Exhibit 99(B)
[XXXXXX XXXXXXX LOGO] Xxxxxx Xxxxxxx & Co. International Limited
00 Xxxxx Xxxxxx
Xxxxxx Xxxxx
Xxxxxx X00 0XX
tel x00 (0)00 0000 0000
fax x00 (0)00 0000 0000
telex 8812564
TERMS AGREEMENT NO. 2866
UNDER THE GLOBAL DEBT ISSUANCE FACILITY
April 11, 2005
International Bank for Reconstruction
and Development (the "BANK")
0000 X Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
The undersigned agrees to purchase from you the Bank's US$10,000,000 Range
Accrual Callable Notes due April 13, 2020 (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 April 13, 2005 (the
"SETTLEMENT DATE") at an aggregate purchase price of US$10,000,000 (the
"PURCHASE PRICE") (being the sum of 100.00 percent of the aggregate principal
amount of the Notes) 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 "PROSPECTUS"), 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 additional terms shall apply to the offering:
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[XXXXXX XXXXXXX LOGO]
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 percent. of the aggregate principal amount of the Notes).
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 purchase of the issue of Notes to which this
Terms Agreement pertains. The undersigned shall be vested, solely with
respect to this issue to 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. Xxxxxx Xxxxxxx agrees to pay all initial and ongoing costs and expenses
of listing the Notes on the Luxembourg Stock Exchange (including the costs
and expenses of the listing agent and for the notices required to be
published in connection with the issue of the Notes).
6. 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.
7. 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: Global Capital Markets - Head of Transaction Management Group
Telephone x00 (0)00 0000 0000
Telex: 8812564 MORSTN G
Fax: x00 (0)00 0000 0000
8. All notices and other communications hereunder shall be in writing and
shall be transmitted in accordance with Section 9 of the Standard
Provisions.
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[XXXXXX XXXXXXX LOGO]
9. This
Terms Agreement shall be governed by, and construed in accordance
with, the laws of New York.
10. 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.
XXXXXX XXXXXXX & CO. INTERNATIONAL LIMITED
By: /s/ XXXXX XXXXXX
Name: Xxxxx Xxxxxx
Title: Vice President
CONFIRMED AND ACCEPTED, as of the
date first written above:
INTERNATIONAL BANK FOR RECONSTRUCTION
AND DEVELOPMENT
By:
Name:
Title:
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