Article 14-1. Features of the Syndicated loan agreement of the Law on Project Financing and Securitization
1. Under a syndicated loan agreement, several creditors (hereinafter referred to as the syndicate of creditors) undertake to provide or transfer money to the borrower in accordance with each other in the amount and terms stipulated in the agreement for each creditor, and the borrower undertakes to return the money received from them to the creditors, pay remuneration, and other payments if the obligation to pay them is stipulated in the agreement.
1-1. A syndicated loan agreement may be concluded after the borrower has concluded loan agreements (bank loans) with several future members of the syndicate of creditors. In this case, the syndicated loan agreement modifies the previously incurred obligations of these persons, if the composition of the participants in the previously incurred obligations and the composition of the participants in the syndicated loan agreement completely coincide, while the syndicated loan agreement may provide for the termination or amendment of the pledge agreement and (or) other agreement related to the obligations of the borrower.
2. A syndicated loan agreement concluded between the borrower and the participants of the creditors' syndicate (the original participants of the creditors' syndicate) may provide for the possibility of new participants of the creditors' syndicate joining it, in respect of which the syndicated loan agreement is valid from the moment the new participants of the creditors' syndicate join the agreement in accordance with the procedure provided for by it. Unless otherwise provided by the syndicated loan agreement, when new members of the creditors' syndicate join the agreement, the obligations of the original members of the creditors' syndicate and the borrower do not change.
2-1. If a bilateral loan (bank loan) agreement has been concluded between a legal entity and another person who, in accordance with this Law, is entitled to be a member of a syndicate of creditors (the original creditor), a syndicated loan agreement with the participation of these persons may be concluded in one of the following ways:
1) by the parties concluding a bilateral loan (bank loan) agreement with a third party (third parties), in accordance with which the third party (third parties) accepts (accepts) assumes the obligation, in agreement with the original lender, to provide or provide the borrower with money in the amount and terms established by the said agreement, and (or) enters into the initial obligation on the lender's side;
2) by assigning the rights of claim by the original creditor under a bilateral loan agreement to a new creditor or new creditors, if an agreement has been concluded between the original creditor and the new creditor or new creditors on the procedure for all creditors to make decisions and perform their duties with respect to the borrower and other persons in connection with the provision of the loan, its servicing and repayment, and The borrower has at any time consented to the application of the provisions of this Law to the relationship with his participation.
3. A syndicated loan agreement must provide that, based on decisions taken by creditors with a financing share of at least two thirds of the total financing and in accordance with the procedure provided for by such a decision,:
1) exercise of rights or waiver of certain rights by all participants of the creditors' syndicate;
2) sending to the borrower, in cases stipulated by the laws of the Republic of Kazakhstan or the agreement, a notice of cancellation of the syndicated loan agreement or a requirement to amend or terminate it.;
3) selecting an agent bank and (or) a collateral manager from among the members of the syndicate of creditors or third parties, giving them certain powers and giving them instructions on how to exercise such powers;
4) assignment of the rights of claims of all creditors under a syndicated loan agreement to another participant in the syndicate of creditors, as well as to persons who, in accordance with this Law, are entitled to be participants in the syndicate of creditors;
5) early repayment of all or the remaining part of the loan item together with remuneration in cases specified by the syndicated loan agreement;
6) foreclosure on mortgaged property in an out-of-court or judicial manner;
7) filing a lawsuit to recover the amount of debt under the syndicated loan agreement;
8) filing an application to the court for the application of a rehabilitation procedure against the borrower or declaring the borrower bankrupt in accordance with the legislation of the Republic of Kazakhstan.
4. The syndicated loan agreement must be concluded in writing. Failure to comply with the written form of the syndicated loan agreement entails its nullity.
5. In cases where, as of the date of conclusion of the syndicated loan agreement, at least two thirds of the amount under the syndicated loan agreement is provided to the borrower by banks of the Astana International Financial Center, non–resident banks of the Republic of Kazakhstan and (or) an international financial organization, the syndicated loan agreement may be concluded in the form of a syndicated loan agreement on standard terms developed by a foreign a professional organization.
The parties have the right to make changes and (or) additions to the syndicated loan agreement concluded on standard terms developed by a foreign professional organization, in accordance with the procedure and on the terms defined by this syndicated loan agreement.
6. If one of the participants in the creditors' syndicate claims to terminate the syndicated loan agreement, such agreement remains valid with respect to other participants in the creditors' syndicate, provided that there are at least two remaining.
The Law of the Republic of Kazakhstan dated February 20, 2006 No. 126.
This Law establishes the legal basis and conditions for project financing and securitization in the Republic of Kazakhstan, defines the specifics of the assignment of claims and the legal regime of property in project financing and securitization, the legal status of a special financial company, as well as the legal basis and conditions for syndicated financing.
President
Republic of Kazakhstan
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