Resolution CMN No. 2493 — Establishes Conditions for the Assignment of Credits to Exclusive-Object Joint-Stock Companies

RESOLUTION NO. 002493

Establishes conditions for the assignment of credits to joint-stock companies with exclusive corporate purpose.

The CENTRAL BANK OF BRAZIL, in accordance with Article 9 of Law No. 4,595 of December 31, 1964, makes public that the MONETARY COUNCIL, in a session held on May 6, 1998, based on Article 4, items VI and VIII, of the aforementioned Law, and on Article 23 of Law No. 6,099 of September 12, 1974, as amended by Law No. 7,132 of October 26, 1983,

RESOLVED:

Article 1. Authorize the assignment of credits arising from loan, financing, and financial leasing operations contracted by multiple banks, commercial banks, investment banks, credit, financing, and investment companies, real estate credit companies, financial leasing companies, and mortgage companies to joint-stock companies that have as their exclusive corporate purpose the acquisition of such credits.

Paragraph 1. The assignment referred to in this article may only be carried out with a joint-stock company that:

I - contains in its name the expression "Financial Credit Securitization Company";

II - raises funds exclusively through the following means:

a) in the country, through the issuance of debentures for public distribution and shares;

b) abroad, through the issuance of securities and financial instruments, observing the current legislation and regulations;

III - has in its bylaws and in the instruments for the issuance of securities and financial instruments that, until the full payment of the obligations represented by the securities and financial instruments issued, the following acts are prohibited:

a) transfer of control;

b) reduction of capital, incorporation, merger, spin-off, or dissolution;

c) assignment of credits, or assignment of any rights regarding them, to the controlling entity or to any person linked to it, under conditions different from those provided in the instruments for the issuance of securities or financial instruments;

IV - acquires credits with exchange rate variation clauses exclusively using funds raised through the issuance of securities or financial instruments abroad.

Paragraph 2. The provisions of Paragraph 1, item III, do not apply if there is prior authorization from holders of 50% (fifty percent) or more of the nominal value of the aforementioned securities and financial instruments, excluding from such calculation those eventually held by the controlling entity or affiliated company, convened in a general meeting specifically called and held according to the rules applicable to general meetings of debenture holders of open companies.

Paragraph 3. Regardless of the content of Paragraph 2, the assignment referred to in Paragraph 1, item III, letter "c", may occur if carried out at a value equal to or greater than the nominal value of the credits, minus the interest not yet incurred and the financial charges incorporated into their nominal value in the form of discount, calculated proportionally to the number of days remaining until the maturity date of such credits.

Article 2. The assignment referred to in Article 1:

I - is not subject to the restrictions provided in Resolution No. 1,962 of August 27, 1992, and may cover, including, credits in abnormal course, under conditions freely agreed upon by the parties;

II - may only be carried out without the co-obligation of the assignor or an affiliated institution;

III - implies the transfer, to the assignee, of the contracts, instruments, and guarantees necessary for their execution.

Paragraph 1. The following are prohibited:

I - the assignment of credit at term to a securitization company with which the assignor maintains an affiliation link, in accordance with Articles 34 of Law No. 4,595 of December 31, 1964, and 17 of Law No. 7,492 of June 16, 1986;

II - the repurchase, by the assigning institution, of previously assigned credits or the acquisition of securities or instruments issued based on these credits, as well as the carrying out of any transaction subsequent to the corresponding assignment that results, even indirectly, in the return of the same risk to the assigning institution.

Paragraph 2. In the case where the assignment is carried out with payment at term, the provisioning of the assigned credits must be maintained until the full settlement of the operation.

Paragraph 3. In the case where the assignment covers credits subject to credit contingency to the public sector, the same must remain calculated by the assigning institution within the limits established in Resolutions Nos. 2,443 of November 14, 1997, and 2,461 of December 26, 1997, until their corresponding settlement.

Article 3. In the issuance of debentures referred to in Article 1, Paragraph 1, item II, letter "a", a multiple bank with commercial and/or investment portfolio, commercial bank, or investment bank must be designated as fiduciary agent, except in the event that the securitization company is controlled by one of the institutions listed in Article 1, "caput".

Article 4. The payment of yields, amortization, and redemption of the securities and financial instruments referred to in Article 1, Paragraph 1, item II, are conditioned upon the realization of credits specified in the corresponding issuance instrument, observing the possibility of providing additional guarantees to the aforementioned securities and financial instruments.

Sole Paragraph. The instrument for the issuance of securities and financial instruments must provide:

I - the possibility that the corresponding redemption be effected, totally or partially, through the transfer of the credits specified in the corresponding issuance instrument that were not realized at their respective maturity;

II - the treatment to be afforded in the case where credits in abnormal course come to be paid totally or partially through the transfer of assets or in the case where their debtors have declared bankruptcy or insolvency or entered into liquidation.

Article 5. The Central Bank of Brazil and the Securities and Exchange Commission (CVM), within their respective areas of competence, are authorized to adopt the measures and issue the norms necessary for the execution of the provisions of this Resolution, with the Central Bank of Brazil being able to determine the treatment to be afforded to credits of institutions in extrajudicial liquidation process.

Article 6. This Resolution enters into force on the date of its publication.

Article 7. Resolution No. 2,026 of November 24, 1993, is hereby revoked.

Brasília, May 7, 1998

Gustavo H. B. Franco
President

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NOTE. Rectified due to an error in the date of the revoked Resolution.