EXHIBIT B
TERMS AGREEMENT NO. 2422
UNDER THE GLOBAL DEBT ISSUANCE FACILITY
November 5, 2002
International Bank for Reconstruction
and Development
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
The undersigned agrees to purchase from you (the "BANK") the Bank's
US$45,615,000 Callable Variable Interest Rate Range Notes due November 7, 2014
(the "NOTES") described in the Pricing Supplement relating thereto and dated as
of the date hereof (the "PRICING SUPPLEMENT") at 11.00 a.m. (New York time) on
November 7, 2002 (the "SETTLEMENT DATE") at an aggregate purchase price of
US$45,615,000 on the terms set forth herein and in the Standard Provisions,
amended and restated as of October 7, 1997, relating to the issuance of Notes by
the Bank (the "STANDARD PROVISIONS"), incorporated herein by reference. In so
purchasing the Notes, 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 Standard Provisions as so incorporated, the term
"NOTES" refers to the Notes as defined herein. All other terms defined in the
Prospectus dated October 7, 1997 the Pricing Supplement and the Standard
Provisions shall have the same meaning when used herein.
The Bank represents and warrants to the undersigned that the representations,
warranties and agreements of the Bank set forth in Section 2 of the Standard
Provisions (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 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
Standard Provisions and to the Bank's performance and observance of all
applicable covenants and agreements contained therein.
Subject to Section 5(h) of the Standard Provisions, the Bank certifies to the
undersigned that, as of the Settlement Date, (i) the representations and
warranties of the Bank contained in the Standard Provisions are true and correct
as though made at and as of the Settlement Date, (ii) the Bank has performed all
of its obligations under this Terms Agreement required to be performed or
satisfied on or prior to the Settlement Date, and (iii) the Prospectus contains
all material information relating to the assets and liabilities, financial
position, and profits and losses of the Bank, and nothing has happened or is
expected to happen which would require the Prospectus to be supplemented or
updated.
The following terms shall apply to the offering:
1 The Bank agrees that it will issue the Notes and Xxxxxx Xxxxxxx & Co.
International Limited ("XXXXXX XXXXXXX") agrees to purchase the Notes
at the purchase price specified above (being equal to the issue price
of 100.00 per cent. of the aggregate principal amount of the Notes).
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2 The purchase price specified above will be paid on the Settlement Date
by Xxxxxx Xxxxxxx (against delivery of the Notes to an account
designated by Xxxxxx Xxxxxxx) to Citibank, N.A. (DTC Account No. 2952)
as Custodian for Cede & Co., as nominee for The Depository Trust
Company, for transfer in immediately available funds to an account
designated by the Bank.
3 The Bank hereby appoints the undersigned as a Dealer under the Standard
Provisions solely for the purpose of the issue of Notes to which this
Terms Agreement pertains. The undersigned shall be vested, solely with
respect to this issue of Notes, with all authority, rights and powers
of a Dealer purchasing Notes as principal set out in the Standard
Provisions, a copy of which it acknowledges it has received, and this
Terms Agreement. The undersigned acknowledges having received copies of
the documents listed in Exhibit A to the Standard Provisions, which it
has requested.
4 In consideration of the Bank appointing the undersigned as a Dealer
solely with respect to this issue of Notes, the undersigned hereby
undertakes for the benefit of the Bank 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 Standard
Provisions.
5 The undersigned 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 Standard Provisions 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 the undersigned which have arisen
prior to such termination.
6 For purposes hereof, the notice details of the undersigned are as
follows:
Xxxxxx Xxxxxxx & Co. International Limited
00 Xxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxx X00 0XX
Attention: Head of Transaction Management Group - Debt Capital Markets
Telephone: x00 (0)00 0000 0000
Telex: 8812564 MORSTN G
Fax: x00 (0)00 0000 0000
7 All notices and other communications hereunder shall be in writing and
shall be transmitted in accordance with Section 9 of the Standard
Provisions.
8 This Terms Agreement shall be governed by and construed in accordance
with the laws of England.
9 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.
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XXXXXX XXXXXXX & CO. INTERNATIONAL LIMITED
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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