On the ratification of loan agreements between the Republic of Kazakhstan and the Export-Import Bank of Japan

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Decree of the President of the Republic of Kazakhstan dated September 15, 1995 N 2458

I decree:

1. To ratify the Agreement on granting a loan to the Republic of Kazakhstan by the Export-Import Bank of Japan (co-financing with a Loan from the International Bank for Reconstruction and Development to support structural Transformation), signed on September 6, 1995 and providing for the allocation of a loan in the amount equivalent to 60 million US dollars.

2. To ratify the Agreement on granting a loan to the Republic of Kazakhstan by the Export-Import Bank of Japan (co-financing with the STAND-BY Program of the International Monetary Fund), signed on September 6, 1995 and providing for the allocation of a loan in the amount equivalent to 90 million US dollars. 3. This Decree shall enter into force from the date of publication. President of the Republic of Kazakhstan Loan Agreement between the Republic of Kazakhstan and the Export-Import Bank of Japan <*> (unofficial text)

Loan Agreement between the Republic of Kazakhstan, acting through and through the National Bank of the Republic of Kazakhstan (hereinafter referred to as the "Borrower"), and the Export-Import Bank of Japan (hereinafter referred to as the "Eximbank"),

The Parties testify, bearing in mind that (A) the International Monetary Fund (hereinafter referred to as the "IMF") received a letter of intent dated May 12, 1995, requesting a 12-month STAND-BY in the amount of SDR 185.6 million, 70% of Kazakhstan's quota, in support of the Government's economic program for The year is 1995.

(B) The IMF has approved the use of its financial resources in the amount of SDR 185.6 million for a 12-month period (this approval is hereinafter referred to, as in the case of ongoing corrections and revisions, as the "Agreement with the IMF" dated June 5, 1995).

(C) The borrower submitted a request to Eximbank for loan funds in the amount of ninety million US dollars (USD 90,000,000.00) to assist in financing major imports in the form of parallel loans to the Agreement with the IMF. (D) Eximbank has accordingly agreed to provide credit facilities to the Borrower in the form of parallel lending to the Agreement with the IMF on the terms and conditions set out below. At present, therefore, the parties have agreed on the following:

Article I Definitions 1) In this Agreement, as well as in the following descriptions and appendices, the following expressions will, unless otherwise implied in the context, have the following meanings: "Depreciation schedule": as defined in Section (2) of Article V; "Borrower's country": the Republic of Kazakhstan; "Business Day": the day when banks and other financial institutions are open to work with foreign exchange in Tokyo; "Consultant": as defined in Section (1) of Article X;

"Withdrawal of funds": any withdrawal of funds from an account made in accordance with Article III and withdrawal procedures or, if this is implied by the context, the principal amount of such withdrawal remaining outstanding from time to time. "Withdrawal Period": the period beginning on the date of acceptance of this Agreement and ending on the earliest of the dates: (aa) August 25th, 1996, (bb) the date on which funds and/or the amount of funds in dollars are fully withdrawn from the account by virtue of this Agreement, (bb) the date when the funds are cancelled in accordance with the terms of this Agreement, (yy) another date agreed upon by the parties. "Withdrawal Procedure": The withdrawal procedures are described below in Appendix B to this Agreement. "Eligible products": imported goods and services during the duration of the program that are not to be financed from loan proceeds, provided that the following products are excluded from the definition of eligible products: (a) goods included in the following groups or subgroups according to the ISIC (International Standard Trade Classification) or any subsequent groups or subgroups for future changes to the MCTK, as determined by Eximbank for the Borrower:

Article II Amount of funds and use of credit (1) (Obligation) (a) Eximbank hereby agrees to provide, in accordance with the terms of this Agreement, borrowed funds in yen in a total amount not exceeding___________ Ian. (b) Notwithstanding Paragraph (a) above, in any event, the total amount of all US dollar withdrawals made in accordance with the terms of this agreement (recalculated by summing up all US dollar amounts for all withdrawal requests submitted by the Borrower in accordance with the Withdrawal Procedure described below in Annex A to this agreement) will not exceed ninety million US dollars (90,000,000.00 US dollars). (2) (Loan Utilization) All proceeds from the Loan will be used by the Borrower solely for the purpose of financing the main import of Eligible Goods required by the Borrower's country during the Program period. (3) (Non-military assignment) The equipment, machinery, goods and services to be financed from the proceeds of the loan must be non-military and purchased in accordance with the general principles of the Eximbank.

Article III Withdrawals (1) (Withdrawal Procedure) Subject to the fulfillment of the conditions specified in Article IV and other terms of this Agreement, Eximbank will withdraw funds from the account in accordance with the withdrawal procedures defined further in Appendix A. (2) (Withdrawal Period) Except in cases agreed with Eximbank and subject to other terms and conditions and this Agreement, withdrawals will be made in accordance with the Schedule specified in Appendix A. (3) (Final withdrawal deadline) No withdrawals will be made after the deadline for withdrawals, unless otherwise agreed in writing with Eximbank. (4) (Borrower's Account) After the execution of this Agreement, the Borrower will identify a non-resident yen account ("Yen Account") in the name of the Borrower and open it with an Agent Bank specifically opened for the exclusive purpose of implementing this Agreement.

Article IV Use Case Conditions (1) (Conditions for the first withdrawal of funds) This Agreement comes into force from the date of its acceptance, with the condition, however, that Eximbank will not have any obligations under this Agreement and no withdrawals will be made by Eximbank until Eximbank notifies the Borrower that Eximbank has received all of the following documents, each in proper form and an inherently satisfactory Eximbank in all aspects: (i) such legal opinion as Eximbank may lawfully require, including, in particular, the legal opinion of the Minister of Justice of the Borrower's country in the form specified in Appendix D (provided that if any reservations are made to any such legal opinion, such reservations will include legitimate detailed explanations of the legal basis for this and will be satisfactory to Eximbank), (ii) documentary evidence of the authority of each person who (aa) has signed this Agreement on behalf of the Borrower and (bb) will sign applications, reports, certificates and other documents, required under this Agreement and will in other cases act as a representative of the Borrower in relation to the implementation and administration of this Agreement (such documentary evidence must include certified copies of all government acts and permits accepted or received to certify the authority to secure and implement this Agreement by the Borrower and the intended operations under the terms of this Agreement and samples of authorized signatures and a certificate allocation of responsibilities for each person described in paragraphs (aa) and (bb) above), (iii) certified copies of all relevant laws regarding the eligibility and authority of the Borrower and the fulfillment of its obligations under this Agreement and the constituent documents of the National Bank of the Republic of Kazakhstan, (iv) the consent of the Tokyo Procedural Agent and the London Procedural Agent of the Borrower in the form specified in Annex D, (v) a copy of the Agreement with the IMF together with the annexes and amendments to this Agreement, as approved by the IMF Executive Board, and (vi) such other documents, certificates, materials, and information (financial and other), which Eximbank may legitimately request regarding this Agreement. In accordance with this Agreement, the Borrower uses all opportunities to provide all of the above documents to Eximbank as soon as possible from the moment of receipt of this document. (2)(Withdrawal Conditions) Moreover, despite all of the above, Eximbank's obligation for each withdrawal of funds under this Agreement will be subject to the following conditions each time: (a) on the date of each withdrawal from the account, neither in case of default of its obligations, nor in any other case, with a temporary error or with receipt of notification, or in both cases, which They may lead to a case of non-fulfillment of their obligations and may affect the results of withdrawals, and will be a continuation or result of such withdrawals., (b) all representations and guarantees provided or given by the Borrower under this Agreement remain true and accurate in all material respects as at the date of each withdrawal, (c) Eximbank receives notification from the Executive Director of Japan to the IMF of the relevant performance criteria and, where necessary in Agreement with the IMF, in addition to a Program review By the Executive Board or providing necessary waivers or changes to the Program or performance criteria, and (d) on the date of such withdrawal, The Borrower's right or eligibility to purchase under the Agreement with the IMF has not been suspended, interrupted or restricted in accordance with the paragraphs of this Agreement.

Article V Disbursement and prepayment of the Loan (1) (Disbursement of disbursed funds) The Borrower will pay to Eximbank on each disbursement date an amount equivalent to one fourteenth (1/14) of the principal amount remaining on the last disbursement date (the amount of each disbursement is rounded up with respect to each disbursed portion of the loan on the relevant date (except the last disbursement date) to the first one thousands of yen (Y 1,000. - minus the entire amount added from the partial payment on the last payment date). In this Agreement, the term "Partial Payment" is used, which means the full amount of payment as of a certain date in respect of all parts of the loan provided, and therefore "Partial Payment" means the amount payable in respect of any one part of the loan provided on each payment date. (2) (Depreciation Schedule) Immediately after the last loan allocation date, Eximbank will prepare and send to the Borrower a depreciation schedule in the form specified in Appendix B (Depreciation Schedule), which determines the amount of each partial payment to be paid by the Borrower on each specific date, and this amount is calculated as described in Section (1) of this article V. This depreciation schedule and all amendments to it are valid if no errors occur. If amendments are made to the depreciation schedule, Eximbank draws up a new one with appropriate amendments, which replaces the original one, and Eximbank sends the new schedule to the Borrower immediately. (3) (Prepayment) (a) At any time after the day following the date of provision of the last part, but not less than 30 days before sending a written irrevocable notice to Eximbank, the Borrower may prepare an advance for such parts and payment dates as are acceptable to Eximbank: (i) for the entire loan amount; or (ii) for the entire amount of one or more partial payments provided, provided that, after such prepayment, none of the parts remains unpaid after the prepayment has been made, together with interest due up to and including the date of such prepayment, as well as any other amounts payable. (b) If the Borrower requires borrowed funds earlier than stipulated due to obligations to the IMF or otherwise, the Borrower, at the request of Eximbank, must make an advance payment on the date of receipt of these borrowed funds, that is, part of the loan together with the interest due on the date immediately preceding the prepayment date, and as well as any other amounts to be paid, and the ratio between the prepaid loan amount and the agreed amounts of each part before the end date must be identical to the ratio between that amount., which is required in connection with the obligations of the IMF, to the total amount of all funds received from the IMF under various agreements before the end date. (c) In the event that the Borrower is required to repurchase funds ahead of schedule by agreement with the IMF in accordance with the IMF rules on early repayment of funds, Eximbank may, after consultation with the Borrower, require prepayment from the latter on or after the date of such early repayment of borrowed funds, and this includes part of the loan together with all interest due on the date, which immediately precedes the date of such prepayment, as well as any other amounts due. In addition, the ratio between the prepaid loan amount and the sum of all loan parts provided before the end date should be identical to the ratio between the early repayment of borrowed funds from the IMF and the total number of all purchases received under agreements with the IMF before the end date. (d) Any or all such prepayments made in accordance with paragraphs (b) and (c) shall be used to repay: (i) if such prepayment is made before the date of provision of the last part, the reverse order between the part of the funds provided and the date of such provision shall apply.; and (ii) if such an advance payment is made on or after the date of the provision of the last portion, the partial payments are made in reverse order of urgency and distributed according to each portion paid in respect of each portion of borrowed funds. (e) In accordance with paragraph (e) below, the Borrower must pay a prepayment bonus in the amount of half a percentage (0.5%) of the amount for which the prepayment is made, and this premium is paid simultaneously with the prepayment. (e) If the Borrower is required to make any advance payment in accordance with paragraphs (b) and (c) above, the Borrower must make such payments within the specified time frame, while the provisions of paragraph (e) will not apply. (g) After agreeing on the date of any advance payment, it is considered final for the payment of the principal and interest due in accordance with this section (3), and in the event that the Borrower is unable to pay the specified amounts, he pays penalties for delay in accordance with section (3) of Article VI. below. (h) The amounts paid in advance are not re-lent.

Article VI Interest rate, commitment fees and late payment (1) Interest rate (a) For each part of the loan, an annual interest rate equal to the highest value is paid: (i) the amount (aa) of the long-term primary loan rate on the date of such provision, minus (bb) one fifth of one percent (0.2%); or (ii) the rates on financial investments and the loan program at that date. Eximbank determines the interest rate applicable to each part of the loan on the relevant date, which it must immediately notify the Borrower. The rate determined by Eximbank is final, except for obvious errors. Interest is paid on each withdrawn portion of the loan on the relevant date during the period of validity when that portion of the loan is granted, including the immediate date of that portion of the loan (in the case of initial interest payment), or including the date immediately preceding the date of interest payment (in the case of each subsequent interest payment) up to and including the day itself, immediately preceding the first mentioned interest payment date. (b) In addition to the above, the date of each interest payment, which falls within the period from and including the date on which the first payment was made from the account up to the date of the last payment from the account, must be one (1) month after the payment of interest, when it is necessary to make interest payments, or they are paid in accordance with with paragraph (a), except for this provision. (2) Commitment Fees (a) The borrower must pay commitment fees at the rate of _________(-) per annum for the daily unused portion of funds that are available for distribution. The amount of the commission is determined to be earlier than (i) 60 days from the date indicated, or (ii) the date specified in the notification from Eximbank to the Borrower, which is considered to be the date that determines that all the conditions of the precursor for the first withdrawal set out in Article IV, and these conditions are considered satisfactory (such date is defined as "the date of interest accrual"), up to and including the date of the last withdrawal from the account. (b) Commitment fees must be paid on arrears on the date one month after each interest payment date during the withdrawal period and on the date one month after the interest payment date immediately following the date of the last withdrawal of funds from the account, for the period starting from and including the "interest accrual date" (in in the case of the initial payment of commission on the obligation), or the immediately preceding interest payment date (in the case of each subsequent payment of commission on the obligation) up to and including the day, immediately preceding the first mentioned interest payment date or the date of the last withdrawal of funds from the account, depending on the circumstances. (3) Late payment. If the Borrower does not pay interest or does not repay a certain part of the debt within the time period specified in this Agreement, the Borrower must, at the request of Eximbank, pay penalties for overdue amounts as well as after and before the trial, in the amount of (i) two (2%) percent plus (ii) (aa) in case of payment of the principal the interest rate applicable to such overdue principal amounts is used, or (bb) in the case of interest, the rate applicable to the principal amount for which the interest has not been paid is used for each day during the period, starting from a certain date and including the day immediately preceding the date of the actual payment (hereinafter referred to as the "delay period"). During the delay period, interest shall not accrue as defined in section (1) of this Article VI for any overdue payment of the principal amount or interest. (4) The basis for calculations. The interest and commission on the commitment must be calculated on a daily basis and calculated based on one year, i.e. 365 days and the actual number of days elapsed (amounts less than one yen rounded up).

Article VII Payments and currency (1) Time and place of payment. All payments are made by the Borrower in yen to the Eximbank account at the head office no later than 11:00 Tokyo time on the relevant date. For any payment received later, a penalty fee is charged for each business day, in accordance with section (3) of Article VI, which is paid together with any other payment. (2) Payments made on a business day. If any payment made by the Borrower falls on a non-business day, then such payment must be made on the first next business day and such payment will not be subject to penalties. (3) Payments free of claims and taxes. The amount of any payment made by the Borrower should not be reduced if this payment is taxable. If any payment (including the one referred to in this proposal) is reduced by tax, the Borrower must reimburse the amount of tax through a subsequent payment. If the Eximbank had to pay for such a payment, from which the amount of tax was not deducted, or it incurs costs in connection with taxes that apply to any of the payments, then the Eximbank has the right to demand compensation from the Borrower for losses incurred in the amount of the tax collected or costs incurred. (4) Payment in yen. The Borrower's obligations to make payments in Japanese yen are not reduced or fulfilled by any amount, offer or compensation (regardless of valuation) expressed, paid or converted in such a way that Eximbank can receive the full amount due to it in yen at any appropriate time, and accordingly such obligation of the Borrower will be its primary alternative or additional action to compensate the amount in yen (if such action is being taken at all), by which timely payment of the amount due in yen is ensured, and this action will not be affected by the assessment applicable to any other amount payable in accordance with this Agreement. (5) Insufficient payment. If the amount of any payment made by the Borrower is less than that required on the date of the actual payment, the Borrower has any right he might have to take corrective action, and Eximbank may request compensation for any or all amounts owed or overdue on the date and in the manner determined by Eximbank itself.

Article VIII Taxes, fees and expenses (1) Compensation of taxes and bank fees. The Borrower must compensate Eximbank for the following expenses: (a) all legal fees, registration fees, other expenses and taxes, penalties that may be imposed by legislative or governmental authorities in connection with the execution, delivery, registration (including without limitation facts that can be accepted as evidence) of this Agreement, or receipt and execution any assessment or remuneration given in connection with this Agreement, (b) all bank fees or charges related to withdrawals, payments, payments or prepayments of the principal amounts, interest, commission on the obligation or any other expenses assumed by Eximbank in connection with this Agreement, and (c) the costs associated with the receipt and delivery of documents, opinions and certificates referred to in subsections (i)-(vi), section (1) Articles IV. (2) Expenses. (a) The borrower, regardless of whether a withdrawal has been made from the account or not, must, at the request of Eximbank, pay all expenses incurred by Eximbank, but the amount must not exceed thirty million yen (Y 30,000,000.00), including, but not limited to, legal services, consultations, translation services, communications, transportation costs, accommodation, pocket fees related to negotiations, preparation, execution, delivery, administration and implementation of this Agreement. Eximbank will provide the Borrower with a detailed preliminary estimate of such expenses. (b) The Borrower must also pay, at Eximbank's request, all costs, including, but not limited to, legal fees for the period of study or in connection with: (i) the administration of this Agreement, any necessary amendments thereto, or as a result of a material change in the Borrower's circumstances, or (ii) the execution, maintenance, or improvement of any his rights in accordance with this Agreement. (3) Agency fee. The Borrower pays for the Agent's services in relation to this Agreement, the method and methods of payment are agreed separately between the Borrower and the Agent.

President

Republic of Kazakhstan

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