On the ratification of the Loan Agreement for the Reconstruction of the CAREC Transport Corridor (Zhambyl Region) between the Japan International Cooperation Agency and the Government of the Republic of Kazakhstan

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On the ratification of the Loan Agreement for the Reconstruction of the CAREC Transport Corridor (Zhambyl Region) between the Japan International Cooperation Agency and the Government of the Republic of Kazakhstan

The Law of the Republic of Kazakhstan dated May 17, 2011 No. 437-IV

To ratify the Loan Agreement for the Reconstruction of the CAREC Transport Corridor (Zhambyl Region) between the Japan International Cooperation Agency and the Government of the Republic of Kazakhstan, signed in Tokyo on August 23, 2010.

President of the Republic of Kazakhstan N. Nazarbayev

Loan agreement no. KAZ-P6

Loan agreement for The CAREC Transport Corridor Reconstruction Project (Zhambyl Region) between By the Japan Agency for International Cooperation and By the Government of the Republic of Kazakhstan Date August 23, 2010

(Official website of the Ministry of Foreign Affairs of the Republic of Kazakhstan - Entered into force on July 15, 2011)

Content

Article 1 Loan Section 1. The amount and purpose of the loan Section 2. Use of loan funds

Article 2 Repayment, interest and reservation fee Section 1. Repayment of the principal amount of the loan Section 2. Interest and method of payment Section 3. Reservation fee and method of payment Section 4. Incomplete payment

Article 3 Special Conditions Section 1. General Terms and Conditions Section 2. Procurement Procedure Section 3. Payment Procedure Section 4. Loan Management Section 5. Notifications and requests

Appendix 1 Project description Appendix 2 Allocation of loan funds Appendix 3 Loan repayment schedule Appendix 4 Procurement procedure Appendix 5 Commitment-related procedure Appendix 6 Transfer procedure

Loan Agreement No. KAZ-P6, dated August 23, 2010 between the Japan International Cooperation Agency and the Government of the Republic of Kazakhstan. Based on the Exchange of Notes between the Government of Japan and the Government of the Republic of Kazakhstan dated August 10, 2010 (hereinafter referred to as the "Exchange of Notes") relating to a loan provided by Japan to facilitate steps towards economic stabilization and development of the Republic of Kazakhstan, The Japan International Cooperation Agency (hereinafter referred to as "JICA") and the Government of the Republic of Kazakhstan (hereinafter referred to as the "Borrower") hereby conclude the following Loan Agreement (hereinafter referred to as the "Loan Agreement", which includes all additional agreements to this Agreement).

Article 1 Loan Section 1. Loan amount and objectives

The JICA agrees to provide the Borrower with an amount not exceeding SIX BILLION THREE HUNDRED and SIXTY-ONE MILLION (6,361,000,000) Japanese yen as the principal amount for the implementation of the Reconstruction Project of the CAREC Transport Corridor (Zhambyl Region), described in Annex 1 to this Agreement (hereinafter referred to as the "Project") in the form of co-financing with the Transport Corridor CAREC 1 [Sites in Zhambyl Region] (Western Europe-Western China International Transit Corridor) Investment Program - Project 3, provided by the ASIAN DEVELOPMENT BANK (hereinafter referred to as the "ADB"), on the terms and conditions set out in the Loan Agreement and in accordance with the relevant laws and regulations of Japan (hereinafter referred to as the "Loan"), provided that upon reaching the aggregate of payments in accordance with the Loan Agreement, the above-mentioned maximum amount YANDEX will not make any further payments.

Section 2. Use of loan funds

(1) The Borrower shall ensure that the loan funds are used to purchase eligible goods and services required for the Project from suppliers, contractors or consultants (hereinafter collectively referred to as the "Supplier(s)") from eligible source countries described in section 2 of Annex 4 to this Agreement (hereinafter referred to as (s) "Eligible source country(s)") in accordance with the allocation of loan funds described in annex 2 to this Agreement. (2) The final payment under the Loan Agreement shall be made no later than the same day and month nine (9) years after the effective date of the Loan Agreement, unless otherwise agreed between JICA and the Borrower (hereinafter referred to as the "Payment Period"), and after the expiration of the payment period, no further payments JAMS are not produced. (3) Notwithstanding the condition of the above subsection (2), if the expiration date of the Payment Period is not a banking business day in Japan, then the next banking business day in Japan will be considered the expiration date of the Payment Period.

Article 2 Repayment, interest and reservation fee

Section 1. Repayment of the principal amount of the loan

The borrower repays the principal amount of the JICA loan in accordance with the installment repayment schedule set out in Appendix 3 to this Agreement.

Section 2. Interest and the method of its payment

(1) The borrower pays interest to the JICA once every six months at a rate of one point seven percent (1.7%) per year on the principal amount from which payments are made and for which there are outstanding amounts. (2) The Borrower shall pay the JICA, (i) prior to the date of completion of the loan repayment (hereinafter referred to as the "Completion Date"), on May 20 of each year, the interest accumulated up to April 19 of the current year, starting from October 20 of the previous year, and on November 20 of each year, the interest accumulated up to October 19, starting from starting from April 20 of the current year, and (ii) after the Completion Date of Payments on April 20 of each year, interest accumulated up to April 19 of the current year, starting from October 20 of the previous year, and on October 20 of each year interest accumulated up to October 19, starting from April 20 of the current year. (3) Regardless of the previous subsection, in cases where the Payment Completion Date is not earlier than three (3) months after May 20 or November 20, the first interest payment after the Payment Completion Date is made on May 20 or November 20, whichever is earlier.

Section 3. Reservation fee and payment method

(1) The Borrower pays the JICA reservation fee (hereinafter referred to as the "Reservation Fee") once every six months at a rate of zero point one percent (0.1%) per year of the total amount of the undeveloped balance, which falls under categories (A) and (B) specified in Appendix 2. based on the calculation method set out in section 1. (2) of Article 3 for the period one hundred and twenty (120) days after the date of signing the Loan Agreement until the Date of Completion of payments; provided, however, that if the Payment Completion Date is not a banking business day in Japan, then the next banking business day in Japan will be considered the payment completion date. (2) The Borrower shall pay to the JICA (i) on May 20 of each year the Reservation Fee accumulated up to April 19 of the current year before the Completion Date of Payments, starting from October 20 of the previous year, and on November 20 of each year the Reservation Fee accumulated up to October 19 before the Completion Date of payments, starting from April 20 of the current year, and (ii) the last Reservation Fee payment is either on April 20 or October 20 immediately after the Payment Completion Date, whichever is earlier, accumulated before the Payment Completion Date, starting on either April 20 or October 20., which precedes the Payment Completion Date, depending on which of these dates comes later. (3) Regardless of subsection (2) above, the last Reservation Fee payment must be made either on May 20, when the Payment Completion Date falls within the period from February 20 to April 19 of the current year, or on November 20, when the Payment Completion Date falls within the period from August 20 to October 19 of the current year.

Section 4. Incomplete payment

If the amount of any payment made by the Borrower under the Loan Agreement is less than the total amount payable, the Borrower agrees that the payment amount should be applied and allocated in the following order: (i) late payment fee, (ii) reservation fee, (iii) interest and (iv) principal. Despite the above, the JICA may apply and allocate the amount of the received payment in the order at its discretion.

Article 3 Special conditions Section 1. General Terms and Conditions

Other terms and conditions normally applicable to the Loan Agreement are set out in the General Terms and Conditions of the JICA for ODA Loans dated March 2009 (hereinafter referred to as the "General Terms and Conditions"), with the following additional provisions: (1) Section 3.04. (1) "General Terms and Conditions" should be worded as follows: If repayment of the principal amount or payment of interest or other obligations, excluding the reservation fee required under the Loan Agreement, is delayed, the percentage shown in section 3.03. The "General Terms and Conditions" will cease to be added to this overdue principal amount on and after the maturity date, as well as a delay fee of two percent (2%) per annum in excess of the percentage specified in the Loan Agreement, payable on the overdue principal amount, interest or any other obligations, excluding commission for reservations required under the Loan Agreement for the period from the repayment date, inclusive, to the date preceding the actual payment date, inclusive. (2) Section 3.05. The "General Terms and Conditions" should be worded as follows: Section 3.05. Calculation of interest, reservation fees, and late fees. Interest, reservation fee, and delay fee will accumulate on a daily basis and will be calculated based on three hundred and sixty-five (365) days and the actual number of days expired. (3) With respect to section 3.06. "General Terms and Conditions" The borrower assigns all payments of the principal amount, interest and other payments on the loan to the loan account "YAMS Loan" No. 0207787 at the Bank of Tokyo-Mitsubishi UFJ, Ltd., Head Office, Japan. (4) The first paragraph of section 5.06. (1) "General Terms and Conditions" should be worded as follows: If (i) the total sum of Categories (A) and (B), as specified in section 1. Appendix 2, as part of the Loan Agreement, has been paid, (ii) the Repayment Period has expired, or (iii) the Borrower has notified JICA that no further payments are required for the Project, as indicated in the following paragraph, JICA will send the Borrower a Notice of Completion of payments (Form No. 3 attached) in duplicate. (5) The second paragraph of section 5.06. (1) "General Terms and Conditions" should be worded as follows: If the total amount of payments is less than the total amount of Categories (A) and (B), as specified in section 1. Appendix 2 within the framework of the Loan Agreement, and no further Project payments are required, the Borrower will send a written notification to the JICA at least thirty (30) days prior to the requested payment completion date. (6) Add the following section to Article 5 "General Terms and Conditions": Section 5.07. Conditions, the fulfillment of which allows you to make a payment. The JICA is not obligated to make a payment until all the conditions specified in each of the following points are satisfied at the time of each payment. The satisfaction of these conditions is determined by the JICA. (a) The documents described in sections 5.03. and 5.04. "General Terms and Conditions" meet the requirements specified in these sections (and satisfy the JICA). (b) Neither an order nor a notice of provisional arrest, protective custody or arrest (including any procedure performed outside Japan) has been sent in respect of any amounts owed by the Borrower to the JICA. (c) Nothing has occurred that could result in interference by the JICA, as specified in section 6.01. "General Terms and Conditions and provisions". (d) The Borrower has not violated any provision of the Loan Agreement, and there is no threat that such violation may occur during or after the relevant payment. (7) The following (i) should be added to section 6.01 "General Terms and Conditions": (i) An event in which ADB, in accordance with the provisions of the Loan Agreement between ADB and the Borrower for this Project, declared the Borrower insolvent and declared itself competent to suspend or terminate payments to the Borrower and/or declare the entire principal the debt is unpaid, along with interest and obligations due and due for immediate payment. (8) Replace section 10.03 "General Terms and Conditions" with the following: The loan Agreement will enter into force on the date (i) on which the JICA declares itself satisfied with the credentials and signature samples specified in section 10.01. (1) The Legal Opinion specified in section 10.02. (1), after the JICA confirms to the Borrower that the Exchange of Notes has duly entered into force and (ii) after which the JICA confirms to the Borrower, in addition to meeting the conditions for the entry into force of the Loan Agreement between the JICA and the Government of the Republic of Kazakhstan, that the ADB Loan Agreement "CAREC Transport Corridor 1 [Zhambyl Region Sites regions] (Western Europe -Western China International Transit Corridor) Investment Program - Project 3", concluded between ADB and the Borrower, has been duly signed, and all the conditions for its entry into force have been fulfilled, or activities satisfying the JICA have been carried out to fulfill the above conditions, within the time period satisfying the JICA, unless the JICA expresses a refusal. The JICA will immediately notify the Borrower in writing of the effective date of the Loan Agreement.

Section 2. Procurement procedure

The procurement rules referred to in section 4.01. "General Terms and Conditions" are specified in the Procurement Procedure presented in the form of Annex 4 to this Agreement.

Section 3. Payment procedure

The payment procedure described in section 5.01 "General Terms and Conditions" is as follows: (1) The commitment-related procedure presented in the form of Annex 5 to this Agreement applies in cases of disbursements of loan funds allocated for Category (A), as specified in section 1. of Annex 2 of this Agreement, for the purchase of goods and services from a Supplier(s) from an Acceptable source country(s) with respect to the part of the contract denominated in an international market currency other than the currency of the Republic of Kazakhstan. (2) Notwithstanding the provisions of paragraph (1) above, the transfer procedure set out in Annex 6 to this Agreement applies to disbursements of loan funds allocated to Category (A), as specified in section 1. of Annex 2 of this Agreement, for payments made to the Supplier(s) from an Acceptable (-s) of the source country(s). (3) The JICA may appoint ADB as the Loan Administrator for the JICA to manage the loan. To avoid ambiguity, ADB, on behalf of the JICA, may send inquiries to the Borrower or his agent regarding any issues.

Section 4. Loan Management

(1) The Borrower authorizes the Ministry of Transport and Communications (hereinafter referred to as the "Enforcement Agency") as the enforcement agency. (2) If the funds provided from the loan are insufficient to carry out the Project, the Borrower shall immediately take measures to provide the required funds. (3) The Borrower shall ensure that the JICA Executive Agency, through ADB, submits quarterly Project progress reports (in March, June, September, and December of each year) prior to Project completion in such form and details as JICA may reasonably request. (4) The Borrower shall immediately, but in any case no later than six (6) months after the completion of the Project, ensure that the project completion report is submitted to the JICA, through the ADB, by the Executive Agency in such form and in such details as the JICA may reasonably request. (5) The borrower must ensure that the procurement audit is conducted by independent auditors hired by the JICA in order to ensure the fairness and competitiveness of the procurement procedures, if the JICA deems it necessary to conduct such an audit.

Section 5. Notifications and requests

For the purposes of section 9.03. "General Terms and Conditions", the following addresses are indicated: For YANDEX Mailing address: Japan International Cooperation Agency Department of East and Central Asia and the Caucasus Nibancho Center Building, 5-25 Niban-cho, Chiyoda-ku, Tokyo 102-8012, Japan Attention: CEO For The Borrower Mailing address: Ministry of Finance of the Republic of Kazakhstan 11 Pobedy Avenue, Astana, 010000, Republic of Kazakhstan Attention: Minister of Finance

In the event of a change in the above-mentioned addresses and/or names, the party that has made such changes shall immediately notify the other party in writing of the new addresses and/or names. IN WITNESS WHEREOF, JICA and the Borrower, acting through their duly authorized representatives, have ensured the proper conclusion of this Agreement on their behalf and its official transfer to the office of the Japan International Cooperation Agency at Chiyoda-ku, Tokyo, Japan, on the date and year indicated above at the beginning.

For For Japanese Agency Government of the Republic of Kazakhstan International Cooperation __________________________ _____________________________ Kenzo Oshima Akylbek Kamaldinov Vice President, Ambassador Extraordinary and Plenipotentiary of the Republic of Kazakhstan to Japan

Appendix 1

Project Description Section 1. General information about the project

(1) Purpose: Improving the efficiency and reliability of the country's main transport system in Zhambyl region through the reconstruction of the most important sections, thereby contributing to the development of the regional economy, increasing the country's transport potential and reducing income inequality. (2) Land plots: Kulan Kainar-Otar Kordai is the border of Kyrgyzstan, the JICA financing will be applied to the Kulan section among these three sections. (3) Executive Agency: Ministry of Transport and Communications (4) Scope of work: (a) Construction and reconstruction of the Kulan bypass (b) Reconstruction of the Kainar-Otar highway (c) Reconstruction of the Kordai highway-border of Kyrgyzstan (d) Consulting services The loan funds are provided in accordance with the above paragraph (a). Any balances under the above paragraphs are financed by the Borrower and/or other financial resources.

Section 2. Payments within the limits of annual budget allocations Japanese Governments for the JICA

Payments from the loan funds are made within the limits of the annual budget appropriations of the Government of Japan for the JICA.

Appendix 2

Allocation of loan funds Section 1. Distribution

Category

Distribution of the loan amount (in millions of Japanese yen)

Funded expenses in %

(A) Construction work

6,058

100 %

(B) Unforeseen expenses

303

General

6,361

Note: The items ineligible for financing are listed below. (a) General administrative expenses (b) Taxes and duties (c) Acquisition of land and other real estate (d) Compensation (e) Other indirect expenses (1) For payments in any of the categories (A) the amount paid is calculated from eligible expenses multiplied by the percentage of the corresponding category specified in this section, unless otherwise agreed between the JICA and the borrower.

Section 2. Reallocation of funds in case of changes in cost estimates

(1) If an increase occurs in the cost estimates for items included in any of the categories (A), an amount equal to a portion, if any, of such an increase financed from the loan will be assigned by the JICA, at the request of the Borrower, to this category from other categories, with the exception of category (C).), taking into account the requirements related to unforeseen expenses determined by the JICA, in relation to items in other categories. (2) If there is a decrease in the cost estimates for items included in any of categories (A) and (B), the amount in this case intended for that category, but which is not necessary for it, may be redistributed by the JICA to category (C) upon request to the borrower. less than thirty (30) days prior to the requested date of such reallocation. The amount of category (C) is not redistributed to other categories.

Appendix 3

Loan repayment schedule

Stipulated deadline

Amount (in Japanese yen)

April 20th, 2017

171,952,000

April 20th and October 20th each year Starting from October 20, 2017 to April 20, 2035 inclusive

171,918,000

Appendix 4

Procurement procedure Section 1. Rules applicable to loan purchases

Purchases of all goods and services financed from the loan are made in accordance with the "Framework Agreement between the Asian Development Bank and the Japan Bank for International Cooperation (currently JICA) on the implementation of the Accelerated Co-financing Scheme with ADB (SUSF)" dated September 26, 2007.

Section 2. Acceptable source countries

The eligible source country(s) for the purchase of all goods and services financed from the loan are ADB member and participating countries.

Section 3. Review of the JICA decisions related to the purchase of goods and services

The borrower will provide the ADB with a "REQUEST FOR REVIEW OF THE CONTRACT" (according to Sample No. 1 attached below). One copy of the contract and the summary table of the contract must be attached to the "CONTRACT REVIEW REQUEST". The ADB will review these documents and send them and related documents to the JICA for approval.

Form No. 1

BORROWER'S LETTERHEAD

Date: Reference Number:

Asian Development Bank (ADDRESS)

Attention: To the relevant ADB staff Dear Ladies/Gentlemen: REQUEST FOR REVIEW OF THE CONTRACT In accordance with the relevant provisions of the JICA Loan Agreement No. KAZ-P6 dated August 23, 2010, we hereby submit for your consideration a certified copy of the Contract, which is attached to this Agreement. The information about the Contract is given below: 1. The number and date of the contract _____________________________________ 2. Name and nationality of the supplier ______________________ 3. Purchase name _______________________________________ 4. Contract price _____________________________________________ 5. The amount of financing applied for ______________________ 6. Description and origin of goods ___________________________ We would appreciate it if you would notify us of the approval of the Contract by sending us an approval letter.

Sincerely, For: _________________________ ( signature of the official authorized to sign the documents by the Borrower)

Appendix 5

Commitment-related procedure

The ODA Loan Commitment Procedure (ODA), dated October 2008 (as amended) (hereinafter referred to as the "commitment procedure"), as amended, applies in the case of repayment of loan funds allocated to category (A), as specified in section 1 of Appendix 2. to this Agreement, for the purchase of goods and services from a Supplier(s) from an Acceptable Source Country(s) in respect of a portion of the contract denominated in an international market currency other than the currency of the Republic of Kazakhstan. 1. With respect to section 1.(3) "Procedure related to obligations", the Japanese Bank and Issuing Bank is Bank of Tokyo-Mitsubishi UFJ, Ltd., Tokyo.

Appendix 6

Transfer procedure

The transfer procedure described in the 2 types below can be applied to repay the loan funds allocated to Category (A), as indicated in section 1. Appendix 2 attached to the Loan Agreement, to make payments to the Supplier(s) from Eligible countries(s). The designated foreign bank in Tokyo engaged in currency exchange, indicated anywhere in this application, will be Bank of Tokyo-Mitsubishi UFJ, Ltd., Tokyo, Japan (hereinafter referred to as the "Paying Bank"). The designated foreign bank in the Borrower's country engaged in currency exchange specified in this appendix will be a bank proposed by the Ministry of Finance of the Republic of Kazakhstan (hereinafter referred to as the "Agent Bank"). Immediately after signing the Loan Agreement, the Borrower will appoint an Agent Bank and without delay send a notification to the JICA about the name of such Agent Bank. Type A: If the currency used for the actual payment to the Supplier(s) is an international market currency acceptable to the JICA, excluding the currency of the Republic of Kazakhstan. 1. Payment Request (1) If the Borrower receives a Payment Request from the Supplier(s) (according to the attached sample Payment Request), the Borrower will send a request to the JICA, through the ADB, to make a payment in an amount not exceeding the amount actually claimed by the Supplier(s) by sending a Payment Request to the JICA in accordance with the TRF Form attached to this Agreement. Each request must be accompanied by the following documents: (a) The original Payment Request addressed to JICA in a form agreed with ADB (b) A Summary Payment Table in accordance with the attached TRF-a form (c) A copy of the Type A Transfer Instruction addressed to the Paying Bank in accordance with the JICA-IFT-A sample (d) Payment Request, confirming the amount to be paid to the Supplier(s). (2) At the same time, the Borrower shall send the documents referred to in paragraph 1 above.(1). The borrower must send the following documents directly to the JICA: (a) A copy of the Payment Request addressed to JICA (b) A copy of the Summary Payment Table sent to ADB (c) A copy of the Type A Transfer Instruction sent to the Paying Bank (d) A copy of the Payment Request confirming the amount to be paid to the Supplier(s) (e) Copies of documents confirming (3) Each payment and its use sent to ADB must be in an international market currency acceptable to the JICA, as agreed by the Supplier(s). (4) The Borrower must send the Type A Transfer Instruction to the Paying Bank (in accordance with the JICA-IFT-A Form) along with a copy of the Payment Request and the Payment Request. 2. Payment (1) If the JICA considers that the Request for Payment has been made properly and in accordance with the provisions of the Loan Agreement, the JICA will make the payment in Japanese yen. The payment will be made within fifteen (15) business days (Tokyo) from the date of receipt of the Request from ADB by payment to a non-resident yen account of the Agent Bank, which must be opened in advance with the paying Bank, in accordance with the relevant laws and regulations of Japan. (2) If the amount indicated in the Payment Request is presented in an international market currency acceptable to the JICA, with the exception of Japanese yen, the payment amount in Japanese yen will be calculated at the selling rate provided by the Paying Bank two (2) business days (Tokyo) before the Date on which the Payment is made. payment. 3. Payments to the Supplier(s) Immediately after the loan funds paid by the JICA have been transferred to the non-resident yen account of the Agent Bank specified in paragraph 2 above, the Borrower obliges the Paying Bank to debit this amount to the above account for transfer to the appropriate account of the Supplier(s), as indicated in the Payment Request. At the same time, the Borrower obliges the Paying Bank to inform the Agent Bank by telegram about the above transfer. 4. Transfer of Authority (1) The Borrower hereby appoints the Agent Bank as its agent to take actions or enter into agreements necessary or permitted under this Transfer Procedure. (2) Any action taken or agreement entered into by the Agent Bank in accordance with the powers delegated to the Agent Bank is fully binding on the Borrower and will have the same force and effect as if such action had been taken or such agreement had been concluded by the Borrower. (3) The powers delegated to the Agent Bank may be revoked or modified by agreement between the Borrower and the JICA. 5. Measures The Borrower undertakes the Agent Bank to take the necessary measures with respect to the Paying Bank, in accordance with the powers delegated to the Agent Bank, as specified in paragraph 4 above, consisting of the following: (1) Open a non-resident yen account of the Agent Bank with the Paying Bank on behalf of the Borrower. (2) Immediately after the payment made by the JICA has been transferred to the non-resident yen account of the Agent Bank indicated in paragraph 2 above. The paying Bank will transfer the paid amount to the appropriate account(s) of the Supplier(s) in accordance with the Type A Transfer Instructions issued by the Borrower. (3) Notwithstanding the condition specified in paragraph (2) above, if the Paying Bank has not received the Transfer Instruction from the Borrower by the time the payment is made, the Paying Bank may transfer the paid amount to the appropriate account of the Supplier(s) in accordance with a copy of the Transfer Instruction that the JICA received from the Borrower.. 6. JICA is not responsible for losses incurred by the Borrower and/or Supplier(s) during the exchange due to differences between the amount declared by the Supplier(s) to the Borrower and the actual payment to the Supplier(s). Type B: If the currency used for the actual payment to the Supplier(s) is Kazakhstani Tenge. 1. Request for Payment (1) When the Borrower receives a Payment Request from the Supplier(s) (according to the attached Sample Payment Request), the Borrower will request the JICA, through ADB, to make a payment for an amount not exceeding the amount actually claimed by the Supplier by sending a Payment Request to JICA in accordance with the TRF form attached to this Agreement. Each request must be accompanied by the following documents: (a) The original of the Payment Request addressed to JICA in the form agreed with ADB (b) The Summary Table of payments in accordance with the attached form TRF-a (c) A copy of the Type B Transfer Instructions sent to the Agent Bank in accordance with the attached sample form JICA-IFT-B (d) Application for (e) Confirmation of the exchange rate as specified in paragraph (3)(2) below, at the same time, the Borrower sends the documents specified in paragraph 1.(1) above. The borrower must send the following documents directly to the JICA: (a) A copy of the Payment Request addressed to JICA (b) A copy of the Summary Payment Table sent to ADB (c) A copy of the Type B Transfer Instructions sent to the Paying Bank (d) A copy of Payment Requests confirming the amount to be paid to the supplier(s) (e) A copy of the exchange rate confirmation as indicated in paragraph (3) below (f) A copy of the documents confirming each payment and its use sent to ADB (3) The amount indicated in the Payment Request must be in Japanese yen, converted at the purchase rate provided by the Agent Bank on the day preceding the date of sending the Payment Request. The amount paid in Kazakhstani tenge and the exchange rate used to convert to Japanese yen will be described in the Summary Table of Payments according to the TRF-a form, along with confirmation of the exchange rate. (4) Notwithstanding the condition in paragraph (3) above, the reference course published by the Agent Bank in major newspapers may also be used. (5) The Borrower will send to the Agent Bank a Type B Transfer Instruction (according to the LSA-IFT-B form) along with a copy of the Payment Request and the Payment Request. 2. Payment If the JICA considers that the Request for Payment has been made properly and in accordance with the provisions of the Loan Agreement, the JICA will make the payment in Japanese yen. The payment will be made within fifteen (15) business days (Tokyo) from the date of receipt of the Request from ADB by payment to a non-resident yen account of the Agent Bank, which must be opened in advance with the paying Bank, in accordance with the relevant laws and regulations of Japan. 3. Payment to the Supplier(s) Immediately after the loan funds paid by the JICA have been transferred to the non-resident yen account of the Agent Bank specified in paragraph 2. above, the Borrower obliges the Paying Bank to send a telegram to the Agent Bank. Upon receipt of the telegram from the Paying Bank, the Borrower obliges the Agent Bank to immediately transfer the amount in Kazakhstani tenge actually declared by the Supplier(s) to the appropriate account(s) of the supplier(s), as indicated in the Payment Request. 4. Transfer of Authority (1) The Borrower hereby appoints the Agent Bank as its agent to take action or conclude any agreements necessary or permitted under this Transfer Procedure. (2) Any action taken or agreement entered into by the Agent Bank in accordance with the powers delegated to the Agent Bank is fully binding on the Borrower and has the same force and effect as if such action had been taken or such agreement had been concluded by the Borrower. (3) The powers delegated to the Agent Bank may be revoked or modified by agreement between the Borrower and the JICA. 5. Measures (1) The Borrower obliges the Agent Bank to take the necessary measures against the Paying Bank in accordance with the powers delegated to the Agent Bank as specified in paragraph 4. 4. above, consisting of the following: (a) Open a non-resident yen account of the Agent Bank with the Paying Bank on behalf of the Borrower (b) Allow the Paying Bank to send a telegram to the Agent Bank about the payment of the JICA (2) The Borrower will take the necessary measures in relation to the Agent Bank, in accordance with the powers delegated to the Agent Bank, as specified in paragraph 4. above, consisting of the following: Upon receipt of the telegram from the Paying Bank, the Agent Bank will immediately transfer the amount in Kazakhstani tenge actually declared by the Supplier(s) to the appropriate account(s) of the Supplier(s) in accordance with the Type B Transfer Instructions issued by the Borrower. 6. JICA is not responsible for losses incurred by the Borrower and/or Supplier(s) during the exchange due to differences between the amount declared by the Supplier(s) to the Borrower and the actual payment to the Supplier(s).

(CFP Sample Form)

Request for payment

Date: Loan No.: KAZ-P6

To: (Name and address of the Executive Agency) We hereby submit to you Applications for payment for the work performed as follows. 1. Name of the Beneficiary: 2. Contract Notification no. ___ from ____ (if any): 3. Description of purchased goods and services performed: 4. Declared amount: 5. Total amount already paid: 6. Total amount (4. + 5.): Please pay the amount stated in paragraph 4 above to our account as indicated below: i) Name of the Beneficiary _________________ ii) Account number _____________________________ iii) Name of the Bank _____________________ iv) Full address of the Bank ______________________ v) Telegraphic address ________________________

________________________ (Name of Supplier(s)) _____________________ (Signature)

The TRF form

Request for withdrawal of funds

Date: Loan agreement number: Serial number:

To: Japan International Cooperation Agency Department of East and Central Asia and the Caucasus Attention: CEO Ladies and Gentlemen: 1. In accordance with the Loan Agreement No. KAZ-P6 dated August 23, 2010 for the reconstruction project of the CAREC Transport Corridor (Zhambyl Region) between the Japan International Cooperation Agency (hereinafter referred to as "JICA") and the Government of the Republic of Kazakhstan (hereinafter referred to as the "Borrower"), the undersigned hereby requests payment under the said Loan Agreement, in total _________ ( in words ____________) to pay the expenses described in the attached Summary Table(s). 2. The undersigned has not yet requested payment of any amount from the loan funds in order to cover the expenses described in the Summary Table(s). The undersigned has not received and will not receive funds for such purposes from any other loan, loan or grant available to the undersigned. 3. The undersigned confirms that: a) the expenses described in the Summary Table(s) are incurred for the purposes set out in the Loan Agreement; b) the goods and services purchased with these funds were purchased in accordance with the applicable procurement procedures agreed with the JICA under the specified Loan Agreement, and the corresponding cost and terms of purchase are justified; c) the specified goods and services were or will be provided and provided by the Supplier(s) indicated in the attached Summary Table(s), and were or will be produced in (or, in the case of services, provided from) a suitable eligible country(s) for Japanese ODA loans. 4. Please pay the amount requested in this application by Bank of Tokyo-Mitsubishi UFJ, Ltd., Tokyo, Japan, to a non-resident yen account (the Borrower's Agent Bank). 5. This application consists of ____ pages(s) and ____ signed and numbered Summary Tables(s).

Sincerely, For: ______________________ ( Name of the Borrower) By whom: _____________________________ (Signature of the authorized person)

Form TF-a Date: Serial number:

Summary table of payments (Type A or Type B)

Letter of approval of the JICA no. _/S-

Description of goods and/or services

Supplier's Name and Address