ICBC contributes $50 million USD to a $1.5 billion USD syndicated 364-day revolving credit facility in 2012 to United Parcel Service for refinancing and general corporate purposes

Project narrative

On April 14, 2011, a syndicate of 19 banks — including the New York Branch of the Industrial and Commercial Bank of China Limited (ICBC) — entered into a $1,500,000,000 USD syndicated revolving credit facility (RCF) agreement with United Parcel Service, Inc. (UPS) — a Delaware-incorporated American multinational shipping and receiving, courier, and supply chain management company listed on the New York Stock Exchange and headquartered in Sandy Springs, Georgia — for refinancing and general corporate purposes. This RCF carried a maturity period of 364 days with all amounts outstanding due and payable on April 12, 2012, with an one-year extension option as a 364-day facility or a converted term loan. This RCF was available for drawdown in U.S. dollars, British pound sterling, Swiss francs, Japanese yen, and euros. This loan carried a variable interest rate based on LIBOR with an interest period of one, two, three, or six months or nine or 12 months (subject to lender availability) or a base rate (the highest of Citibank's prime rate, 0.50% above the Federal Funds Rate, or one month LIBOR plus 1.00%) plus an applicable margin based on a percentage determined by quotations from Markit Group Ltd. for the borrower's one-year credit default swap spread, subject to a minimum rate of 0.15% and a maximum rate of 0.75% for LIBOR advances while for the base rate the margin was 1.00% below the applicable margin for LIBOR advances (but not less than 0.00%). The RCF included a 0.03% fee payable quarterly in arrears on unused commitment amounts. The borrower also had the option to permanently reduce the aggregate commitment of the RCF in at least $25 million USD increments. The RCF contained customary covenants for the preservation and maintenance of UPS, material compliance with laws, payment of taxes, and maintenance of insurance and of its properties and restricted UPS or its subsidiaries from incurring any secured indebtedness without making provision for indebtedness under the RCF to be secured equally with such secured indebtedness, from entering into certain sale-leaseback transactions, or transferring substantially all of its assets or merging without being the surviving corporation. The RCF included a financial covenant that the borrower maintain a minimum consolidated net worth (excluding accumulated other comprehensive income or loss) of $5.0 billion USD on a quarterly basis and at the time of any borrowings. The proceeds were to be used by the borrower for general corporate purposes, including commercial paper backstop and to replace (refinance) a $1.5 billion USD 364-day RCF dated April 15, 2010; the entry of the 2011 RCF required that all outstanding amounts under the 2010 RCF were repaid and that the agreement was terminated. ICBC contributed $50,000,000 USD to the RCF. Record ID#107033 captures ICBC's contribution. As of December 31, 2011, there were no amounts outstanding under the RCF. On April 12, 2012, a syndicate of 19 banks — including the New York Branch of ICBC — entered into a $1,500,000,000 USD syndicated RCF agreement with UPS for refinancing and general corporate purposes. This RCF carried a maturity period of 364 days and a final maturity date of April 11, 2013, with an one-year extension option as a 364-day facility or a converted term loan. This RCF was available for drawdown in U.S. dollars, British pound sterling, Swiss francs, Japanese yen, and euros. This loan carried a variable interest rate based on LIBOR for the applicable interest period and currency denomination or a base rate (the highest of Citibank's prime rate, 0.50% above the Federal Funds Rate, or one month LIBOR plus 1.00%) plus an applicable margin based on a percentage determined by quotations from Markit Group Ltd. for the borrower's one-year credit default swap spread, subject to a minimum rate of 0.10% and a maximum rate of 0.75% for LIBOR advances while for the base rate the margin was 1.00% below the applicable margin for LIBOR advances (but not less than 0.00%). The RCF included a 0.02% fee payable quarterly in arrears on unused commitment amounts. The borrower also had the option to permanently reduce the aggregate commitment of the RCF in at least $25 million USD increments. The RCF contained customary covenants for the preservation and maintenance of UPS, material compliance with laws, payment of taxes, and maintenance of insurance and of its properties and restricted UPS or its subsidiaries from incurring any secured indebtedness without making provision for indebtedness under the RCF to be secured equally with such secured indebtedness, from entering into certain sale-leaseback transactions, or transferring substantially all of its assets or merging without being the surviving corporation. The RCF included a financial covenant that the borrower maintain a minimum consolidated net worth (excluding accumulated other comprehensive income or loss) of $5.0 billion USD on a quarterly basis and at the time of any borrowings. The proceeds were to be used by the borrower for general corporate and working capital purposes and to replace (refinance) the $1.5 billion USD 364-day RCF dated April 14, 2011; the entry of the 2012 RCF required that all outstanding amounts under the 2011 RCF were repaid and that the agreement was terminated. ICBC contributed $50,000,000 USD to the RCF. Record ID#107034 captures ICBC's contribution. As of December 31, 2012, there were no amounts outstanding under the RCF. On March 29, 2013, a syndicate of 19 banks — including the New York Branch of ICBC — entered into a $1,500,000,000 USD syndicated RCF agreement with UPS for refinancing and general corporate purposes. This RCF carried a maturity period of 364 days and a final maturity date of March 28, 2014, with an one-year extension option as a 364-day facility or a converted term loan. This RCF was available for drawdown in U.S. dollars, British pound sterling, Swiss francs, Japanese yen, and euros. This loan carried a variable interest rate based on LIBOR for the applicable interest period and currency denomination or a base rate (the highest of JPMorgan Chase Bank's prime rate, 0.50% above the Federal Funds Rate, or one month LIBOR plus 1.00%) plus an applicable margin based on a percentage determined by quotations from Markit Group Ltd. for the borrower's one-year credit default swap spread, subject to a minimum rate of 0.10% and a maximum rate of 0.75% for LIBOR advances while for the base rate the margin was 1.00% below the applicable margin for LIBOR advances (but not less than 0.00%). The RCF included a 0.02% fee payable quarterly in arrears on unused commitment amounts. The borrower also had the option to permanently reduce the aggregate commitment of the RCF in at least $25 million USD increments. The RCF contained customary covenants for the preservation and maintenance of UPS, material compliance with laws, payment of taxes, and maintenance of insurance and of its properties and restricted UPS or its subsidiaries from incurring any secured indebtedness without making provision for indebtedness under the RCF to be secured equally with such secured indebtedness, from entering into certain sale-leaseback transactions, or transferring substantially all of its assets or merging without being the surviving corporation. The proceeds were to be used by the borrower for general corporate and working capital purposes and to replace (refinance) a $1.5 billion USD 364-day RCF dated April 12, 2012; the entry of the 2013 RCF required that all outstanding amounts under the 2012 RCF were repaid and that the agreement was terminated. ICBC contributed $50,000,000 USD to the RCF. Record ID#107035 captures ICBC's contribution. In addition to ICBC, the following lenders contributed to the loan syndicate: JPMorgan Chase Bank, N.A. ($115,000,000 USD), Citibank, N.A. ($115,000,000 USD), Barclays Bank PLC ($100,000,000 USD), BNP Paribas S.A. ($100,000,000 USD), Bank of America, N.A. ($90,000,000 USD), Fifth Third Bank ($90,000,000 USD), Goldman Sachs Bank USA ($90,000,000 USD), Morgan Stanley Bank, N.A. ($90,000,000 USD), UBS Loan Finance LLC ($90,000,000 USD), The Bank of New York Mellon ($70,000,000 USD), Commerzbank AG ($70,000,000 USD), HSBC Bank USA, National Association ($70,000,000 USD), The Royal Bank of Scotland plc (RBS) ($70,000,000 USD), Standard Chartered Bank plc ($70,000,000 USD), Wells Fargo Bank, National Association ($70,000,000 USD), the New York Branch of The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU) ($50,000,000 USD), the Dublin Branch of ING Bank N.V. ($50,000,000 USD), and Mizuho Corporate Bank, Ltd. ($50,000,000 USD). JPMorgan Chase Bank served as administrative agent. Citigroup Global Markets Inc. and J.P. Morgan Securities LLC served as joint lead arrangers and joint bookrunners. Barclays Bank and BNP Paribas Securities Corp. served as co-lead arrangers. Citibank served as syndication agent. Barclays Bank and BNP Paribas served as co-documentation agents. As of March 31, 2013, there were no amounts outstanding under the RCF. As of December 31, 2013, there were no amounts outstanding under the RCF. On March 28, 2014, a syndicate of banks — not including ICBC — entered into a $1.5 billion USD syndicated 364-day RCF agreement with UPS for refinancing and general corporate purposes. The proceeds were to be used by the borrower for general corporate and working capital purposes and to replace (refinance) the $1.5 billion USD 364-day RCF dated March 29, 2013; the entry of the 2014 RCF required that all outstanding amounts under the 2013 RCF were repaid and that the agreement was terminated.