agent nor any other
agent of the Bank shall be accountable for the use or application by the
Bank of the proceeds of any Notes authenticated and delivered by the Global
Agent in conformity with the provisions of this Agreement and of the Notes.
(vi) NO IMPLIED OBLIGATIONS. The Global Agent shall be obligated to
perform such duties and only such duties as are herein and in the Notes
specifically set forth and no implied duties or obligations shall be read
into this Agreement or any of the Notes against the Global Agent. The
Global Agent shall not be under any obligation to take any action hereunder
which may tend to involve it in any expense or liability the payment or
indemnification of which within a reasonable time is not, in its reasonable
opinion, assured to it. The Global Agent shall not be liable for any
action taken, suffered or omitted to be taken by it in good faith and
reasonably believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Agreement.
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(vii) ACCOUNT OF THE BANK. The Global Agent, in acting under this
Agreement and in connection with the Notes, is acting solely as agent of
the Bank and does not assume any obligation or relationship of agency or
trust for or with any of the Holders of the Notes. All funds held by the
Global Agent or any other agent of the Bank for payment of principal of,
premium, if any, or interest on the Notes shall be held in trust for the
benefit of the Bank but need not be segregated from other funds except as
required by law and as set forth herein and in the Notes, and shall be
applied as set forth herein and in the Notes.
(viii) FORWARDING OF NOTICES. If the Global Agent or any other agent
shall receive any notice or demand addressed to the Bank by the holder of a
Note, the Global Agent shall promptly forward such notice or demand to the
Bank in the manner provided under Section 10(e) hereof. The Global Agent
will give notices to Holders of Notes to the extent required by the terms
of any Notes or the provisions of this Agreement and, in each case, as
directed by and pursuant to written instructions of the Bank. Such notices
shall be given in the name of and at the expense of the Bank.
(ix) CONSULTATION WITH COUNSEL. The Global Agent may consult with
counsel satisfactory to it in its reasonable judgment and the written
opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken, omitted to be taken or suffered
by it hereunder in good faith and in accordance with the opinion of such
counsel.
(x) COMMUNICATION FROM THE BANK. Unless herein or in the Notes
otherwise specifically provided, any order, certificate, notice, request,
direction or other communication from the Bank made or given by it under
any provisions of this Agreement shall be sufficient if signed by an
Authorized Officer of the Bank.
(b) CHANGES IN AGENTS.
(i) APPOINTMENT AND TERMINATION OF APPOINTMENT. The Bank may at any
time appoint additional agents. The Bank may terminate the appointment of
the Global Agent or any other agent by giving to the Global Agent and that
agent at least 30 days' notice to that effect.
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(ii) RESIGNATION. Any agent may resign its appointment at any time by
giving the Bank and the Global Agent at least 30 days' notice to that
effect.
(iii) CONDITION TO RESIGNATION AND TERMINATION. No resignation or
(subject to paragraph (v)) termination of the appointment of the Global
Agent shall, however, take effect until a new Global Agent (which shall be
a bank or trust company) has been appointed and no resignation or
termination of the appointment of an agent shall take effect if there would
not then be agents as required by the Terms and Conditions. The Bank shall
use its best efforts to appoint a new Global Agent not later than 30 days
after the Bank's receipt of the notice of resignation delivered by the
existing Global Agent in accordance with paragraph (ii).
(iv) CHANGE OF OFFICE. If an agent changes the address of its
specified office in any particular city, it shall give the Bank and the
Global Agent at least 60 days' notice of the change, giving the new address
and the date on which the change is to take effect.
(v) AUTOMATIC TERMINATION. The appointment of the Global Agent shall
forthwith terminate if it becomes incapable of acting, is adjudged bankrupt
or insolvent, files a voluntary petition in bankruptcy or makes an
assignment for the benefit of its creditors, consents to the appointment of
a receiver, administrator or other similar official of all or a substantial
part of its property or admits in writing its inability to pay or meet its
debts as they mature or suspends payment thereof, if a resolution is passed
or an order made for the winding up or dissolution of the Global Agent, a
receiver, administrator or other similar official is appointed with respect
to all or a substantial part of the Global Agent's property, a court order
is entered approving a petition filed by or against it under applicable
bankruptcy or insolvency law, or a public officer takes charge or control
of the Global Agent or its property or affairs for the purpose of
rehabilitation, conservation or liquidation.
(vi) DELIVERY OF RECORDS. If the Global Agent resigns or its
appointment is terminated, it shall, on the date on which the resignation
or termination takes effect, pay to the new Global Agent any amount held by
it for payment in respect of the Notes or Coupons and deliver to the new
Global Agent the records kept by it
29
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and all Notes and Coupons held by it pursuant to this Agreement.
(vii) SUCCESSOR CORPORATIONS. A corporation into which an agent is
merged or converted or with which it is consolidated or which results from
any merger, conversion or consolidation to which it is a party shall, to
the extent permitted by applicable law, be deemed the successor agent under
this Agreement without further formality. Such agent shall forthwith
notify the other parties to this Agreement of any such event.
(viii) NOTICES. The Global Agent shall give holders of Notes at
least 30 days' notice of any proposed appointment, termination, resignation
or change under paragraphs (i) through (iv) of which it is aware and, as
soon as practicable, notice of any succession under paragraph (vii) of
which it is aware. The Bank shall give holders of Notes notice of any
termination under paragraph (v) of which it is aware within 30 days of such
termination.
Section 10. MISCELLANEOUS.
(a) AMENDMENTS. This Agreement may be amended or supplemented by the
Bank and the Global Agent, without the consent of the Holder of any Note, for
the purpose of curing any ambiguity or of correcting or supplementing any
provision contained herein which may be defective or inconsistent with any other
provision contained herein or in any other manner that the Bank and the Global
Agent may agree is necessary or desirable and that will not, in the reasonable
opinions of the Bank and the Global Agent, adversely affect the interests of the
Holders of the Notes.
(b) EXECUTION OF SUPPLEMENTAL AGREEMENTS. In executing, or accepting
the additional agencies created by, any supplemental agreement permitted by this
Section or the modifications thereby of the agencies created by this Agreement,
the Global Agent shall be entitled to receive, and shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental agreement is authorized or permitted by this Agreement, and that
such supplemental agreement constitutes the legal, valid and binding obligation
of the Bank enforceable in accordance with its terms and subject to customary
exceptions.
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(c) IMMUNITY FROM PAYMENT OF STAMP TAXES AND OTHER DUTIES. The
Global Agent acknowledges that the Bank, pursuant to its Articles of Agreement,
is immune from payment of all stamps taxes and other duties, if any, to which,
under the laws of the jurisdiction of the United States or any other member
jurisdiction, this Agreement or the original issuance of the Notes may be
subject.
(d) GOVERNING LAW. This Agreement shall be governed by, and
interpreted in accordance with, the laws of the State of New York.
(e) NOTICE. Any notices pursuant to, or communications with respect
to, this Agreement shall be deemed to have been given when delivered in person,
when deposited in the mail as first class registered or certified air mail,
postage prepaid, or when sent by authenticated telex or facsimile transmission
or when communicated by telephone (subject, in the case of communication by
telex, facsimile transmission or telephone, to an original confirmation
dispatched within 24 hours by guaranteed overnight courier),
in the case of the Global Agent, to:
Morgan Guaranty Trust Company of New York
60 Victoria Embankment
London EC4Y OJP
Attention: Global Agency and Depository
Services
Telephone No.: (071) 325-8976
Fax No.: (071) 325-8154
Telex No.: 896631
and, in the case of the Bank, to:
International Bank for Reconstruction
and Development
1818 H Street, N.W.
Washington, D.C. 20433
Attention: Director, Financial
Operations Department
Telephone No.: (202) 458-0774
Fax No.: (202) 477-1736
Telex No.: 248423
or such other address or telephone, facsimile or telex number as shall be
specified in writing by the party in question to the other party hereto.
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(f) COUNTERPARTS. This Agreement may be executed in separate
counterparts, and by each party separately on a separate counterpart, each such
counterpart, when so executed and delivered, to be an original. Such
counterparts shall together constitute but one and the same instrument.
(g) CANCELLATION OF UNISSUED NOTES. Upon the written request of the
Bank, the Global Agent shall cancel and return to the Bank all unissued Notes in
its possession at the time of such request.
(h) HEADINGS. The Section headings herein are for convenience only
and shall not affect the construction hereof.
(i) BENEFIT OF AGREEMENT. This Agreement is solely for the benefit
of the parties hereto, their successors and assigns and the Holders of Notes,
Couponholders or Talonholders and no other person shall acquire or have any
right hereunder by virtue hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Global
Agency Agreement as of the date first above written.
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
By /s/ KENNETH G. LAY
-----------------------------------
Name: Kenneth G. Lay
Title: Director, Financial Operations
Department
MORGAN GUARANTY TRUST COMPANY
OF NEW YORK
as Global Agent
By /s/ D.H. JONES
-----------------------------------
Name: D.H. Jones
Title: Associate
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<PAGE>
Common Code No. [ ]
ISIN No. [ ]
EXHIBIT A
FORM OF TEMPORARY GLOBAL NOTE
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
[SHORT TITLE OF NOTES]
Temporary Global Note
THIS NOTE IS A TEMPORARY GLOBAL BEARER NOTE ("GLOBAL NOTE" OR "TEMPORARY
GLOBAL NOTE") EXCHANGEABLE TO THE EXTENT AND IN THE MANNER PROVIDED FOR
HEREIN FOR (A) INTERESTS IN A PERMANENT GLOBAL BEARER NOTE (A "PERMANENT
GLOBAL NOTE") IN BEARER FORM, (B) DEFINITIVE NOTES IN BEARER FORM
("DEFINITIVE BEARER NOTES"), (C) DEFINITIVE NOTES IN REGISTERED FORM
("DEFINITIVE REGISTERED NOTES") OR (D) INTERESTS IN A GLOBAL NOTE IN
REGISTERED FORM ("REGISTERED GLOBAL NOTE"), IN EACH CASE AT THE
PRINCIPAL OFFICE OF THE GLOBAL AGENT (AS DEFINED HEREIN), IN LONDON. THE
RIGHTS ATTACHING TO THIS GLOBAL NOTE AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE FOR INTERESTS IN A PERMANENT GLOBAL NOTE, DEFINITIVE
BEARER NOTES, DEFINITIVE REGISTERED NOTES OR INTERESTS IN REGISTERED GLOBAL
NOTES ARE AS SPECIFIED HEREIN AND IN THE GLOBAL AGENCY AGREEMENT REFERRED TO
BELOW.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT
TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAW, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
CODE.
THIS NOTE IS NOT AN OBLIGATION OF ANY GOVERNMENT.
[INSERT LEGEND RELATING TO SPECIFIED CURRENCY, IF ANY.]
<PAGE>
THE TERMS OF THE PRICING SUPPLEMENT ATTACHED HERETO (THE "PRICING
SUPPLEMENT") AND THE TERMS AND CONDITIONS ATTACHED HERETO (THE "TERMS AND
CONDITIONS") ARE INCORPORATED BY REFERENCE HEREIN VERBATIM.
This Temporary Global Note is issued in accordance with the Global
Agency Agreement (as defined below) and is subject to the Terms and
Conditions of Notes attached hereto and the terms and conditions set forth in
the attached Pricing Supplement. Such provisions shall for all purposes have
the same effect as if set forth at this place.
Copies of the Global Agency Agreement are on file and available for
inspection at the corporate trust office of the Global Agent at 60 Victoria
Embankment, London EC4Y OJP and, if and for so long as the Notes are listed
on a stock exchange and such exchange shall so require, at the office of the
Paying Agent named in the Pricing Supplement and located in the city of such
stock exchange. The Holder of this Note is entitled to the benefit of
[DELETE THE FOLLOWING IF THE NOTES ARE TO BE GOVERNED BY ENGLISH LAW --, is
bound by] and is deemed to haven notice of, all the provisions of the Global
Agency Agreement applicable to it.
This Temporary Global Note is a temporary global security representing
an issue of duly authorized securities (the "Notes") of the International
Bank for Reconstruction and Development (herein called the "Bank"), issued
pursuant to the Global Agency Agreement ("Global Agency Agreement"), dated as
of April 15, 1994, between the Bank and Morgan Guaranty Trust Company of New
York, London office, as Global Agent (the "Global Agent"). This Temporary
Global Note has been issued in the Aggregate Principal Amount specified in
the Pricing Supplement (as adjusted from time to time on Schedule A hereto)
and with the Specified Currency, Issue Date, Maturity Date, redemption and
other provisions specified in the Pricing Supplement, and bearing interest on
the Calculation Amount at the rate of interest specified in the Pricing
Supplement.
In the event of any conflict between the provisions stated herein or the
provisions of the Terms and Conditions attached hereto and incorporated by
reference herein and the terms and conditions set forth in the attached
Pricing Supplement, the terms and conditions in the attached Pricing
Supplement will prevail. Terms used but not defined herein are used as
defined or specified in the Pricing Supplement or, if not defined therein,
as defined in the Terms and Conditions except that references to Principal
Amount, Redemption Amount, Variable Redemption Amount, and
A-2
<PAGE>
Calculation Amount shall be to the aggregate of such amounts as
specified in the Pricing Supplement in respect of each Note from time to time
represented by this Temporary Global Note.
The Bank, for value received, hereby promises to pay the bearer, upon
presentation and surrender hereof, the Principal Amount, or the Redemption
Amount or Variable Redemption Amount if one is specified in the Pricing
Supplement, in the Specified Currency on the Maturity Date or, if this
Temporary Global Note is a Note the interest basis for which is Variable
Rate, on the Interest Payment Date falling in the Redemption Month, unless
earlier redeemed in accordance with the terms hereof, and, unless this
Temporary Global Note is a Note the interest basis for which is Zero Coupon
or unless otherwise specified in the Pricing Supplement, to pay interest in
arrears from (and including) the Interest Commencement Date on the Calculation
Amount at the Interest Rate or, if this Temporary Global Note is a Note the
interest basis for which is Variable Rate, at the interest rate
determined in accordance with Condition 5(II) of the Terms and Conditions, in
each case per annum, until the Principal Amount, Redemption Amount or
Variable Redemption Amount, as the case may be, hereof is paid or made
available for payment. Interest on this Temporary Global Note shall be
payable by the Bank on the dates determined in accordance with, or specified
in, the Terms and Conditions and the Pricing Supplement.
Interests in this Temporary Global Note will be exchangeable on or after
the date that is 40 days after the closing date with respect to the offering
of the Notes represented by this Temporary Global Note in whole or in part
either for interests in a Permanent Global Note in bearer form or, if and to
the extent specified in the Pricing Supplement, directly into a Definitive
Bearer Note or Notes, a Definitive Registered Note or Notes or interests in a
Registered Global Note, in each case in an aggregate principal amount equal
to, or if such Permanent Global Note, Definitive Bearer Notes, Definitive
Registered Notes, or interests in a Registered Global Note have already been
issued, for an additional aggregate principal amount of such Permanent Global
Note, Definitive Bearer Notes, Definitive Registered Notes, or interests in a
Registered Global Note equal to, that portion of this Temporary Global Note
in respect of which there shall have been presented to the Global Agent a
certificate from Morgan Guaranty Trust Company of New York, Brussels office,
as operator of the Euroclear system ("Euroclear") or from Cedel S.A.
("Cedel") substantially in the form of Exhibit I to the Global Agency
Agreement to the effect that it has received in writing, by
A-3
<PAGE>
tested telex or by electronic transmission, a certification or certifications
in substantially the form set forth in Exhibit J thereto and signed by or on
behalf of the person appearing in its records as the owner of the Temporary
Global Note or portions thereof being exchanged. The Principal Amount of this
Temporary Global Note shall be reduced on exchange as specified below. Upon
final exchange, this Temporary Global Note shall become void.
In the event that a Registered Note that is represented by an interest
in this Temporary Global Note is offered or sold after the closing date with
respect to the offering of this Note by a dealer from its primary allotment
to a person within the United States or its possessions, as defined for
purposes of Treasury Regulations Sections 1.163-5(c)(2)(i)(D), or to a U.S.
person, as such term is defined in Section 7701(a)(30) of the Internal
Revenue Code of 1986, as amended, in accordance with the provisions of the
Global Agency Agreement then, as soon as practicable after receipt by the
Global Agent of notification and a request from a dealer, the Global Agent
shall request that the common depositary for Euroclear and Cedel present the
Temporary Global Note to the Global Agent for endorsement to reflect the
reduction in the principal amount represented thereby by the amount to be
exchanged for interests in a Registered Global Note or for Definitive
Registered Notes. Upon such endorsement, the Global Agent shall authenticate,
issue and deliver such Registered Global Notes or Definitive Registered Notes
to (A) the Depository Trust Company or such other applicable clearing system
(to the the extent permitted by such clearing system) or (B) the dealer or its
designee, as applicable, in accordance with such dealer's request, and the
Registrar shall enter such Notes on the relevant register.
The Permanent Global Note, Definitive Bearer Notes, Coupons, Talons,
Definitive Registered Notes and Registered Global Note will be substantially
in the respective forms attached to the Global Agency Agreement.
On and after the date which is 40 days after the closing date with
respect to the offering of the Notes represented by this Temporary Global
Note, no payment on this Temporary Global Note will be made unless exchange
for interests in the Permanent Global Note or, if and to the extent provided
in the Pricing Supplement, Definitive Bearer Notes, Definitive Registered
Notes or interests in a Registered Global Note, is improperly withheld or
refused. No payments will be made on this Temporary Global Note unless the
Global Agent shall have received, prior to the date of each such payment,
written certification
A-4
<PAGE>
substantially in the form set out in the Global Agency Agreement as to
non-U.S. beneficial ownership as required by U.S. treasury regulations.
Upon any redemption hereof, in whole or in part, and upon any exchange
of any portion of this Temporary Global Note for interests in a Permanent
Global Note, Definitive Bearer Note(s), Definitive Registered Note(s) or
interests in a Registered Global Note, as the case may be, the Global Agent
shall endorse Schedule A of this Temporary Global Note to reflect the
reduction of the Principal Amount by an amount equal to the aggregate
principal amount so exchanged or redeemed, whereupon the Principal Amount
hereof shall be reduced for all purposes by such amount. Except as otherwise
provided herein or in the Global Agency Agreement, until exchanged in full
for interests in a Permanent Global Note, Definitive Bearer Note(s), a
Definitive Registered Note(s) or interests in a Registered Global Note, as
the case may be, this Temporary Global Note shall in all respects be subject
to and entitled to the same benefits and conditions under the Global Agency
Agreement as a duly authenticated and delivered definitive Note.
No provision of this Temporary Global Note shall alter or impair the
obligation of the Bank to pay the principal of and interest on the Notes when
due in accordance with the Terms and Conditions.
Unless the certificate of authentication hereon has been executed by the
Global Agent by manual signature of one its Authorized Officers, this
Temporary Global Note shall not be entitled to any benefit under the Global
Agency Agreement or be valid or obligatory for any purpose.
This Temporary Global Note shall be governed by and construed in
accordance with [New York] [English] law.
A-5
<PAGE>
IN WITNESS WHEREOF, the Bank has caused this instrument to be duly
executed with the facsimile signature of its Authorized Officer.
Dated:
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
By:
------------------------------------
Authorized Officer
Certificate of Authentication
This is one of the Notes of the issue designated in the Pricing
Supplement attached hereto and referred to in the within-mentioned Global
Agency Agreement.
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as Global Agent
By:
----------------------------------
Title
[Names and addresses of Global Agent
and Paying Agents]
A-6
<PAGE>
SCHEDULE A
----------
REDUCTIONS IN THE PRINCIPAL AMOUNT
OF THIS TEMPORARY GLOBAL NOTE
Principal Principal
amount of amount of
interests in interests in
a Permanent a Registered
Global Note Global Note
or Definitive or Definitive
Bearer Notes Registered Principal Remaining
issued in Notes issued amount of Principal
exchange for in exchange this amount of Notation
a portion of for a portion Temporary this made on
this of this Global Note Temporary behalf of
Temporary Temporary redeemed or Global the Global
Date Global Note Global Note purchased Note Agent by
- ---- ------------- -------------- ----------- ----------- ----------
<PAGE>
INTEREST PAYMENTS MADE IN RESPECT OF THIS TEMPORARY GLOBAL NOTE
The following payments have been made:
Date Interest paid on this Notation made on behalf
Made Temporary Global Note of the Global Agent by
---- --------------------- -----------------------
<PAGE>
Common Code No. [ ]
ISIN No. [ ]
EXHIBIT B
FORM OF PERMANENT GLOBAL NOTE
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
[SHORT TITLE OF NOTES]
Permanent Global Note
THIS NOTE IS A PERMANENT GLOBAL BEARER NOTE ("GLOBAL NOTE" OR "PERMANENT
GLOBAL NOTE") EXCHANGEABLE FOR DEFINITIVE NOTES IN BEARER FORM ("DEFINITIVE
BEARER NOTES"), WITH OR WITHOUT INTEREST COUPONS ATTACHED, TO THE EXTENT AND
IN THE MANNER SPECIFIED HEREIN, AT THE PRINCIPAL OFFICE OF THE GLOBAL AGENT
(AS DEFINED HEREIN) IN LONDON, OR EXCHANGEABLE FOR DEFINITIVE NOTES IN
REGISTERED FORM ("DEFINITIVE REGISTERED NOTES") OR INTERESTS IN A GLOBAL NOTE
IN REGISTERED FORM ("REGISTERED GLOBAL NOTE"), TO THE EXTENT AND IN THE
MANNER SPECIFIED HEREIN. THE RIGHTS ATTACHING TO THIS GLOBAL NOTE AND THE
CONDITIONS AND PROCEDURES GOVERNING THE EXCHANGE OF INTERESTS HEREIN FOR
DEFINITIVE BEARER NOTES, DEFINITIVE REGISTERED NOTES OR INTERESTS IN A
REGISTERED GLOBAL NOTE ARE AS SPECIFIED HEREIN AND IN THE GLOBAL AGENCY
AGREEMENT REFERRED TO BELOW.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
THIS NOTE IS NOT AN OBLIGATION OF ANY GOVERNMENT.
[INSERT LEGEND RELATING TO SPECIFIED CURRENCY, IF ANY.]
B-9
<PAGE>
THE TERMS OF THE PRICING SUPPLEMENT ATTACHED HERETO (THE "PRICING
SUPPLEMENT") AND THE TERMS AND CONDITIONS ATTACHED HERETO (THE "TERMS AND
CONDITIONS) ARE INCORPORATED BY REFERENCE HEREIN VERBATIM.
This Permanent Global Note is issued in accordance with the Global
Agency Agreement (as defined below) and is subject to the Terms and
Conditions of Notes attached hereto and the terms and conditions set forth in
the attached Pricing Supplement. Such provisions shall for all purposes have
the same effect as if set forth at this place.
Copies of the Global Agency Agreement are on file and available for
inspection at the corporate trust office of the Global Agent at 60 Victoria
Embankment, London EC4Y OJP and, if and for so long as the Notes are listed
on a stock exchange and such exchange shall so require, at the office of the
Paying agent named in the Pricing Supplement and located in the city of such
stock exchange. The Holder of this Note is entitled to the benefit of
[DELETE THE FOLLOWING IF THE NOTES ARE TO BE GOVERNED BY ENGLISH LAW -- , is
bound by] and is deemed to have notice of, all the provisions of the Global
Agency Agreement applicable to it.
This Permanent Global Note is a permanent global security representing
an issue of duly authorized securities (the "Notes") of the International
Bank for Reconstruction and Development (herein called the "Bank"), issued
pursuant to the Global Agency Agreement (the "Global Agency Agreement"),
dated as of April 15, 1994, between the Bank and Morgan Guaranty Trust
Company of New York, London office, as Global Agent (the "Global Agent").
This Permanent Global Note has as its Principal Amount from time to time the
amount shown in the latest entry made by or on behalf of the Global Agent in
the fifth column of Schedule A hereto and is issued with the Specified
Currency, Issue Date, Maturity Date, redemption and other provisions
specified in the Pricing Supplement, and bears interest on the Calculation
Amount at the rate of interest specified in the Pricing Supplement.
In the event of any conflict between the provisions stated herein or the
provisions of the Terms and Conditions attached hereto and incorporated by
reference herein and the terms and conditions set forth in the attached
Pricing Supplement, the terms and conditions in the attached Pricing
Supplement will prevail. Terms used but not defined herein are used as defined
or specified in the Pricing supplement or, if not defined therein, in the
Terms
B-10
<PAGE>
and Conditions except that references to Principal Amount, Redemption
Amount, Variable Redemption Amount and Calculation Amount shall be to the
aggregate of such amounts as specified in the Pricing Supplement in respect
of each Note from time to time represented by this Permanent Global Note.
The Bank, for value received, hereby promises to pay the bearer, upon
presentation and surrender hereof, the Principal Amount, or the Redemption
Amount or Variable Redemption Amount if one is specified in the Pricing
Supplement, in the Specified Currency on the Maturity Date or, if this
Permanent Global Note is a Note the interest basis for which is Variable Rate,
on the Interest Payment Date falling in the Redemption Month, unless earlier
redeemed in accordance with the terms hereof, and, unless thus Permanent
Global Note is a Note the interest basis for which is Zero Coupon or unless
otherwise specified in the Pricing Supplement, to pay interest in arrears
from (and including) the Interest Commencement Date on the Calculation Amount
at the Interest Rate or, if this Permanent Global Note is a Note the interest
basis for which is Variable Rate, at the interest rate determined in
accordance with Condition 5(II) of the Terms and Conditions, in each case per
annum, until the Principal Amount, Redemption Amount or Variable Redemption
Amount, as the case may be, hereof is paid or made available for payment.
Interest on this Permanent Global Note shall be payable by the Bank on the
dates determined in accordance with, or specified in, the Terms and
Conditions and the Pricing Supplement.
This Permanent Global Note will be exchangeable in whole or, in the
circumstances provided in the next paragraph, in part for duly executed and
issued Definitive Bearer Notes in the form of Exhibit C to the Global Agency
Agreement, on or after the Exchange Date (as defined below), in certain
limited circumstances as set forth in Section 5 of the Global Agency
Agreement or otherwise as provided in the Pricing Supplement, by the holder
giving notice to the Global Agent and by the surrender of this Permanent
Global Note at the office of the Global Agent on or after the Exchange Date
(as defined below). Upon such surrender or, in the case of partial exchange,
presentation, the Bank shall procure that the Global Agent completes,
authenticates and delivers, in full or partial exchange for this Permanent
Global Note, Definitive Bearer Notes having an aggregate principal amount
equal to the principal amount of this Permanent Global Note being exchanged.
On or after the giving of a default notice referred to in "Default"
below in respect of any Notes, the
B-11
<PAGE>
holder of this Permanent Global Note may in such notice or by giving a
further notice to the Global Agent require the exchange of a specified
principal amount of this Permanent Global Note (which may be equal to or less
than the outstanding principal amount of Notes represented hereby) for
Definitive Bearer Notes on or after the Exchange Date specified in such
notice.
This Permanent Global Note is a permanent global Note issued in exchange
for all or a part of a Temporary Global Note representing the Notes of the
issue represented hereby. If this Permanent Global Note has been issued in
exchange for only part of such Temporary Global Note, then if, at any time
thereafter, any further portion of such Temporary Global Note is exchanged
for an interest in this Permanent Global Note, the Principal Amount hereof
shall be increased for all purposes by the amount of the Temporary Global
Note so exchanged and the Bank shall procure that the Global Agent shall
endorse on Schedule A hereto the amount of such increase.
Interests in this Permanent Global Note will also be exchangeable in
whole or in part for Definitive eRegistered Notes or interests in a Registered
Global Note (each in the respective forms set out in the Global Agency
Agreement) on or after the Exchange Date, if and to the extent provided for
in the Terms and Conditions and the Pricing Supplement by the holder giving
notice to the Global Agent and by the presentation of this Permanent Global
Note at the office of the Global Agent on or after the Exchange Date (as
defined below).
Upon exchange in full of this Permanent Global Note, the Bank will, if
the holder so requests, cause it to be cancelled and returned to the holder.
For the purposes of this Permanent Global Note, "Exchange Date" means a
day falling, in the case of exchange for Definitive Bearer Notes, not less
than 40 days, and, in the case of exchange for Definitive Registered Notes or
interests in a Registered Global Note, not less than five days, after the day
on which the notice requiring exchange is given and on which banks are open
for business in the city in which the specified office of the Global Agent is
located and, if applicable, in the cities in which the relevant clearing
systems are located.
Upon any exchange in whole or in part of this Permanent Global Note for
Definitive Bearer Notes, or in whole or in part for Definitive Registered
Notes or interests in a Registered Global note, the principal amount
B-12
<PAGE>
hereof so exchanged shall be endorsed by the Global Agent on Schedule A
hereto, whereupon the Principal Amount hereof shall be reduced for all
purposes by the amount so exchanged and endorsed. Upon any redemption hereof,
in whole or in part, the Global Agent shall endorse Schedule A of this
Permanent Global Note to reflect the reduction of the Principal Amount by an
amount equal to the aggregate principal amount so redeemed, whereupon the
Principal Amount hereof shall be reduced for all purposes by such amount.
Except as otherwise provided herein or in the Global Agency Agreement, until
exchanged in full for Definitive Bearer Notes, Definitive Registered Notes or
interests in a Registered Global Note, this Permanent Global Note shall in
all respects be subject to and entitled to the same benefits and conditions
under the Global Agency Agreement as a duly authenticated and delivered
definitive Note.
PAYMENTS
Principal and interest in respect of this Permanent Global Note shall be
paid to its holder against presentation and, at maturity, surrender of it to,
or to the order of, the Global Agent (or to or to the order of such other
Paying Agent as shall have been notified to the Noteholders for this purpose)
which shall endorse such payment or cause such payment to be endorsed in
Schedule B hereto (such endorsement being prima facie evidence that the
payment in question has been made). References in the Terms and Conditions to
Coupons and Couponholders shall be construed accordingly. No person shall
however be entitled to receive any payment by way of principal of or interest
on this Permanent Global Note (or such part of this Permanent Global Note
which is required to be exchanged) falling due after the Exchange Date for
delivery of Definitive Bearer Notes, unless exchange of this Permanent Global
Note for Definitive Bearer Notes is improperly withheld or refused by or on
behalf of the Bank or the Bank does not perform or comply with any one or
more of what are expressed to be its obligations under the Notes.
NOTICES
So long as this Permanent Global Note is held on behalf of a clearing
system(s), notices required to be given to Noteholders may be given by their
being delivered to the clearing system(s) rather than by publication as
required by the Terms and Conditions [INCLUDE THE FOLLOWING IF THE NOTES ARE
TO BE LISTED ON THE LUXEMBOURG STOCK EXCHANGE -- , except that, so long as the
Notes are listed on the Luxembourg Stock Exchange and the rules of that
exchange so require, notices shall also be published in a leading daily
B-13
<PAGE>
French or German language newspaper having general circulation in Luxembourg
(which is expected to be the Luxemburger Wort)].
[DELETE THE FOLLOWING FOR NOTES GOVERNED BY NEW YORK LAW --
PRESCRIPTION
Claims in respect of principal and interest in respect of this Permanent
Global Note will become prescribed unless it is presented for payment within
the number of years (in the case of principal and interest) from the
appropriate Relevant Date (as described in Condition 8) and specified in the
Pricing Supplement.)
PURCHASE AND CANCELLATION
All Notes purchased by the Bank may be cancelled or may be re-issued or
re-sold, such cancellation to be affected by reduction in the Principal
Amount of this Permanent Global Note to zero upon its presentation to or to
the order of the Global Agent for endorsement in Schedule A. Notes may only
be purchased by the Bank if they are purchased together with the right to
receive all future payments of interest thereon.
DEFAULT
The holder hereof may exercise the right to declare Notes represented by
this Permanent Global Note due and repayable under Condition 10 of the Terms
and Conditions by stating in the notice (the "default notice") to the Bank
the principal amount of Notes (which may be less than the outstanding
principal amount hereof) to which such notice relates.
[INCLUDE THE FOLLOWING IF NOTES ARE TO BE GOVERNED BY ENGLISH LAW --
At any time after giving a default notice (but subject as provided below),
the holder of this Permanent Global Note may from time to time elect that
Direct Rights under the provisions of Schedule C shall come into effect. Such
election shall be made by notice to the Global Agent and presentation of this
Permanent Global Note to or to the order of the Global Agent for reduction of
the Principal Amount of Notes represented by this Permanent Global Note
to [SPECIFIED CURRENCY] zero (or to such other figure as shall be specified in
the notice) by endorsement in Schedule A and the corresponding endorsement in
Schedule C of such principal amount of Notes formerly represented hereby as
the principal amount of Notes in respect of which Direct Rights have arisen
under Schedule C. Upon such endorsement the appropriate Direct Rights shall
take effect.
B-14
<PAGE>
No such election may however be made on or before an Exchange Date for
Definitive Bearer Notes fixed in accordance with this Permanent Global Note
with respect to the Notes to which that Exchange Date relates unless the
holder elects in such notice that the exchange in question shall no longer
take place.]
REDEMPTION AT THE OPTION OF THE BANK
No drawing of Notes will be required under Condition 6(e) of the Terms
and Conditions in the event that the Bank exercises its option set forth in
that Condition while all the Notes are represented by this Permanent Global
Note in respect of less than the aggregate principal amount of Notes then
outstanding.
REDEMPTION AT THE OPTION OF A NOTEHOLDER
The Noteholders' option in Condition 6(f) of the Terms and Conditions to
require the Bank to redeem Notes may be exercised by the holder of this
Permanent Global Note giving notice to the Global Agent of the principal
amount of Notes in respect of which the option is exercised and presenting
this Global Note for endorsement of exercise within the time limits specified
in Condition 6(f) of the Terms and Conditions.
No provision of this Permanent Global Note shall alter or impair the
obligation of the Bank to pay the principal of and interest on the Notes when
due in accordance with the Terms and Conditions.
Unless the certificate of authentication hereon has been executed by the
Global Agent by manual signature of one of its Authorized Officers, this
Permanent Global Note shall not be entitled to any benefit under the Global
Agency Agreement or be valid or obligatory for any purpose.
This Permanent Global Note is governed by and shall be construed in
accordance with the laws of [the State of New York] [England].
B-15
<PAGE>
[DELETE THE FOLLOWING IF THE NOTES ARE TO BE GOVERNED BY ENGLISH LAW -- IN
WITNESS WHEREOF, the Bank has caused this instrument to be duly executed with
the facsimile signature of its Authorized Officer.
Dated:
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
By:
------------------------------------
Authorized Officer]
[INCLUDE THE FOLLOWING IF THE NOTES ARE TO BE GOVERNED BY ENGLISH LAW -- In
witness whereof this Permanent Global Note has been executed as a deed on
[CLOSING DATE].
SIGNED, SEALED AND DELIVERED
by
for and on behalf of
INTERNATIONAL BANK FOR
RECONSTRUCTION AND
DEVELOPMENT
in the presence of:-]
Certificate of Authentication
This is one of the Notes of the issue designated in the Pricing
Supplement attached hereto and referred to in the within-mentioned Global
Agency Agreement.
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as Global Agent
By:
-----------------------------------
Title:
[Names and addresses of Global Agent
and Paying Agents]
B-16
<PAGE>
SCHEDULE A
----------
REDUCTIONS AND INCREASES IN THE PRINCIPAL AMOUNT
OF THIS PERMANENT GLOBAL NOTE
Principal
amount of
Bearer Notes,
Definitive
Registered
Notes [,/or]
interests in
a Registered Increase
Global Note resulting
[or Direct from
Rights] exchanges Remaining Notation
issued in for Reduction Principal made on
exchange for interests resulting Amount of behalf
a portion of in the from this of
this Temporary redemption Permanent the
Permanent Global or Global Global
Date Global Note Note cancellation Note Agent by
- ---- ------------- --------- ------------ --------- --------
<PAGE>
SCHEDULE B
----------
INTEREST PAYMENTS MADE IN RESPECT OF THIS
PERMANENT GLOBAL NOTE
The following payments have been made:
Interest paid Notation made
Date on this Permanent on behalf of
made Global Note the Global Agent by
---- ----------------- -------------------
<PAGE>
[INCLUDE THE FOLLOWING IF THE NOTES ARE TO BE GOVERNED BY
ENGLISH LAW -- SCHEDULE C
DIRECT ENFORCEMENT RIGHTS
-------------------------
This Permanent Global Note has effect as a deed poll conferring on
Relevant Account Holders the Direct Rights referred to in this Schedule in
respect of the principal amount of Notes stated in paragraph (E) of this
Schedule.
(A) INTERPRETATION: In this Schedule, terms are used with the same meanings
as in the Permanent Global Note, and in addition:-
"CLEARING SYSTEM OPERATOR" means the operator of each of the relevant
clearing systems;
"DIRECT RIGHTS" means the rights referred to in paragraph (B);
"ENTRY" means any entry relating to this Permanent Global Note (or to the
relevant part of it) or the Notes represented by it which is or has been
made in the securities account of any account holder with a Clearing System
Operator and "ENTRIES" shall have a corresponding meaning;
"RELEVANT ACCOUNT HOLDER" means the holder of any account with a Clearing
System Operator which at the Relevant Time has credited to its securities
account with such Clearing System Operator an Entry or Entries in respect of
this Permanent Global Note (or the relevant part of it) or the Notes
represented by it except for a Clearing System Operator in its capacity as
an account holder of another Clearing System Operator;
"RELEVANT PRINCIPAL AMOUNT" means, in respect of any Entry, the amount
which would be due to the holder of the account in which such Entry is
credited were the principal amount of this Permanent Global Note or the
Notes represented by it in respect of which such Entry was made to be
paid in full at its maturity; and
"RELEVANT TIME" means the time when Direct Rights take effect as
contemplated by this Permanent Global Note.
(B) DIRECT RIGHTS: Each Relevant Account Holder shall at the Relevant Time
acquire against the Bank all rights which the Relevant Account Holder in
question would have had if, immediately before the Relevant Time, it had been
the holder
<PAGE>
of the definitive Notes issued on the issue date of this Permanent Global
Note in an aggregate principal amount equal to the Relevant Principal Amount
of the relevant Entry including, without limitation, the right to receive all
payments due at any time in respect of such definitive Notes, other than
payments corresponding to any already made under this Permanent Global Note.
No further action shall be required on the part of any person in order for
such Direct Rights to be acquired and for each Relevant Account Holder to
have the benefit of, and to enforce, rights corresponding to all the
provisions of relevant definitive Notes as if they had been issued and as if
such provisions had been specifically incorporated in this Schedule, other
than the right to receive payments corresponding to any already made under
this Permanent Global Note.
(C) EVIDENCE: The records of each Clearing System Operator shall, in the
absence of manifest error, be conclusive evidence of the identity of the
Relevant Account Holders, the number of Entries credited to the securities
account of each Relevant Account Holder with such Clearing System Operator at
the Relevant Time and the Relevant Principal Amount of an Entry. For the
purposes of this Clause a statement issued by a Clearing System Operator
stating: -
(1) the name of the Relevant Account Holder to or in respect of which it is
issued;
(2) the number of Entries credited to the securities account of such
Relevant Account Holder with such Clearing System Operator as at the opening
of business on the first day on which the Clearing System Operator is open
for business following the Relevant Time; and
(3) the Relevant Principal Amount of any Entry in the accounts of such
Clearing System Operator,
shall be conclusive evidence of the records of such Clearing System Operator
at the Relevant Time (but without prejudice to any other means of producing
such records in evidence). In the event of a dispute, in the absence of
manifest error, the determination of the Relevant Time by a Clearing System
Operator shall be final and conclusive for all purposes in connection with
the Relevant Account Holders with securities accounts with such Clearing
System Operator.
Any Relevant Account Holder may, in any proceedings relating to this
Permanent Global Note, protect and enforce its rights arising out of this
Schedule in respect of any Entry to which it is entitled upon the basis of
a statement by a Clearing System Operator as provided in this Clause and
<PAGE>
a copy of this Permanent Global Note certified as being a true copy by a
duly authorized officer of any Clearing System Operator or the Global
Agent without the need for production in such proceedings or in any court
of the actual records or this Permanent Global Note. Any such certification
shall be binding, except in the case of manifest error or as may be ordered
by any court of competent jurisdiction, upon the Bank and all relevant
Account Holders. This Clause shall not limit any right of any Relevant
Account Holder to the production of the originals of such records or
documents in evidence.
(D) TITLE TO ENTRIES: Any Relevant Account Holder may protect and enforce
its rights arising out of this Permanent Global Note in respect of any
Entry to which it is entitled in its own name without the necessity of
using the name of or obtaining any authority from any predecessor in title.
Any Relevant Account Holder is entitled to receive payment of the Relevant
Principal Amount of its Entry and of all other sums referable to its Direct
Rights to the exclusion of any other person and payment in full by the Bank
to such Relevant Account Holder shall discharge the Bank from all
obligations in respect of such Entry and such Direct Rights.
(E) PRINCIPAL AMOUNT: The principal amount of Notes in respect of which
Direct Rights have arisen under this Permanent Global Note is shown by the
latest entry in the third column below:-
Amount of increase
in principal amount Initial principal Notation made
of Notes in respect amount and principal by or on behalf
of which Direct amount following of the Global
Date Rights have arisen such increase Agent
- ----------- ------------------- -------------------- ----------------
[CLOSING DATE] Not applicable [SPECIFIED CURRENCY] Not applicable
Zero
<PAGE>
EXHIBIT C
FORM OF DEFINITIVE BEARER NOTE
[Form of Face of Note]
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
CODE.
THIS NOTE IS NOT AN OBLIGATION OF ANY GOVERNMENT.
[INSERT LEGEND RELATING TO SPECIFIED CURRENCY, IF ANY]
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
[SHORT TITLE OF NOTES]
Denomination ISIN Series Certificate No.
------------ ---- ------ ---------------
[INSERT HERE PROVISIONS OF PRICING SUPPLEMENT PREPARED FOR THE ISSUE OF
NOTES OF WHICH THIS NOTE IS A PART.]
This Note is issued in accordance with the Global Agency Agreement (the
"Global Agency Agreement"), dated as of April 15, 1994, between International
Bank for reconstruction and Development (herein called the "Bank") and Morgan
Guaranty Trust Company of New York, London office, as Global Agent (the
"Global Agent"), copies of which are on file and available for inspection
at the corporate trust office of the Global Agent at 60 Victoria Embankment,
London EC4Y OJP and, if an for so long as the Notes are listed on a stock
exchange and such exchange shall so require, at the office of the Paying
Agent named in the Pricing Supplement and located in the city of such stock
exchange. The Holder of this Note and of any Coupon or Talon appertaining
hereto, is entitled to the benefit of [DELETE THE FOLLOWING IF THE NOTES ARE
TO BE GOVERNED BY ENGLISH LAW -- , is bound by] and is deemed to have notice
of, all the provisions of the Global Agency Agreement applicable to it.
The Bank, for value received, hereby promises to pay the bearer, upon
presentation and surrender hereof, the Principal Amount, or the Redemption
Amount or Variable Redemption Amount if one is stated above, in the Specified
Currency on the Maturity Date or, if the interest basis for this Note is
Variable Rate, on the Interest Payment Date failing in the Redemption Month,
unless
C-22
<PAGE>
earlier redeemed in accordance with the terms hereof, and, unless the
interest basis for this Note is Zero Coupon or unless otherwise stated above,
to pay interest in arrears from (and including) the Interest Commencement
Date on the Calculation Amount at the Interest Rate or, if the interest basis
for this Note is Variable Rate, at the interest rate determined in accordance
with Condition 5(II), in each case per annum, until the Principal Amount,
Redemption Amount or Variable Redemption Amount, as the case may be, hereof
is paid or made available for payment. Interest on this Note shall be payable
by the Bank on the dates determined in accordance with the provisions on the
reverse hereof or as stated above.
This Note is exchangeable for Definitive Registered Notes or interests
in a Registered Global Note(s) to the extent and in the manner provided on
the reverse hereof or as stated above.
Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Terms used but not defined or stated on the face hereof are used as
defined on the reverse hereof.
Unless the certificate of authentication hereon has been executed by the
Global Agent by manual signature of one of its Authorized Officers, this Note
shall not be entitled to any benefit under the Global Agency Agreement or be
valid or obligatory for any purpose.
C-23
<PAGE>
IN WITNESS WHEREOF, the Bank has caused this instrument to be duly
executed with the facsimile signature of its Authorized Officer.
Dated:
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
By:
------------------------------------
Title
Certificate of Authentication
This is one of the Notes of the issue designated on the face hereof and
referred to in the within-mentioned Global Agency Agreement.
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as Global Agent
By:
------------------------------------
Authorized Officer
C-24
<PAGE>
[Form of Reverse of Definitive Bearer Note]
Terms and Conditions in the form set forth in
Exhibit H to be endorsed hereon
[Names and addresses of Global Agent,
Paying Agents and Transfer Agents]
C-25
<PAGE>
EXHIBIT D
FORM OF COUPON
No. __________
ANY UNITED STATED PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) and 1287(a) OF THE INTERNAL REVENUE
CODE.
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
[SHORT TITLE OF NOTES]
[If the Note to which this Coupon relates is a Fixed Rate Note:] This is a
coupon for [ ] due on [ ].
[If the Note to which this Coupon relates is a Variable Rate Note:] This is a
Coupon for the amount due on the Interest Payment Date falling in [ ].
This Coupon is payable to bearer (subject to the terms and conditions of
the Note to which this Coupon appertains, which shall be binding upon the
bearer of this Coupon whether or not it is for the time being attached to
such Note) at the specified offices of the Global Agent and each Paying Agent
set out on the reverse hereof (or any other Global Agent or Paying Agent or
specified office duly appointed or nominated and notified to the Holders of
Notes of the issue of which the Note to which this Coupon appertains is a
part).
[For Variable Rate Notes and Long Maturity Notes:] If the Note to which
this Coupon appertains shall have become due and payable before the maturity
date of this Coupon, this Coupon shall become void and no payment shall be
made in respect thereof.
INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
By:
----------------------------------------
D-26
<PAGE>
[Reverse of Coupon]
[Names and Addresses of Global Agent and Paying Agents]
and/or such other or further agents and/or specified offices as may from time
to time be duly appointed or nominated and notified to Holders of Notes of
the issue of which the Note to which this Coupon appertains is a part.
D-27
<PAGE>
EXHIBIT E
FORM OF TALON
On the front:
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
CODE.
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
[SHORT TITLE OF NOTES]
After all the Coupons appertaining to the Note and issued in the Coupon
sheet to which this Talon was attached have matured, further Coupons [and a
further Talon giving entitlement to further Coupons [and a further Talon]]
will be issued at the specified office of the Global Agent and each Paying
Agent set out on the reverse hereof (or such one or more of them and/or such
other or further Paying Agents and/or specified offices as shall have been
duly notified to the Holders of the Notes) upon production and surrender of
this Talon subject to the terms and conditions endorsed on the said Note
which shall be binding on the Holder of this Talon whether or not it is for
the time being attached to such Note.
If the Note to which this Talon relates shall have become due and
payable or be purchased and cancelled before the original due date for
exchange of this Talon, this Talon shall become void and no exchange shall be
made in respect of it.
INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
By:
--------------------------------------
E-28
<PAGE>
On the back:
[Names and addresses of Global
Agent and Paying Agents]
E-29
<PAGE>
[CUSIP No. [ ]
CINS No. [ ]]
EXHIBIT F
FORM OF REGISTERED GLOBAL NOTE
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
[SHORT TITLE OF NOTES]
REGISTERED GLOBAL NOTE
[UNLESS THIS REGISTERED GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC") TO THE BANK OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY REGISTERED
GLOBAL NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. ("CEDE") OR SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY
PAYMENT IS MADE TO CEDE OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED
OWNER HEREOF, CEDE, HAS AN INTEREST HEREIN.
TRANSFERS OF THIS REGISTERED GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
SUCH SUCCESSOR'S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 7 OF THE GLOBAL AGENCY AGREEMENT.]
THIS NOTE IS NOT AN OBLIGATION OF ANY GOVERNMENT.
THIS NOTE MAY NOT BE EXCHANGED FOR A NOTE IN BEARER FORM.
[INSERT LEGEND RELATING TO SPECIFIED CURRENCY, IF ANY.]
No. __________
THE TERMS OF THE PRICING SUPPLEMENT ATTACHED HERETO (THE "PRICING
SUPPLEMENT") AND THE TERMS AND CONDITIONS ATTACHED HERETO (THE "TERMS AND
CONDITIONS") ARE INCORPORATED BY REFERENCE HEREIN VERBATIM.
F-30
<PAGE>
This Registered Global Note ("Registered Global Note") is issued in
accordance with the Global Agency Agreement (as defined below) and is subject
to the Terms and Conditions of Notes attached hereto and the terms and
conditions set forth in the attached Pricing Supplement. Such provisions
shall for all purposes have the same effect as if set forth at this place.
Copies of the Global Agency Agreement are on file and available for
inspection at the corporate trust office of the Global Agent at 60 Victoria
Embankment, London EC4Y OJP, at the corporate trust office of the Transfer
Agent at 60 Wall Street, New York, New York 10260 and, if and for so long as
the Notes are listed on a stock exchange and such exchange shall so require,
at the office of the Transfer Agent located in the city of such stock
exchange. The Holder of this Note is entitled to the benefit of [DELETE
THE FOLLOWING IF THE NOTES ARE TO BE GOVERNED BY ENGLISH LAW -- , is bound
by] and is deemed to have notice of, all the provisions of the Global Agency
Agreement applicable to it.
This Registered Global Note is a global security representing an issue
of duly authorized securities (the "Notes") of International Bank for
Reconstruction and Development (herein call the "Bank"), issued pursuant to
the Global Agency Agreement (the "Global Agency Agreement"), dated as of
April 15, 1994, between the Bank and Morgan Guaranty Trust Company of New
York as Global Agent (the "Global Agent"). This Registered Global Note
represents [INITIAL PRINCIPAL AMOUNT] of Notes or such other principal amount
of Notes as is equal to the aggregate principal amount of Notes identified
from time to time on the Register as being represented by this Registered
Global Note (the "Principal Amount") with the Specified Currency, Issue Date,
Maturity Date, redemption and other provisions specified in the Pricing
Supplement, and bearing interest on said Principal Amount at the rate of
interest specified in the Pricing Supplement.
In the event of any conflict between the provisions stated herein or the
provisions of the Terms and Conditions attached hereto and incorporated by
reference herein and the terms and conditions set forth in the attached
Pricing Supplement, the terms and conditions in the attached Pricing
Supplement will prevail. Terms used but not defined herein are used as
defined or specified in the Pricing Supplement or, if not defined therein, in
the Terms and Conditions, except that references to Principal Amount,
Redemption Amount, Variable Redemption Amount and Calculation Amount shall be
to the aggregate of such amounts
F-31
<PAGE>
as specified in the Pricing Supplement in respect of each Note from time to
time represented by this Registered Global Note.
The Bank, for value received, hereby promises to pay __________________
or registered transferee, the Principal Amount, or the Redemption Amount or
Variable Redemption Amount if one is specified in the Pricing Supplement, in
the Specified Currency on the Maturity Date or, if this Registered Global
Note is a Note the interest basis for which is Variable Rate, on the Interest
Payment Date falling in the Redemption Month, unless earlier redeemed in
accordance with the terms hereof, and, unless this Registered Global Note is
a Note the interest basis for which is Zero Coupon or unless otherwise
specified in the Pricing Supplement, to pay interest in arrears from (and
including) the Interest Commencement Date on the Calculation Amount at the
Interest Rate or, if this Registered Global Note is a Note the interest basis
for which is Variable Rate, at the interest rate determined in accordance
with Condition 5(II) of the Terms and Conditions, in each case per annum,
until the Principal Amount, Redemption Amount or Variable Redemption Amount,
as the case may be, hereof is paid or made available for payment. Interest on
this Registered Global Note shall be payable by the Bank on the dates
determined in accordance with, or specified in, the Terms and Conditions and
the Pricing Supplement.
This Registered Global Note is exchangeable in whole but not in part for
duly executed and issued registered definitive Notes in the form of Exhibit G
to the Global Agency Agreement, with the applicable legends as marked
therein, only if such exchange complies with Section 5 of the Global Agency
Agreement. Interests in this Registered Global Note are exchangeable only for
Definitive Registered Notes in accordance with the Pricing Supplement.
Unless the certificate of authentication hereon has been executed by the
Global Agent by manual signature of one of its Authorized Officers, this
Registered Global Note shall not be entitled to any benefit under the Global
Agency Agreement or be valid or obligatory for any purpose.
F-32
<PAGE>
IN WITNESS WHEREOF, the Bank has caused this instrument to be duly
executed with the facsimile signature of its Authorized Officer.
Dated:
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
By:__________________________________
Title:
Certificate of Authentication
This is one of the Notes of the issue designated in the Pricing
Supplement attached hereto and referred to in the within-mentioned Global
Agency Agreement.
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as Global Agent
By:
-----------------------------------------
Authorized Officer
[Names and addresses of Global Agent,
Registrar and Transfer Agents]
F-33
<PAGE>
TRANSFER NOTICE
FOR VALUE RECEIVED the undersigned Holder hereby sell(s), assign(s) and
transfer(s) unto
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
Please print or typewrite name and address including postal code of assignee
- -----------------------------------------------------------------------------
[PRINCIPAL AMOUNT] principal amount of the Note(s) in respect of which this
Registered Global Note is issued, and all rights under it or them hereby
irrevocably constituting and appointing
_____________________________________________________________________ attorney
to transfer said Note on the books of the Bank with full power of
substitution in the premises.
Date: ___________________
------------------------------------------------------
NOTICE: The signature to this transfer must
correspond with the name as written upon the face
of the within instrument in every particular, without
alteration or enlargement or any change whatever.
-----------------------
F-34
<PAGE>
EXHIBIT G
FORM OF DEFINITIVE REGISTERED NOTE
[FORM OF FACE OF NOTE]
THIS NOTE IS NOT AN OBLIGATION OF ANY GOVERNMENT
THIS NOTE MAY NOT BE EXCHANGED FOR A NOTE IN BEARER FORM.
[INSERT LEGEND RELATING TO SPECIFIED CURRENCY, IF ANY.]
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
[SHORT TITLE OF NOTES]
Principal Amount CUSIP/CINS Series Certificate No.
- ---------------- ---------- ------ ---------------
[INSERT HERE PROVISIONS OF PRICING SUPPLEMENT PREPARED FOR THE ISSUE OF
NOTES OF WHICH THIS NOTE IS A PART.]
This Note is issued in accordance with the Global Agency Agreement (the
"Global Agency Agreement"), dated as of April 15, 1994, between the
International Bank for Reconstruction and Development (herein called the
"Bank") and Morgan Guaranty Trust Company of New York, London office, as
Global Agent (the "Global Agent"), copies of which are on file and available
for inspection at the corporate trust office of the Global Agent at 60
Victoria Embankment, London EC4Y OJP and, if and for so long as the Notes are
listed on a stock exchange and such exchange shall so require, at the office
of the Transfer Agent located in the city of such stock exchange. The Holder
of this Note is entitled to the benefit of, is bound by and is deemed to have
notice of, all the provisions of the Global Agency Agreement applicable to it.
The Bank, for value received, hereby promises to pay ___________________
or registered transferee, the Principal Amount, or the Redemption Amount or
Variable Redemption Amount if one is stated above, in the Specified Currency
on the Maturity Date or, if the interest basis for this Note is Variable
Rate, on the Interest Payment Date falling in the Redemption Month, unless
earlier redeemed in
G-35
<PAGE>
accordance with the terms hereof, and, unless the interest basis for this
Note is Zero Coupon or unless otherwise stated above, to pay interest in
arrears from (and including) the Interest Commencement Date on the
Calculation Amount at the Interest Rate or, if the interest basis for this
Note is Variable Rate, at the interest rate determined in accordance with
Condition 5(II), in each case per annum, until the Principal Amount,
Redemption Amount or Variable Redemption Amount, as the case may be, hereof
is paid or made available for payment. Interest on this Note shall be payable
by the Bank on the dates determined in accordance with the provisions on the
reverse hereof or as stated above.
As used herein, the term "Holder" means the person in whose name a Note
is registered in the Register (as defined in Section 7 of the Global Agency
Agreement).
Reference is hereby made to the further provision of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place.
Terms used but not defined or stated on the face hereof are used as
defined on the reverse hereof.
Unless the certificate of authentication hereon has been executed by the
Global Agent by manual signature of one of its Authorized Officers, this Note
shall not be entitled to any benefits under the Global Agency Agreement or be
valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Bank has caused this instrument to be duly
executed with the facsimile signature of its Authorized Officer.
Dated:
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
By:
---------------------------------------
Title
G-36
<PAGE>
Certificate of Authentication
This is one of the Notes of the issue designated on the face hereof and
referred to in the within-mentioned Global Agency Agreement.
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as Global Agent
By:
---------------------------------------------
Authorized Officer
G-37
<PAGE>
[Form of Reverse of Definitive Registered Note]
Terms and Conditions in the form set forth in
Exhibit H to be endorsed hereon
[Names and addresses of Global Agent,
Registrar and Transfer Agents]
G-38
<PAGE>
TRANSFER NOTICE
FOR VALUE RECEIVED the undersigned Holder hereby sell(s), assign(s) and
transfer(s) unto
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Please print or typewrite name and address including postal code of assignee
- ------------------------------------------------------------------------------
[PRINCIPAL AMOUNT] principal amount of the Note(s) in respect of which this
Note is issued, and all rights under it or them hereby irrevocably
constituting and appointing
_____________________________________________________________________ attorney
to transfer said Note on the books of the Bank with full power of
substitution in the premises.
Date: ___________________
------------------------------------------------------
NOTICE: The signature to this transfer must
correspond with the name as written upon the face
of the within instrument in every particular, without
alteration or enlargement or any change whatever.
-----------------------
G-39
<PAGE>
EXHIBIT H
TERMS AND CONDITIONS OF THE NOTES
H-40
<PAGE>
EXHIBIT I
FORM OF CERTIFICATION TO BE GIVEN
BY THE EUROCLEAR OPERATOR OR CEDEL S.A.
CERTIFICATE
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
[SHORT TITLE OF NOTES]
(the "Notes")
This is to certify that, based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as person(s) being entitled to a
portion of the principal amount set forth below (our "Member Organizations")
substantially to the effect set forth in Exhibit K to the Global Agency
Agreement, as of the date hereof, [Currency and Amount] principal amount of
the above-captioned Notes (i) is owned by persons that are not citizens or
residents of the United States, domestic partnerships, domestic corporations
or any estate or trust the income of which is subject to United States
Federal income taxation regardless of its source ("United States person(s)"),
(ii) is owned by United States person(s) that are (a) foreign branches of
United States financial institutions (as defined in U.S. Treasury Regulations
Section 1.165-12(c)(1)(v) ("financial institutions")) purchasing for their
own account or for resale, or (b) United States person(s) who acquired the
Notes through foreign branches of United States financial institutions and
who hold the Notes through such United States financial institutions on the
date hereof (and in either case (a) or (b), each such United States financial
institution has agreed, on its own behalf or through its agent, that we may
advise the Bank or the Bank's agent that it will comply with the requirements
of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) is owned by United States
or foreign financial institutions for purposes of resale during the
restricted period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)), and to the further effect that United States or
foreign financial institutions described in clause (iii) above (whether or
not also described in clause (i) or (ii)) have certified that they have not
acquired the Notes for purposes of resale directly or indirectly to a United
States person or to a person within the United States or its possessions.
I-41
<PAGE>
As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, and U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.
We further certify (i) that we are not making available herewith for
exchange (or, if relevant, exercise of any rights or collection of any
principal (including any premium or any Redemption Amount, Variable
Redemption Amount or Early Redemption Amount, and in the case of Notes the
interest basis of which is Zero Coupon, the Amortized Face Amount payable in
respect thereof) or interest, if any) any portion of the temporary global
Note excepted in such certifications and (ii) that as of the date hereof we
have not received any notification from any of our Member Organizations to
the effect that the statements made by such Member Organizations with respect
to any portion of the part submitted herewith for exchange (or, if relevant,
exercise of any rights or collection of any principal (including any premium
or any Redemption Amount, Variable Redemption Amount or Early Redemption
Amount, Variable Redemption Amount or Early Redemption Amount, and in the
case of Notes the interest basis of which is Zero Coupon, the Amortized Face
Amount Payable in respect thereof) or interest, if any) are no longer true
and cannot be relied upon as of the date hereof.
We understand that this certificate is required in connection with
certain tax laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such
proceedings.
*Dated: ___________________, 199__.
Yours faithfully,
[MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, Brussels office,
as operator of the Euroclear
System or
[CEDEL S.A.]
By: ___________________________
- ----------
* Not earlier than the relevant payment date or the date that is 40 days
after the closing date with respect to the offering of the applicable
issue of Notes.
I-42
<PAGE>
EXHIBIT J
FORM OF CERTIFICATION TO BE GIVEN
TO THE EUROCLEAR OPERATOR OR CEDEL S.A.
CERTIFICATE
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
[SHORT TITLE OF NOTES]
(the "Notes")
This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Notes held by you for our account (i) are owned by
person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of
which is subject to United States Federal income taxation regardless of its
source ("United States person(s)"), (ii) are owned by United States person(s)
that are (a) foreign branches of United States financial institutions (as
defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial
institutions") purchasing for their own account or for resale, or (b) United
States person(s) who acquired the Notes through foreign branches of United
States financial institutions and who hold the Notes through such United
States financial institutions on the date hereof (and in either case (a) or
(b), each such United States financial institution hereby agrees, on its own
behalf or through its agent, that you may advise the Bank or the Bank's agent
that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C)
of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as
defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in
addition if the owner of the Notes is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)) this is to further certify that such financial
institution has not acquired the Notes for purposes of resale directly or
indirectly to a United States person or to a person within the United States
or its possessions.
As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the
J-43
<PAGE>
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern
Mariana Islands.
We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the Notes
held by you for our account in accordance with your Operating Procedures if
any applicable statement herein is not correct on such date, and in the
absence of any such notification it may be assumed that this certification
applies as of such date.
This certification excepts and does not related to [Currency and Amount]
_______________ of such interest in the above Notes in respect of which we
are not able to certify and as to which we understand exchange and delivery
of definitive Notes (or, if relevant, exercise of any rights or collection of
any principal (including any premium or any Redemption Amount, Variable
Redemption Amount or Early Redemption Amount and in the case of Notes the
interest basis of which is Zero Coupon, the Amortized Face Amount payable in
respect thereof) or interest, if any) cannot be made until we do so certify.
We understand that this certificate is required in connection with
certain tax laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceedings.
*Dated: ________________, 199__
By:
---------------------------------
As, or as agent for, the beneficial
owner(s) of the Notes to which
this certificate relates.
- ------------------
* No earlier than 15 days prior to the relevant payment date or the date that
is 40 days after the closing date with respect to the offering of the
applicable issue of Notes.
J-44
<PAGE>
EXHIBIT K
CALCULATION AGENT AGREEMENT
K-45
<PAGE>
Form of Calculation Agreement
CALCULATION AGREEMENT dated as of _____________, 199__ between
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the "Bank") and
[DEALER] (the "Calculation Agent", which expression shall include its
successors and assigns).
WHEREAS, The Bank proposes to issue from time to time notes (the
"Notes") pursuant to the terms of a Dealer Agreement dated April 15, 1994 (as
amended from time to time, the "Dealer Agreement") between the Bank and the
other parties named therein relating to the Global Multicurrency Note Program
of the Bank (the "Program"); and
WHEREAS, The Bank wishes to appoint the Calculation Agent as calculation
agency for the purpose of making any determination which it is required to
make pursuant to the Terms and Conditions of the Notes identified in the
applicable Pricing Supplement (the "Conditions") in respect of which it is
appointed as Calculation Agent;
IT IS HEREBY AGREED as follows:
1. INTERPRETATION. Expressions used and not defined in this Agreement
shall, unless the context otherwise requires, bear the meanings given to them
in the Conditions of the Notes and the Dealer Agreement.
2. APPOINTMENT. In the event that the Calculation Agent agrees to act as
such in relation to a particular issue of Notes, the Bank appoints the
Calculation Agent as its agent for the purposes of making such calculations
and/or determinations in respect of the Notes as are agreed between the Bank
and the Calculation Agent (and set out in the Conditions) on the following
terms and conditions.
3. (a) DUTIES. The Calculation Agent will perform the duties expressed
to be performed by it in the Conditions of the particular issue of Notes in
respect of which it is appointed. In respect of each such appointment, as
soon as practicable after the relevant time on such date as the Conditions
may require any specified amount to be calculated, any quote to be obtained
or any determination or calculation to be made by the Calculation Agent, the
Calculation Agent (i) will determine the relevant interest rate(s) and
calculate the amount of interest payable in respect of the Notes for the
relevant interest period or interest payment date, calculate any other
specified amount, obtain such quote or make such determination or
calculation, as the case may be, and (ii) will cause the interest rate and
the amount of interest payable for each interest period or interest payment
date and, if required, the relevant interest payment date and, if required to
be calculated, the amount pertaining to redemption of the Notes, to be
provided to the Global Agent or Fed Fiscal Agent, as the case may be, and the
Bank as soon as possible after their determination but in no event later than
the seventh day thereafter. In performing its duties under this Clause, the
Calculation Agent shall obtain relevant quotes from appropriate banks or
reference agents and/or obtain information from such other sources as are
specified in the Conditions or, in the event that no such information is
available from such sources, as the Calculation Agent shall deem as
appropriate.
(b) CHANGES TO CONDITIONS. The Calculation Agent shall be obligated
to perform only the duties set out specifically in this Agreement and any
duties necessarily
<PAGE>
incidental to them. No implied duties or obligations shall be read into this
Agreement or the Conditions against the Calculation Agent. If the Conditions
are amended on or after a date on which the Calculation Agent accepts any
appointment in a way which affects the duties expressed to be performed by
the Calculation Agent, the Calculation Agent shall not be obliged to perform
such duties as so amended unless it has first approved the relevant change to
the Conditions.
(c) NOTIFICATION OF FAILURE TO MAKE DETERMINATION. If the
Calculation Agent at any material time does not determine the relevant
interest rate(s), amount of interest payable or any specified amount
pertaining to the redemption of the Notes, obtain any quote, or make any other
determination or calculation which it is required to make pursuant to the
Conditions, it shall forthwith notify the Bank and, as the case may be, the
Global Agent or Fed Fiscal Agent.
4. INDEMNITY. The Bank shall, upon presentation of duly documented
evidence, indemnify the Calculation Agent against any loss, liability, cost,
claim, action, demand or expense (including, but not limited to, all costs,
charges and expenses paid or incurred in disputing or defending any of the
foregoing) which it may incur or which may be made against it arising out of
or in relation to or in connection with its appointment or the exercise of
its functions, except such as may result from the breach by it of the terms
of this Agreement or from its own wilful default, gross negligence or bad
faith or that of its officers or employees.
5. (a) CALCULATIONS BINDING. The determination by the Calculation Agent
of any amount or of any state of affairs, circumstance, event or other
matter, or the formation of any opinion or the exercise of any discretion
required or permitted to be determined, formed or exercised by the Calculation
Agent under or pursuant to this Agreement shall (in the absence of manifest
error) be final and binding on the Bank, the Dealers and the holders of the
Notes and Coupons.
(b) NO AGENCY OR TRUST. In acting under this Agreement and in
connection with the Notes the Calculation Agent shall not have any
obligations towards or relationship of agency or trust with any of the
holders of the Notes and Coupons.
(c) TAKING OF ADVICE. The Calculation Agent may consult on any legal
matter any legal adviser selected by it, who may be an employee of or legal
adviser to the Bank, and it shall be protected and shall incur no liability
for action taken, or suffered to be taken, with respect to such matter in
good faith and in accordance with the opinion of such legal adviser.
(d) INFORMATION BELIEVED TO BE GENUINE. The Calculation Agent shall
be protected and shall incur no liability for or in respect of any action
taken or thing suffered by it in reliance upon any document or information
from any electronic or other source reasonably believed by it to be genuine
and to have been signed or otherwise given or disseminated by the proper
parties, even if it is subsequently found not to be genuine or to be
incorrect.
-2-
<PAGE>
6. (a) RESIGNATION. The Calculation Agent may resign its appointment
hereunder at any time by giving to the Bank not less than 60 days' written
notice to that effect (which notice may expire on different dates with
respect to different issues of Notes but shall not, in respect of any issue
of Notes, expire less than 30 days before any due date for payment in respect
of that issue of Notes). In the event that the Calculation Agent is unable or
unwilling or otherwise fails to act, the Bank will immediately appoint a
leading bank or investment banking firm engaged in the over-the-counter index
options or swap market to act as its successor. No resignation by the
Calculation Agent shall take effect, nor may the Calculation Agent be removed
(save as set out in this Agreement), until a replacement Calculation Agent
has been appointed by the Bank. The Bank agrees with the Calculation Agent
that if, by the day falling ten (10) days before the expiration of any notice
under this Clause 6, the Bank has not appointed a replacement Calculation
Agent, the Calculation Agent shall be entitled, on behalf of the Bank, to
appoint as Calculation Agent in its place a leading bank or investment
banking firm engaged in the over-the-counter index options or swap market
(acting through its principal London office) to which the Bank shall have no
reasonable objection.
(b) TERMINATION OF APPOINTMENT IN CERTAIN EVENTS. The Bank may
forthwith terminate the appointment of the Calculation Agent if (i) at any
time the Calculation Agent becomes incapable of acting, or is adjudged
bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes
an assignment for the benefit of its creditors and consents to the
appointment of a receiver, administrator or other similar official of all or
any substantial part of its property or admits in writing its inability to
pay or to meet its debts as they become due and payable or suspends payment
thereof, or if a resolution is passed or an order made for its winding-up or
dissolution, or if a receiver, administrator or other similar official of
itself or all or any substantial part of its property is appointed, or if an
order of any court is entered approving any petition filed by or against it
under the provisions of any applicable bankruptcy or insolvency laws, or if
any public officer takes charge or control of it or its property or affairs
for the purpose of rehabilitation, conservation or liquidation; or (ii) it
fails duly to make any calculation or determination required to be made by it
under this Agreement and the Bank gives it notice that it intends to appoint
a replacement Calculation Agent to make the calculation in question and
subsequent calculations (if any).
(c) NOTICE. The Bank shall give the holders of Notes, in accordance
with the Conditions, and the Global Agent or Fed Fiscal Agent, as the case
may be, not less than 30 days' notice of any such proposed resignation or
termination or, where there is a termination under Clause 6(b), shall give
notice thereof as soon as possible after such termination.
(d) SUCCESSOR CORPORATIONS. Any corporation into which the
Calculation Agent may be merged or converted or any corporation with which
the Calculation Agent may be consolidated or any corporation resulting from
any merger, conversion or consolidation to which the Calculation Agent shall
be a party shall, to the extent permitted by applicable law, be the deemed
successor Calculation Agent under this Agreement. Notice of any such merger,
conversion or consolidation shall forthwith be given to the Bank.
7. NOTICES. Any notices hereunder shall be in accordance with Section 12
of the Dealer Agreement.
-3-
<PAGE>
[NOTICE PROVISIONS TO BE SET OUT IN FULL IF
CALCULATION AGENT IS NOT A DEALER:
-----------------------
-----------------------
-----------------------
-----------------------
Attention:_______________________
Telephone: ______________________
Telex:___________________________
Fax:_____________________________]
8. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, New York law.
This Agreement has been entered into on the date stated at the beginning.
INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
By:
---------------------------------
[DEALER/DEALER'S NOMINEE]
By:
---------------------------------
-4-
<PAGE>
APPENDIX TO CALCULATION AGREEMENT
[Only required where Calculation Agent
is not a relevant Dealer for the relevant issuer]
To: [Calculation Agent]
[Date]
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
Global Multicurrency Note Program
We refer to the [Calculation Agency/Dealer] Agreement date as of [Date]
and made between International Bank for Reconstruction and Development and
[[Calculation Agent]/the Dealers named in it] and to the pricing supplement[s]
dated _____________________ (the "Pricing Supplement[s]"). We hereby confirm
your appointment as Calculation Agent in relation to the following issue[s]
of Notes in accordance with the terms of the Pricing Supplement[s] and the
Calculation Agent Agreement [scheduled to the Dealer Agreement]:
Please confirm your agreement to your appointment by signing the
acknowledgement at the foot of the enclosed copy of this letter and returning
it to us.
Yours faithfully,
For and on behalf of
INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
By:
----------------------------
-5-
<PAGE>
We hereby confirm our agreement to our appointment as Calculation Agent
in accordance with the terms of your letter of ________________ of which the
above is a copy.
Yours faithfully,
[Calculation Agent]
By:
----------------------------
cc: [Global Agent] [Fed Fiscal Agent]
cc: [relevant Dealer[s]]
-6-
<PAGE>
EXHIBIT L
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
FORM OF EXCHANGE AGENCY AGREEMENT
EXCHANGE AGENCY AGREEMENT dated as of ____________________ between the
International Bank for Reconstruction and Development (the "Bank") and
________________________ (the "Exchange Agent," which term shall, unless the
context otherwise requires, includes its successors and assigns).
WHEREAS, the Bank intends to issue and sell from time to time Notes (the
"Notes") under a Global Multicurrency Note Program (the "Program"),
denominated in specified currencies or currency units, with maturities of
three months or longer from the date of original issuance thereof;
WHEREAS, the Notes will be issued pursuant to a Global Agency Agreement,
dated as of April 15, 1994 (as may be amended from time to time, the "Global
Agency Agreement"), between the Bank and Morgan Guaranty Trust Company of New
York, London, as global agent (together with any other global agent that the
Bank may appoint from time to time and which the Bank shall give notice of to
the Exchange Agent, the "Global Agent"); and
WHEREAS, unless otherwise indicated in the applicable Pricing
Supplement, payments of principal of and any premium and interest on the
Notes will be made in the currency or currency unit specified in the
applicable Pricing Supplement (the "Specified Currency") from funds paid by
the Bank to the Global Agent or the designated Paying Agent, as the case may
be; PROVIDED, HOWEVER, that payment of principal and any premium and interest
on Registered Notes held through DTC will be made in U.S. Dollars, unless the
holder thereof makes an irrevocable election (an "Election") to receive such
payment in the Specified Currency.
NOW IT IS HEREBY AGREED that:
1. APPOINTMENT OF AGENT. The Bank hereby appoints the Exchange Agent
for any Notes issued under the Global Agency Agreement, from time to time as
named in the applicable Pricing Supplement, at its principal corporate trust
office in London, England, and the Exchange Agent hereby accepts such
appointment as the Bank's agent for the
L-46
<PAGE>
purpose of converting and calculating Specified Currencies to U.S. Dollars
for the payment of principal of and any premium and interest on Registered
Notes held through DTC to the holders thereof in accordance with the Terms
and Conditions of the Notes and for the purpose of performing the other
services hereinafter described upon the terms and subject to the conditions
hereinafter mentioned. The Exchange Agent shall confirm all calculations it
makes under this Agreement with the Bank by facsimile transmission.
2. PAYMENT DATES. Principal, interest and premium, if any, on Notes
will be made on the various dates indicated therein and in the applicable
Pricing Supplement, in accordance with the Terms and Conditions. Each day on
which principal of (and premium, if any) or interest on the Notes shall be
payable is referred to herein as a "Payment Date."
3. EXCHANGE OF CURRENCIES. The Global Agent shall notify the Exchange
Agent at least three London Business Days (as defined in Section 6 hereof)
prior to each Payment Date of the aggregate amount of Specified Currency
payable to all holders of Notes scheduled to receive payments in U.S. Dollars
on such Payment Date. The Exchange Agent will obtain the indicative bid
quotation that Morgan Guaranty Trust Company of New York, London Office
publicly quotes, as of 11:00 a.m. London time, on the second day on which
banks are open for business in London and New York City preceding the
applicable Payment Date, for the purchase of U.S. Dollars with the Specified
Currency payable to all Noteholders receiving U.S. Dollar payments. If such
bid quotation is not available, the Exchange Agent will obtain a bid
quotation from aa leading foreign exchange bank in London or New York City
selected by the Exchange Agent will obtain a bid quotation from a leading
foreign exchange bank in London or New York City selected by the Exchange
Agent for such purchase and will enter into an agreement to trade the
relevant currencies (in such amounts and upon such terms as indicated above
and upon such further terms as are not inconsistent with the above) with such
foreign exchange bank. Upon the determination of an exchange rate as provided
in this Section, the Exchange Agent shall as soon as practicable notify the
Global Agent or the designated Paying Agent, as the case may be, and Bank by
facsimile transmission of such exchange rate. If no such bids are available,
the Exchange Agent will transmit the total amount of the Specified Currency
received from the Bank to the Global Agent or the designated Paying Agent, as
the case may be, as provided below. All costs of any such conversion into
U.S. Dollars will be borne by the relevant Noteholder be deduction from any
such payments.
L-47
<PAGE>
As early as practicable on the Payment Date, the Global Agent or the
designated Paying Agent, as the case may be, shall remit to the Exchange
Agent, in the Specified Currency, the aggregate amount of a Specified
Currency payable to all holders of Notes scheduled to receive payments in
U.S. Dollars on such Payment Date. As promptly as practicable thereafter on
the Payment Date, the Exchange Agent will exchange the amount of Specified
Currency for U.S. Dollars and transmit the U.S. Dollars received upon exchange
to the Global Agent or the designated Paying Agent, as the case may be.
4. TERMS AND CONDITIONS. The Exchange Agent accepts its obligations
herein set out upon the terms and conditions hereof, including the following,
to all of which the Bank agrees:
(i) in acting under this Agreement, the Exchange Agent is acting
solely as an agent of the Bank and does not assume any obligation
toward, or any relationship of agency or trust for or with, any of
the holders of the Notes;
(ii) unless herein otherwise specifically provided, any order,
certificate, notice, request, direction or other communication
from the Bank made or given under any provision of this Agreement
shall be sufficient if signed by any person whom the Exchange
Agent reasonably believes to be a duly authorized officer or
attorney-in-fact of the Bank;
(iii) the Exchange Agent shall be obliged to perform only such duties
as are set out specifically herein;
(iv) the Exchange Agent, whether acting for itself or in any other
capacity, may become the owner or pledgee of Notes with the same
rights as it would have had if it were not acting hereunder as
Exchange Agent; and
(v) the Exchange Agent shall incur no liability hereunder except for
loss sustained by reason of its negligence or willful misconduct.
L-48
<PAGE>
5. RESIGNATION; REMOVAL; SUCCESSORS.
(i) The Bank may at any time appoint additional Exchange Agents
and/or terminate the appointment of any Exchange Agent by giving
to the Global Agent and the relevant Exchange Agent at least 30
days' notice to that effect.
(ii) Any Exchange Agent may resign its appointment at any time by
giving the Bank and the Global Agent at least 30 days' notice to
that effect.
(iii) No resignation or (subject to paragraph (e)) termination of the
appointment of any Exchange Agent shall, however, take effect
until a new Exchange Agent in respect of the relevant issue(s) of
Notes (which shall be a bank or trust company) has been appointed
and no resignation or termination of the appointment of an
Exchange Agent shall take effect if there would not then be an
Exchange Agent as required by the Terms and Conditions of the
Notes. The Bank shall use its best efforts to appoint a new
Exchange Agent not later than 30 days after the Bank's receipt
of the notice of resignation delivered by the existing Exchange
Agent in accordance with paragraph (ii).
(iv) If an Exchange Agent changes the address of its specified office
in any particular city, it shall give the Bank and the Global
Agent at least 60 days' notice of the change, giving the new
address and the date on which the change is to take effect.
(v) The appointment of any Exchange Agent shall forthwith terminate
if it becomes incapable of acting, is adjudged bankrupt or
insolvent, files a voluntary petition in bankruptcy or makes an
assignment for the benefit of its creditors, consents to the
appointment of a receiver, administrator or other similar official
of all or a substantial part of its property or admits in writing
its inability to pay or meet its debts as they mature or suspends
payment thereof, or if a resolution is passed or an order made for
the winding up or dissolution of such Exchange Agent, a
L-49
<PAGE>
receiver, administrator or other similar official is appointed
with respect to all or a substantial part of the Exchange Agent's
property, a court order is entered approving a petition filed by
or against it under applicable bankruptcy or insolvency law, or a
public officer take charge or control of the Exchange Agent or its
property or affairs for the purpose of rehabilitation, conservation
or liquidation.
(vi) If any Exchange Agent resigns or its appointment is terminated,
it shall, on the date on which the resignation or termination
takes effect, pay to the new Exchange Agent any amount held by it
for payment in respect of the Notes and deliver to the new
Exchange Agent the records kept by it.
(vii) A corporation into which an Exchange Agent is merged or converted
or with which it is consolidated or which results from any merger,
conversion or consolidation to which it is a party shall, to the
extent permitted by applicable law, be the successor agent under
this Agreement without further formality. The relevant Exchange
Agent shall forthwith notify the Bank and the Global Agent of
any such event.
6. CERTAIN DEFINITIONS. As used herein, "New York Business Day"
means each day on which banks are open for business in the City of New York.
All capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Global Agency Agreement and the definitions
from the Terms and Conditions of the Notes set forth as Exhibit H to the
Global Agency Agreement, the Prospectus of the Bank in
L-50
<PAGE>
respect of the Program, as replaced or amended from time to time, and each
Pricing Supplement relating to the Notes.
7. INDEMNIFICATION. The Bank shall indemnify and hold harmless the
Exchange Agent, its directors, officers, employees and agents from and
against any and all actions, claims, damages, liabilities, judgments, losses,
costs, charges and expenses (including legal fees and expenses) relating to
or arising out of actions or omissions from actions in any capacity
hereunder, except actions, claims, damages, liabilities, judgments, losses,
costs, charges and expenses caused by the negligence or willful misconduct of
the Exchange Agent, its directors, officers, employees or agents. The
Exchange Agent shall incur no liability and shall be indemnified and held
harmless by the Bank for, or in respect of, any actions taken, omitted to be
taken or suffered to be taken in good faith by the Exchange Agent in reliance
upon (i) a written opinion of counsel or (ii) any instruction from the Bank.
8. NOTICES. Any notice or other communication required to be given
hereunder shall be delivered in person, sent by letter, telecopy or telex or
communicated by telephone (subject, in the case of communication by telephone
or telecopy, to written confirmation by guaranteed overnight courier
dispatched within twenty-four (24) hours) to the addresses given below or
such other address as each party hereto may subsequently designated in
writing.
To the Bank: International Bank for
Reconstruction and Development
1818 H Street, N.W.
Washington, D.C. 20433
Attention: Director
Financial Operations Dept.
Telephone No.: (202) 458-0774
Fax No.: (202) 477-1736
Telex No.: 248423
To the Global Agent and Calculation Agent:
Morgan Guaranty Trust Company of New York
60 Victoria Embankment
London EC4Y OJP
Attention: Trust and Agency Services
Telephone No.: (071) 325-8976
Fax No.: (071) 325-8154
Telex No.: 896631
L-51
<PAGE>
To the Exchange Agent:
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
-------------------------------------------------
Attention: ______________________________________
Telephone No.: __________________________________
Fax No.: ________________________________________
Telex No.: _____________________________________
Any notice hereunder given by facsimile or telex shall be deemed to have been
given when transmitted. Any notice hereunder given when transmitted. Any
notice hereunder given by letter shall be deemed to have been given five
Business Days after mailing such notices.
9. GOVERNING LAW. This Agreement shall be governed by and
interpreted in accordance with the laws of The State of New York.
10. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
11. BENEFIT OF AGREEMENT. This Agreement is solely for the benefit
of the parties hereto and their successors and assigns, and no other person
shall acquire or have any rights under or by virtue hereof.
L-52
<PAGE>
IN WITNESS WHEREOF, this Agreement has been entered into as of the day
and year first above written.
INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
By:
----------------------------------
Name:
Title:
----------------------------------------
as Exchange Agent
By:
-----------------------------------
Name:
Title:
L-53
<PAGE>
EXHIBIT M
FORM OF BANK CONFIRMATION
[Date]
To: Morgan Guaranty Trust Company of New York
[London Office] [Insert other office in relevant jurisdiction]
Attention
and: [Name of Purchaser]
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT - GLOBAL
MULTICURRENCY NOTE PROGRAM
We hereby confirm our instructions to Morgan Guaranty Trust Company of New York
as Global Agent to prepare, complete, authenticate and deliver a [specify
form(s) of Note] in the form(s) attached hereto with the following Pricing
Supplement attached for each issue of Notes (which is to be purchased in
accordance with the terms of the administrative guidelines currently in force
relating to the above Program) and to give instructions to DTC, DKV, Euroclear,
Cedel or [specify other clearing system(s)] as follows:
Credit account at DTC, DKV, Euroclear, Cedel or [specify other clearing
system(s)] list clearing system specified by [name of Purchaser/Lead
Manager] with the following Notes:
INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
By:
------------------------------------
Name:
Title:
M-54
<PAGE>
EXHIBIT C
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
Global Multicurrency Note Program
AMENDMENT NO. 1 TO THE GLOBAL AGENCY AGREEMENT dated as of August 21,
1996 among the International Bank for Reconstruction and Development (the
"Bank") and Morgan Guaranty Trust Company of New York (the "Global Agent").
WHEREAS, the Bank and the Global Agent have entered into that certain
GLOBAL AGENCY AGREEMENT dated as of April 15, 1994 (the "Original Global Agency
Agreement"; capitalized terms used but not defined herein shall have the meaning
set forth in the Original Global Agency Agreement); and
WHEREAS, the prospectus for the Program dated April 15, 1994 is being
replaced on this date by a prospectus dated the date hereof; and
WHEREAS, in view of the replacement of said prospectus, the parties
wish to make certain amendments to the Original Global Agency Agreement that the
Bank and the Global Agent agree are necessary or desirable and that will not, in
the reasonable opinions of the Bank and the Global Agent, adversely affect the
interests of the Holders of the Notes;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. AMENDMENT TO REFERENCES TO CEDEL. All references in the Original
Global Agency Agreement to "Cedel S.A." are hereby deleted and replaced with
"Cedel Bank, societe anonyme", and all references in the Original Global Agency
Agreement to "Cedel" are hereby deleted and replaced with "Cedel Bank".
2. AMENDMENT TO SECTION 3(E). Section 3(e) of the Original Global
Agency Agreement is hereby deleted and replaced with the following:
"(e) CURRENCY INFORMATION. The Bank will promptly notify the Global
Agent and the Dealers of any change in circumstances, whether by change in
any applicable law or directive or otherwise, in any relevant jurisdiction
the substance of which would effect a material modification of the
requirements applicable to Notes issued by the Bank in a Specified
Currency."
3. AMENDMENT AND RESTATEMENT OF EXHIBITS A, B, H, I, J AND M.
Exhibits A, B, H, I, J and M to the Original Global Agency Agreement are hereby
deleted and replaced with Exhibits A, B, H, I, J and M, respectively, attached
to this Amendment No. 1.
4. EFFECT ON ORIGINAL GLOBAL AGENCY AGREEMENT. Except as expressly
modified by this Amendment No. 1, the Original Global Agency Agreement shall
remain in full force and effect.
<PAGE>
5. GOVERNING LAW. This Amendment No. 1 shall be governed by, and
interpreted in accordance with, the laws of the State of New York.
6. COUNTERPARTS. This Amendment No. 1 may be executed in
counterparts, each of which shall be an original and both of which, taken
together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 to the Original Global Agency Agreement to be executed by their duly
authorized representatives, all as of the date first above written.
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
By: /s/ Deborah J. Danker
--------------------------------
Name: Deborah J. Danker
Title: Senior Manager
MORGAN GUARANTY TRUST COMPANY OF NEW YORK
as Global Agent
By: /s/ Robin Thorogood
--------------------------------
Name: Robin Thorogood
Title: Vice President
-2-
<PAGE>
Common Code No. [ ]
ISIN No. [ ]
EXHIBIT A
FORM OF TEMPORARY GLOBAL NOTE
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
[SHORT TITLE OF NOTES]
TEMPORARY GLOBAL NOTE
THIS NOTE IS A TEMPORARY GLOBAL BEARER NOTE ("GLOBAL NOTE" OR
"TEMPORARY GLOBAL NOTE") EXCHANGEABLE TO THE EXTENT AND IN THE MANNER PROVIDED
FOR HEREIN FOR (A) INTERESTS IN A PERMANENT GLOBAL BEARER NOTE (A "PERMANENT
GLOBAL NOTE") IN BEARER FORM, (B) DEFINITIVE NOTES IN BEARER FORM ("DEFINITIVE
BEARER NOTES"), (C) DEFINITIVE NOTES IN REGISTERED FORM ("DEFINITIVE REGISTERED
NOTES") OR (D) INTERESTS IN A GLOBAL NOTE IN REGISTERED FORM ("REGISTERED GLOBAL
NOTE"), IN EACH CASE AT THE PRINCIPAL OFFICE OF THE GLOBAL AGENT (AS DEFINED
HEREIN), IN LONDON. THE RIGHTS ATTACHING TO THIS GLOBAL NOTE AND THE CONDITIONS
AND PROCEDURES GOVERNING ITS EXCHANGE FOR INTERESTS IN A PERMANENT GLOBAL NOTE,
DEFINITIVE BEARER NOTES, DEFINITIVE REGISTERED NOTES OR INTERESTS IN REGISTERED
GLOBAL NOTES ARE AS SPECIFIED HEREIN AND IN THE GLOBAL AGENCY AGREEMENT REFERRED
TO BELOW.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAW, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
THIS NOTE IS NOT AN OBLIGATION OF ANY GOVERNMENT.
[INSERT LEGEND RELATING TO SPECIFIED CURRENCY, IF ANY.]
A-1
<PAGE>
THE TERMS OF THE PRICING SUPPLEMENT ATTACHED HERETO (THE "PRICING
SUPPLEMENT") AND THE TERMS AND CONDITIONS ATTACHED HERETO (THE "TERMS AND
CONDITIONS") ARE INCORPORATED BY REFERENCE HEREIN VERBATIM.
This Temporary Global Note is issued in accordance with the Global
Agency Agreement (as defined below) and is subject to the Terms and Conditions
of Notes attached hereto and the terms and conditions set forth in the attached
Pricing Supplement. Such provisions shall for all purposes have the same effect
as if set forth at this place.
Copies of the Global Agency Agreement are on file and available for
inspection at the corporate trust office of the Global Agent at 60 Victoria
Embankment, London EC4Y 0JP and, if and for so long as the Notes are listed on a
stock exchange and such exchange shall so require, at the office of the Paying
Agent named in the Pricing Supplement and located in the city of such stock
exchange. The Holder of this Note is entitled to the benefit of [DELETE THE
FOLLOWING IF THE NOTES ARE TO BE GOVERNED BY ENGLISH LAW --, is bound by] and is
deemed to have notice of, all the provisions of the Global Agency Agreement
applicable to it.
This Temporary Global Note is a temporary global security representing
an issue of duly authorized securities (the "Notes") of the International Bank
for Reconstruction and Development (herein called the "Bank"), issued pursuant
to the Global Agency Agreement (as amended or supplemented from time to time,
the "Global Agency Agreement"), dated as of April 15, 1994, between the Bank and
Morgan Guaranty Trust Company of New York, London office, as Global Agent (the
"Global Agent"). This Temporary Global Note has been issued in the Aggregate
Principal Amount specified in the Pricing Supplement (as adjusted from time to
time on Schedule A hereto) and with the Specified Currency, Issue Date, Maturity
Date, redemption and other provisions specified in the Pricing Supplement, and
bearing interest on the Calculation Amount at the rate of interest specified in
the Pricing Supplement.
In the event of any conflict between the provisions stated herein or
the provisions of the Terms and Conditions attached hereto and incorporated by
reference herein and the terms and conditions set forth in the attached Pricing
Supplement, the terms and conditions in the attached Pricing Supplement will
prevail. Terms used but not defined herein are used as defined or specified in
the Pricing Supplement or, if not defined therein, as defined in the Terms and
Conditions except that references to Principal Amount, Redemption Amount,
Variable Redemption Amount and Calculation Amount shall be to the aggregate of
such amounts as specified in the Pricing Supplement in respect of each Note from
time to time represented by this Temporary Global Note.
The Bank, for value received, hereby promises to pay the bearer, upon
presentation and surrender hereof, the Principal Amount, or the Redemption
Amount or Variable Redemption Amount if one is specified in the Pricing
Supplement, in the Specified Currency on the Maturity Date or, if this Temporary
Global Note is a Note the interest basis for which is Variable Rate, on the
Interest Payment Date falling in the Redemption Month,
A-2
<PAGE>
unless earlier redeemed in accordance with the terms hereof, and, unless this
Temporary Global Note is a Note the interest basis for which is Zero Coupon
or unless otherwise specified in the Pricing Supplement, to pay interest in
arrears from (and including) the Interest Commencement Date on the Calculation
Amount at the Interest Rate or, if this Temporary Global Note is a Note the
interest basis for which is Variable Rate, at the interest rate determined in
accordance with Condition 5(II) of the Terms and Conditions, in each case per
annum, until the Principal Amount, Redemption Amount or Variable Redemption
Amount, as the case may be, hereof is paid or made available for payment.
Interest on this Temporary Global Note shall be payable by the Bank on the
dates determined in accordance with, or specified in, the Terms and Conditions
and the Pricing Supplement.
Interests in this Temporary Global Note will be exchangeable on or
after the date that is 40 days after the closing date with respect to the
offering of the Notes represented by this Temporary Global Note in whole or in
part either for interests in a Permanent Global Note in bearer form or, if and
to the extent specified in the Pricing Supplement, directly into a Definitive
Bearer Note or Notes, a Definitive Registered Note or Notes or interests in a
Registered Global Note, in each case in an aggregate principal amount equal to,
or if such Permanent Global Note, Definitive Bearer Notes, Definitive Registered
Notes, or interests in a Registered Global Note have already been issued, for an
additional aggregate principal amount of such Permanent Global Note, Definitive
Bearer Notes, Definitive Registered Notes, or interests in a Registered Global
Note equal to, that portion of this Temporary Global Note in respect of which
there shall have been presented to the Global Agent a certificate from Morgan
Guaranty Trust Company of New York, Brussels office, as operator of the
Euroclear system ("Euroclear") or from Cedel Bank, societe anonyme ("Cedel
Bank") substantially in the form of Exhibit I to the Global Agency Agreement to
the effect that it has received in writing, by tested telex or by electronic
transmission, a certification or certifications in substantially the form set
forth in Exhibit J thereto and signed by or on behalf of the person appearing in
its records as the owner of the Temporary Global Note or portions thereof being
exchanged. The Principal Amount of this Temporary Global Note shall be reduced
on exchange as specified below. Upon final exchange, this Temporary Global Note
shall become void.
In the event that a Registered Note that is represented by an interest
in this Temporary Global Note is offered or sold after the closing date with
respect to the offering of this Note by a dealer from its primary allotment to a
person within the United States or its possessions, as defined for purposes of
Treasury Regulations Sections 1.163-5(c)(2)(i)(D), or to a U.S. person, as such
term is defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as
amended, in accordance with the provisions of the Global Agency Agreement then,
as soon as practicable after receipt by the Global Agent of notification and a
request from a dealer, the Global Agent shall request that the common depositary
for Euroclear and Cedel Bank present the Temporary Global Note to the Global
Agent for endorsement to reflect the reduction in the principal amount
represented thereby by the amount to be exchanged for interests in a Registered
Global Note or for Definitive Registered Notes. Upon such endorsement, the
Global Agent shall authenticate, issue and deliver such Registered Global Notes
or Definitive Registered Notes to (A) the Depository Trust Company or such other
applicable clearing system (to the extent permitted by such clearing system) or
(B) the
A-3
<PAGE>
dealer or its designee, as applicable, in accordance with such dealer's
request, and the Registrar shall enter such Notes on the relevant register.
The Permanent Global Note, Definitive Bearer Notes, Coupons, Talons,
Definitive Registered Notes and Registered Global Note will be substantially in
the respective forms attached to the Global Agency Agreement.
On and after the date which is 40 days after the closing date with
respect to the offering of the Notes represented by this Temporary Global Note,
no payment on this Temporary Global Note will be made unless exchange for
interests in the Permanent Global Note or, if and to the extent provided in the
Pricing Supplement, Definitive Bearer Notes, Definitive Registered Notes or
interests in a Registered Global Note, is improperly withheld or refused. No
payments will be made on this Temporary Global Note unless the Global Agent
shall have received, prior to the date of each such payment, written
certification substantially in the form set out in the Global Agency Agreement
as to non-U.S. beneficial ownership as required by U.S. Treasury regulations.
Upon any redemption hereof, in whole or in part, and upon any exchange
of any portion of this Temporary Global Note for interests in a Permanent Global
Note, Definitive Bearer Note(s), Definitive Registered Note(s) or interests in a
Registered Global Note, as the case may be, the Global Agent shall endorse
Schedule A of this Temporary Global Note to reflect the reduction of the
Principal Amount by an amount equal to the aggregate principal amount so
exchanged or redeemed, whereupon the Principal Amount hereof shall be reduced
for all purposes by such amount. Except as otherwise provided herein or in the
Global Agency Agreement, until exchanged in full for interests in a Permanent
Global Note, Definitive Bearer Note(s), a Definitive Registered Notes(s) or
interests in a Registered Global Note, as the case may be, this Temporary Global
Note shall in all respects be subject to and entitled to the same benefits and
conditions under the Global Agency Agreement as a duly authenticated and
delivered definitive Note.
No provision of this Temporary Global Note shall alter or impair the
obligation of the Bank to pay the principal of and interest on the Notes when
due in accordance with the Terms and Conditions.
Unless the certificate of authentication hereon has been executed by
the Global Agent by manual signature of one its Authorized Officers, this
Temporary Global Note shall not be entitled to any benefit under the Global
Agency Agreement or be valid or obligatory for any purpose.
This Temporary Global Note shall be governed by and construed in
accordance with [New York] [English] law.
A-4
<PAGE>
IN WITNESS WHEREOF, the Bank has caused this instrument to be duly
executed with the facsimile signature of its Authorized Officer.
Dated:
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
By:
----------------------------------
Authorized Officer
Certificate of Authentication
This is one of the Notes of the issue designated in the Pricing
Supplement attached hereto and referred to in the within-mentioned Global Agency
Agreement.
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as Global Agent
By:
----------------------------------
Title:
[Names and addresses of Global Agent
and Paying Agents]
A-5
<PAGE>
SCHEDULE A
REDUCTIONS IN THE PRINCIPAL AMOUNT
OF THIS TEMPORARY GLOBAL NOTE
<TABLE>
<S> <C> <C> <C> <C>
Principal amount of Principal amount of
interests in a interests in a
Permanent Global Registered Global
Note or Definitive Note or Definitive Principal amount
Bearer Notes issued Registered Notes of this Remaining
in exchange for a issued in exchange Temporary Principal
portion of this for a portion of this Global Note amount of this Notation made
Temporary Global Temporary Global redeemed or Temporary on behalf of the
Date Note Note purchased Global Note Global Agent by
- ---- ------------------- --------------------- ---------------- -------------- ----------------
</TABLE>
A-6
<PAGE>
INTEREST PAYMENTS MADE IN RESPECT OF THIS TEMPORARY GLOBAL NOTE
The following payments have been made:
Date Interest paid on this Notation made on behalf
Made Temporary Global Note of the Global Agent by
- ---- --------------------- -----------------------
A-7
<PAGE>
Common Code No. [ ]
ISIN No. [ ]
EXHIBIT B
FORM OF PERMANENT GLOBAL NOTE
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
[SHORT TITLE OF NOTES]
PERMANENT GLOBAL NOTE
THIS NOTE IS A PERMANENT GLOBAL BEARER NOTE ("GLOBAL NOTE" OR
"PERMANENT GLOBAL NOTE") EXCHANGEABLE FOR DEFINITIVE NOTES IN BEARER FORM
("DEFINITIVE BEARER NOTES"), WITH OR WITHOUT INTEREST COUPONS ATTACHED, TO THE
EXTENT AND IN THE MANNER SPECIFIED HEREIN, AT THE PRINCIPAL OFFICE OF THE GLOBAL
AGENT (AS DEFINED HEREIN) IN LONDON, OR EXCHANGEABLE FOR DEFINITIVE NOTES IN
REGISTERED FORM ("DEFINITIVE REGISTERED NOTES") OR INTERESTS IN A GLOBAL NOTE IN
REGISTERED FORM ("REGISTERED GLOBAL NOTE"), TO THE EXTENT AND IN THE MANNER
SPECIFIED HEREIN. THE RIGHTS ATTACHING TO THIS GLOBAL NOTE AND THE CONDITIONS
AND PROCEDURES GOVERNING THE EXCHANGE OF INTERESTS HEREIN FOR DEFINITIVE BEARER
NOTES, DEFINITIVE REGISTERED NOTES OR INTERESTS IN A REGISTERED GLOBAL NOTE ARE
AS SPECIFIED HEREIN AND IN THE GLOBAL AGENCY AGREEMENT REFERRED TO BELOW.
ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS
PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.
THIS NOTE IS NOT AN OBLIGATION OF ANY GOVERNMENT.
[INSERT LEGEND RELATING TO SPECIFIED CURRENCY, IF ANY.]
B-1
<PAGE>
THE TERMS OF THE PRICING SUPPLEMENT ATTACHED HERETO (THE "PRICING
SUPPLEMENT") AND THE TERMS AND CONDITIONS ATTACHED HERETO (THE "TERMS AND
CONDITIONS) ARE INCORPORATED BY REFERENCE HEREIN VERBATIM.
This Permanent Global Note is issued in accordance with the Global
Agency Agreement (as defined below) and is subject to the Terms and Conditions
of Notes attached hereto and the terms and conditions set forth in the attached
Pricing Supplement. Such provisions shall for all purposes have the same effect
as if set forth at this place.
Copies of the Global Agency Agreement are on file and available for
inspection at the corporate trust office of the Global Agent at 60 Victoria
Embankment, London EC4Y OJP and, if and for so long as the Notes are listed on a
stock exchange and such exchange shall so require, at the office of the Paying
Agent named in the Pricing Supplement and located in the city of such stock
exchange. The Holder of this Note is entitled to the benefit of [DELETE THE
FOLLOWING IF THE NOTES ARE TO BE GOVERNED BY ENGLISH LAW -- , is bound by] and
is deemed to have notice of, all the provisions of the Global Agency Agreement
applicable to it.
This Permanent Global Note is a permanent global security representing
an issue of duly authorized securities (the "Notes") of the International Bank
for Reconstruction and Development (herein called the "Bank"), issued pursuant
to the Global Agency Agreement (the "Global Agency Agreement"), dated as of
April 15, 1994, between the Bank and Morgan Guaranty Trust Company of New York,
London office, as Global Agent (the "Global Agent"). This Permanent Global Note
has as its Principal Amount from time to time the amount shown in the latest
entry made by or on behalf of the Global Agent in the fifth column of Schedule A
hereto and is issued with the Specified Currency, Issue Date, Maturity Date,
redemption and other provisions specified in the Pricing Supplement, and bears
interest on the Calculation Amount at the rate of interest specified in the
Pricing Supplement.
In the event of any conflict between the provisions stated herein or
the provisions of the Terms and Conditions attached hereto and incorporated by
reference herein and the terms and conditions set forth in the attached Pricing
Supplement, the terms and conditions in the attached Pricing Supplement will
prevail. Terms used but not defined herein are used as defined or specified in
the Pricing Supplement or, if not defined therein, in the Terms and Conditions
except that references to Principal Amount, Redemption Amount, Variable
Redemption Amount and Calculation Amount shall be to the aggregate of such
amounts as specified in the Pricing Supplement in respect of each Note from time
to time represented by this Permanent Global Note.
The Bank, for value received, hereby promises to pay the bearer, upon
presentation and surrender hereof, the Principal Amount, or the Redemption
Amount or Variable Redemption Amount if one is specified in the Pricing
Supplement, in the Specified Currency on the Maturity Date or, if this Permanent
Global Note is a Note the interest basis for which is Variable Rate, on the
Interest Payment Date falling in the Redemption Month, unless earlier redeemed
in accordance with the terms hereof, and, unless this Permanent Global Note is a
Note the interest basis for which is Zero Coupon or unless otherwise specified
in the Pricing Supplement, to pay interest in arrears from
B-2
<PAGE>
(and including) the Interest Commencement Date on the Calculation Amount at
the Interest Rate or, if this Permanent Global Note is a Note the interest
basis for which is Variable Rate, at the interest rate determined in
accordance with Condition 5(II) of the Terms and Conditions, in each case per
annum, until the Principal Amount, Redemption Amount or Variable Redemption
Amount, as the case may be, hereof is paid or made available for payment.
Interest on this Permanent Global Note shall be payable by the Bank on the
dates determined in accordance with, or specified in, the Terms and
Conditions and the Pricing Supplement.
This Permanent Global Note will be exchangeable in whole or, in the
circumstances provided in the next paragraph, in part for duly executed and
issued Definitive Bearer Notes in the form of Exhibit C to the Global Agency
Agreement, on or after the Exchange Date (as defined below), in certain limited
circumstances as set forth in Section 5 of the Global Agency Agreement or
otherwise as provided in the Pricing Supplement, by the holder giving notice to
the Global Agent and by the surrender of this Permanent Global Note at the
office of the Global Agent on or after the Exchange Date (as defined below).
Upon such surrender or, in the case of partial exchange, presentation, the Bank
shall procure that the Global Agent completes, authenticates and delivers, in
full or partial exchange for this Permanent Global Note, Definitive Bearer Notes
having an aggregate principal amount equal to the principal amount of this
Permanent Global Note being exchanged.
On or after the giving of a default notice referred to in "Default"
below in respect of any Notes, the holder of this Permanent Global Note may in
such notice or by giving a further notice to the Global Agent require the
exchange of a specified principal amount of this Permanent Global Note (which
may be equal to or less than the outstanding principal amount of Notes
represented hereby) for Definitive Bearer Notes on or after the Exchange Date
specified in such notice.
This Permanent Global Note is a permanent global Note issued in
exchange for all or a part of a Temporary Global Note representing the Notes of
the issue represented hereby. If this Permanent Global Note has been issued in
exchange for only part of such Temporary Global Note, then if, at any time
thereafter, any further portion of such Temporary Global Note is exchanged for
an interest in this Permanent Global Note, the Principal Amount hereof shall be
increased for all purposes by the amount of the Temporary Global Note so
exchanged and the Bank shall procure that the Global Agent shall endorse on
Schedule A hereto the amount of such increase.
Interests in this Permanent Global Note will also be exchangeable in
whole or in part for Definitive Registered Notes or interests in a Registered
Global Note (each in the respective forms set out in the Global Agency
Agreement) on or after the Exchange Date, if and to the extent provided for in
the Terms and Conditions and the Pricing Supplement by the holder giving notice
to the Global Agent and by the presentation of this Permanent Global Note at the
office of the Global Agent on or after the Exchange Date (as defined below).
Upon exchange in full of this Permanent Global Note, the Bank will, if
the holder so requests, cause it to be cancelled and returned to the holder.
For the purposes of this Permanent Global Note, "Exchange Date" means
a day falling, in the case of exchange for Definitive Bearer Notes, not less
than 40 days, and, in the case of exchange for Definitive Registered Notes or
interests in a Registered Global Note, not less than five days, after the day on
which the notice requiring exchange is given and on which banks are open for
B-3
<PAGE>
business in the city in which the specified office of the Global Agent is
located and, if applicable, in the cities in which the relevant clearing systems
are located.
Upon any exchange in whole or in part of this Permanent Global Note
for Definitive Bearer Notes, or in whole or in part for Definitive Registered
Notes or interests in a Registered Global Note, the principal amount hereof so
exchanged shall be endorsed by the Global Agent on Schedule A hereto, whereupon
the Principal Amount hereof shall be reduced for all purposes by the amount so
exchanged and endorsed. Upon any redemption hereof, in whole or in part, the
Global Agent shall endorse Schedule A of this Permanent Global Note to reflect
the reduction of the Principal Amount by an amount equal to the aggregate
principal amount so redeemed, whereupon the Principal Amount hereof shall be
reduced for all purposes by such amount. Except as otherwise provided herein or
in the Global Agency Agreement, until exchanged in full for Definitive Bearer
Notes, Definitive Registered Notes or interests in a Registered Global Note,
this Permanent Global Note shall in all respects be subject to and entitled to
the same benefits and conditions under the Global Agency Agreement as a duly
authenticated and delivered definitive Note.
PAYMENTS
Principal and interest in respect of this Permanent Global Note shall
be paid to its holder against presentation and, at maturity, surrender of it to,
or to the order of, the Global Agent (or to or to the order of such other Paying
Agent as shall have been notified to the Noteholders for this purpose) which
shall endorse such payment or cause such payment to be endorsed in Schedule B
hereto (such endorsement being prima facie evidence that the payment in question
has been made). References in the Terms and Conditions to Coupons and
Couponholders shall be construed accordingly. No person shall however be
entitled to receive any payment by way of principal of or interest on this
Permanent Global Note (or such part of this Permanent Global Note which is
required to be exchanged) falling due after the Exchange Date for delivery of
Definitive Bearer Notes, unless exchange of this Permanent Global Note for
Definitive Bearer Notes is improperly withheld or refused by or on behalf of the
Bank or the Bank does not perform or comply with any one or more of what are
expressed to be its obligations under the Notes.
NOTICES
So long as this Permanent Global Note is held on behalf of a clearing
system(s), notices required to be given to Noteholders may be given by their
being delivered to the clearing system(s) rather than by publication as required
by the Terms and Conditions[INCLUDE THE FOLLOWING IF THE NOTES ARE TO BE LISTED
ON THE LUXEMBOURG STOCK EXCHANGE -- , except that, so long as the Notes are
listed on the Luxembourg Stock Exchange and the rules of that exchange so
require, notices shall also be published in a leading daily French or German
language newspaper having general circulation in Luxembourg (which is expected
to be the Luxemburger Wort)] [INCLUDE THE FOLLOWING IF THE NOTES ARE TO BE
LISTED ON THE PARIS STOCK EXCHANGE -- , except that, so long as the Notes are
listed on the Paris Stock Exchange and the rules of that exchange so require,
notices shall also be published in a leading daily French language newspaper
having general circulation in France (which is expected to be La Tribune
DesFosses or Les Echos)].
B-4
<PAGE>
[DELETE THE FOLLOWING FOR NOTES GOVERNED BY NEW YORK LAW -- PRESCRIPTION
Claims in respect of principal and interest in respect of this
Permanent Global Note will become prescribed unless it is presented for payment
within the number of years (in the case of principal and interest) from the
appropriate Relevant Date (as described in Condition 8) and specified in the
Pricing Supplement.]
PURCHASE AND CANCELLATION
All Notes purchased by the Bank may be cancelled or may be re-issued
or re-sold, such cancellation to be effected by reduction in the Principal
Amount of this Permanent Global Note to zero upon its presentation to or to the
order of the Global Agent for endorsement in Schedule A. Notes may only be
purchased by the Bank if they are purchased together with the right to receive
all future payments of interest thereon.
DEFAULT
The holder hereof may exercise the right to declare Notes represented
by this Permanent Global Note due and repayable under Condition 10 of the Terms
and Conditions by stating in the notice (the "default notice") to the Bank the
principal amount of Notes (which may be less than the outstanding principal
amount hereof) to which such notice relates.
[INCLUDE THE FOLLOWING IF NOTES ARE TO BE GOVERNED BY ENGLISH LAW --
At any time after giving a default notice (but subject as provided below), the
holder of this Permanent Global Note may from time to time elect that Direct
Rights under the provisions of Schedule C shall come into effect. Such election
shall be made by notice to the Global Agent and presentation of this Permanent
Global Note to or to the order of the Global Agent for reduction of the
Principal Amount of Notes represented by this Permanent Global Note to
[SPECIFIED CURRENCY] zero (or to such other figure as shall be specified in the
notice) by endorsement in Schedule A and the corresponding endorsement in
Schedule C of such principal amount of Notes formerly represented hereby as the
principal amount of Notes in respect of which Direct Rights have arisen under
Schedule C. Upon such endorsement the appropriate Direct Rights shall take
effect.
No such election may however be made on or before an Exchange Date for
Definitive Bearer Notes fixed in accordance with this Permanent Global Note with
respect to the Notes to which that Exchange Date relates unless the holder
elects in such notice that the exchange in question shall no longer take place.]
REDEMPTION AT THE OPTION OF THE BANK
No drawing of Notes will be required under Condition 6(e) of the Terms
and Conditions in the event that the Bank exercises its option set forth in that
Condition while all the Notes are represented by this Permanent Global Note in
respect of less than the aggregate principal amount of Notes then outstanding.
B-5
<PAGE>
REDEMPTION AT THE OPTION OF A NOTEHOLDER
The Noteholders' option in Condition 6(f) of the Terms and Conditions
to require the Bank to redeem Notes may be exercised by the holder of this
Permanent Global Note giving notice to the Global Agent of the principal amount
of Notes in respect of which the option is exercised and presenting this Global
Note for endorsement of exercise within the time limits specified in Condition
6(f) of the Terms and Conditions.
No provision of this Permanent Global Note shall alter or impair the
obligation of the Bank to pay the principal of and interest on the Notes when
due in accordance with the Terms and Conditions.
Unless the certificate of authentication hereon has been executed by
the Global Agent by manual signature of one of its Authorized Officers, this
Permanent Global Note shall not be entitled to any benefit under the Global
Agency Agreement or be valid or obligatory for any purpose.
This Permanent Global Note is governed by and shall be construed in
accordance with the laws of [the State of New York] [England].
B-6
<PAGE>
[DELETE THE FOLLOWING IF THE NOTES ARE TO BE GOVERNED BY ENGLISH
LAW -- IN WITNESS WHEREOF, the Bank has caused this instrument to be duly
executed with the facsimile signature of its Authorized Officer.
Dated:
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
By: _________________________________
Authorized Officer]
[INCLUDE THE FOLLOWING IF THE NOTES ARE TO BE GOVERNED BY ENGLISH
LAW -- In witness whereof this Permanent Global Note has been executed as a deed
on [CLOSING DATE].
SIGNED, SEALED AND DELIVERED
by
for and on behalf of
INTERNATIONAL BANK FOR
RECONSTRUCTION AND
DEVELOPMENT
in the presence of:-]
Certificate of Authentication
This is one of the Notes of the issue designated in the Pricing
Supplement attached hereto and referred to in the within-mentioned Global Agency
Agreement.
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK, as Global Agent
By:___________________________________
Title:
[Names and addresses of Global Agent
and Paying Agents]
B-7
<PAGE>
SCHEDULE A
REDUCTIONS AND INCREASES IN THE PRINCIPAL AMOUNT
OF THIS PERMANENT GLOBAL NOTE
<TABLE>
<S> <C> <C> <C> <C>
Principal amount of
Bearer Notes,
Definitive Registered
Notes [,/or] interests
in a Registered
Global Note [or Increase Remaining
Direct Rights] issued resulting from Principal Notation
in exchange for a exchanges for Amount of made on
portion of this interests in the Reduction resulting this behalf of
Permanent Global Temporary from redemption or Permanent the Global
Date Note Global Note cancellation Global Note Agent by
- ---- --------------------- ---------------- ------------------- ----------- ----------
</TABLE>
B-8
<PAGE>
SCHEDULE B
INTEREST PAYMENTS MADE IN RESPECT OF THIS
PERMANENT GLOBAL NOTE
The following payments have been made:
Interest paid Notation made
Date on this Permanent on behalf of
made Global Note the Global Agent by
---- ----------------- -------------------
B-9
<PAGE>
[INCLUDE THE FOLLOWING IF THE NOTES ARE TO BE GOVERNED BY ENGLISH LAW --
SCHEDULE C
DIRECT ENFORCEMENT RIGHTS
This Permanent Global Note has effect as a deed poll conferring on
Relevant Account Holders the Direct Rights referred to in this Schedule in
respect of the principal amount of Notes stated in paragraph (E) of this
Schedule.
(A) INTERPRETATION: In this Schedule, terms are used with the same meanings as
in the Permanent Global Note, and in addition:-
"CLEARING SYSTEM OPERATOR" means the operator of each of the
relevant clearing systems;
"DIRECT RIGHTS" means the rights referred to in paragraph (B);
"ENTRY" means any entry relating to this Permanent Global Note (or
to the relevant part of it) or the Notes represented by it which is
or has been made in the securities account of any account holder
with a Clearing System Operator and "ENTRIES" shall have a
corresponding meaning;
"RELEVANT ACCOUNT HOLDER" means the holder of any account with a
Clearing System Operator which at the Relevant Time has credited to
its securities account with such Clearing System Operator an Entry
or Entries in respect of this Permanent Global Note (or the relevant
part of it) or the Notes represented by it except for a Clearing
System Operator in its capacity as an account holder of another
Clearing System Operator;
"RELEVANT PRINCIPAL AMOUNT" means, in respect of any Entry, the
amount which would be due to the holder of the account in which such
Entry is credited were the principal amount of this Permanent Global
Note or the Notes represented by it in respect of which such Entry
was made to be paid in full at its maturity; and
"RELEVANT TIME" means the time when Direct Rights take effect as
contemplated by this Permanent Global Note.
(B) DIRECT RIGHTS: Each Relevant Account Holder shall at the Relevant Time
acquire against the Bank all rights which the Relevant Account Holder in
question would have had if, immediately before the Relevant Time, it had been
the holder of the definitive Notes issued on the issue date of this Permanent
Global Note in an aggregate principal amount equal to the Relevant Principal
Amount of the relevant Entry including, without limitation, the right to
receive all payments due at any time in respect of such definitive Notes,
other than payments corresponding to any already made under this Permanent
Global Note. No further action shall be required on the part of any person
in order for such Direct Rights to be acquired and for each Relevant Account
Holder to have the benefit of, and to enforce, rights corresponding to all
the provisions of relevant definitive Notes as if they had been issued and as
if such provisions had been specifically incorporated in this Schedule, other
than the right to receive payments corresponding to any already made under
this Permanent Global Note.
B-10
<PAGE>
(C) EVIDENCE: The records of each Clearing System Operator shall, in the
absence of manifest error, be conclusive evidence of the identity of the
Relevant Account Holders, the number of Entries credited to the securities
account of each Relevant Account Holder with such Clearing System Operator at
the Relevant Time and the Relevant Principal Amount of an Entry. For the
purposes of this Clause a statement issued by a Clearing System Operator
stating:-
(1) the name of the Relevant Account Holder to or in respect of
which it is issued;
(2) the number of Entries credited to the securities account of such
Relevant Account Holder with such Clearing System Operator as at the
opening of business on the first day on which the Clearing System
Operator is open for business following the Relevant Time; and
(3) the Relevant Principal Amount of any Entry in the accounts of
such Clearing System Operator,
shall be conclusive evidence of the records of such Clearing System Operator at
the Relevant Time (but without prejudice to any other means of producing such
records in evidence). In the event of a dispute, in the absence of manifest
error, the determination of the Relevant Time by a Clearing System Operator
shall be final and conclusive for all purposes in connection with the Relevant
Account Holders with securities accounts with such Clearing System Operator.
Any Relevant Account Holder may, in any proceedings relating
to this Permanent Global Note, protect and enforce its rights arising out of
this Schedule in respect of any Entry to which it is entitled upon the basis of
a statement by a Clearing System Operator as provided in this Clause and a copy
of this Permanent Global Note certified as being a true copy by a duly
authorized officer of any Clearing System Operator or the Global Agent without
the need for production in such proceedings or in any court of the actual
records or this Permanent Global Note. Any such certification shall be binding,
except in the case of manifest error or as may be ordered by any court of
competent jurisdiction, upon the Bank and all Relevant Account Holders. This
Clause shall not limit any right of any Relevant Account Holder to the
production of the originals of such records or documents in evidence.
(D) TITLE TO ENTRIES: Any Relevant Account Holder may protect and enforce
its rights arising out of this Permanent Global Note in respect of any Entry
to which it is entitled in its own name without the necessity of using the
name of or obtaining any authority from any predecessor in title. Any
Relevant Account Holder is entitled to receive payment of the Relevant
Principal Amount of its Entry and of all other sums referable to its Direct
Rights to the exclusion of any other person and payment in full by the Bank
to such Relevant Account Holder shall discharge the Bank from all obligations
in respect of such Entry and such Direct Rights.
B-11
<PAGE>
(E) PRINCIPAL AMOUNT: The principal amount of Notes in respect of which
Direct Rights have arisen under this Permanent Global Note is shown by the
latest entry in the third column below:-
<TABLE>
<S> <C> <C> <C>
Amount of increase
in principal amount Initial principal
of Notes in respect amount and principal Notation made by
of which Direct amount following or on behalf
Date Rights have arisen such increase of the Global Agent
- ---- ------------------- -------------------- --------------------
[CLOSING DATE] Not applicable [SPECIFIED CURRENCY] Not applicable
Zero
</TABLE>
B-12
<PAGE>
EXHIBIT H
TERMS AND CONDITIONS OF THE NOTES
H-1
<PAGE>
EXHIBIT I
FORM OF CERTIFICATION TO BE GIVEN
BY THE EUROCLEAR OPERATOR OR CEDEL BANK, SOCIETE ANONYME
CERTIFICATE
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
[SHORT TITLE OF NOTES]
(the "Notes")
This is to certify that, based solely on certifications we have received in
writing, by tested telex or by electronic transmission from member
organizations appearing in our records as person(s) being entitled to a
portion of the principal amount set forth below (our "Member Organizations")
substantially to the effect set forth in Exhibit K to the Global Agency
Agreement, as of the date hereof, [Currency and Amount] principal amount of
the above-captioned Notes (i) is owned by persons that are not citizens or
residents of the United States, domestic partnerships, domestic corporations
or any estate or trust the income of which is subject to United States
Federal income taxation regardless of its source ("United States person(s)"),
(ii) is owned by United States person(s) that are (a) foreign branches of
United States financial institutions (as defined in U.S. Treasury Regulations
Section 1.165-12(c)(1)(v) ("financial institutions")) purchasing for their
own account or for resale, or (b) United States person(s) who acquired the
Notes through foreign branches of United States financial institutions and
who hold the Notes through such United States financial institutions on the
date hereof (and in either case (a) or (b), each such United States financial
institution has agreed, on its own behalf or through its agent, that we may
advise the Bank or the Bank's agent that it will comply with the requirements
of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as
amended, and the regulations thereunder), or (iii) is owned by United States
or foreign financial institutions for purposes of resale during the restricted
period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)),
and to the further effect that United States or foreign financial institutions
described in clause (iii) above (whether or not also described in clause (i)
or (ii)) have certified that they have not acquired the Notes for purposes of
resale directly or indirectly to a United States person or to a person within
the United States or its possessions.
As used herein, "United States" means the United States of America (including
the States and the District of Columbia); and its "possessions" include
Puerto Rico, and U.S. Virgin Islands, Guam, American Samoa, Wake Island and
the Northern Mariana Islands.
We further certify (i) that we are not making available herewith for exchange
(or, if relevant, exercise of any rights or collection of any principal
(including any premium or any Redemption Amount, Variable Redemption Amount
or Early Redemption Amount, and in the case of Notes the interest basis of
which is Zero Coupon, the Amortized Face Amount payable in respect thereof)
or interest, if any) any portion of the temporary global Note
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excepted in such certifications and (ii) that as of the date hereof we have
not received any notification from any of our Member Organizations to the
effect that the statements made by such Member Organizations with respect to
any portion of the part submitted herewith for exchange (or, if relevant,
exercise of any rights or collection of any principal (including any premium
or any Redemption Amount, Variable Redemption Amount or Early Redemption
Amount, and in the case of Notes the interest basis of which is Zero Coupon,
the Amortized Face Amount Payable in respect thereof) or interest, if any)
are no longer true and cannot be relied upon as of the date hereof.
We understand that this certificate is required in connection with certain
tax laws of the United States. In connection therewith, if administrative or
legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate to any interested party in such proceedings.
*Dated:_________________, 199__.
Yours faithfully,
[MORGAN GUARANTY TRUST COMPANY
OF NEW YORK, Brussels office,
as operator of the Euroclear
System or
[CEDEL BANK, SOCIETE ANONYME]
By:___________________________
_________________________
* Not earlier than the relevant payment date or the date that is 40 days
after the closing date with respect to the offering of the applicable
issue of Notes.
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<PAGE>
EXHIBIT J
FORM OF CERTIFICATION TO BE GIVEN
TO THE EUROCLEAR OPERATOR OR CEDEL BANK, SOCIETE ANONYME
CERTIFICATE
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
[SHORT TITLE OF NOTES]
(the "Notes")
This is to certify that as of the date hereof, and except as set forth below,
the above-captioned Notes held by you for our account (i) are owned by
person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of
which is subject to United States Federal income taxation regardless of its
source ("United States person(s)"), (ii) are owned by United States person(s)
that are (a) foreign branches of United States financial institutions (as
defined in U.S. Treasury Regulations Section 1.165-12(c)(1)(v)) ("financial
institutions") purchasing for their own account or for resale, or (b) United
States person(s) who acquired the Notes through foreign branches of United
States financial institutions and who hold the Notes through such United
States financial institutions on the date hereof (and in either case (a) or
(b), each such United States financial institution hereby agrees, on its own
behalf or through its agent, that you may advise the Bank or the Bank's agent
that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C)
of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) are owned by United States or foreign financial
institution(s) for purposes of resale during the restricted period (as
defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in
addition if the owner of the Notes is a United States or foreign financial
institution described in clause (iii) above (whether or not also described in
clause (i) or (ii)) this is to further certify that such financial
institution has not acquired the Notes for purposes of resale directly or
indirectly to a United States person or to a person within the United States
or its possessions.
As used herein, "United States" means the United States of America (including
the States and the District of Columbia); and its "possessions" include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and
the Northern Mariana Islands.
We undertake to advise you promptly by tested telex on or prior to the date
on which you intend to submit your certification relating to the Notes held
by you for our account in accordance with your Operating Procedures if any
applicable statement herein is not correct on such date, and in the absence
of any such notification it may be assumed that this certification applies as
of such date.
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<PAGE>
This certification excepts and does not related to [Currency and Amount]
______ of such interest in the above Notes in respect of which we are not
able to certify and as to which we understand exchange and delivery of
definitive Notes (or, if relevant, exercise of any rights or collection of
any principal (including any premium or any Redemption Amount, Variable
Redemption Amount or Early Redemption Amount and in the case of Notes the
interest basis of which is Zero Coupon, the Amortized Face Amount payable in
respect thereof) or interest, if any) cannot be made until we do so certify.
We understand that this certificate is required in connection with certain
tax laws of the United States. In connection therewith, if administrative or
legal proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate to any interested party in such proceedings.
*Dated:_______________, 199__
By:___________________________________
As, or as agent for, the beneficial
owner(s) of the Notes to which
this certificate relates.
_______________________
* No earlier than 15 days prior to the relevant payment date or the date
that is 40 days after the closing date with respect to the offering of
the applicable issue of Notes.
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<PAGE>
EXHIBIT M
FORM OF BANK CONFIRMATION
[Date]
To: Morgan Guaranty Trust Company of New York
[London Office] [Insert other office in relevant jurisdiction]
Attention
and: [Name of Purchaser]
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT - GLOBAL
MULTICURRENCY NOTE PROGRAM
We hereby confirm our instructions to Morgan Guaranty Trust Company of New York
as Global Agent to prepare, complete, authenticate and deliver a [specify
form(s) of Note] in the form(s) attached hereto with the following Pricing
Supplement attached for each issue of Notes (which is to be purchased in
accordance with the terms of the administrative guidelines currently in force
relating to the above Program) and to give instructions to DTC, DKV, Euroclear,
Cedel Bank or [specify other clearing system(s)] as follows:
Credit account at DTC, DKV, Euroclear, Cedel Bank or [specify other clearing
system(s)] list clearing system specified by [name of Purchaser/Lead Manager]
with the following Notes:
INTERNATIONAL BANK FOR
RECONSTRUCTION AND DEVELOPMENT
By:
------------------------------
Name:
Title:
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<PAGE>
EXHIBIT D
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
RESOLUTION NO. 96-3
GENERAL BORROWING AUTHORIZATION
WHEREAS the International Bank for Reconstruction and Development (the
Bank), in order to meet the funding requirements for its loans, guarantees and
liquid assets portfolio, needs to borrow an amount in the order of
U.S.$15,000,000,000 equivalent per year, subject to annual variations and not
including short-term borrowings;
WHEREAS in order to meet this need, the Executive Directors have determined
to authorize borrowings in various markets and in various currencies and
currency units, on the terms and conditions specified in this Resolution; and
WHEREAS the Executive Directors have determined to authorize the
repurchase, redemption and prepayment of the Bank's obligations issued in
various markets and in various currencies and currency units, on the terms and
conditions specified in this Resolution;
NOW THEREFORE BE IT RESOLVED AS FOLLOWS:
1. The Bank is hereby authorized to borrow from time to time in various
markets and in various currencies and currency units, including borrowings
called "Investments" from central banks of its member countries, other
governmental institutions and international organizations through its Central
Bank Facility. The currency or currency unit, net proceeds, rate of interest
(if any), maturity and other terms and conditions of each such borrowing shall
be as determined by any Authorized Officer. Such terms and conditions may
include, without limitation, provisions for any borrowing to be repayable in
whole or in part at specified dates or periods at the option of the holder or
the Bank or through mandatory sinking fund redemptions.
2. Each such borrowing may be represented by notes, bonds or other evidences
of indebtedness in one or more series (the Securities) in such forms and
denominations as shall be determined by any Authorized Officer. Any Authorized
Officer is hereby authorized, in the name and on behalf of the Bank, to (a)
issue, execute, sell and deliver, at any time, all or any part of the
Securities, (b) publish or authorize the publication of any prospectus relating
to the Securities and (c) apply, if necessary, for the listing of Securities on
appropriate stock exchanges and appear on behalf of the Bank before any official
of any such stock exchange. Pending the preparation and delivery of definitive
Securities, if any, all or any portion of such borrowing may be represented by
one or more temporary instruments which shall be in such form as shall be
approved by any Authorized Officer.
<PAGE>
2
3. In connection with any such borrowing, the Bank is authorized to issue and
sell, on terms and conditions approved by any Authorized Officer, warrants,
options or similar instruments ("Warrants") which would entitle the Warrant
holders (i) to purchase additional notes, bonds or other evidences of
indebtedness ("Additional Securities"), or (ii) to exercise such Warrants upon
any other terms and conditions specified therein.
4. Certificated Securities, Additional Securities and Warrants shall be signed
in the name and on behalf of the Bank with the manual or facsimile signatures of
the President and the Vice President and Treasurer of the Bank, and a facsimile
of the Bank's official seal shall be printed, lithographed, embossed or engraved
thereon; and Securities represented by permanent global certificates shall be
signed in the name and on behalf of the Bank by any Authorized Officer.
5. The Bank is hereby authorized to repurchase from time to time, on the open
market or otherwise, Securities at any time outstanding which are issued by the
Bank in any market, and in any currency or currency unit, on such terms and
conditions as shall be determined by any Authorized Officer.
6. With respect to any issue of Securities of the Bank under which the Bank is
obligated or may elect to repurchase, redeem or prepay such Securities before
maturity, any Authorized Officer is hereby authorized, in the name and on behalf
of the Bank, (i) to elect to redeem and to call for redemption and redeem, or to
prepay, Securities of such issue upon the terms and conditions specified
therein, and (ii) to elect to apply Securities repurchased pursuant to paragraph
1 of this Resolution, at such time or times as such Authorized Officer shall
deem advisable, for purposes of mandatory or optional redemption or prepayment
provisions of such Securities.
7. Any Authorized Officer is hereby authorized, in the name and on behalf of
the Bank, to execute, deliver and publish any agreements, instruments and other
documents and take such other action as such Authorized Officer shall consider
necessary or advisable to effect the purposes of this Resolution.
8. As used herein, the term "Authorized Officer" means any of the following
officers of the Bank, acting jointly or severally, in the name and on behalf of
the Bank: (a) the President; any Managing Director; the Senior Vice President
and General Counsel; the Vice President and Treasurer; either Deputy General
Counsel; the Director, Financial Operations Department; the Director, European
Office; the Director, Tokyo Office; the Chief Counsel, Finance; and any Senior
Manager, Financial Operations Department; and any person designated to act in an
official capacity for any such officer in his or her absence, and (b) any other
officer of the Bank designated in writing for this purpose by the President; any
Managing Director; the Vice President and Treasurer; or the Director, Financial
Operations Department, of the Bank.
9. Borrowings authorized hereby shall be subject to any approvals required
under the Articles of Agreement of the Bank.
10. This Resolution supersedes Resolutions No. 83-90 (as amended), 89-11 (as
amended), 91-24 and 95-4 (as amended).
<PAGE>
EXHIBIT E
[LETTERHEAD]
August 21, 1996
To each of the Dealers
listed in the Annex hereto,
together with any other agent,
dealer or underwriter appointed
pursuant to the Dealer Agreement
to purchase or solicit offers to
purchase Notes under the Program
(the "Dealers")
INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT
GLOBAL MULTICURRENCY NOTE PROGRAM (THE "PROGRAM")
Dear Sirs:
I have reviewed the proceedings of the International Bank for
Reconstruction and Development (the "Bank") to authorize the issue and sale of
notes under the Program (the "Securities"), in registered, bookentry, or bearer
form. In connection with such review, I have examined, among other things:
(a) the Articles of Agreement, By-Laws and Rules of Procedure for
Meetings of the Executive Directors of the Bank;
(b) Resolution No. 96-3, adopted by the Executive Directors of the
Bank at a meeting held on July 30, 1996, and now in effect, which
is applicable to the issue of the Securities and authorizes the
Bank (a) to borrow from time to time in various markets and in
various currencies and currency units, and (b) to repurchase,
redeem and prepay securities issued by the Bank, as specified
therein;
(c) the communications from the Governments of Australia, Belgium,
Canada, Denmark, Finland, France, Germany, Ireland, Italy,
Japan, Luxembourg, the Netherlands, New Zealand, Norway,
Portugal, Spain, Sweden, Switzerland, the United Kingdom and
the United States, notifying the Bank, pursuant to Article IV,
Section 1(b) of the Bank's Articles of Agreement, of the approval
by said Governments of the issuance of Securities by the Bank,
denominated in their respective currencies and, as the case may
be, in ECU, in markets inside and, except for Spain, outside
their respective countries, and of their agreement to the
conversion of the proceeds of such borrowings;
(d) the communications from the Governments of the United Kingdom and
Hong Kong notifying the Bank, pursuant to Article IV, Section
1(b) of the Bank's Articles of Agreement, of the approval by
said Governments of the issuance of Securities denominated in
Hong Kong dollars, in markets inside and outside Hong Kong, and
of their agreement to the conversion of the proceeds of such
borrowings;
<PAGE>
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(e) the communications from the Governments of Australia, Belgium,
Canada, Denmark, France, Germany, Italy, Ireland, Japan,
Luxembourg, the Netherlands, New Zealand, Portugal, Singapore,
Spain, Sweden, Switzerland, the United Kingdom and the United
States, notifying the Bank, pursuant to Article IV, Section 1(b)
of the Bank's Articles of Agreement, of the approval by said
Governments of borrowings by the Bank in their respective markets
denominated in currencies other than their respective currencies
and in ECU, and of their agreement to the conversion of the
proceeds of such borrowings;
(f) the Dealer Agreement, dated as of April 15, 1994, and Amendment
No. 1 thereto, dated August 21, 1996 (collectively, the "Dealer
Agreement"), between the Bank and the initial Dealers listed
therein relating to the issue and sale of the Securities,
including the form of the Terms Agreement and Pricing Supplement
in respect of the Securities attached thereto;
(g) the Liquidity Arrangements Agreement, dated as of April 15, 1994,
between the Bank and the Dealers relating to the repurchase and
exchange of certain Securities;
(h) the Fiscal Agency Agreement dated as of November 30, 1983 between
the Bank and the Federal Reserve Bank of New York, as
supplemented and amended, relating to the issue of certain
bookentry Securities denominated in U.S. dollars (the "Fiscal
Agency Agreement");
(i) the Global Agency Agreement dated as of April 15, 1994 and
Amendment No. 1 thereto, dated August 21, 1996 (collectively,
the "Global Agency Agreement"), between the Bank and Morgan
Guaranty Trust Company of New York, as fiscal agent, registrar,
exchange agent and calculation agent, relating to certain
Securities, including the forms of the global notes representing
such Securities, the definitive registered and bearer Securities,
and the coupons attached thereto; and
(j) the Prospectus, dated August 21, 1996, relating to the
Securities.
Based on the foregoing and such legal considerations as I deem relevant, I
am of the opinion that:
(1) the Bank is an international organization duly established and
existing under its Articles of Agreement;
(2) the Bank has obtained all governmental approvals required
pursuant to the Articles of Agreement in connection with the
offering, issue and sale of the Securities;
(3) the creation, issue, sale and delivery of the Securities, and the
execution of any such Securities in definitive form, have been
duly authorized, and when duly issued and delivered, and in the
case of Securities in definitive form, duly executed,
authenticated, issued and delivered, the Securities will
constitute valid and legally binding obligations of the Bank in
accordance with their terms;
(4) the Dealer Agreement has been duly authorized, executed and
delivered by the Bank, and the execution and delivery of any
applicable Terms Agreement and Pricing Supplement has been duly
authorized and, when duly executed and delivered, will constitute
a valid and legally binding obligation of the Bank;
<PAGE>
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(5) each of the Fiscal Agency Agreement and the Global Agency
Agreement has been duly authorized, executed and delivered by
the Bank and constitutes a valid and legally binding obligation
of the Bank; and
(6) under existing law it is not necessary in connection with the
public offering and sale of the Securities to register the
Securities under the U.S. Securities Act of 1933, as amended, or
to qualify an indenture with respect thereto under the U.S. Trust
Indenture Act of 1939, as amended.
In rendering the foregoing opinion, I have, with your approval, assumed
that signatures on all documents examined by me are genuine.
Very truly yours,
Daoud L. Khairallah
Deputy General Counsel
Administration, Finance & Institutional Affairs
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
INTERNATIONAL BANK FOR 1818 H Street, N.W. (202) 477-1234
RECONSTRUCTION AND DEVELOPMENT Washington, D.C. 20433 U.S.A. Cable Address: INTBAFRAD
</TABLE>
FILE NO. 1-3431
REGULATION BW
RULE 3
August 23, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
I attach a Report dated August 23, 1996 of the International Bank for
Reconstruction and Development (the "Bank") under Rule 3 of Regulation BW with
respect to issues of debt securities under the Bank's Global Multicurrency Note
Program.
Sincerely yours,
/s/ Daoud L. Khairallah
Daoud L. Khairallah
Deputy General Counsel
Administration, Finance and Institutional Affairs
Enclosures
