On the ratification of the Loan Agreement (East-West Highway Development Project (Almaty-Khorgos section): Western Europe-Western China International Transit Corridor (TSAREC 1b) between the Republic of Kazakhstan and the International Bank for Reconstruction and Development

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On the ratification of the Loan Agreement (East-West Highway Development Project (Almaty-Khorgos section): Western Europe-Western China International Transit Corridor (TSAREC 1b) between the Republic of Kazakhstan and the International Bank for Reconstruction and Development

Law of the Republic of Kazakhstan dated May 23, 2013 No. 100-V

To ratify the Loan Agreement (East-West Highway Development Project (Almaty-Khorgos section): Western Europe–Western China International Transit Corridor (CAREC 1b) between the Republic of Kazakhstan and the International Bank for Reconstruction and Development, signed in Astana on October 10, 2012.

President of the Republic of Kazakhstan N. NAZARBAYEV

Loan No. 8156-KZ

Loan Agreement

(East-West Highway Development Project (Almaty-Khorgos section): Western Europe-Western China International Transit Corridor (TSAREC lb)

between

BY THE REPUBLIC OF KAZAKHSTAN

and

BY THE INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT

Date October 10, 2012

Loan agreement

Agreement dated October 10, 2012 between the REPUBLIC OF KAZAKHSTAN (the "Borrower") and the INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank"). The Borrower and the Bank have hereby agreed on the following:

ARTICLE I — GENERAL CONDITIONS; DEFINITIONS

1.01. The General Terms and Conditions (defined in the Addendum to this Agreement) are an integral part of this Agreement. 1.02. Unless otherwise indicated in the context, the terms used in this Agreement starting with capital letters have the meanings assigned to them in the General Terms and Conditions or in the Addendum to this Agreement.

ARTICLE II — LOAN

2.01. The Bank provides the Borrower with an amount equal to one billion sixty-eight million US dollars (1,068,000,000), which can be converted periodically through currency conversion in accordance with the provisions of Section 2.07 of this Agreement (the "Loan"), for the term and conditions set forth in this Agreement, in order to assist in financing the project described in Appendix 1 to this Agreement (the "Project"). 2.02. The Borrower has the right to withdraw the Loan funds in accordance with Section IV of Appendix 2 to this Agreement. 2.03. The one-time commission payable by the Borrower is one quarter of one percent (0.25%) of the Loan amount. The borrower pays the commission no later than 60 days after the effective date of the Loan Agreement. 2.04. The interest payable by the Borrower for each interest period will be calculated at a rate equal to the reference rate for the Loan currency plus a variable spread; provided that, upon Conversion of all or any part of the principal amount of the Loan, the amount of remuneration payable by the Borrower during the conversion period for this amount may be determined in accordance with the provisions of article IV of the General Terms and Conditions. Notwithstanding the above, in the event that any portion of the withdrawn outstanding Loan balance remains unpaid on time and is not paid within thirty (30) days, the amount of remuneration payable by the Borrower will then be calculated in accordance with the provisions of Section 3.02 (e) of the General Terms and Conditions. 2.05. The payment dates are February 15th and August 15th of each year. 2.06. The principal amount of the Loan is repaid in accordance with the repayment schedule specified in Appendix 3 to this Agreement. 2.07. (a) The Borrower may at any time request any of the following Loan terms conversions in order to ensure sound debt management: (i) changing the Loan currency of all or any part of the Loan principal amount, whether withdrawn or not, to an approved currency; (ii) a change in the interest rate basis applicable to: (A) all or any part of the withdrawn and outstanding principal amount of the Loan from a variable rate to a fixed rate and vice versa, or (B) all or part of the principal amount of the Loan withdrawn and outstanding from a variable rate based on a reference rate and of a variable spread to a variable rate based on a fixed reference rate and a variable spread or vice versa, or (C) to the entire principal amount of the Loan, withdrawn and outstanding, from a variable rate based on a variable spread to a variable rate, based on a fixed spread; (iii) determining the limits of the variable rate or reference rate applicable to all or part of the withdrawn and outstanding principal amount of the Loan by setting an upper limit on the interest rate or a lower limit on the interest rate for the variable rate or reference rate. (b) Any modification requested pursuant to subparagraph (a) of this paragraph, which is accepted by the Bank, will be considered a "Conversion" as defined in the General Terms and Conditions and will take effect in accordance with the provisions of Article IV of the General Terms and Conditions and the Conversion Guidelines.

ARTICLE III — THE DRAFT

3.01. The Borrower declares his commitment to the objectives of the Project. To this end, the Borrower implements the Project through the Ministry of Transport and Communications of the Republic of Kazakhstan in accordance with the provisions of Article V of the General Terms and Conditions. 3.02. Without prejudice to the provisions of paragraph 3.01 of this Agreement and, unless otherwise agreed between the Borrower and the Bank, the Borrower shall ensure the implementation of the Project in accordance with Annex 2 to this Agreement.

ARTICLE IV — ENTRY INTO FORCE

4.01. Additional conditions for entry into force are as follows: (a) The Borrower, through the ITC, is required to select a financial management consultant and a procurement consultant in accordance with the terms of reference that satisfy the Bank; (b) a Project accounting system will be installed that satisfies the Bank, with adequate built-in controls, capable of tracking Project resources and expenditures and preparing financial reports, including interim reports financial statements (PFD); (c) The Borrower will adopt Project Implementation Guidelines that satisfy the Bank. 4.02. The deadline for the entry into force of this Agreement is the date following the expiration of 180 (one hundred and eighty) days after the date of signing this Agreement.

ARTICLE V — REPRESENTATIVE OF THE BORROWER; ADDRESSES

5.01. The representative of the Borrower is the Minister of Finance of the Republic of Kazakhstan. 5.02. Borrower's address:

Ministry of Finance of the Republic of Kazakhstan pr. Pobedy, 11, 010000, Astana, Republic of Kazakhstan

Telex: Fax: 265126 (FILIN) 7(7172)717785

5.03. Bank Address:

International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America

The Telegraph: Telex: Fax number:

INTBAFRAD 248423(MCI) or 1-202-477-6391 Washington, D.C. 64145(MCI)

AGREED UPON in Astana, Republic of Kazakhstan on the day and year indicated above.

For THE REPUBLIC OF KAZAKHSTAN Signed:

__________________________________________________ Authorized representative

Full name.: __________________________________________________

Post: __________________________________________________

FOR THE INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT

Signed:

___________________________________________________ Authorized representative

Full name: ___________________________________________________

Post: ___________________________________________________

APPENDIX 1

Project Description

The aim of this Project is to increase the efficiency of transportation on the section of the Western Europe-Western China International Transit Corridor within the Almaty region and improve road management on the sections of the Western Europe-Western China road corridor. The project will consist of the following components:

Component 1: Reconstruction and construction of highway sections within the Almaty region

(a) Carrying out reconstruction and construction work, including related bypass roads, bridges, transport interchanges and auxiliary structures, on the Almaty-Khorgos section of the Western Europe-Western China highway corridor within the Almaty region; and (b) providing consulting services for the management and supervision of construction works within the framework of The project.

Component 2: Improving road management in sections of the Western Highway Corridor  Europe - Western China

(a) Provision of goods and consulting services to support the pilot operation and maintenance scheme for the sections of the highway corridor covered by PRAUSE, based on the Quality Charter; (b) provision of consulting services to develop a comprehensive fee collection strategy for Component 1 (a) of the Project; (c) provision of consulting services to support the activities of the SRADS on the implementation of institutional reform.

APPENDIX 2

Project Execution

Section I. Implementation mechanisms

A. Institutional arrangements

The Borrower implements the Project in accordance with the following institutional and other mechanisms: 1. The Borrower, through the ITC, implements the Project in accordance with the requirements, criteria, organizational mechanisms and operational procedures specified in the Project Implementation Manual, the RPPC Action Plan, the RPP and the EIA, and may not transfer, amend, cancel or waive any provisions of the Project Implementation Manual, the RPPC Action Plan, RPP and EIA, without prior approval by the Bank. 2. The Committee of Highways within the ITC will carry out daily Project implementation activities in accordance with the requirements set out in paragraph A.1 above. 3. The Borrower, through the ITC, no later than December 15th of each calendar year during the implementation of the Project, starting from December 15th, 2012, is obliged to send to the Bank the proposed budget for the operation and maintenance of the highway corridor for the next calendar year and is obliged to coordinate with the Bank the schedule of activities planned for the implementation of Component 2 (a) of the Project for the next calendar year. 4. The Borrower will instruct the ITC (i), no later than June 30, 2013, to ensure the development and approval of a standard Quality Charter form for the pilot road operation and maintenance scheme provided for in Component 2 (a) of the Project; (ii) to ensure that the standards of operation and maintenance in each Quality Charter developed on the basis of the Quality Charter form are consistent. 5. The Borrower will ensure that, no later than 3 months after each substage of the Highway Corridor within the framework of the PRDC is open to traffic, and in accordance with the Quality Charter, the ITC begins operation and maintenance of the above-mentioned substage, as defined in the pilot activities in Component 2 (a) of the Project, and in accordance with with the Charter of Quality. 6. The Borrower, through the ITC, will submit to the Bank, no later than January 30, 2015, a satisfactory assessment of the needs for the operation and maintenance of the Highway Corridor for a period of at least 15 years from the date of the assessment, which will highlight the potential financing opportunities for the missing works necessary to achieve a satisfactory level of services along the entire Highway Corridor. 7. During the entire project implementation period, the Borrower will provide the necessary budgetary resources in accordance with the Bank's requirements for the method and regularity of their provision, but at least quarterly, to ensure sufficient financial resources to pay for the expected costs associated with financing Project activities for this quarter. 8. The Borrower, through the MTC, will ensure the functioning of (1) the SRADS and the SRADS group, the composition, resources and terms of reference of which are satisfactory to the Bank; and (2) the Highway Management Group, the composition, resources and terms of reference of which are satisfactory to the Bank.

V. Ensuring security

1. The Borrower: (a) ensures that all work performed for the purposes of the Project complies with environmental standards and requirements that satisfy the Bank; (b) ensures that the Project is implemented in accordance with the provisions of the EIA and all applicable EPA; and (c) guarantees the full implementation of the EPA in a manner acceptable to the Bank, including all necessary measures to minimize and mitigate any negative environmental impact due to the implementation of the Project. 2. The Borrower: (a) ensures that the MTK, through the KAD, develops all the PMPS required by paragraph 3 (b) below, in accordance with the RFP; (b) ensures that the MTK, through the KAD, and the publication or publication by the KAD of the existing complaint procedures in order to deal fairly with all complaints arising in accordance with the RFP. in connection with the implementation of the PIU and all applicable PPMS, on the part of the resettled persons (as this term is defined in the PPMS) and taking all necessary measures to implement the actions provided for in such complaint procedures; (c) through the ITC, promptly forward to the Bank the conclusions and recommendations for further action based on the results of each such review; and (d) through the ITC, implement all such recommendations for further action as will be agreed by the Bank. 3. Borrower via MTK: (a) may not begin any work on areas of the project area where land purchase was carried out by the Borrower prior to the date of this Agreement for the purpose of implementing Project activities, unless the Borrower and the Bank have agreed on all measures defined in the PRU for cases that have not been fully resolved and are being implemented on such sites, thus, satisfying the Bank, in accordance with the PIU; (b) may not begin any Project work in areas of the project area where land purchase, which was not envisaged at the time of signing this Agreement, has become necessary, without preparing Resettlement Action Plans that satisfy the Bank, in accordance with the Resettlement Policy Framework; and ensure that such land purchase is carried out in accordance with the Resettlement Action Plans; (c) (i) implements the Project in accordance with the PMP or the relevant Resettlement Action Plans; and (ii) will not amend, suspend or cancel any provisions of the PIU or related Resettlement Action Plans without prior approval from the Bank. 4. The borrower through MTK: (a) prepare, prior to the start of any work on the Project, Environmental Protection Plans that satisfy the Bank, in accordance with the EIA; (b) implement the Project in accordance with such Environmental Protection Plans; and (c) may not amend, suspend or cancel any provisions of the relevant Environmental Protection Plans without prior agreement with the Bank.

C. Anti-Corruption measures

The Borrower ensures that the Project is carried out in accordance with the provisions of the Anti-Corruption Guidelines and the Action Plan for Project Management and Anti-Corruption.

Section II. Monitoring reporting and Project evaluation

But. Project Reports

1. The Borrower monitors and evaluates the progress of the Project, and prepares Project reports in accordance with the provisions of Section 5.08 of the General Terms and Conditions and based on indicators agreed with the Bank. Each Project report covers a period of one calendar quarter and will be submitted to the Bank no later than forty-five (45) days after the end of the period covered by this report. 2. No later than December 31, 2012 and every year thereafter, the Borrower conducts annual reviews of the progress of the project through the MTC together with the Bank. The annual reviews will include, among other things, the following: (a) progress in achieving the Project objectives; (b) overall Project effectiveness in accordance with the Project performance indicators; and (c) progress achieved in the implementation of the framework activities. 3. The Borrower, through the ITC, prepares no later than 4 (four) weeks before the annual review and submits to the Bank a separate report describing the status of implementation of each component of the Project and a summary report on the implementation of the Project as a whole.

V. Financial management, financial reporting and audit

1. The Borrower is required to maintain or monitor the financial management system in accordance with the provisions of Section 5.09 of the General Terms and Conditions. 2. Without prejudice to the provisions of Part A of this Section, the Borrower prepares and submits to the Bank, no later than forty-five (45) days after the end of each calendar quarter, interim unaudited financial reports on the Project for the quarter in a form and content satisfactory to the Bank. 3. The Borrower shall audit its financial statements in accordance with the provisions of Section 5.09 (b) of the General Terms and Conditions. Each audit of the financial statements covers a period of one (1) financial year of the Borrower. The audited financial statements for each such period are submitted to the Bank no later than six (6) months after the end of each such period.

Section III. Purchases

But. General provisions

1. Goods, works, and non-consulting services. All goods, works and non-consulting services required for the Project and financed from the Loan funds are purchased in accordance with the requirements contained or referenced in Section I of the Procurement Manual, as well as in accordance with the provisions of this Section.  2. Consulting services. All consultant services required for the Project and financed from the Loan funds are purchased in accordance with the requirements contained or referenced in Sections I and IV of the Guidelines for the Selection and Hiring of Consultants by Borrowers of the World Bank (Consultant Guidelines), as well as in accordance with the provisions of this Section.  3. Definitions. The terms beginning with capital letters used below in this Section to describe certain procurement methods or the bank's review methods for certain contracts correspond to the definitions described in Sections II and III of the Procurement Manual, or in Sections II, III, IV and V of the Consultant Recruitment Manual, as appropriate.

B. Specific methods of purchasing goods, works, and non-consulting services

1. The Borrower: (a) ensures that all work carried out for the purposes of the Project complies with environmental standards and requirements that satisfy the Bank; (b) ensures that the Project is implemented in accordance with the provisions of the EIA and all applicable EPA; and (c) guarantees the full implementation of the EPA in a manner acceptable to the Bank, in including all necessary measures to minimize and mitigate any negative environmental impact due to the implementation of the Project. 2. The Borrower: (a) ensures that the MTK, through the KAD, develops all the PMPS required by paragraph 3 (b) below in accordance with the RFP; (b) ensures that the MTK, through the KAD, and the publication or publication by the KAD of the existing complaint procedures in order to deal fairly with all complaints arising in accordance with the RFP. in connection with the implementation of the PIU and all applicable PPMS, on the part of the resettled persons (as this term is defined in the PPMS) and taking all necessary measures to implement the actions provided for in such complaint procedures; (c) through the ITC, promptly send to the Bank the conclusions and recommendations for further action based on the results of each such review; and (d) through the ITC, implement all such recommendations for further action as will be agreed by the Bank. 3. Borrower via MTK: (a) may not begin any work on areas of the project area where land purchase was carried out by the Borrower prior to the date of this Agreement for the purpose of implementing Project activities, unless the Borrower and the Bank have agreed on all measures defined in the PRU for cases that have not been fully resolved and are being implemented on such sites, thus, satisfying the Bank, in accordance with the PIU; (b) may not begin any Project work in areas of the project area where land purchase, which was not envisaged at the time of signing this Agreement, has become necessary, without preparing Resettlement Action Plans that satisfy the Bank, in accordance with the Resettlement Policy Framework; and will ensure that such land purchase is carried out in accordance with the Resettlement Action Plans; (c) (i) implements the Project in accordance with the PMP or the relevant Resettlement Action Plans; and (ii) will not amend, suspend or cancel any provisions of the PIU or related Resettlement Action Plans without prior approval from the Bank. 4. The borrower through MTK: (a) prepare, prior to the start of any work on the Project, Environmental Protection Plans that satisfy the Bank, in accordance with the EIA; (b) implement the Project in accordance with such Environmental Protection Plans; and (c) may not amend, suspend or cancel any provisions of the relevant Environmental Protection Plans without prior agreement with the Bank.

C. Anti-Corruption measures

The Borrower ensures that the Project is carried out in accordance with the provisions of the Anti-Corruption Guidelines and the Action Plan for Project Management and Anti-Corruption.

Section II. Monitoring reporting and Project evaluation

But. Project Reports

V. Financial management, financial reporting and audit

Section III. Purchases

But. General provisions

B. Specific methods of purchasing goods, works, and non-consulting services

1. International competitive bidding. Unless otherwise provided in paragraph 2 below, the purchase of goods, works and non-consulting services is carried out under contracts concluded in accordance with the procedures of International Competitive Bidding. 2. Other methods of purchasing goods, works, and non-consulting services. The table below shows the procurement methods, other than International Competitive Bidding, that can be used to purchase goods, works, and non-consulting services for contracts specified in the Procurement Plan, indicating the conditions under which a particular method is used.

Purchase method

(a)

National competitive bidding, subject to the additional conditions provided for in the Addendum to this Appendix 2

(b)

Shopping

(c)

Entering into a contract directly

C. Specific methods of purchasing consultants' services

1. Selection based on quality and cost. Unless otherwise provided in paragraph 2 below, the procurement of consulting services is carried out within the framework of contracts awarded in accordance with the selection procedure based on quality and cost.  2. Other methods of purchasing consultants' services. The table below shows the procurement methods, except for selection based on quality and cost, which can be used in the procurement of consultant services. The procurement plan reflects the circumstances in which a particular method was used.

Purchase method

(a)

Quality-based selection

(b)

Selection with a fixed budget

(c)

Selection at the lowest cost

(d)

Selection based on the qualifications of consultants

(f)

Purchases from a single source

(f)

Selection of individual consultants

D. The Bank's review of procurement decisions

The procurement plan specifies a list of contracts that are subject to preliminary review by the Bank. All other contracts are subject to subsequent review by the Bank.

Section IV. Withdrawal of Loan funds from the account

But. General provisions

1. The Borrower may withdraw the Loan funds in accordance with the provisions of article II of the General Terms and Conditions, this Section, and those additional instructions that the Bank specifies in the notification to the Borrower (including the World Bank's "Guidelines for the Disbursement of Project Funds" dated May 2006, periodically reviewed by the Bank and applicable to this Agreement in accordance with such instructions), for financing eligible expenses, according to the table in paragraph 2 below. 2. The table below identifies the categories of eligible expenses that can be financed from the Loan (the "Category"), the allocated Loan amounts for each Category, and the percentage of expenses to be financed as eligible expenses for each Category.

Category

Allocated Loan amount (in dollar terms)

Share of expenses to be financed (including taxes)

(1) Goods, works, non-consulting services and services of Project consultants

1 068 000 000

85 %

TOTAL AMOUNT

1 068 000 000

V. Withdrawal conditions; withdrawal period

1. Regardless of the provisions of Part A of this Section, funds cannot be withdrawn.: (a) from the Loan account until the full amount of the loan reservation fee is paid to the Bank; or (b) for payments made prior to the date of this Agreement. 2. The closing date is June 30, 2017.

Addition to

APPENDIX 2

The procedures for conducting national competitive bidding comply with the requirements set out in the Law of the Republic of Kazakhstan "On Public Procurement" dated January 13, 2012 No. 543-IV ("ZGZ"), however, provided that such a procedure complies with the provisions of Section 1 and Paragraphs 3.3 and 3.4 of the Guidelines for the Procurement of Goods, Works and Non-Consulting Services. at the expense of IBRD loans and MAP loans, as well as grants provided to World Bank borrowers" (January 2011) ("Procurement Guidelines") and the following additional provisions: 1. Procurement institutions use standard tender documents acceptable to the Bank, which are prepared in accordance with the principles of economy, efficiency, transparency and general compliance with the provisions of Section I of the Procurement Manual. 2. The admission of bidders is determined in accordance with Section I of the Procurement Manual; accordingly, no bidder or potential bidder may be deemed ineligible for Bank-funded contracts for reasons other than those set out in Section I of the Procurement Manual. 3. No restrictions on eligibility to participate in competitive bidding may be imposed due to the nationality of the bidder and/or the origin of the goods, with the exception of restrictions arising from the primary embargoes. 4. Foreign participants may be allowed to participate in public competitive bidding procedures without any restrictions. 5. Domestic participants and/or goods produced domestically do not have any advantages. 6. Participation in competitive bidding is not limited to pre-registered companies, and foreign participating companies may not be required to register with local authorities as a condition for submitting applications. 7. Foreign companies may not be required to team up with local partners to submit an application as a joint venture, and partners in joint ventures are required to bear subsidiary and individual responsibility for their obligations. 8. State-owned enterprises in Kazakhstan are eligible to participate in auctions only if they can prove their legal and financial independence, their ability to operate in accordance with commercial law, and that they are independent of the Borrower or Sub-Borrower. Such enterprises will fulfill the same requirements for guaranteeing the application and proper execution as other bidders. 9. Subject to the fulfillment of these provisions, purchases are made in accordance with the procedures of the "Competitive Bidding Methods" established by the ZGZ. 10. The cost estimates for procurement purposes are confidential information and are not subject to disclosure to potential bidders. 11. Prequalification procedures acceptable to the Bank are used for large, complex and/or specialized projects. 12. Bidders are given a minimum period of thirty (30) days from the date of the invitation to bid or the date of access to the tender documentation, whichever is later, for the preparation and submission of bids. 13. Applications must be submitted in one envelope. 14. An extension of the application period, if there is sufficient justification in the form of exceptional circumstances, may be requested in writing by all participants before the deadline and for the minimum period necessary to complete the evaluation or award of the contract, but not exceeding thirty (30) days. No other extensions may be requested without the prior consent of the Bank. 15. Applications are opened publicly, immediately after the deadline for submitting applications in accordance with the procedures established in the tender documentation. At the time of opening of applications, no application can be rejected, except in cases of delay. 16. The evaluation of applications is carried out in strict accordance with the criteria specified in the tender documentation. The evaluation of applications according to qualification criteria is based on the "passes/fails" principle. The evaluation criteria, in addition to the price, are calculated in monetary terms. 17. Applications that, for the most part, do not comply with technical specifications, contract terms, or other critical requirements of the tender documentation are subject to rejection. 18. The evaluation of bids will be a confidential procedure, and meetings of the tender committee may not be open to bidders and/or their representatives. 19. Postqualification requirements apply only to contracts executed in the past, as well as to the financial and technical potential of the bidders. 20. The contract is awarded to the bidder who submitted the required application with the lowest estimated value, who is determined to have sufficient qualifications to fulfill the contract according to pre-defined and disclosed evaluation criteria without negotiating the price or content of the application. 21. If the procurement institution is unable to conclude a contract with the tenderer with the lowest estimated bid value, the contract may be awarded to the next participant on the list who scored the most points after the first and meets the main part of the requirements. 22. No application (or a single application, if only one application has been received) may be rejected, the procurement process may not be cancelled, and new applications may not be requested without the prior consent of the Bank. 23. Participants are provided with a minimum period of twenty-eight (28) days from the date of receipt of the notification of the award of the contract for the provision of guarantees for the performance of the contract. 24. Each package of tender documents and each contract financed by the Loan contains a provision on the Bank's policy regarding sanctions applied to firms and individuals involved in fraud and corruption, as defined in the Procurement Manual. The Bank may impose sanctions on a company or individual at any time in accordance with the Bank's applicable sanctions procedures, including measures such as publicly declaring such company or individual ineligible for a specified or indefinite period of time: (i) to receive Bank-funded contracts; and (ii) to be appointed as a subcontractor, consultant, a manufacturer or supplier, as well as a service provider for another eligible company that has been awarded a Bank-funded contract. 25. In accordance with the Procurement Guidelines, each package of tender documents and each contract financed by the Loan contains a provision stating that bidders, suppliers and contractors, as well as their subcontractors, agents, employees, consultants, service providers or suppliers, allow the Bank to verify their accounts, accounting and other documentation related to to submit competitive bids and execute contracts, as well as to conduct their audit, appointed by the Bank. Actions aimed at creating significant difficulties for the Bank in carrying out the inspections and audits provided for in the Procurement Manual constitute obstruction, as defined by the Procurement Manual. 26. Complaints concerning the procurement process are dealt with in accordance with the provisions of the Procurement Manual.

E. Cancellation of the tender procedure

The recognition of the tender as invalid and the holding of a new tender is possible only with the prior consent of the Bank.

F. Rejection of individual applications

Individual applications may be rejected only in the following cases:: (a) the bidder does not have the appropriate qualifications; (b) the bidder does not agree with the corrections of arithmetic errors in his bid discovered by the tender commission of the procurement institution; and (c) the bidder does not meet the requirements of the tender documents.

APPENDIX 3

Repayment Schedule

1. The following table shows the repayment dates of the principal debt and the percentage of the total principal amount of the Loan to be repaid on each repayment date of the principal debt (the "Repayment Share"). If the Loan funds are fully withdrawn on the first repayment date of the principal debt, the principal amount of the Loan that will be repaid by the Borrower on each such repayment date will be determined by the Bank by multiplying: (a) the Loan amount withdrawn on the first repayment date of the principal debt, and (b) the repayment share for each the repayment date of the principal debt. This amount to be paid will be adjusted as necessary in order to deduct the amounts provided for in paragraph 4 of this Annex and to which currency conversion applies.

The date of payment of the principal amount of the Loan

The next installment (as a percentage)

Annually on February 15 and August 15, starting from August 15, 2017 to August 15, 2030.

3,57 %

February 15, 2031

3,61 %

2. If the Loan funds are not fully withdrawn on the first repayment date of the principal debt, the principal amount of the Loan that will be repaid by the Borrower on each such repayment date will be determined as follows: (a) To the extent that any Loan funds have been withdrawn on the first repayment date of the principal debt, the Borrower will repay the Loan amount withdrawn on that date in accordance with paragraph 1 of this Annex. (b) Any amounts withdrawn after the first repayment date of the principal debt shall be repaid on each repayment date of the principal debt after the date of such withdrawal in amounts determined by the Bank by multiplying the amount of each such withdrawal by a fraction, the numerator of which is the initial amount of the repayment share indicated in the table in paragraph 1 of this Annex for that repayment date ("The initial amount of the repayment share"), and the denominator of which is the sum of all remaining initial amounts of the repayment share of payments on or after the repayment date of the principal debt. This amount to be paid will be adjusted as necessary in order to deduct the amounts provided for in paragraph 4 of this Annex and to which currency conversion applies. 3. (a) Loan amounts withdrawn within two calendar months prior to any repayment date of the principal debt solely for the purpose of calculating the amounts of the principal debt payable on any repayment date of the principal debt will be considered withdrawn and outstanding on the second repayment date of the principal debt after the withdrawal date and will be repaid on each repayment date of the principal debt; starting from the second repayment date of the principal debt after the withdrawal date. (b) Notwithstanding the provisions of subparagraph (a) of this paragraph, if at any time the Bank adopts a payment billing system in which invoices are issued on or after the relevant principal repayment date, the provisions of this subparagraph will not apply to such withdrawals made after the adoption of such billing system. 4. Notwithstanding the provisions of paragraphs 1 and 2 of this Annex, when converting the currency of all or any part of the loan into an approved currency, the amount thus converted into the approved currency, which is due on any repayment date of the principal debt occurring during the conversion period, will be determined by the Bank by multiplying such amount in the currency of its denomination immediately before the conversion (i) the exchange rate that reflects the amounts of the principal debt in the approved currency payable by the Bank under currency hedge transactions related to the conversion; or (ii) the currency component of the interest rate, if the Bank decides to do so in accordance with the Conversion Guidelines. 5. If the loan is denominated in more than one Loan Currency, the provisions of this schedule apply separately to the denominated amounts in each of the loan currencies, as well as to calculate separate repayment schedules for each of the amounts.

addition

Section I. Definitions

1. "Anti-Corruption Guidelines" means the "Guidelines for the Prevention and Control of Fraud and Corruption in Projects Funded by IBRD Loans and MAP Loans and Grants" dated October 15, 2006 and updated in January 2011. 2. "Category" means the category described in the table in Section IV of Annex 4 to this Agreement. 3. "Committee of Highways" or "KAD" means the Department for highway management within the Ministry of Transport and Communications of the Republic of Kazakhstan, established on January 1, 2008 in accordance with Government Resolution No. 1193 "On Certain Issues of the Ministry of Transport and Communications of the Republic of Kazakhstan" dated December 6, 2007, and responsible for the ongoing implementation of the Project, including all its legal successors or assignee. 4. "Consultant Selection Guide" means "Guidance: Selection and hiring of consultants under IBRD loans and MAP loans and World Bank Grants by Borrowers", issued in January 2011. 5. "Environmental Impact Assessment" or "EIA" means the final environmental impact report prepared and published by the Borrower on December 13, 2011, as agreed by the Bank, which contains, inter alia: (i) a detailed description of the facilities where the Project activities will be implemented; (ii) the potential and actual negative environmental and social impacts of the activities described in paragraph (i) above; and (iii) the procedures for developing environmental management systems for facilities, indicating the measures taken during the implementation and operation of the Project aimed at mitigating, eliminating or otherwise compensating for the negative environmental impacts of the Project. 6. "Environmental Protection Plans" or "Environmental Management Plans" means documents developed for facilities, accepted by the Borrower and agreed by the Bank in accordance with the EIA and in accordance with paragraph 1 of Section I. Annexes 2 to this Agreement with respect to the work to be performed by the Borrower within the framework of the Project, and specifying in detail measures to manage possible environmental risks and mitigate, reduce and/or prevent negative environmental consequences associated with the performance of work on the Project, as well as appropriate institutional measures, and monitoring and reporting measures to ensure due execution and constant feedback regarding compliance with its terms, which may be amended and supplemented from time to time with the prior written approval of the Bank, and "EPA" means one of such EPA. 7. "Quality Charter Form" is a document developed and accepted by the Borrower through the ITC, as well as satisfying the Bank, which establishes standards and procedures for the pilot scheme of operation and maintenance in accordance with Component 2 (a) of the Project and is the basis for the development of each Quality Charter. 8. The "Framework Measures" is a document signed on December 27, 2010 by the ITC, which describes in detail the strategy for implementing institutional reforms funded from the funds of the United Nations Development Programme, with further clarifications. 9. "RPPK Action Plan" means an action plan for Project Management and anti-corruption that meets the Bank's requirements, adopted by the Borrower through the ITC on March 16, 2009, with clarifications dated March 28, 2012, aimed at strengthening financial management control and ensuring transparency and integrity of procurement procedures for the Project. 10. "General Terms and Conditions" means the "General Terms and Conditions of the International Bank for Reconstruction and Development for Loans" dated March 12, 2012. 11. "MTK" means the Ministry of Transport and Communications of the Borrower and any of its legal successors or assigns. 12. "Highway Management Group" means a group of full-time employees formed by the Borrower as part of the Highway Committee to manage 4-lane highway networks. 13. "Procurement Guidelines" means "Guidelines: Procurement of Goods, Works and non-consulting Services under IBRD Loans and MAP Loans, as well as World Bank Grants by Borrowers", adopted in January 2011. 14. "Procurement Plan" means the Borrower's procurement plan for the Project dated March 26, 2012, referred to in paragraph 1.18 of the Procurement Manual and in paragraph 1.25 of the Consultant Selection Manual, which is periodically updated in accordance with the provisions of those paragraphs. 15. "Project area" means the section of the Highway Corridor between Almaty and Khorgos in the territory of the Almaty region. 16. "Project Implementation Guide" means a document adopted by the Borrower through the ITC and agreed upon by the Bank, which specifies the operational and administrative responsibilities, procedures and rules for the implementation of the Project, including a manual on financial procedures that comply with the provisions of this Agreement and the Borrower's state laws and regulations, which may be amended and supplemented from time to time. time at their preliminary approval with the Bank. 17. The "Quality Charter" is a document satisfactory to the Bank, which will be developed based on the form of the Quality Charter in order to ensure the operation and maintenance of the substage of the PRAUSE section of the highway corridor, which determines the quality of performance that the road operator provides, including at least (i) the quality of services that will be provided to users of the highway (access to road safety; efficiency in terms of smoothness of movement, service areas, emergency services, etc.); and (ii) ways to mitigate identified risks to road service personnel, including determining training needs, etc. 18. "Resettlement Action Plans" or "RMP" means documents developed for specific facilities, including any abridged resettlement plans adopted by the Borrower in accordance with Section I, paragraph 3 (b). B. Annexes 2 to this Agreement, and agreed with the Bank, containing, among other things, a program of measures, measures and policies for providing compensation and resettlement of persons, including compensation and resettlement mechanisms, budget and cost estimates, as well as sources of financing, along with adequate institutional and monitoring and reporting mechanisms, aimed at ensuring proper implementation and regular assessment of compliance with the terms of these documents at each facility; and "Resettlement Action Plan" or "CMP" means one of these plans. 19. "Resettlement Implementation Report" or "PRR" means a document satisfying the Bank, prepared and accepted by KAD on behalf of the Borrower on March 29, 2012, and published by the Borrower on April 2, 2012 on the Bank's Infoshop website on April 3, 2012, containing (i) an analysis of the standards and methods used by the Borrower in land purchase in the Project area prior to the date of this Agreement; (ii) an analysis of gaps to identify measures that can be taken to bring the land purchase in line with the RFP, including a plan for adequate means to resolve all outstanding cases; and (iii) a list of all measures that are necessary to fill in the gaps identified under paragraph (ii) of this paragraph in order to bring the land purchase process in line with the requirements of the Bank's resettlement policy. 20. "Resettlement Policy Framework" or "RPP" means a document prepared and agreed upon by the Borrower and published on May 1, 2008 with clarifications, re-published by the Borrower on March 18, 2009 and on the Infoshop website on March 25, 2009, which defines resettlement procedures, institutional mechanisms, eligibility criteria, rights and compensation, including assessment procedures, conducting and participating in public hearings, monitoring and evaluation, as well as disclosure criteria that are applied when developing a Resettlement Action Plan. 21. "Advisor on Road Sector Reform" or "SRADS" means the staff Advisor to the Minister of Transport and Communications responsible for institutional reform and management activities. 22. "Road Sector Reform Adviser Group" or "SRADS Group" means a group organized by the ITC that is responsible for advising the ITC on road sector reform and coordinating road reforms. It includes SRADS, an international consultant specializing in the implementation of road sector reform measures, and senior officials of the ITC. 23. "South-West Highway Reconstruction Project" or "PRAUSE" means a project for which financing was provided by the Bank under Loan Agreement No. 7681 KZ dated June 13, 2009 between the Bank and the Borrower. 24. "Western Europe-Western China Road Corridor" or "Highway Corridor" means a road corridor that crosses the entire Borrower's country from the border with the Russian Federation in the northwest, passing through the cities of Aktobe, Kyzylorda, Shymkent, Taraz, Almaty and Khorgos on the border with the People's Republic of China in the southeast.

I hereby certify that this translation corresponds to the text of the Loan Agreement (East-West Highway Development Project (Almaty-Khorgos section): Western Europe-Western China International Transit Corridor (TSAREC lb)) Agreement between the Republic of Kazakhstan and the International Bank for Reconstruction and Development in English, concluded in Astana on October 10, 2012.

Head of the Department of Personnel Coordination and Control of the Ministry of Finance of the Republic of Kazakhstan B. Akhmetzhanova

RCPI's note! The following is the text of the Agreement in English.

President

Republic of Kazakhstan

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