On the ratification of the Loan Agreement (South-West Road Corridor Project (International Transit Corridor "Western Europe - Western China") between the Republic of Kazakhstan and the European Bank for Reconstruction and Development

Home / RLA / On the ratification of the Loan Agreement (South-West Road Corridor Project (International Transit Corridor "Western Europe - Western China") between the Republic of Kazakhstan and the European Bank for Reconstruction and Development

On the ratification of the Loan Agreement (South-West Road Corridor Project (International Transit Corridor "Western Europe - Western China") between the Republic of Kazakhstan and the European Bank for Reconstruction and Development

Law of the Republic of Kazakhstan dated July 7, 2009 No. 169-IV

To ratify the Loan Agreement (South-West Road Corridor Project (International Transit Corridor "Western Europe - Western China") between the Republic of Kazakhstan and the European Bank for Reconstruction and Development, signed in Astana on March 30, 2009.

President of the Republic of Kazakhstan N. Nazarbayev

(Operation No. 39258)

LOAN AGREEMENT South-West Road Corridor Project (Western Europe-Western China International Transit Corridor)

between

By the Republic of Kazakhstan

and

By the European Bank for Reconstruction and Development

from _________ year

LOAN AGREEMENT

AGREEMENT from _________ 200 between THE REPUBLIC OF KAZAKHSTAN (the "Borrower") and THE EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT ("Bank").

THE PREAMBLE

As the Bank was established to provide financing for specific projects that promote the transition to an open, market-oriented economy, as well as the development of private and entrepreneurial initiatives in Central and Eastern European countries committed to and implementing the principles of multiparty democracy, pluralism and market economy;

Since the Borrower intends to implement the Project, as described in Appendix 1, which is intended to assist the Borrower in the reconstruction and upgrading of the 102 km long highway between the border of the Russian Federation - Martuk - Aktobe;

Since the Borrower has applied to the Bank with a request for assistance in financing part of the Reconstruction Project of the gr highway section. Russian Federation - Martuk - Aktobe;

As the Bank has agreed to provide technical cooperation funds free of charge to assist the Borrower in the implementation of Parts C and D of the Project;

As the Borrower intends to attract loans from the International Bank for Reconstruction and Development, the Asian Development Bank and the Islamic Development Bank to assist in financing the Western Europe-Western China International Transit Corridor;

Since the Borrower has agreed to provide financial and other assistance in the implementation of the Project in accordance with the provisions of this Agreement;

Whereas the Bank has agreed, based on, among other things, the foregoing, to provide the Borrower with a loan in the amount of one hundred and eighty million US dollars (180,000,000 US dollars) in accordance with the terms and conditions set forth or referred to in this Agreement.

THUS, the parties hereby agree on the following:

ARTICLE I - STANDARD TERMS AND CONDITIONS; DEFINITIONS

Section 1.01. Inclusion of Standard Terms and Conditions

All provisions of the Bank's Standard Terms and Conditions dated October 1, 2007 are hereby incorporated into and applied to this Agreement and have the same force and effect as if they were fully set forth in this document (hereinafter referred to as the "Standard Terms and Conditions").

Section 1.02. Definitions

The footnote. Section 1.02 as amended by the Law of the Republic of Kazakhstan dated 10.01.2014 No. 157-V.

The terms defined in the Preamble and used in any part of this Agreement (including the Preamble and Annexes), unless otherwise specified separately or required by the context, have the meaning given therein, respectively; the terms defined in the Standard Terms and Conditions have the meaning given there, respectively, and the terms below have the following meaning:

"Commissioner means the Borrower's Minister of Finance. representative of the Borrower"

"Law on Concessions" means the Law on Concessions No. 167-III of July 7, 2006, as amended by Law No. 66-IV of July 5, 2008, which, among other things, allows the implementation of projects on a concessional basis in the road industry and the award of contracts for such projects based on open competitive procedures., However, such a law may be amended from time to time.

"Concession model means a concession model for a project" defined by the Executive Agency and the Bank of one project, while such a concession model should be prepared within the framework of Part C of the Project and should include, among other things: a technical, financial and market overview; a risk allocation matrix; principles of payment to the concessionaire; The Bank will be satisfied with the quality standards for the performance of works and services; the cash flow model; and the environmental impact assessment, as well as the form and content of such a concession model.

"Environmental and Social Management Plan" means the environmental and social management plan for the Project from [__], prepared by Witteveen + Bos and approved by the Executive Agency, while such an environmental and social management plan may be amended from time to time with the prior written consent of the Bank.

"Environmental issue" means: (a) pollution or environmental protection; (b) harm to human health or protection of human health; (c) health and safety at work; or (d) any release or any substance capable of harming any living organism or the environment.

"Fiscal Year" means the Borrower's fiscal year beginning on January 1 and ending on December 31 of each year.

"Enforcement Agency" means the Ministry of Transport and Communications of the Borrower.

"Improvement measures means a set of measures to be implemented for the maintenance system and prepared as Part of Part D of the Maintenance Project", which should include: (i) a description of the step-by-step steps required to implement open and competitive procedures for awarding maintenance and maintenance contracts; and (ii) recommendations for the implementation of quality-based maintenance contracts; as well as the form and content of such a set of measures should satisfy the Bank.

"Service Agreement means a maintenance and maintenance agreement" content, which will be prepared as Part of Part D of the Project and which will define the terms of the customer-supplier relationship between the Executive Agency and any contractor (regardless of the form of ownership) and, in particular, It will establish the obligations of each of the parties regarding the specification, implementation, supervision and monitoring of contracts for the performance of maintenance and maintenance work.

"Social issue" means: (a) standards of working conditions and employment, as established by applicable law; (b) the impact of resettlement and land allocation on people; (c) the impact on the local population and other socially vulnerable groups; (d) the impact on cultural heritage sites, including archaeological artifacts and monuments; or (e) public consultation and public disclosure, including complaints from members of the public brought to the Borrower's attention.

"Fiscal Year" means the Borrower's fiscal year beginning on January 1 and ending on December 31 of each year.

"Enforcement Agency" means the Ministry of Transport and Communications of the Borrower.

"Stipulated means the Requirements for the implementation of projects Implementation requirements 1 to 8 and 10 (or, depending on the draft " context requirements, any of these Project implementation requirements) Project implementation requirements and related to the Bank's environmental and social policies, approved by the Bank's Board of Directors on May 12, 2008 and effective from November 12, 2008.

"Environmental Plan" means a plan of environmental and social measures for social management and measures for (Part of the Sh-T Road Project)"improvement dated December 12, 2012 or "ESM (Part of the Project of the Year, prepared by a consultant of the Bank Roads Sh-T)" on ecology, by the Kazakhstan Limited Liability Partnership "CaspiEcology", and approved by the Executive Agency, However, such a plan may be amended from time to time with the prior written consent of the Bank.

"Environmental and social means any applicable national law," a law or rule that concerns: (a) pollution or environmental protection, including related laws or regulations concerning open access to information and participation in decision-making; (b) working conditions and employment; (c) occupational health and safety; (d) public health, safety and protection; (e) indigenous people; (f) cultural heritage; or (g) resettlement or economically optimal movement of people.

"Environmental and social" means any issue that falls within the scope of "the operation of any environmental and social law, any A prescribed Project Implementation Requirement, an Environmental and Social Action Plan (Part of the Sh-T Road Project), or a Resettlement Plan (Part of the Sh-T Road Project).

"Part of the Original means reconstruction and enhancement The project of the " technical category of the 102 km long road between the border The Russian Federation and the city of Aktobe, which is part of the Western Europe–Western China International Transit Corridor and an integral part of Project C A to D, as described in Appendix 1 (Project Description).

"Resettlement Plan means a resettlement plan for a Part (Part of the Sh-T Road Project)" of the Sh-T Road Project dated December 12, 2012, prepared in accordance with Stipulated by Requirement 5 for the implementation of projects by the Bank's environmental consultant, Kazakhstan Limited Liability Partnership CaspiEcology, and approved by the Executive Agency, However, such a relocation plan may be changed from time to time with the prior written consent of the Bank.

"Project" means collectively a Part of The Original Project and Part of the Sh-T Road Project.

"The loan agreement means Loan Agreement from the reconstruction of the Sh-T road" on December 12, 2012 between the Borrower and the Bank, according to which the Bank agreed to provide the Borrower with a loan in the amount of no more than USD 142,000,000 to finance the reconstruction of the Shymkent-Tashkent road section, subject to compliance with and in accordance with the provisions of the said Agreement, However, such an Agreement may be amended from time to time.

"Part of the Sh-T Road Project" means the reconstruction of the Shymkent-Tashkent road section, which is Part of the E The Project, as described in Appendix 1 (Project Description).

Section 1.03. Interpretation

In this Agreement, a reference to the specified Article, Section or Appendix is interpreted, except in cases specified in this Agreement separately, as a reference to this specified Article or Section or Appendix to this Agreement.

ARTICLE II - BASIC LOAN TERMS

Section 2.01. Amount and currency

The Bank agrees to provide the Borrower with a loan, in accordance with the terms and conditions set forth or referred to in this Agreement, in the amount of one hundred and eighty million US dollars ($180,000,000).

Section 2.02. Other financial terms of the Loan

The footnote. Section 2.02 as amended by the Law of the Republic of Kazakhstan dated 10.01.2014 No. 157-V.

(a) The minimum withdrawal amount is two hundred thousand US dollars ($200,000). (b) The minimum early repayment amount is ten million US dollars ($10,000,000). (c) The minimum amount to be cancelled is five million US dollars ($5,000,000). (d) The interest payment dates will be February 14th and August 14th of each year. (e) (1) The Borrower shall repay the Loan in thirty equal (or as equal as possible) semi-annual installments on February 14 and August 14 of each year, with the first Repayment Date of the loan being August 14, 2013 and the last Repayment Date of the loan being February 14, 2028. (2) Notwithstanding the above, in the event that (i) the Borrower does not repay the full amount of the Loan before the first Repayment Date of the Loan specified in Section 2.02 (e) (1), and (ii) the Bank extends the Last Use Date of the Loan specified in Section 2.02 (f) below to the date that will occur after such first Repayment Date of the loan, then the sum of each sample made on or after the first Repayment Date of the loan will be distributed for repayment in equal shares over several Repayment Dates of the loan, which occur after the date of such a sample (in this case, the Bank adjusts such distributed amounts so that integers are obtained in each case). The Bank will notify the Borrower of such distributions from time to time. (f) The last date of use of the loan will be January 10, 2018, or such other date as the Bank may determine at its discretion and notify the Borrower of. (g) The commitment fee rate is 0.5% per annum. (h) The loan is based on a Floating interest rate. Notwithstanding the above, the Borrower may, as an alternative to paying interest at a Floating Interest Rate on the entire amount or any portion of the outstanding Loan amount at that time, choose to repay the loan at a Fixed interest rate on such portion of the Loan, in accordance with Section 3.04 (c) of the Standard Terms and Conditions.

Section 2.03. Selections

(a) The amount provided may be selected (disbursed) from time to time in accordance with the provisions of Annex 2 to cover the costs incurred (or, with the consent of the Bank, to be incurred) in respect of goods, works and services at a reasonable price required for the Project. (b) Notwithstanding the provisions of Section 3.05 (c) of the Standard Terms and Conditions, the Borrower prefers to pay a One-Time Commission not from the amount Provided, but from its own resources. The Borrower's One-time Fee will be paid in accordance with Section 3.05 (d) of the Standard Terms and Conditions.

ARTICLE III - PROJECT IMPLEMENTATION

Section 3.01. Other positive project obligations

The footnote. Section 3.01 as amended by the Law of the Republic of Kazakhstan dated 10.01.2014 No. 157-V.

In addition to the general obligations set out in Article IV of the standard terms and conditions, unless the Bank agrees otherwise: (a) The Borrower: (1) will take all measures necessary to secure sufficient funds for the completion of the Project; (2) will take or ensure that all measures necessary or appropriate are taken to achieve the objectives of the Project and compliance with the provisions of this Agreement; (3) will fulfill all its obligations arising from any agreement concluded in connection with the Project.; (b) The Borrower will ensure that the Enforcement Agency: (1) no later than December 1, 2009, together with the consultant involved in Part C of the Project, will develop and coordinate a Model of the Concession project, which will be further implemented in accordance with the Law on Concessions.; (2) with the assistance of a consultant engaged under Part C of the project and to the extent recommended by such consultant and economically justified, after the inclusion of such a project in the list of projects possible for concession in accordance with the procedure established by the legislation of the Borrower, will prepare all necessary tender documentation for the selected concession no later than December 31, 2014. The Bank will publish such a tender in accordance with the schedule agreed with the Bank.; (3) no later than April 1, 2010, together with a consultant engaged under Part D of the Project, will develop and agree on the form of a Service Agreement; (4) no later than January 1, 2010, with the assistance of consultants engaged under Part D of the Project, to the extent recommended by such consultant and economically justified, will develop and approve Measures to improve the maintenance and maintenance system with deadlines for the implementation of such measures to the satisfaction of the Bank; (5) no later than January 31, 2011, identify the site for the pilot project and conclude a Service Agreement, in accordance with the Borrower's legislation, with such pilot site to be agreed with the Bank; and (6) implement further concession projects in the road industry in accordance with the Law on Concessions and international best practices; (c) The Borrower will further ensure, unless otherwise agreed by the Bank, that the Executing Agency in respect of a Portion of the Sh-T Road Project: (1) no later than March 30, 2014, finalize the review of standards and standard technical specifications for construction work in the road industry in accordance with the best industrial practices; (2) no later than March 30, 2015, adopt the relevant standards and standard technical specifications for construction work in the road industry; (3) no later than March 30, 2014, will complete a detailed assessment of the capacity of the Executive Agency and develop detailed proposals for the functioning of an independent road agency (a specialized road organization created to manage the national highway network), prepare an Action Plan for the implementation of such proposals and the corresponding draft amendments to the current legislation; (4) no later than December 31, 2014, submit to the Government of the Borrower an Action Plan for the establishment of an independent road agency, including draft amendments to the legislation allowing the implementation of the proposed reforms.; (5) no later than December 31, 2013, will complete the assessment of the procurement functions of the Executive Agency and develop recommendations in accordance with best practices under Part C of the project under the Loan Agreement for the reconstruction of the Sh-T road, where such a condition is defined, and such part is set out in Paragraph 2 of Annex 1 of the Loan Agreement for reconstruction of the Sh-T road and agreed with the Executive Agency; (6) no later than June 30, 2014, apply the recommendations referred to in subparagraph (5) above and finalize the improvement of the procurement functions of the Executive Agency in accordance with applicable law; (7) no later than June 30, 2015, in the case of the establishment of a road agency, implement the relevant procurement functions of the road Agency in in accordance with the recommendations mentioned above in subparagraph (5); (8) no later than March 30, 2014, will complete a study assessing the willingness of the private sector and the ability of the public sector to tender for performance-based maintenance contracts; (9) no later than March 30, 2015, will prepare tender documents for a multi-year contract for regulatory maintenance and publish such a tender; (10) no later than March 30, 2013, submit to the Borrower's Government for consideration the relevant draft amendments to the legislation on concessions acceptable to the parties to ensure the implementation of PPP-type projects; and (11) after completion of the construction work and during the life cycle of the project until the final payment of the Loan, ensure that the section of road to be reconstructed as Part of the Sh-T Road Project and/or under the Loan Agreement for the Reconstruction of the Sh-T Road and using the funds of the loan or loan under the Agreement on The loan for the reconstruction of the Sh-T road will be classified as category 1b.

Section 3.02. Project Implementation Authority

In order to coordinate, manage, monitor and evaluate all aspects of the Project implementation, including the procurement of goods, works and services for the Project, the Borrower, through the Executive Agency, unless otherwise agreed with the Bank, will ensure the functioning of the project implementation body with adequate resources and sufficiently qualified personnel, based on technical a task acceptable to the Bank.

Section 3.03. Purchases

For the purposes of Section 4.03 of the Standard Terms and Conditions, the following provisions, unless otherwise agreed by the Bank, govern the procurement of goods, works and services required for the Project and subject to Loan financing: (a) goods, works and services (with the exception of consultant services, which are included in Section 3.03(c)) are procured through an open tender; (b) for the purposes of Section 3.03 (a), the procedures for conducting an open tender are set out in Chapter 3 of the Rules for the Procurement of Goods, Works and Services of the EBRD; (c) consultants engaged by the Borrower to assist in the implementation of the Project are selected in accordance with the procedures set out in Chapter 5 of the EBRD Rules for the Procurement of Goods, Works and Services; (d) all contracts are subject to the review procedures set out in Annex 1 to the EBRD Rules for the Procurement of Goods, Works and Services. All contracts are subject to preliminary review by the Bank.

Section 3.04. Environmental and social compliance conditions

Without prejudice to the generally applicable nature of Sections 4.02(a), 4.04(a)(iii) and 5.02(c)(iii) of the Standard Terms and Conditions, the Borrower, unless otherwise agreed by the Bank, undertakes to: (a) carry out the Project in accordance with environmental rules and regulations in force from time to time in the jurisdiction the location of the Project, and with environmental regulations existing in the European Union at the date of this Agreement (or, if such regulations do not exist in the European Union, as set out in the applicable environmental guidelines of the World Bank Group), and the International Finance Corporation's Operational Directives on Indigenous Populations, Forced Displacement and Cultural Heritage, as set out in the EBRD's Environmental Policy as of the date of this agreement; (b) with respect to the Project, the Borrower must comply with all applicable laws and regulations on recruitment, including those relating to the recruitment of children and young people, discrimination at work, and forced labor. Such applicable laws and regulations should include (i) the core conventions of the International Labour Organization on the elimination of child labour, discrimination in the workplace and forced and forced labour, and (ii) national legislation; and (c) carefully implement and comply with the Environmental and Social Management Plan.

Section 3.04 (two) - Environmental and Social Compliance Conditions for a Part of the Sh-T Road Project

The footnote. The Agreement is supplemented by Section 3.04 (two) in accordance with the Law of the Republic of Kazakhstan dated 10.01.2014 No. 157-V.

Without prejudice to the generally applicable nature of Sections 4.02(a), 4.04(a)(iii) and 5.02(c)(iii) of the Standard Terms and Conditions, unless the Bank agrees otherwise: (a) except as specified in the ESM (Part of the Sh-T Road Project) and the Relocation Plan (Part Of the Sh-T Road Project), the Borrower will execute and ensure that any contractor completes Part of the Sh-T Road Project in accordance with the Stipulated Project Implementation Requirements. (b) without prejudice to the above, the Borrower will carefully implement and comply with the ESM (Part of the Sh-T Road Project) and the Resettlement Plan (Part of the Sh-T Road Project) and monitor the implementation of such plans in accordance with the provisions related to control and contained in such plans. (c) The Borrower and the Bank may from time to time agree to amend the ESM (Part of the Sh-T Road Project) and the Relocation Plan (Part of the Sh-T Road Project) in response to changes in the current situation of the Sh-T Road Project or the Borrower, unforeseen events and monitoring results. Without prejudice to the generally applicable nature of the above, (1) if there is any adverse environmental or social impact or issue that was not foreseen or envisaged in the ESM (Part of the Sh-T Road Project) and the Resettlement Plan (Part of the Sh-T Road Project) either in full or to the extent of its severity, (2) if any mitigation measure outlined in the ESM (Part of the Sh-T Road Project) and the Resettlement Plan (Part of the Sh-T Road Project) is insufficient to eliminate or reduce any environmental or social impact to the level of, anticipated by the relevant Stipulated Project Implementation Requirements, during the time period set out in the ESM (Part of the Sh-T Road Project) and the Resettlement Plan (Part of the Sh-T Road Project), or (3) if there is any significant non-compliance with the ESM (Part of the Sh-T Road Project) and the Resettlement Plan (Part The project of the Sh-T Road) or any environmental and social law has been established by the inspection of any regulatory body or authority, The Borrower will develop and include in the ESM (Part of the Sh-T Road Project) and the Resettlement Plan (Part of the Sh-T Road Project) as soon as reasonably possible and depending on the Bank's consent such additional or revised mitigation measures as may be necessary to achieve compliance with the Prescribed Project Implementation Requirements and applicable environmental and social law, in each case to the extent satisfactory to the Bank.

Section 3.05. Consultants

The footnote. Section 3.05 as amended by the Law of the Republic of Kazakhstan dated 10.01.2014 No. 157-V.

(a) To assist in the implementation of the Project, the Borrower, unless otherwise agreed with the Bank, shall, if necessary, engage or ensure the involvement and use of consultants whose qualifications and experience, as well as terms of reference, are satisfactory to the Bank, including consultants to assist in the implementation of Part B, Part C and Part D of the Project. as well as consultants to assist in the implementation of Part E of the Project. (b) The Borrower provides, free of charge, all consultants engaged to assist in matters related to the Borrower's Project or operations with all the facilities and support necessary to perform their functions, as well as all documentation, materials and other information that may be relevant to their work.

Section 3.06. Frequency and reporting requirements

(a) Starting from the Effective Date and until the full repayment or cancellation of the Loan, the Borrower submits annual reports to the Bank on Environmental and Social Issues arising in relation to the Project within 90 days after the end of the reporting year. Such reports include information on the following specific issues: (1) information on compliance with the environmental, health, safety and social requirements specified in Section 3.04, including the status of any environmental permits required for the Project, the results of any inspections conducted by any regulatory authorities, any violations of applicable laws, regulations or regulations and related liquidation measures and any penalties imposed for any such violations; (2) information on the implementation of the Environmental and Social Management Plan, including any proposed changes to activities, deadlines or costs; (3) a summary of any significant notices, reports and other communications on Environmental or Social Issues submitted to any regulatory authorities in relation to the Project; (4) information on the state of health and safety safety measures for the Project, including the number of accidents and any health and safety initiatives that have been taken or are planned.; (5) a summary of any changes to environmental, health and safety laws that may have a significant impact on the Project; and (6) a copy of information on Environmental or Social issues periodically provided to the public. (b) Starting from the Effective Date, the Borrower shall provide periodic Project performance reports specified in Section 4.04(a)(iv) of the Standard Terms and Conditions on a quarterly basis no later than 30 days after the end of the reporting period until the Project is completed. Such reports include the following specific data: (1) The following general information: (A) the physical progress achieved in the implementation of the Project on the date of the report and during the reporting period; (B) the actual or expected difficulties or delays in the implementation of the Project and their impact on the implementation schedule, as well as the actual measures taken adopted or planned to overcome difficulties and avoid delays; (C) expected changes in the Project completion date; (D) changes in the core staff of the project authority, consultants or contractors; (E) matters that may affect the cost of the Project; and (F) any event or activity likely to affect the economic feasibility of any Part of the Project. (2) A histogram of the progress of the project based on the Project implementation schedule, indicating the progress achieved for each Part of the Project and including a schedule of actual and planned costs. (3) Financial statements detailing the costs incurred under each Part of the Project and Loan Samples, together with a report showing: (A) the initial estimated cost; (B) the revised estimated cost, if any, with the reasons for the changes; (C) the initially estimated costs and actual costs at that date; (D) the reasons for the deviation of the actual costs at this date from the initial cost estimates at this date; and (E) estimated costs for the remaining quarters of the year. (4) A brief description of the status of fulfillment of each of the conditions contained in this Agreement. (c) Immediately upon occurrence of an incident or accident related to a Project that is likely to have a significant adverse impact on the environment, health or safety, the Borrower shall notify the Bank thereof by fax or telex, indicating the nature of such incident or accident and any steps taken by the Borrower or the Implementing Agency to their liquidation. Without prejudice to the generally applicable nature of the above, an incident or accident is likely to have a significant adverse effect on the environment, health, or safety if any applicable law requires notification to any government agency of such incident or accident, such incident or accident results in death or multiple serious injuries requiring hospitalization, or such the incident or accident became known to the public through the media or otherwise.

Section 3.06 (two) – Other reporting on a Part of the Sh-T Road Project

The footnote. The Agreement is supplemented by Section 3.06 (two) in accordance with the Law of the Republic of Kazakhstan dated 10.01.2014 No. 157-V.

(a) If it has not yet been submitted to the Bank in accordance with Section 3.06 or the Loan Agreement for the Reconstruction of the Sh-T Road and before the full repayment or cancellation of the full Loan amount, the Borrower, through the Enforcement Agency, will submit annual reports to the Bank on environmental and social issues arising with respect to the Borrower or a Component of the Road Project W-T within 90 days after the end of the reporting year. Such reports will include information on the following specific issues: (1) Information on the Borrower's compliance with the Stipulated Project Implementation Requirements, as described in Section 3.04 (two)(a), and the implementation of the ESM (Part of the Sh-T Road Project) and the Resettlement Plan (Part of the Sh-T Road Project); (2) information on how the Borrower monitored compliance with the Stipulated Project Implementation Requirements and ESM (Part of the Sh-T Road Project) by any contractors engaged in the Sh-T Road Project, and a summary of any significant non-compliance by such contractors with the Stipulated Project Implementation Requirements and ESM (Part of the Sh-T Road Project) and any measures taken to correct such non-compliance.; (3) information on the implementation of the Stakeholder Engagement Plan required by the 10 Project Implementation Requirement, including a summary of any complaints received and how such complaints were resolved; (4) information on the Borrower's compliance with environmental and social laws regarding Part of the Sh-T Road Project, including the status of any permits required for Part of the Sh-T Road Project, the results of any inspections conducted by any regulatory authorities, any violations of applicable laws, regulations or regulations, and any related liquidation measures or any fines imposed for any such violations, and a summary of any significant notices, reports, and other communications on environmental and social issues regarding a Portion of the Sh-T Road Project, submitted by the Borrower to any regulatory authorities; 5) information on occupational health and safety management and the state of health and safety related to the Sh-T Road Project, including the number of accidents, accidents resulting in temporary disability, and incidents, any preventive or mitigating measures that have been taken or are planned by the Borrower, any occupational health and safety training and any other health and safety management initiatives that have been implemented or are planned by the Borrower; (6) a summary of any changes in environmental and social laws that may have a significant impact on a Part of the Sh-T Road Project; and (7) copies of any information on environmental and social issues periodically provided by the Borrower to its shareholders or the public. (b) In the event that it has not yet been submitted to the Bank in accordance with Section 3.06 or the Loan Agreement for the Reconstruction of the Sh-T Road, immediately upon the occurrence of any incident or accident related to a Part of the Sh-T Road Project that is likely to have a significant adverse environmental impact, health or safety, the Borrower will notify the Bank by fax or telex, indicating the nature of such incident or accident and any steps taken by the Borrower or the Enforcement Agency to eliminate it. Without prejudice to the generally applicable nature of the above, (1) an incident or accident relates to a Part of the Sh-T Road Project if it occurs in any area used for a Part of the Sh-T Road Project, or if it is caused by production facilities, equipment, vehicles or vessels used for or in relation to a Part of the Road Project Sh-T (regardless of whether they are used in any part of the Sh-T Road Project, and regardless of whether they are used by authorized or unauthorized persons); (2) an incident or accident is considered to have a significant negative impact on the environment, the public, occupational health or safety if: (A) any applicable law requires that any government agency be notified of such an incident or accident, (B) such an incident or accident results in the death of any person (regardless of whether such person is employed by the Borrower), (C) more than one person (regardless of whether such persons are employed The borrower) suffered serious injuries requiring hospitalization, or (D) such an incident or accident has become known or is likely to become known to the public through the media or otherwise. In the event that it has not yet been submitted to the Bank in accordance with Section 3.06 or the Loan Agreement for the reconstruction of the Sh-T Road, the Borrower will immediately notify the Bank of any significant protest by workers or members of the public directed against or concerning the Borrower or Part of the Sh-T Road Project, and which may have a significant negative impact on the Borrower or Part of the Sh-T Road Project, or which has become known or is likely to become known to the public through the media or otherwise. Within ten days of any such notification, the Borrower will submit a report satisfactory to the Bank, determining the outcome of the Borrower's investigation of such protest, and any steps taken or proposed by the Borrower to resolve the issues raised in the protest.

ARTICLE IV - FINANCIAL OBLIGATIONS

Section 4.01. Financial accounting and reporting

(a) Starting from the Fiscal Year ending after the date of the first Loan withdrawal, the Borrower will apply procedures, maintain records and accounts sufficient to reflect, in accordance with consistently applied international accounting standards, transactions, resources and costs related to the Project and for monitoring and recording the progress of the Project. (b) The Borrower undertakes to: (1) conduct an audit of the financial statements and accounts specified in Section 4.01(a) for each Financial Year by independent auditors acceptable to the Bank in accordance with international auditing principles and standards; (2) provide the Bank as soon as it is ready, but in any case no later than six months after at the end of each Financial Year, a report on such audit from such auditors in the volume and details reasonably requested by the Bank; and (3) provide the Bank with other information related to such statements and accounts and their audit, which the Bank may reasonably request from time to time.

ARTICLE V - SUSPENSION, ACCELERATION, CANCELLATION

Section 5.01. Suspension

The following is provided for the purposes of Section 7.01(a)(xvii) Standard Terms and Conditions: (a) the legal and regulatory framework applicable to the road industry in the Borrower's territory has been changed, suspended, abolished or cancelled in such a way that it has a significant and negative impact on the Borrower's activities or financial conditions and its ability to implement the Project or to fulfill any of its obligations under this Agreement; or (b) ownership of the assets reconstructed as part of the Project has been transferred to a non-Borrower party.

Section 5.02. Shortening the repayment period

The following is provided for the purposes of Section 7.06 (f) of the Standard Terms and Conditions: any event described in Section 5.01 has occurred and continues for more than thirty days after the Bank's notification to the Borrower.

ARTICLE VI - ENTRY INTO FORCE

Section 6.01. Suspensive conditions of entry into force

The following conditions are stipulated for the purposes of Section 9.02(c) of the Standard Terms and Conditions as additional conditions for the entry into force of this Agreement: (a) The Bank has been provided with certificates that satisfy the Bank in form and content, confirming the availability of sufficient budgetary allocation of co-financing funds for the first year of the Project; (b) The Bank has been provided with certificates, in form and content satisfying the Bank, the functioning of the project implementation body in accordance with Section 3.02 of this Agreement; (c) The Bank has been provided with certificates in form and content satisfactory to the Bank, demonstrating the adoption of the Law on Concessions; (d) The Bank has been provided with certificates in form and content satisfactory to the Bank, the existence of a body for working with consultants involved in Part C of the Project; (e) The Environmental and Social Management Plan, according to the form and content of the satisfying Bank has been submitted to the Bank.

Section 6.02. Legal opinions

For the purposes of section 9.03(a) of the Standard Terms and Conditions, the Legal Counsel's opinion or opinions are provided on behalf of the Borrower by the Minister of Justice, and the following are specified as additional issues to be included in the opinion or opinions provided to the Bank: The Borrower's Parliament has ratified this Agreement.

Section 6.03. Termination of the Agreement due to non-entry into force

The date 120 days after the date of this Agreement is negotiated for the purposes of Section 9.04 of the Standard Terms and Conditions.

ARTICLE VII - MISCELLANEOUS

Section 7.01. Notifications

The following addresses are provided for the purposes of Section 10.01 of the Standard Terms and Conditions:

For the Borrower:

Ministry of Finance of the Republic of Kazakhstan 11 Pobedy Avenue Astana 010000

Attention: Minister of Finance

Fax: +7 7172 717762

For the Bank:

European Bank for Reconstruction and Development One Exchange Square London EC2A 2JN United Kingdom

Attention: Operations Management Department

Fax: +44-20-7338-6100

IN WITNESS WHEREOF, the parties to this Agreement, acting through their duly authorized representatives, have signed this Agreement, drawn up in four copies in English and executed in [London, England] on the date and year indicated above at the beginning.

REPUBLIC OF KAZAKHSTAN

__________________________ Name: Position:

EUROPEAN BANK FOR RECONSTRUCTION AND DEVELOPMENT

__________________________ Name: Position:

APPENDIX 1 - PROJECT DESCRIPTION

1. The aim of the Project is to assist the Borrower in (i) the reconstruction and modernization of the 102 km long road running from the border of the Russian Federation to the city of Aktobe, which is part of the Western Europe–Western China International Transit Corridor, and (ii) the reconstruction of the 62 km long section of road between the Zhibek Zholy international border crossing point on the border with the Republic of Uzbekistan and a post on 742 km of the Shymkent–Tashkent road, which is part of the Western Europe–Western China International Transit Corridor connecting Europe with China.  The footnote. Paragraph 1 as amended by the Law of the Republic of Kazakhstan dated 10.01.2014 No. 157-V. 2. The Project consists of the following Parts to be amended, which the Bank and the Borrower may agree on from time to time:

Part A: Reconstruction and improvement of the technical category of the 102 km long highway between the border of the Russian Federation - Martuk - Aktobe city

The loan funds will be used to finance the reconstruction and upgrade of the existing 102 km long highway between the border of the Russian Federation - Martuk - Aktobe city. It is expected that the technical category will be upgraded from Category 3 to Category 2 on most of this highway, while the highway will remain two-lane, running along the existing highway, but with a slightly increased road profile, minor local changes to the highway to improve safety, and an improved shoulder. Approximately 9.5 km of the existing road adjacent to the city of Aktobe, the technical category of the road will be upgraded to Category 1 with an extension from two to four lanes.

Part B: Consulting services for the supervision of work performed under Part A

The Loan funds will be used to finance consultants who will oversee the execution of work under Part A of the Project.

Part C: Consulting services for the pilot concession project

The technical cooperation funds will be used to finance consultants to assist the Borrower in (i) preparing a Model for the Concession Project and (ii) bidding procedures to be implemented under a separate concession project to be agreed with the Bank.

Part D: Consulting services for improving the maintenance and maintenance system

In coordination with the Asian Development Bank and in amounts not funded by the latter, the Bank will provide technical cooperation funds, which will be used to finance consultants to assist the Executive Agency in improving the quality of routine repairs and maintenance of highways and the efficiency of the use of allocated funds. In particular, such assistance will include (i) the preparation of an analysis and assessment of the current condition of current repairs and maintenance of highways, including recommendations for its improvement; (ii) preparation of Measures to improve the maintenance and maintenance system; (iii) development of criteria for assessing the quality of maintenance; (iv) preparation of a form for a Service Agreement; and (v) conclusion of a Service Agreement for a pilot road section.

Part E: Construction work on the reconstruction of a section (62 km) of the road connecting the state border with Uzbekistan (at the Zhibek Zholy checkpoint) with a post on 742 km of the Shymkent–Tashkent road, as follows: - The loan funds will be used to finance the reconstruction of a part of the existing 62 km section connecting the Uzbek border at 804.2 km with a point on the 742 km road, with the technical maintenance of the existing two-lane I-b road and the existing horizontal highway. Since the existing road section is under maintenance, no road expansion is required. - Reconstruction of the road section from the interchange for approximately 799 km to the Zhibek Zholy international border crossing point for 804.2 km from the existing single-lane road of Category III standard to a two-lane road of Category I-b standard. This will require widening the road by 15 meters. At the entrance to the border crossing point, temporary 6 m wide roads will also be added on both sides to ensure local access. - Local temporary roads will be provided in three locations where housing construction is underway near road and multiple small intersections. These temporary roads will carry local traffic to the main intersections and eliminate the need for frequent side exits onto the main M39 highway. - Implementation of road safety works, which will include road improvements, road markings and road signs.  The footnote. Paragraph 2 as amended by the Law of the Republic of Kazakhstan dated 10.01.2014 No. 157-V.

3. Part of the Initial Project is expected to be completed by December 31, 2013 (subject to compliance Section 3.01(b)(2)). It is expected that part of the Sh-T Road Project will be completed by December 31, 2016.  The footnote. Paragraph 3 as amended by the Law of the Republic of Kazakhstan dated 10.01.2014 No. 157-V.

APPENDIX 2 - LOAN CATEGORIES AND SELECTION

1. The table attached to this Appendix sets out the Categories, the Loan amount allocated to each Category, and the proportion of costs to be financed in each Category. 2. Notwithstanding the provisions of paragraph 1 above, no withdrawal of loan funds will be made in respect of: (a) Costs related to the Part of the Initial Project that were incurred prior to March 30, 2009; and (b) costs related to a Portion of the Sh-T Road Project, unless and until project supervision and management consultants are appointed for a Portion of the Sh-T Road Project in accordance with the Loan Agreement for the Reconstruction of the Sh-T Road; provided that such condition is met In any case, no withdrawal of the loan funds will be made in respect of any such costs incurred prior to the date of signing the Loan Agreement for the reconstruction of the Sh-T Road.  The footnote. Paragraph 2 as amended by the Law of the Republic of Kazakhstan dated 10.01.2014 No. 157-V.

Addendum to Appendix 2

The footnote. Addendum to Appendix 2 as amended by the Law of the Republic of Kazakhstan dated 10.01.2014 No. 157-V.