On the ratification of the Loan Agreement in the amount of 3,825,000 US dollars between the Ministry of Finance of the Republic of Kazakhstan (as a Borrower) and the Export-Import Bank of Korea (as a Lender)

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On the ratification of the Loan Agreement in the amount of 3,825,000 US dollars between the Ministry of Finance of the Republic of Kazakhstan (as a Borrower) and the Export-Import Bank of Korea (as a Lender)

Law of the Republic of Kazakhstan dated July 26, 1999 No. 460-I

To ratify the Loan Agreement in the amount of 3,825,000 US dollars between the Ministry of Finance of the Republic of Kazakhstan (as a Borrower) and the Export-Import Bank of Korea (as a Lender), concluded in Astana on December 28, 1998.

President of the Republic of Kazakhstan

Loan Agreement of US$3,825,000 between the Ministry of Finance of the Republic of Kazakhstan as an Export-Import Borrower and the Bank of Korea as a Lender

Loan Agreement

(Official website of the Ministry of Foreign Affairs of the Republic of Kazakhstan - Entered into force on July 12, 2000)

This Loan Agreement has been drawn up and concluded on ____ pages between: the Ministry of Finance of the Republic of Kazakhstan (the "Borrower"), a government agency duly established and operating within the framework of the legislation of the Republic of Kazakhstan, with its registered head office at 60 Republic Ave., Astana, Republic of Kazakhstan; and Export-Import by the Bank of Korea (the "Lender"), a Bank duly established and operating within the framework of the laws of the Republic of Korea, with its registered head office at 16-1, Yoido-donq, Yongqdunqro-qu, Seoul, Korea. According to which the Ministry of Internal Affairs of the Republic of Kazakhstan (the "Buyer"), a government agency duly established and operating within the framework of the legislation of the Republic of Kazakhstan, with its registered head office at 4 Manasa St., Astana, Republic of Kazakhstan and LG International Co. and LG Information &

;Communications Ltd. (the "Collective Supplier"), each corporation organized and operating in accordance with the laws of Korea, with its registered head office at: EU Twin Towers, 20, Yodo-Dong, Yangdungpo-gu, Seoul, 150-606, Korea, has entered into a contract dated _____ (The "Contract") for the supply by the Supplier and the purchase by the Buyer of Rolice C31 Rgojes equipment (the "Plant"); According to which, as part of the Contract, the Buyer must pay the Supplier the contract price in the amount of four million five hundred thousand US dollars (4,500,000 US dollars) ("Contract Price") and is ready to pay fifteen percent (15%) of the Contract Price to the Supplier as an advance; According to which the Borrower requests the Lender to provide a loan in the aggregate principal amount not exceeding three million eight hundred and twenty-five thousand US dollars (3,825,000 US dollars) to finance the Borrower's payments in the amount of eighty-five percent (85%) of the Contract Price to the Supplier.; and According to which, subject to the terms and conditions of this Agreement, the Lender agrees to provide the Borrower with the required loan. For these reasons, the Borrower and the Lender have agreed on the following:  

Article 1 Definitions and interpretation Section 1.1 Definitions The following terms, wherever used in this Agreement, except where the context requires otherwise, will have the following meanings: (a) "Acceptance Date" means the earliest of (i) the date of issuance of the Acceptance Certificate by the Buyer in accordance with Article 9 of the Contract and (ii) December 31, 1999 or such earlier on a later date, as may be agreed between the Borrower and the Lender. (b) "Bank Day" means the day when banks are open for business in Seoul, New York and Almaty. (c) "Disbursements" means each disbursement of funds made in accordance with the provisions of this Agreement or the principal amount of each such disbursement, as required in the context. (d) "Payment Documents" means, with respect to each payment, a copy of the commercial invoice, bill of lading or statement of performance that the Supplier will require to be submitted or received from the Borrower in order to receive payment of all or part of the Contract Price under the Contract. (e) "Non-compliance case" means any of the cases described in Section 11.1. (f) "Risk Fee" means, with respect to each payment, the risk payment made by the Borrower to the Lender in accordance with Section 5.2. (q) "Funds" means the loan funds allocated to the Borrower under this Agreement, or, if required by the context, the amount of such loan funds. (h) "Debt" means any obligation to pay or repay money, both present and future. (i) "Interest Payment Date" means (i) April 15th and October 15th of each year prior to the first repayment date; and (ii) each repayment date. (j) "Interest accrual period" means the period beginning on the date of each payment and ending on the date preceding the next interest payment date; and further, the period beginning on the date of interest payment and ending on the date preceding the next interest payment date. (k) "Interest rate" means the interest rate specified in Section 4.1. (l) "Korea" means the Republic of Korea. (m) "Loan" means the aggregate principal amount of payments remaining unpaid from time to time. (n) "Note" means debentures issued by the Borrower in favor of the Lender pursuant to Section 6.2. (o) "Maturity Date" means every ten (10) consecutive semi-annual dates, including a date that will be six (6) months after the acceptance date. (p) "Request for Disbursement" means a written request from the Borrower for disbursement of funds in the form of Appendix B. (g) "United States Dollars" or "$" means the legal currency of the United States of America.

Section 1.2 Interpretation (a) The contents and section headings of this Agreement are used only for convenience of reference and do not affect the interpretation of any provision of this Agreement. (b) References to a particular Section or Annex shall be construed as references to such said Section or Annex of this Agreement. (c) Singular words include the plural, and vice versa, where required by the context.  

Article 2 Funds Section 2.1 Amount of funds The Lender hereby allocates funds, subject to the terms and conditions set forth in this Agreement, for the benefit of the Borrower in the total amount of three million eight hundred twenty-five thousand US dollars (3,825,000 US dollars). Section 2.2 Purpose The amount of funds will be used exclusively to finance the Borrower's payment of eighty-five percent (85%) of the Contract Price to the Supplier.  

Article 3 Payments Section 3.1 Payment procedures Upon satisfactory fulfillment of all the prerequisites set out in Section 8.1 and Section 8.2, the loan funds will be paid by the Lender in accordance with the payment procedures set out in this Article 3.

 Section 3.2 Direct Payment Procedure (a) The Borrower, if necessary, requests the Lender to make a payment in the required amount under the Contract directly to the Supplier's account at a commercial bank selected by the Supplier. (b) Each request for payment under this procedure must be signed by an authorized representative of the Borrower and accompanied by appropriate payment documents. (c) Within ten (10) banking days after the Creditor receives the payment request and the relevant payment documents, the Creditor will pay the required amount directly to the Supplier, and such payment will constitute Payment on the date of such payment.

Section 3.3 Letter of Credit Procedure (a) With respect to the portion of the Contract Price financed by the Lender under this Agreement, the Borrower may prepare a documentary letter of credit ("Letter of Credit") to be opened by a commercial bank in the Borrower's country, with the advice of a commercial bank in Korea ("Korean Bank"). The letter of credit is governed by the Uniform Rules and Practices for Documentary Letters of Credit of the International Chamber of Commerce Publication No. 500 (Reprint 1993) and includes the following article: "This letter of credit is opened in accordance with the Loan Agreement dated ____ between the Ministry of Finance of the Republic of Kazakhstan and the Export-Import Bank of Korea." (b) The refund made by the Creditor to the Korean Bank for the payment of the cheque through the letter of credit is Payable on the date and in the amount of such refund. (c) The letter of credit negotiations are limited to the Korean Bank. The Lender is not responsible for any actions or omissions of the Korean Bank in relation to the letter of credit, including its omission of inconsistencies or inconsistencies in the documents accepted in connection with the negotiations on the letter of credit. Section 3.4 Reimbursement Procedure (a) The Borrower may request the Lender that Payments be made to the Borrower's account at a bank selected by the Borrower to reimburse any payments made by the Borrower to the Supplier in accordance with the terms of the Contract and are eligible for financing under this Agreement. (b) Each request for payment under this procedure must be signed by an authorized representative of the Borrower and accompanied by appropriate payment documents and a payment certificate. (c) Within ten (10) banking days after the Creditor receives the payment request and the relevant payment documents, the Creditor will pay the required amount directly to the Supplier, which will then mean Payment on the date of such payment. Section 3.5 Applicability of the condition Except as agreed by the Creditor, no payments are made by the Creditor after the acceptance date. Section 3.6 Payment Notification After each payment is made, the Lender will notify the Borrower in writing of the date and amount of such payment. Such notification, if there are no errors in the declaration, will be convincing evidence of the date and amount of the corresponding Payment.  

Article 4 Interest and interest for non-fulfillment of conditions Section 4.1 Interest The Borrower will pay the Lender interest on the remaining and unpaid principal amount of the loan at a rate of five point eighteen hundredths of percent (5.18%) per year. Such interest will be paid on a deferred basis on each interest payment date for the interest accrual period, provided, however, that the first interest accrued from any Payment (not the final payment) made within twenty (20) days prior to the interest payment date can be paid on the next interest payment date. Section 4.2 Penalty Interest If the Borrower has not paid any amount payable under this Agreement in due time (or within the time limit set by the Note, ahead of schedule or at any other time), the Borrower will pay the Lender a penalty interest on the overdue payment at a rate equal to two percent (2%) per year in excess of the interest rate the rates for each day during the period from and including the due date, but not exceeding the date of the actual payment, during such period, interest does not accumulate on such overdue principal amount in accordance with Section 4.1.

Section 4.3 Calculations The percentage and penalty percentage are calculated based on the actual number of days that have passed, and there are 360 days in a year.  

Article 5 Costs and Expenses Section 5.1 Payment of obligations (a) The Borrower will pay the Lender a fee for obligations arising in connection with this Agreement, payable on each interest payment date, for a daily non-cancelled and unpaid portion of funds at a rate of one-second of one percent (1/2 of 1%) per year. (b) Such fees for obligations arising in connection with this Agreement shall begin to accumulate from and including the date of this Agreement, and shall be calculated on the basis of the actual number of days that have elapsed, and 360 days in a year. Section 5.2 Payment for the risk of potential losses Within five (5) banking days after the date of each development, the Borrower pays the Lender a payment for the risk of potential losses in the amount of four point seventy-seven hundredths percent (4.77%) of the amount of each development. Section 5.3 Expenses (a) The Borrower will reimburse the Lender, upon request, for all reasonable expenses and expenses not exceeding US$ 20,000, including legal counsel's fees, incurred by the Lender in connection with the preparation, execution or amendment of this Agreement. (b) The Borrower will reimburse the Lender, upon request, for all reasonable costs and expenses, including legal fees, incurred by the Lender in connection with inquiries, lawsuits, or refunds of any amounts under this Agreement from or after the date on which the non-fulfillment occurred. (c) The Lender will provide the Borrower with a sufficiently detailed statement of the costs and expenses reimbursed to him by the Borrower.

 Article 6 Repayment and Prepayment Section 6.1 Repayment The Borrower will repay the loan in ten (10,) equal consecutive semi-annual installments on each repayment date, provided that the last installment is in the amount necessary to fully repay the remaining loan funds by that time. Section 6.2 Debt obligations (a) In order to confirm its obligations to pay the loan and interest on it, the Borrower will issue and deliver to the Lender a Note in the form of Appendix A within fifteen (15) days from the date of acceptance. The note must be for the principal amount equivalent to the remaining loan amount by that time. (b) After the final repayment of all amounts payable on the Note, the Note is marked as fully repaid and must be returned by the Lender to the Borrower. Section 6.3 Voluntary Prepayment (a) Upon written notification to the Lender at least thirty (30) days in advance, the Borrower may make prepayment of all or any part of the loan, together with interest accrued by the prepayment date on the prepayment amount and any other amounts then payable under this Agreement. (b) The amount of any partial prepayment must be equal to or a multiple of the loan repayment fee. Such an advance payment is applicable to loan contributions in reverse order of payment dates. The Borrower is not entitled to re-borrow any amounts thus prepaid under this Agreement. (c) The Borrower, at the same time as any prepayment made under this section, will pay a prepayment premium in the amount of one-second of one percent (1/2 of 1%) of the principal prepaid amount. Section 6.4 Mandatory prepayment If the contract is terminated or cancelled for any reason prior to the acceptance date, the Borrower shall prepay the loan to the Lender without any premiums or penalties, together with the interest accrued on it, until the Lender agrees otherwise. In case of full repayment of the Loan and accumulated interest, the lender waives all its claims against the Borrower.

Article 7 Payments and currency Section 7.1 Place of payment All payments made by the Borrower under this Agreement will be made in US dollars from available funds to the Lender's account at Bankers Trust Somrapu, Church Street St., New Uogk, N.Y. 10015, U.S.A. (Account No. 04-029-695) or to another such account as the Lender names to the Borrower in writing at least fifteen (15 ) days before the due date of any payment. Section 7.2 Banking Day If any payment made by the Borrower under this Agreement falls on a day that is not a bank day, such payment is postponed to the next banking day, and the interest on it is adjusted accordingly. Section 7.3 Payments All amounts paid by the Borrower under this Agreement will be paid in full, without delay or counterclaim, or any restrictions or conditions, exempt from any taxes or other deductions or deductions of any kind. Section 7.4 Summation of payments If the Borrower or any person is required by any law or regulation of the Republic of Kazakhstan to make a deduction or deduction (in respect of tax or other item) from a payment under this Agreement, the Borrower must pay an additional amount along with such payment to ensure that the Lender receives the full amount, as if no such deduction or deduction would be required. Section 7.5 Use of Payments If the amount of any payment made by the Borrower under this Agreement is less than the total amount payable or payable in respect of such payments, the Lender has the right to use the amount received for principal, interest or other amounts payable as the Lender deems appropriate. Section 7.6 Loan accounts In accordance with the usual practice, the Lender maintains a number of accounts with the registration of payments, repayment of the loan, settlements and interest payments and payments of other amounts to be paid. In any legal process or proceeding with respect to this Agreement, the transactions made by the Lender on such accounts, in the absence of errors in the declaration, will be convincing evidence of the existence and amounts of the Borrower's obligations under this Agreement. Section 7.7 Dollar transactions Payments of all amounts in US dollars payable are essential to this Agreement, and such obligations are not released by any payment made in another currency, where, according to the conclusion or otherwise and to such an extent, the amount of such payment, upon immediate conversion into US dollars under normal banking procedures, does not reduce the amount payable. amounts in US dollars.  Article 8 Prerequisites Section 8.1 Initial Payment Terms As prerequisites for initial Payments, the following documents and certificates must be obtained by the Creditor, in form and in substance satisfying the Creditor: (a) The Contract. A completed copy of the contract; (b) A certificate of authority (in the form in Appendix C) for the persons authorized to sign the Note, request for payments, extract and other documents required in connection with this Agreement, together with certified samples of signatures of each such person; (c) A Legal Opinion. The legal opinion of the Borrower's legal adviser is mostly in the form of Appendix D, and (d) the Letter of Acceptance of the procedural agent. The letter from the procedural agent specified in Section 12.3 is mostly in the form of Appendix E. Section 8.2 Conditions of each payment B As a precondition for each payment (including the initial payment), each of the following conditions must be fulfilled on the day of each payment: (a) Neither the case of non-fulfillment of the conditions, nor the case when it is reported in advance or after a period of time, or both, will constitute a case of non-payment existing on the date of each payment; (b) All statements and guarantees provided by the Borrower for this Agreement remain valid and accurate in all respects as of and on the date of each payment.; and (c) All documents and authorizations referred to in Section 8.1 above are in full force and are valid on the date of each payment or, if any changes have occurred, the Creditor must obtain additional evidence and appropriate signatures related thereto.  

Article 9 Representations and guarantees The Borrower submits and guarantees to the Lender the following: Section 9.1 Status of the Borrower The Borrower is a government agency, duly established and lawfully existing within the framework of the legislation of the Republic of Kazakhstan, and has the rights and authority to conduct its business as it is currently conducted, and to make transactions provided for in this Agreement. Section 9.2 Borrower's Authority The Borrower has completed all necessary actions and procedures to obtain authority to execute and deliver this Agreement, as well as submit all other required documents, and obtain authority to fulfill its obligations under this Agreement. Section 9.3 Feasibility This Agreement has been duly executed and delivered, as well as the Note, has been duly executed and delivered, and is legally binding and binding on the Borrower to fulfill the obligations imposed on it in accordance with their terms. Section 9.4 Non-infringement The execution, delivery, and execution of this Agreement (i) will not violate or contradict any law or regulation applicable to the Borrower, and (ii) will not constitute a breach of duty or an event that results in a breach of duty under any other agreements to which the Borrower is a party. Section 9.5 Loan rank The Borrower's obligations under this Agreement and the Note are and will be classified at least as pari passu in the priority of payments and in all other respects with all other debts of the Borrower, except where otherwise prescribed by law. Section 9.6 Government Approval All government authorizations and approvals necessary for the Borrower's authority to execute and execute this Agreement, or required for the entry into force and execution of this Agreement, have been duly obtained or executed and are valid, in full force and effect. Section 9.7 Judicial proceedings There are no legal proceedings or prosecutions pending, or as far as the Borrower is aware, threatening to arise from a court or government agency that would significantly and negatively affect the Borrower's financial situation or business. Section 9.8 Absence of a condition non-fulfillment event There is no event that has occurred and is ongoing that constitutes or is reported in advance, or after a period of time, or both, will constitute an event of non-fulfillment of conditions or non-payment under other agreements to which the Borrower is a party, or under which he may be limited. All materials and guarantees provided by the Borrower in this Agreement will be continuous representations and guarantees, will be maintained during the implementation of this Agreement and are expected to be repeated by the Borrower on the date of each Payment Request with reference to the facts existing at that time.  

Article 10 The Borrower enters into an Agreement and agrees that until all amounts under this Agreement are paid in full, he will fulfill the following obligations: Section 10.1 Obligations of the Borrower The Borrower will fulfill all his obligations under this Agreement and the Note, regardless of claims that he may have, now or after, to the Supplier or any other person in connection with the execution of the Contract concluded between the Buyer and the Supplier. The Borrower hereby agrees to refrain from using such claims as the basis for a counterclaim, or withholding or deferring payments on the Borrower's debt under this Agreement. Section 10.2 Notification of Non-fulfillment of Conditions The Borrower will immediately give written notification to the Lender about each event that constitutes or will constitute, which is reported in advance, or after a period of time, or both, a non-fulfillment event, and about each other event that has or may have a significant and negative impact on the Borrower's ability to fulfill its obligations under this Agreement. Section 10.3 Modification of the Contract Before the parties make any significant changes or appointments to the Contract, the Borrower must obtain or ensure that the Supplier receives the written consent of the Lender, which will not be unreasonably denied. The Borrower will immediately deliver or ensure that a correct, complete copy of the relevant documents is delivered to the Lender after such changes or appointments. Section 10.4 Additional documents The parties must provide each other with such additional documents, legal opinions, or information as one of the parties may reasonably request for the purposes of this Agreement.  

Article 11 Cases of non-compliance Section 11.1 Cases of non-compliance Each of the following events or cases is a Case of Default under the following Agreement: (a) The Borrower fails to pay any portion of the principal, interest, or any other amount due under this Agreement as of the due date, and such non-payment lasts for 10 (ten) days. (b) The Borrower fails to comply with or comply with any of the terms or conditions set forth in this Agreement, except for any events referred to in this section as non-payment cases, and such non-compliance is not resolved within 30 (thirty) days after written notification to the Borrower by the Lender. (c) Any representation or guarantee provided or deemed to be provided by the Borrower in this Agreement has proven to be substantially incorrect, and if such inaccuracy, being remedied, has not been eliminated to the Borrower's full satisfaction within thirty (30) days after the Borrower receives written notice from the Lender of the need to correct such inaccuracy. (d) The Borrower fails to repay in due time any debt under any other Agreement in the amount exceeding USD 5 (five) million. United States Dollars (USD 5,000,000) (or its equivalent in another currency) or any such amount up to a predetermined repayment date due and payable as a result of non-payment. (e) The Borrower intentionally or unintentionally merges or merges with another person, which, in the opinion of the Lender on a proper basis, significantly and adversely affects the Borrower's ability to fulfill all or part of its obligations under this Agreement. (f) The Borrower becomes insolvent, or commits, or allows an act of bankruptcy, liquidation, or termination of operations. (g) If a court order or a writ of execution or similar documents are issued against a substantial portion of the Borrower's property, which remain not rejected, not released from collateral or not paid within 90 (ninety) days. (h) Any government authorization required to fulfill any of the Borrower's obligations under this Agreement will not or will not remain legal, will cease to be valid and will cease to be valid. (i) Any other event occurs or any other circumstances occur that, as the Lender reasonably considers, significantly and adversely affect the Borrower's ability to fulfill all or part of its obligations under this Agreement. Section 11.2 Consequences of non-compliance Upon occurrence of a Non-Fulfillment Case and if such non-fulfillment continues, the Lender may, at its discretion and by sending written notification to the Borrower, (1) suspend further payments until such non-fulfillment case is resolved, (2) cancel the outstanding portion of funds and/or announce the Agreement and all accrued interest and all other amounts payments made under this Agreement are subject to immediate payment, and such payment must be made immediately without further notice or formalities.

 Article 12 Governing law and powers

Section 12.1 Governing Law This Agreement is governed by and treated in accordance with the laws of the State of New York in the United States of America. Section 12.2 Jurisdiction The parties to this Agreement agree that any claim or legal proceeding arising out of or related to this Agreement may be referred by either party to any Federal or State Court sitting in the State of New York in the United States of America, and both parties hereby definitively and irrevocably submit to the jurisdiction of such courts in respect of such actions or procedures. The provisions mentioned above do not limit the rights of either party to consider such actions or procedures in any other appropriate court. Section 12.3 Process Maintenance The Borrower definitively designates (Name and Address of the Process Agent) as its agent to receive on its behalf procedural services or other subpoenas related to lawsuits or legal proceedings pending in the State of New York and related to this Agreement. As long as the Borrower has any obligations under this Agreement, the Borrower retains its duly appointed agent to conduct such proceedings or receive a subpoena, and if it is unable to retain such an agent, any such proceedings or subpoenas may be serviced by sending a copy of them by registered mail to the Borrower. Section 12.4 Waiver of immunity The Borrower waives in full, to the extent permitted by applicable law, the immunity imposed on him or his property, either on the basis of sovereignty or otherwise.  

Article 13 Miscellaneous Section 13.1 Full Agreement. Amendments This Agreement fully legitimizes the obligations of the parties and replaces any prior expressions of intent or understanding regarding this transaction. Any amendments to this Agreement must be made in writing and signed by duly authorized representatives of both parties to the Agreement. SectiArticle 13 Miscellaneous Section 13.1 Full Agreement. Amendments This Agreement fully legitimizes the obligations of the parties and replaces any prior expressions of intent or understanding regarding this transaction. Any amendments to this Agreement must be made in writing and signed by duly authorized representatives of both parties to the Agreement. Section 13.2 Refusal; Total rights A delay in the use or non-use by the Lender of any rights given by this Agreement does not constitute a waiver of such right or any obligation on the part of the Borrower under this Agreement, and no separate or partial use of such right will prevent the continued use of such right. No Creditor's refusal is considered valid unless it is provided in writing. The rights and sanctions provided for in this Agreement are cumulative and do not exclude any other rights or sanctions that the Creditor may have in other cases. Section 13.3 WaivThe rights and sanctions provided for in this Agreement are cumulative and do not exclude any other rights or sanctions that the Creditor may have in other cases. Section 13.3 Waiver In no way is the Creditor responsible for the performance of the Contract concluded between the Supplier and the Buyer, and does not interfere in any disputes arising under this Contract. Any claims made by the Borrower against the Supplier or any other person regarding the performance of the Contract will not affect or weaken the Borrower's obligations under this Agreement. Section 13.4 Assignments This Agreement is binding and serves the benefit of each of the parties to the Agreement and their successors and assigns, provided that the Borrower may not assign or transfer any of its obligations under this Agreement or Note without the written consent of the Lender. The Lender may, with written notification to the Borrower, assign or transfer all or any part of the Loan funds and its rights and benefits under this Agreement or the Note, provided that the Lender does not transfer the Note without accompanying documents for the traThe Lender may, with written notification to the Borrower, assign or transfer all or any part of the Loan funds and its rights and benefits under this Agreement or the Note, provided that the Lender does not transfer the Note without accompanying documents for the transfer of the relevant rights under this Agreement. Section 13.5 Communications (a) Any documents that will be transmitted or drafted under this Agreement will be hand-delivered or sent by mail or telex or telefax, and are considered delivered (1) if they are transferred from hand to hand; (2) if they are sent by mail and delivered on the fourteenth day after the date of dispatch; and (3) if they are sent by telex or fax and delivered on the second business day after the date of the transaction. (b) The postal address and telex and telefax numbers are as follows: (or such other address or numbers as may be communicated from time to time by one of the parties to the other party): (1) For the Lender: Export-Import B(b) The ostal address and telex and telefax numbers are as follows: (or such other address or numbers as may be communicated from time to time by one of the parties to the other party): (1) For the Lender: Export-Import Bank of Korea 16-1 Yodo-dong, Yangdungpo-gu Seoul, Korea To: Director of the Consumer Credit Department Telex number: K 26595EXIMVC Fax number: 822-3779-6748 (2) For the Borrower: Address: 60, ave. Republic, Astana, Republic of Kazakhstan Whom: Telex number: Fax number: 7 3272 696152 (c) All notices, requests, or other communications, or any other documents that need to be delivered, must be in English or accompanied by a certified English translation. Section 13.6 Divisibility of Terms If one or more provisions of this Agreement or any documenton 13.6 Divisibility of Terms If one or more provisions of this Agreement or any document issued in connection with this Agreement proves to be unlawful, invalid, or unenforceable in any respect under any applicable law, this will in no way affect the validity, legality, or entry into force of the remaining provisions contained herein.

Section 13.7 Instances

This Agreement may be executed in any number of copies. Any single copy or set of signed copies in English, in any case, constitutes This Agreement may be executed in any number of copies. Any single copy or set of signed copies in English, in any case, constitutes by both parties a complete and original agreement for all purposes.

In witness whereof, the parties to this Agreement have secured the execution of this Agreement through their respective, duly authorized

In witness whereof, the parties to this Agreement have secured the execution of this Agreement through their respective, duly authorized representatives on the date indicated above.

For and on behalf of For and on behalf of

Ministry of Finance of the Republic of Korea Export-Import Bank

Kazakhstan

Whom ______________ Whom ______________

Name Name

Position Position

Appendix A

Debt obligation

Date __________

The main amount is USD 3,825.000.00

Export-Import Bank Koren

Seoul, Korea

To: The Director of the Consumer Credit Department For the amount received, the Ministry of Finance of the Republic of Kazakhstan (the Borrower), through this Debt Obligation (Note), unconditionally undertakes to pay the principal amount of three million eight hundred and twenty-five thousand US dollars (USD 3,825.000.00) in installments according to the payment order of the Export-Import Bank of Korea (the Lender). as indicated below, and interest on the balance of the principal amount remaining unpaid from time to time, at an interest rate equal to five point eighteen percent per annum (5.18%). The principal amount of this Note will be paid in ten (10) installments, the first of which will be paid in the amount of three hundred eighty-two thousand five hundred US dollars (USD 382,500), due and payable on __________ ( date). The remaining contributions are paid in equal semi-annual installments of three hundred eighty-two thousand five hundred US dollars (USD 382,500) each, and the due date is ____________ and ________________ ( dates) of each years (each, Maturity Date). Interest on this Note is payable and payable on April 15 and October 15 of each year prior to the Date of the first Repayment and thereafter upon the occurrence of each Repayment Date, including the first Repayment Date. The interest amount is calculated based on the actual number of days (including the first day and not including the last day) that have elapsed in a 360-day year. In the event that any part of the principal amount or accumulated interest on this Note is not paid in full upon the due date (or at the specified maturity date, or upon early repayment, or on another day), the Borrower pays the Lender interest for non-fulfillment at an interest rate of seven point eighteen hundredths of percent (7.18%) per annum from the unpaid amount for the period from and including the due repayment date and not including the date of full payment. Both the principal amount and interest on this Note are paid in US dollars. Immediately to the Creditor's account at Bankers Trust Somrapu, New Uogk, (Account 04-029-695) or to such other account as the holder of the Note may specify in writing. All amounts paid by the Borrower under this Note are paid without any deductions or against current or future taxes, duties and other charges. If any contributions on the principal amount or interest due on this Note are not paid immediately and in full, the unpaid principal amount and interest must be paid without delay at the discretion and request of the holder of the Note. The Borrower hereby waives any demands, efforts, complaints, protests or comments of any kind regarding this Note, and guarantees the holder of the Note that all actions and permits necessary for its registration and delivery have been accepted and received properly.

Failure by the holder of the Note to exercise any rights under it does not in any way imply a waiver of them in this or any other case.

This Note was issued in accordance with the Loan Agreement from ______________ 19 __, concluded between the Lender and the Borrower, and will be regulated and treated in accordance with the laws of the State of New York of the United States of America.

For and on behalf of

Ministry of Finance of the Republic of Kazakhstan

_________________

Name

Post

Appendix B

Withdrawal request

Date:

Application no. ________

Export-Import Bank of Korea

Seoul, Korea

To: Director of the Consumer Credit Department

Gentlemen,

According to the Loan Agreement from ____________19___ ( Agreement) concluded between the Ministry of Finance of the Republic of Kazakhstan (the Borrower) and the Export-Import Bank of Korea as the Lender, we hereby request you to make a Payment in the amount of ____________ US dollars (USD _____) to the account of the Supplier (or Borrower) № ____________ in (name and address of the bank). Capitalized terms have the same meaning as in the Agreement. The withdrawal documents for this Payment are attached to this document, as required by the terms of the Agreement.

We hereby confirm that (1) the Payment made pursuant to this Application constitutes a legitimate Payment under the Agreement; (2) as of the date of this Application, no event has occurred or is occurring that can be considered a Case of Non-Payment (Non-Fulfillment) under this Agreement; and (3) as of the date of this Application, application and the guarantees made by the Borrower in the Agreement remain valid and correct.

sincerely yours

For and on behalf of

Ministry of Finance of the Republic of Kazakhstan

____________________________

Name

Post

Appendix C

Certificate of authority

Export-Import Bank of Korea Date:___________

Seoul, Korea

To: Director of the Consumer Credit Department

Gentlemen,

Regarding the Loan Agreement from _____________19_______ ( Agreement) concluded between the Ministry of Finance of the Republic of Kazakhstan (the Borrower) and the Export-Import Bank of Korea as the Lender, the undersigned ___________ (Borrower), duly authorized, hereby confirm the following names, positions, and signature samples of persons, each of whom is authorized to sign and deliver on behalf of the Borrower the Agreement and any other documents that may be required under it.

Name and Position Signature sample

_______________ _______________

If any confirmation contained herein becomes illegal and incorrect at and from any time prior to the final Payment under this Agreement, the Borrower must immediately notify the Lender.

In witness whereof, this certificate has been issued ____________( date)

For and on behalf of

Ministry of Finance of the Republic of Kazakhstan

_________________________

Name

Post

Appendix D

Borrower's legal opinion

Export-Import Bank of Korea

Date _______

Seoul, Korea

To: Director of the Consumer Credit Department

Gentlemen,

While serving as a legal adviser to the Ministry of Finance of the Republic of Kazakhstan (the Borrower), I have studied all the originals or copies of the following documents related to the Loan Agreement from___________ ( Agreement) concluded between the Borrower and the Export-Import Bank of Korea (Lender): 1. Agreement; 2. The form of the Note; and 3. Other documents that I consider necessary or sufficient to use as the basis for drawing up the legal opinion provided below. The legal opinion provided in this document is limited, and I do not intend to provide a legal opinion on matters subject to any other law or jurisdiction. All terms defined in this Agreement and used, but not specified, in this document have the meaning given to them in the Agreement. In connection with the above, my opinion is that: 1. Rights and powers. The Borrower is a government agency, duly registered and operating under the laws of the Republic of Kazakhstan, has the rights and authority to execute, deliver and execute the Agreement and the Note. 2. Permission. The execution, delivery and fulfillment by the Borrower of the Agreement and the Note was duly authorized by all necessary actions of the Borrower and does not contradict any law, rule or regulation of the Republic of Kazakhstan. 3. Government approval. All government permits, approval and consent of the Republic of Kazakhstan required to authorize the execution, delivery and execution of the Agreement or Note have been received and are in full force and effect. 4. Entry into force. The Agreement has been duly executed and delivered by the Borrower, and the Note, duly executed and delivered, constitutes legally binding and binding for the fulfillment by the Borrower of the obligations imposed on him in accordance with their terms. 5. No Cases Of Non-fulfillment. As far as I know, there has not been in the past and there is not currently an event that, after notification or expiration of time, or both, constitutes a Case of Non-fulfillment or non-fulfillment under any other Agreement to which the Borrower acts as a party or to which he may be bound. 6. Court proceedings. To my knowledge, there are no pending or threatening legal proceedings whose adverse decisions could significantly negatively affect the Borrower's financial condition or weaken the Borrower's ability to fulfill its obligations under the Agreement or the Note. 7. Immunity. Neither the Borrower nor his property has any right to immunity on the basis of sovereignty or on the basis of other laws, seizure (before or after a court decision) or enforcement in relation to any action or proceeding arising from or related to the Agreement or Note. 8. The choice of the law. The choice of the New York State laws by the parties to the Agreement to regulate the Agreement is lawful, effective, and binding. 9. Jurisdictions. The Borrower may be subject to and, according to the provisions of the Agreement, is legally, truly and unconditionally subject to the jurisdiction of Federal or State Courts sitting in the State of New York of the United States of America, in the event of any lawsuits or legal proceedings arising out of or related to the Agreement or the Note.

Sincerely,

Appendix E

Letter of acceptance of the procedural agent

Date:

Export-Import Bank of Korea

Seoul, Korea

To: Director of the Consumer Credit Department

Gentlemen,

We understand that according to the terms of the Loan Agreement from _______19_____ ( Agreement) concluded between the Ministry of Finance of the Republic of Kazakhstan (the Borrower) and the Export-Import Bank of Korea as the Lender, we were finally appointed as the Borrower's agent to receive, for and from on behalf of the Borrower, official subpoenas, complaints, or any other documents related to lawsuits and legal proceedings brought in the State of New York in relation to this Agreement.

We hereby unconditionally accept this appointment.

Sincerely

(Name of the Procedural Agent)

____________________

Name:

Post:

(Experts: Sklyarova I.V., Tsai L.G.)

President

Republic of Kazakhstan

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