On the ratification of the Guarantee Agreement between the Republic of Kazakhstan and the European Bank for Reconstruction and Development on loans for the development of small and medium-sized enterprises
Decree of the President of the Republic of Kazakhstan dated April 7, 1995 N 2179
Based on Article 2 of the Law of the Republic of Kazakhstan dated December 10, 1993 "On the temporary delegation of additional powers to the President of the Republic of Kazakhstan and heads of local administrations", I hereby decree:
1. To ratify the Guarantee Agreement between the Republic of Kazakhstan and the European Bank for Reconstruction and Development on loans for the development of small and medium-sized enterprises, signed in London on December 22, 1993. 2. This Decree comes into force from the date of its publication. President of the Republic of Kazakhstan Guarantee Agreement (loans for the development of small and medium-sized enterprises) between the Republic of Kazakhstan and the European Bank for Reconstruction and Development <*> (informal text) Guarantee Agreement dated December 22, 1993 between the Republic of Kazakhstan (the "Guarantor") and the European Bank (the "Bank") The preamble
Since the Guarantor and the National Bank of the Republic of Kazakhstan (the "Borrower") have requested the Bank to assist and finance part of the project (as defined in the Loan Agreement below);
Because based on a loan agreement dated the same date as this Agreement between the Bank and the Borrower (the "Loan Agreement") The Bank has agreed to provide the Borrower with a loan on the terms set out in the Loan Agreement, but only on the condition that the Guarantor agrees to guarantee the Borrower's obligations in respect of such loan as provided for in this Agreement; and since the Guarantor, subject to the Bank's conclusion of a Loan Agreement with the Borrower, has agreed to guarantee such obligations of the Borrower; The Parties to this Agreement have agreed on the following:
Article I - Definitions Section 1.01. Definitions
Throughout this Agreement, the terms defined in the preamble to this Agreement or in the Loan Agreement have the meanings assigned to such terms in the preamble to this Agreement or in the Loan Agreement, and the following terms have the following meanings: "right of retention" includes liens, mortgages, collateral, privileges and pre-emptive rights of any kind; and "public assets" means the property, receipts, or claims of any kind of the Guarantor, its any political or administrative subdivision, or any entity that is owned by the Guarantor or any such subdivision., or controlled by them or acting on behalf of, or in the interests of, the Guarantor or any such entity, including gold and other foreign exchange assets held by any institution, performing the functions of the central bank or the monetary stabilization fund or similar functions for the Guarantor.
Section 1.02. Headings
The headings and table of contents are included solely for convenience and are not part of this Agreement.
Article II - Guarantee, etc.
Section 2.01. Warranty
(a) The Guarantor hereby unconditionally guarantees, as the principal debtor, and not only as the surety, the due and punctual payment of any and all amounts due under the Loan Agreement, both at the specified due date and before its occurrence, and the punctual fulfillment of all other obligations of the Borrower, as set out in the Loan Agreement.
(b) The Guarantor ensures that no actions that would impede or interfere with the execution of the project or the effective functioning of the project facilities, or the fulfillment of the Borrower's obligations under the Loan Agreement, are undertaken or authorized by the Guarantor or any of its political or administrative divisions, or any of the entities owned or controlled by the Guarantor or such divisions The Guarantor, or such units, or acting on behalf of or in their interests of the Guarantor or such units.
Section 2.02. Development of the banking sector
The Guarantor implements a policy that promotes the creation and development of a competitive private banking sector in the territory of the Guarantor and, from time to time or at the request of the Bank, analyzes with the Bank the implementation of such a policy.
Section 2.03. Head Office
The Guarantor ensures the participation of representatives of the Ministry of Economy and the Ministry of Finance of the Guarantor in the Management Board of the Head Office in accordance with the Loan Agreement.
Article III - Cooperation and information;
Failure to provide collateral
Section 3.01. Financial and economic data
(a) The Guarantor provides the Bank with all such information as the Bank reasonably requests.:
(1) with respect to financial and economic conditions in its territory, including its balance of payments and its external debt, as well as the balance of payments and external debt of its political or administrative subdivisions and any entity owned by, controlled by, or acting on behalf of, the Guarantor or any such subdivision, or acting on their behalf or in their interests, or any an institution performing the functions of a central bank or a monetary stabilization fund, or similar functions for a Guarantor; and
(2) with regard to proposals for the implementation of economic reforms, including proposed privatization measures and measures in the banking sector, including reports prepared from time to time by international financial organizations on the banking sector that may have an impact on the project, including reforms in the legal or regulatory framework of such sector, as well as measures affecting the legislative framework and with regard to bankruptcy and taxation.
(b) The Guarantor shall provide all reasonable opportunities for representatives of the Bank to visit any part of its territory for purposes related to the loan or project and to comment on the information referred to in paragraph (a) of this section.
Section 3.02. Failure to provide collateral
(a) The Guarantor undertakes to ensure that no other external debt takes precedence over the loan in the allocation, use or distribution of foreign currency funds held under the control or in the interests of the Guarantor. In the event of a right of retention with respect to any public assets as collateral for any external debt or any arrangement having equivalent consequences that would or could result in a preferential right of the creditor of the external debt with respect to the allocation, use or distribution of foreign currency funds, the right of retention, unless the Bank agrees otherwise, ipso facto and at no cost to the Bank, it provides the principal amount of the loan and interest and other fees on it evenly and proportionally, and the Guarantor creates or authorizes the creation of such a retention right., provides for a specific provision in this regard; provided, however, that if, for any constitutional or other legal reason, such provision cannot be provided for any right of retention created in respect of the assets of any of its political or administrative divisions, the Guarantor promptly and without cost to the Bank secures the principal amount of the loan and interest and other fees on it are an equivalent right of retention in respect of other public assets satisfactory to the Bank.
(b) The above obligation does not apply to:
(1) any retention right created in respect of property at the time of its purchase solely as collateral for the payment of the purchase price of such property or as collateral for the payment of debt incurred for the purpose of financing the purchase of such property; and
(2) any right of retention arising in the ordinary course of banking operations and securing a debt that matures no more than one year after its due date.
Article IV - Obligations of the Guarantor
Section 4.01. Implementation by observing and preserving rights
With the exception of what is provided for in section 4.02., the obligations of the Guarantor under this Agreement shall not be terminated except upon performance and exclusively within the limits of such performance. Such obligations do not require any prior notification to the Borrower, claims against him or actions against him, or any prior notification to the Guarantor or claims against him in respect of any default by the Borrower. Such obligations are not hindered by any of the following:
(a) any extension of time, abstention from action, or assignment granted to the Borrower;
(b) any presentation and failure to declare or delay in the presentation of any right, authority or remedy against the Borrower or in respect of any collateral for the loan;
(c) any modification or addition of the terms of the Loan Agreement provided for in its terms; or (d) any failure by the Borrower to comply with any requirement of any law of the Guarantor.
Section 4.02. Termination after payment If the Borrower has not paid the principal amount or interest, or has not made any other payment required under the Loan Agreement (other than as a result of any act or omission of the Guarantor), and such payment is made by the Guarantor, the Guarantor may, after consultation with the Bank, by notifying the Bank and the Borrower, terminate its obligations under The Guarantee Agreement in respect of any amount provided as of the date of receipt of such notification by the Bank. Upon receipt of such notification by the Bank, such obligations in respect of such amount are terminated.
Article V - Withdrawals and fees
Section 5.01. Taxes
This Agreement and the Loan Agreement and any subsidiary agreement between the parties to such agreements are exempt from any and all taxes levied by the Guarantor or on its territory or in connection with the registration, conclusion, registration and implementation of such agreements. Section 5.02. Payment procedure
All amounts payable to the Bank under this Agreement shall be paid in the currency of the loan.:
(a) in such places as the Bank may reasonably specify; and
(b) without deduction and with exemption from any and all taxes, fees and restrictions of any kind imposed by the Guarantor or in its territory. The amounts due to the Bank in accordance with this Agreement are considered paid when they are received by the Bank.
Section 5.03. Commission fees and expenses
The Guarantor is responsible for paying any professional, bank, transfer or foreign exchange fees and expenses incurred in the preparation, execution or implementation of this Agreement or any related document.
Article VI - Other provisions
Section 6.01. Enforcement and arbitration
The Guarantor shall comply with all the conditions set out in Article IX of the Loan Agreement from the same date as this Agreement in relation to the Bank. References to the Borrower or a party in such an article are considered references to the Guarantor for the purposes of this Agreement.
Section 6.02. Notifications
Any notification or request that is required or authorized to be submitted or sent under this Agreement must be in writing. Such notification or request shall be deemed to have been duly submitted or forwarded when it is transmitted in person, by mail, telegraph, telex or fax to the party to whom it is to be submitted or forwarded, to the party's address indicated below, or to any other address that that party has indicated in writing to the party sending the notification or making a request. For the Guarantor: Republic of Kazakhstan Through: Council of Ministers of the Republic of Kazakhstan Republic Square 4 Almaty Republic of Kazakhstan Phone: 0107 3272 624897 Fax: 0107 3272 637633 Telex: For the Bank: European Bank for Reconstruction and Development Addressee: Investment Management Group One Exchange Square London EC2A 2EH England Phone: (4471) 338 6000 Fax: (4471) 338 6100 Telex: 881 2161
Section 6.03. Powers
Any action that is required or permitted to be taken and any documents that are required or permitted to be executed under this Agreement on behalf of the Guarantor may be taken or executed by the Minister of Finance of the Guarantor or the successor to the Minister of Finance or such other official of the Guarantor as the Minister of Finance or the successor to the Minister of Finance appoints in writing, and the Guarantor shall provide the Bank with sufficient confirmation of authority and a certified signature sample of each such official of the Guarantor.
Section 6.04. English
Any document submitted under this Agreement shall be written in English. Documents in any other language are accompanied by their English translation, which is certified as an approved translation, and such an approved translation is final for the parties to the Agreement.
Section 6.05. Effective Date This Agreement shall enter into force on the date on which the Bank notifies the Guarantor of its acceptance of the evidence required by Section 6.06.
Section 6.06. Conditions prior to entry into force
The Guarantor provides the Bank with satisfactory evidence that:
(a) the execution and conclusion of this Agreement on behalf of the Guarantor is duly authorized and ratified and that it is legally binding on the Guarantor in accordance with its terms; and
(b) all conditions preceding the entry into force of the Loan Agreement, except those relating to the entry into force of this Agreement, are fulfilled.
Section 6.07. Legal opinion
The Guarantor also submits to the Bank a legal opinion from the Minister of Justice of the Republic of Kazakhstan, which satisfies the Bank in form and content, stating that this Agreement has been duly authorized and ratified, and executed and concluded on behalf of the Guarantor, and is a valid and legally binding obligation of the Guarantor in accordance with its terms.
Section 6.08. Termination due to non-entry into force
If this Agreement has not entered into force by the date specified in Section 10.04 of the Loan Agreement, this Agreement and all obligations of the parties under it shall cease to be valid, unless the Bank, after reviewing the reasons for the delay, sets a later date for the purposes of this section.
Section 6.09. Termination of Performance When the entire principal amount of the loan has been paid and the interest and all fees accrued on the loan have been paid, this Agreement and all obligations of the parties under it are immediately terminated.
In witness whereof, the parties to this Agreement, acting through their duly authorized representatives, have signed this Agreement in London, England, in three (3) copies in English, each of which is considered to be the original, on the date and year indicated above. * * *
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