On the ratification of the Loan Agreement in the amount of USD 3,400,000 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 USD 3,400,000 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 June 23, 2000 No. 61-II

To ratify the Loan Agreement in the amount of USD 3,400,000 between the Ministry of Finance of the Republic of Kazakhstan (as the Borrower) and the Export-Import Bank of Korea (as the Lender), concluded in Seoul on December 29, 1999.

President of the Republic of Kazakhstan

 Loan Agreement of US$3,400,000.00 between the Ministry of Finance of the Republic of Kazakhstan as the Borrower and the Export-Import Bank of Korea as the Lender Date December 29, 1999

(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 26 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 the Export-Import 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-dong, Yongdungro-gu, 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., a corporation organized and operating in accordance with under the laws of Korea, with its registered head office at: LG Twin Towers, 20, Yodo-Dong, Yangdungpo-gu, Seoul, 150-606, Korea, and LG Information & Communications Ltd., (jointly ; with LG International (The "Supplier"), a corporation organized and operating under the laws of Korea, with its registered head office at LG Kang-Nam Tower, 679 Yoxam-Dong, Gyeongnam-gu, Seoul, 135-080, Korea, has entered into a contract dated October 31, 1999 (the "Contract") for the supply of Supplier and Buyer's purchase of equipment for the second part of the Police C3I Project. According to which, under the Contract, the Buyer must pay the Supplier the contract price in the amount of 4,000,000.00 (four million) US dollars (the "Contract Price"), and the Borrower is willing 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 total principal amount not exceeding 3,400,000.00 (three million four hundred thousand) 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, 2000 or more a later date as 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 by 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 must submit to or receive from the Borrower in order to receive payment of all or any part of the Contract Price under the Contract. (e) "Non-compliance case" means any of the cases described in Section 12.1. (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. (g) "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) _____ and _______ 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 immediately preceding the next interest payment date; and further, the period beginning on the date of interest payment and ending on the date immediately 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 each of ten (10) consecutive dates occurring semi-annually, starting inclusive from the 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 3,400,000.00 (three million four hundred thousand) 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 in 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 request for payment and the relevant payment documents, the Creditor will pay the required amount directly to the Supplier, and such payment will constitute Payment on the effective date of this Agreement. 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"), which will be opened by a commercial bank in the Borrower's country in favor of the Supplier 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 issued by the International Chamber of Commerce No. 500 (Republished 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, inconsistencies or contradictions in the documents adopted 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 an appropriate 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 Borrower, 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, in the absence of obvious errors, 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 unpaid principal amount of the loan at a rate of six point ninety-four hundredths of a percent (6.94%) 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 (outstanding 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 (either on due date, early 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 for each a day during the period starting from the due date inclusive, until the date of the actual payment, not including it, during which the interest does not accumulate on the overdue principal amount in accordance with Section 4.1.

Section 4.3 Calculations

The percentage and penalty percentage is calculated based on the actual number of days that have passed, and the year is 360 days.

 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, on 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 the date of this Agreement inclusive, 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 The Borrower pays the Lender a risk payment in the amount of four point seventy-seven hundredths of a percent (4.77%) of the amount of funds as a precondition for the first payment date. The Lender notifies the Borrower of the amount of the risk payment no later than five (5) days before the first payment date. Section 5.3 Expenses (a) The Borrower will reimburse the Lender, upon request, for all reasonable expenses and expenses not exceeding twenty thousand United States dollars (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 repay the loan and interest on it, the Borrower will issue and deliver to the Lender a Note in the form of Appendix A with a form of repayment dates (including the 1st repayment date) and a table of payments as a precondition for the initial payment. The note must be for a total amount equivalent to the amount of funds specified in Section 2.1, but will be valid for the principal amount at any time only in the amount of the combined amounts paid and unpaid, and for interest only in the amount of interest accrued from those dates and on the amounts of such payment. (b) The Borrower grants the Lender the right to fill out the repayment date forms, the principal amounts of each installment and the payment table in the Note. The Borrower agrees that these powers are final and cannot be limited in any way. After the Lender fills in the relevant repayment dates (including the first repayment date), the principal amounts of each installment and the date and amount of each payment table in the Note, the Lender sends the Borrower a certified copy of the completed Note. (c) 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 an advance payment of all or any part of the loan, together with all interest accrued by the prepayment date on the amount of the prepayment, 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 under this Agreement, thus pre-paid. (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, except for prepayment made within six (6) months prior to the last repayment date. Section 6.4 Mandatory prepayment If the contract is terminated or cancelled for any reason prior to the acceptance date, the Borrower shall pre-pay the Loan to the Lender without any premiums or penalties, together with the interest accrued on it, unless 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 the Banks Trust Somrapu, Church Street St., New Uogk, N.Y.10015, U.S.A. (Account N 04-029-695) or to another account, which the Lender determines to the Borrower in writing not later than less than 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, if any, is adjusted accordingly. Section 7.3 Exemption from taxes and other obligations 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, according to any law or regulation of the Republic of Kazakhstan, is required to deduct or withhold (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 such deduction or deduction would not 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 court case or proceeding regarding this Agreement, the records made by the Lender on such accounts, in the absence of obvious errors, 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. 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) The note. Debt obligations duly executed by the Borrower in the form of the attached Appendix A. (c) Certificate of Authority. Certificate of authority (in the form in Appendix C) for persons who are authorized to sign the Agreement on behalf of the Borrower and who are authorized to sign the Note, request for Payments, statement and other documents required in connection with this Agreement, together with certified samples of signatures of each such person. (d) Legal opinion. The legal opinion of the Ministry of Justice of the Republic of Kazakhstan to the Borrower is mostly in the form of Appendix D, and (e) A Letter of Acceptance of the procedural agent. The letter from the procedural agent specified in section 13.3 is mostly in the form of Appendix E. Section 8.2 Terms of each payment As a precondition for each payment (including the initial payment), each of the following conditions must be met on the day of each payment: (a) Neither the case of non-payment, nor the case of notification or delay, or both in advance or after the time interval that would constitute the case of non-payment, will exist on the date of each payment. payments. (b) All statements and guarantees provided by the Borrower in this Agreement remain valid and accurate in all respects as of the date of each payment and (c) All documents and authorizations referred to in Section 8.1 above are in full force and effect as of the date of each payment or, if any changes have occurred, the Lender must obtain an additional certificate and relevant signatures related to it.  

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 legally 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, the Note, as well as all other required documents, and to obtain authority to fulfill its obligations under this Agreement and the Note. Section 9.3 Feasibility This Agreement is duly executed and delivered, as well as the Note, when executed and delivered properly by the Borrower, will constitute legally binding and binding for the fulfillment by the Borrower of the obligations imposed on him in accordance with their terms. Section 9.4. Not a violation The execution, delivery and execution of this Agreement and the Notes: (i) will not violate or contradict any law or regulation applicable to the Borrower, and (ii) will constitute a breach of duty or an event that will result in a breach of duty under any 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 and the Note, or required for the effective execution of this Agreement and the Note, have been duly obtained and 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 materially and negatively affect the Borrower's financial situation or business. Section 9.8 No case of non-payment There is no event that has occurred and is ongoing that constitutes, or that 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 any 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 Notice of Non-Fulfillment The Borrower will immediately give written notice to the Lender of 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 of each other event that occurs or may have a significant and negative impact on the Borrower's ability to comply their obligations under this Agreement and the Note. 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 and 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 Change of Circumstances Section 11.1 Change of Circumstances This Agreement is based on the economic, financial, national and international conditions, and on the legal, tax, currency and professional provisions in force in the countries of the Lender and Borrower at the date of their entry into force. In the event of any changes to these terms or conditions and their interpretation by any competent authority or for any other reason, the influence of which, without limitation: (a) Makes it impossible to pay in dollars; (b) makes illegal any material provisions of this Agreement or (c) generally imposes any new taxes, duties and/or any other charges on the Lender in connection with the loan; then the Lender stops payments and takes the following measures: (a) The Lender immediately notifies the Borrower. (b) The Lender will confer with the Borrower with a view to reaching a general decision allowing the application of this Agreement; and (c) if these cases occur but are not resolved within ninety (90) days after the date on which the Borrower receives written notice from the Lender, they will be considered non-compliance cases and Section 12 will apply.2.  

Article 12 Cases of non-compliance Section 12.1 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 or Note on the due date, and such non-payment lasts for ten (10) days. (b) The Borrower fails to comply with or comply with any of the terms or conditions set forth in this Agreement, other than any events identified in this section as non-payment, and such non-compliance is not resolved within thirty (30) 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 proved to be inaccurate in substance and, if such inaccuracy, being remedied, has not been eliminated to its 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 excess of five million (5,000,000) US dollars (or its equivalent in any other currency) or any such amount prior 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 the Lender reasonably considers to significantly and adversely affect the Borrower's ability to fulfill all or part of its obligations under this Agreement and the Note. (f) The Borrower becomes insolvent or commits or allows an act of bankruptcy, liquidation or termination of operations. (g) If a court order or writ of execution or similar documents are issued against a substantial portion of the Borrower's property, which remain unapproved, unsecured, or unpaid within 90 (ninety) days. (h) Any government authorization required to fulfill any obligations of the Borrower 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, in the reasonable opinion of the Lender, significantly and adversely affect the Borrower's ability to fulfill all or part of its obligations under this Agreement. Section 12.2 Consequences of non-compliance Upon occurrence of a Default and if such default continues, the Lender may, at its discretion, by giving written notice to the Borrower, (1) suspend further payments until such default is resolved, (2) cancel the outstanding portion of funds and/or declare 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 13 Governing law and powers

Section 13.1 Governing Law

This Agreement shall be governed by and treated in accordance with the laws of the State of New York of the United States of America. Section 13.2 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 hereby both parties will 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 13.3 Process Maintenance The Borrower finally appoints (__________________ the name and address of the Procedural Agent), as his agent to receive on his behalf procedural services and other subpoenas related to lawsuits or legal proceedings initiated in the State of New York.-York of the United States of America 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 13.4 Waiver of immunity The Borrower waives, to the fullest extent permitted by applicable law, the immunity imposed on him or his property on the basis of sovereignty or other laws of seizure (before or after a court decision) or enforcement in respect of any claim or legal proceeding arising out of or related to The agreement.

 Article 14 Miscellaneous Section 14.1 Full Agreement. Amendments This Agreement legitimizes all 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 14.2 Waiver. 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 14.3 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 14.4 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 transfer of the relevant rights under this Agreement. Section 14.5 Communications (a) Any documents that will be transmitted or compiled under this Agreement will be delivered by hand or sent by mail or telex or fax and are considered delivered, (1) if they are transmitted by 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 other address or numbers that may be communicated from time to time by one party 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: 822-3779-6747

(2) For the Borrower:

Address: 60, Republic Ave., Astana, Republic of Kazakhstan

To: Vice Minister A. Saidenov

Telex number: Fax number: (7 317 2) 117077, 117078

(c) All notices, demands or other communications or any other documents that need to be delivered must be in English or accompanied by a certified English translation. Section 14.6 Divisibility of Terms If one or more provisions of this Agreement or any other document issued in connection with this Agreement turns out to be illegal, 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 in this Agreement..

Section 14.7 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 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 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

By whom____________ By whom______________

First Name First Name

Position Position

Appendix A

 Debt obligation

Date _______________

The main amount is USD 3,400,000.00

Export-Import Bank of Korea

Seoul, Korea

To: 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, by payment order from the Export-Import Bank of Korea (the Lender), the principal amount of four million three hundred thousand US dollars (USD 3,400,000.00) or a lesser amount that can be paid by the Lender and confirmed in the payment table in the form of contributions indicated below, and pay interest on the main balance remaining unpaid from time to time at the interest rate of ____ percent (%) per annum.

The principal amount of this Note will be paid in ten (10) installments, the first of which will be paid in the amount of __________________________________ US dollars ( )*, due and payable on __________ ( date). The remaining contributions are paid in equal semi-annual installments in the amount of ___ US dollars ( )* each one, and the due date is coming __________ and ________ (dates) of each year (each, "maturity date").

Interest on this Note will accrue from the initial payment as indicated in the payout table and will be payable to ________ and ______ each year until the first maturity date and thereafter upon each maturity date, including the first maturity date. This percentage is calculated based on the actual number of days (including the first day and excluding 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 a penalty interest at the interest rate of _____ percent (%) per annum on the unpaid the amount for the period starting from the date of proper repayment (inclusive) except for the day of full payment. Both the principal amount and interest on this Note are paid in US dollars. US$ immediately to the Creditor's account at the Wapkes Trust Somrapu, New Uogk, (Account N 04-029-695) or to another account that 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 have not been 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. The Borrower hereby grants the Lender or any other holder of the Note the right to fill out a payment date form (including the first payment date) and the principal amount of each contribution and the date and amount of each payment in the payment table of this Note and to confirm receipt of payment on behalf of the Borrower by an entry in the payment table. After full payment of the amounts payable on this Note, the Lender or any other holder of the Note immediately returns this Note to the Borrower, duly certified and completed. Failure by the holder of the Note to exercise any rights under it in no case means a waiver of them in this or any other case. This Note was issued in accordance with the Loan Agreement from ___________ 199__, 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. The Borrower definitively agrees that any claim or legal proceeding arising out of or related to this Note may be brought by the Lender or the holder of the Note in any federal or State court sitting in the State of New York, USA, without the right to evade court under any pretext, and the Borrower unconditionally submits to the non-exclusive jurisdiction of this of the court in any such action or judicial proceeding. The borrower finally appoints ____________ whose office is currently located ______________ as his agent to obtain on his behalf procedural services or other court summonses related to lawsuits or court proceedings initiated in The State of New York, USA, 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.

For and on behalf of

Ministry of Finance of the Republic of Kazakhstan __________________________________________ Name Position __________________________________________ * the amount will be filled in at the rate of 10% of the total payout amount in the payout table after the final payment.

Appendix B

Withdrawal request

Date:

Application number __________

Export-Import Bank of Korea

Seoul, Korea

To: Director of the Consumer Credit Department

Gentlemen

According to the Loan Agreement from ________________ 199__ ( 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 ask you to make a Payment in the amount of ______________________________________ USD (USD ______ ) to the account of the Supplier (or Borrower) N__________ in (__________________________). 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 Position

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 _________ 199__ ( Agreement),

concluded between the Export-Import Bank of Korea (Lender) and the Ministry of Finance of the Republic of Kazakhstan (Borrower) the undersigned ________________

(The 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 unlawful and inaccurate at any time 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 Position

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

(By the Lender):

1. Agreement;

2. Note issued by the Borrower in the form of Appendix 2;

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 to matters arising under the laws of the Republic of Kazakhstan, and I do not intend to give a legal opinion on matters falling under any Other legislation 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 obligations imposed on the Borrower 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 currently no such 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 other laws, the seizure (before and after the court's decision) or enforcement in relation to any action or proceedings arising from or related to the Agreement or Note. 8. The choice of the law. The choice of New York State laws by the parties to the Agreement to regulate the Agreement is lawful, effective, and binding. 9. Jurisdiction. The Borrower may be subject to and, in accordance with 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 in 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

Name

Position: Minister of Justice

Republic of Kazakhstan

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 _____ 199___ ( Agreement) concluded between the Ministry of Finance of the Republic of Kazakhstan (the Borrower) and the Export-Import Bank of Korea (the Lender). We were finally appointed as the Borrower's agent to receive, for and on behalf of the Borrower, official subpoenas, complaints, or any other documents related to lawsuits or legal proceedings brought in the State of New York regarding this Agreement.

We hereby unconditionally accept this appointment.

Sincerely

__________________________________

Name

Post

Information on the implementation of projects No. 1, 3 "Technical re-equipment and information support for the official activities of internal affairs bodies".

Financing is provided by the state budgets of 1998-2000 at the expense of external borrowing. In accordance with Decree of the President of the Republic of Kazakhstan No. 3834 dated January 28, 1998 "On measures to implement the Development Strategy of Kazakhstan until 2030", the Ministry of Internal Affairs of the Republic of Kazakhstan has developed a program for comprehensive technical re-equipment and information support for the official activities of the internal affairs bodies of the Republic of Kazakhstan. According to estimates by domestic and foreign experts, its implementation will require about 50 million US dollars. Taking into account the urgency of the problem, the Government of the Republic of Kazakhstan allocated USD 8.5 million for the Ministry of Internal Affairs already in 1998 through external investments. By Resolution No. 1196 dated November 25, 1998 "Issues of technical re-equipment and information support for the official activities of the internal affairs bodies of the Republic of Kazakhstan", the Government of the Republic of Kazakhstan, on its behalf, instructed the Ministry of Finance to sign appropriate loan agreements in the amount of USD 8.5 million with foreign creditors to finance the Project of the Ministry of Internal Affairs of the Republic of Kazakhstan. As part of the scope of work approved by the above-mentioned Government Decree, the Ministry of Finance of the Republic of Kazakhstan and LG IC (Korea) signed a loan agreement in the amount of $675 thousand on December 4, 1998. On July 26, 1999, Decree of the President of the Republic of Kazakhstan No. 460-1 ratified a loan agreement between the Ministry of Finance and the Export-Import Bank of the Republic of Korea in the amount of $ 3.825 million. In order to use these funds, the Ministry of Internal Affairs of the Republic of Kazakhstan in December 1998 concluded a technical contract with LG IC (Republic of Korea) for the supply of machinery and technology (1st stage of the 1st part of the Project). The remaining amount of $4 million (2nd stage of the 1st part of the Project) is planned to be disbursed in 2000 through the implementation of a loan agreement between the Ministry of Finance of the Republic of Kazakhstan and the Export-Import Bank of the Republic of Korea. For this purpose, on October 31, 1999, the Ministry of Internal Affairs of the Republic of Kazakhstan and LG IC signed a second technical contract. The necessary procedures for obtaining an external loan are currently being carried out. Section 1. Implementation of the Contract concluded in 1998 (1st stage of the 1st part, implementation - 1998-99) The list of equipment and technologies supplied to the Ministry of Internal Affairs of the Republic of Kazakhstan under the contract (1998-99) is presented in Appendix 1. Digital automatic telephone exchanges. 3 digital PBX systems have been installed in Astana: 2 Starex-ACS PBX (the Ministry of Internal Affairs of the Republic of Kazakhstan and the Department of Internal Affairs of the city) and 1 Starex-VSP PBX (Saryarkinsky District Police Department). They will be connected to each other and connected to the city's PBX lines. Based on the existing PBX systems of the garrison of Astana, a system with a single numbering will be formed, which will increase the speed of information transmission and reduce the cost of maintaining city PBX numbers. 2 digital PBX systems have been purchased in Almaty for similar purposes.: The Starx-ACC PBX, which was transferred to the city's police department, and the Starx-VSR PBX installed in the ROVD. Integrated data bank and computer systems for the Ministry of Internal Affairs of the Republic of Kazakhstan. 26 servers, 281 personal computers, 281 uninterruptible power supply devices for personal computers, 20 uninterruptible power supply devices for database servers, and 100 modems were purchased. In order to increase the capacity and expand the functionality of two Unix servers of the RSE "CPI" of the Ministry of Internal Affairs of the Republic of Kazakhstan, the necessary components were purchased. The specified computer equipment will create 15 automated workplaces in the Central Control Center, create 266 automated workplaces in the internal affairs bodies for the formation and use of an Integrated database of operational search, reference, analytical and statistical purposes, and form a server part for organizing databases of central control centers and databases of republican, regional, as well as district and city levels. Four specialized servers are used to form a departmental information network in Astana, 19 servers are used to create an information management system in the Department of Internal Affairs-ATC-UVDT, and 1 server is used in the Central Control Center. Software for an Integrated database of operational-search, reference, and analytical-statistical purposes (a single standard software product for the Ministry of Internal Affairs of the Republic of Kazakhstan, providing for the creation of automated workstations for various Department of Internal Affairs services for the formation and use of an Integrated database in the district, city, regional, and republican departments of the Ministry of Internal Affairs of the Republic of Kazakhstan). Licensed software product for the Ministry of Internal Affairs of the Republic of Kazakhstan, GUVD-ATC-UVDT, GORAILINORGANOV of the Ministry of Internal Affairs of the Republic of Kazakhstan (Windows 98 operating system for each personal computer - 281 sets, Windows-NT operating system for database servers GUVD-ATC-UVDT and TSOU - 20 sets, database management system Ogasle - 20 sets, training in specialized centers: Ogasle - 8 people; O/S Unixes - 2 people). The Operational Management Center in Astana. The design documentation and design of the office facilities of the Central Educational Institution have been developed, a projection system consisting of 4 spotlights and 4 screens, 9 remote controls for 12 workstations, a 12-channel digital recording device, 2 matrix screens, a sound reinforcement system, uninterruptible power supplies, software for an electronic map of Astana has been developed, software for a digital map of Astana, software for an electronic map of Astana, software for an electronic map of Astana, software for an electronic map of Astana, software for an electronic map of Astana, software for an electronic map of Astana, software for an electronic map of Astana, software for an electronic map of Astana, software for an electronic map of Astana, software for an electronic map of Astana, software for an electronic map of Astana, provision of automated workplaces of the Central Administrative District, a local information network has been created that integrates with the city departmental network, and ATS specialists are being trained in the workplace skills of the Central administrative District. Information networks in Astana are connected by fiber-optic cable to 8 buildings of the divisions of the internal affairs bodies in Astana (the Operational Management Center, the buildings of the Ministry of Internal Affairs, the Department of Internal Affairs of Astana Astana, DOTS, DDP, UDP Astana, Tselinnoe UVDT, Sary-Arkinsky district police department). A total of 20 kilometers of optical cable have been laid. With the help of a laid cable and the necessary network equipment, the above divisions are integrated into a single computer network with a data transfer rate of IGigabit/sec (Igbaud), which will provide personal computers installed in these divisions with access to an integrated data bank, organize remote workstations of the data center and e-mail MVD e-mail. It will also be possible to transfer graphic information (photographs, fingerprint cards, etc.). In the future, after installing additional equipment, video conferencing is possible. Section 2. Planned works and acquisitions under the Contract concluded in 1999 (2nd stage of the 1st part, implementation - 2000) The list of equipment and technologies planned to be supplied to the Ministry of Internal Affairs of the Republic of Kazakhstan under the contract (1999-2000) is presented in appendix 2. Computer systems for the Ministry of Internal Affairs of the Republic of Kazakhstan. 1 specialized server, 118 personal computers, 1 network printer, and 8 uninterruptible power supply devices for personal computers will be purchased. The specified computer equipment will create 28 automated workplaces in the Central Control Center of Almaty, 90 automated workplaces in the internal affairs bodies of the Republic (district unit) for the formation and use of an Integrated database of operational search, reference, analytical and statistical purposes, to form a server part for the organization of databases of the Central control Center in Almaty. Licensed software product for the Department of Internal Affairs-ATC-UVDT, City AUTHORITIES of the Ministry of Internal Affairs of the Republic of Kazakhstan (Windows 98 operating system for each personal computer - 118 sets, Windows-NT operating system for the database server of the Central Educational Institution of Almaty - 1 set, Ogasle database management system for the Central Educational Institution of Almaty - 1 set, training in specialized Ogasle centers - 2 people). The Operational Management Center in Almaty. It is planned to develop design documentation, design of the office premises of the Central Office, install a projection system consisting of 4 spotlights and 4 screens, remote controls for 12 workstations, sound amplification equipment, matrix screens, a video surveillance system, uninterruptible power supplies, and develop electronic card software in To create a local information network that will integrate with the city's departmental network, and to train the specialists of the Central Educational Institution in workplace skills. Information networks in Almaty. The fiber-optic cable will connect 12 buildings of the divisions of the internal affairs bodies in Almaty (the Operational Management Center, buildings: RSE "CPI" of the Ministry of Internal Affairs of the Republic of Kazakhstan, the Department of Internal Affairs of Almaty, the Department of Internal Affairs of Almaty region, the Eastern Department of Internal Affairs, the UDP of the city and the 6th Department of the Department of Internal Affairs of Almaty). It is planned to lay 50 kilometers of optical cable in total. The district police departments will be connected via "copper" to their police departments, which will ensure the operation of personal computers on the network at a speed of 2 MB/sec. With the help of a fiber-optic cable, the above-mentioned divisions will be integrated into a single computer network with a transfer rate of 1 Gigabit/sec (1 gBaud), which will provide personal computers installed in these divisions with access to an integrated data bank, organize remote workstations of the data center and e-mail MVD e-mail. It will also be possible to transfer graphic information (photographs, fingerprint cards, etc.). In the future, after installing additional equipment, video conferencing is possible. Trunk radio systems. It provides for an additional increase in capacity and technical refinement of the existing trunk system in Almaty, which will be the radio communication platform of the Central Department of Internal Affairs of Almaty. It also provides for the purchase of a new trunk system for Astana and its installation in the Central Department of Internal Affairs, which will create the necessary configuration of radio networks for the garrison of the Department of Internal Affairs of Almaty. Astana, will provide control of the radio system from the Central control Center, as well as combine trunk and conventional (VHF) radio networks into a single one. The acquisition of conventional radio stations for the Republic's Department of Internal Affairs (100-150 radio stations in each Department of Internal Affairs-ATC-UVDT) will allow the Department of Internal Affairs units to be equipped with new reliable radio stations and communications equipment ready for operation in modern radio communication systems. Special equipment (operational-investigative purpose). It is planned to provide the republic's internal affairs bodies with the minimum necessary amount of special and intelligence equipment.

(Experts: Umbetova A.M., Tsaya L.G., Sklyarova I.V.)

President

Republic of Kazakhstan

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