On the ratification of the Loan Agreement (Technology Commercialization Project) between the Republic of Kazakhstan and the International Bank for Reconstruction and Development

Home / RLA / On the ratification of the Loan Agreement (Technology Commercialization Project) between the Republic of Kazakhstan and the International Bank for Reconstruction and Development

The Law of the Republic of Kazakhstan dated November 19, 2008 No. 86-IV

To ratify the Loan Agreement (Technology Commercialization Project) between the Republic of Kazakhstan and the International Bank for Reconstruction and Development, signed in Astana on February 2, 2008.

President of the Republic of Kazakhstan N. Nazarbayev

LOAN NUMBER 48840-KZ

Loan Agreement (Technology Commercialization Project) between THE REPUBLIC OF KAZAKHSTAN and THE INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT

Date February 2, 2008

LOAN NUMBER 48840-KZ

LOAN AGREEMENT

Agreement dated February 2, 2008 between the REPUBLIC OF KAZAKHSTAN (the Borrower) and the INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (The Bank). The Borrower and the Bank hereby agree on the following:

ARTICLE I - GENERAL CONDITIONS; DEFINITIONS

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

ARTICLE II - LOAN

2.01. The Bank agrees to provide the Borrower with an amount equal to thirteen million four hundred thousand US dollars (13,400,000 US dollars) (The "Loan") for the term and conditions set forth or referenced in this Agreement in order to assist in financing the project described in Appendix 1 to this Agreement (the "Project"). 2.02. The Borrower has the right to withdraw the Loan funds in accordance with Section IV of Appendix 2 to this Agreement. 2.03. The Borrower pays the Bank a commission for opening a loan equal to a quarter of one percent (0.25%) of the Loan amount. The borrower pays a commission for opening a loan no later than 60 days after the effective date. 2.04. The Borrower pays remuneration at a rate equal to the Base LIBOR Rate for the Loan Currency plus a variable spread for each interest accrual period. Notwithstanding the above, if any portion of the withdrawn outstanding Loan balance remains unpaid on time and is not paid within thirty (30) days, the amount of remuneration payable by the Borrower must be calculated as described in Section 3.02 (d) of the General Terms and Conditions. 2.05. The Payment dates are January 15th and July 15th of each year. 2.06. The principal amount of the Loan will be repaid in accordance with the repayment schedule set out in Appendix 3 to this Agreement.

ARTICLE III - THE DRAFT

3.01. The Borrower declares his commitment to the objectives of the Project. To this end, the Borrower implements the Project through the Ministry of Education and Science in accordance with the provisions of Article V of the General Terms and Conditions. 3.02. Unless otherwise provided by the provisions of Section 3.01 of this Agreement and unless otherwise agreed between the Borrower and the Bank, the Borrower shall ensure the implementation of the Project in accordance with the provisions of Annex 2 to this Agreement.

ARTICLE IV - ENTRY INTO FORCE; TERMINATION

4.01. The final date of entry into force of this Agreement is the date following the expiration of one hundred and eighty (180) days after the date of this Agreement.

ARTICLE V - REPRESENTATIVES; ADDRESSES

5.01. The Borrower's representative is the Minister of Finance. 5.02. Borrower's address: Ministry of Finance Pobedy Avenue, 11 Astana, 010000 Republic of Kazakhstan Telex: Fax: 265126 (FILIN) (7)(3172) 717785 5.03. Bank Address: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America

The Telegraph: Telex: Fax: INTBAFRAD 248423(MCI) or 1-202-477-6391 Washington, D.C. 64145(MCI)

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

FOR THE REPUBLIC OF KAZAKHSTAN

Authorized representative

FOR THE INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT

Authorized representative

Appendix 1 Project Description

The aim of the Project is to demonstrate the significantly improved scientific effectiveness and commercial validity of scientific research conducted by teams of specialists from different disciplines who undergo transparent competitive selection.

The project consists of the following parts:

Part 1 : Strengthening the scientific foundation

Identify and promote the development of leading scientists and young talented researchers to conduct research and development in accordance with international standards through: (a) the establishment of an International Council of Science and Commercialization and an internationally peer-reviewed scientific journal; (b) grant programs for the Senior Research Staff Group (GSNS) and grant programs for a group of junior Researchers (GMNS); and (c) the establishment of the International Center for Materials Science (ICM).

Part 2 : Connecting science with markets

To provide technical assistance in developing the expertise needed to link science more closely to domestic and global markets through: (a) the establishment of a Technology Commercialization Office (OCT) to provide a range of technology commercialization services, including the development of a technology commercialization strategy and the development of targeted foreign language training programs, business planning and collaboration; (b) conducting technology audits to inform policy makers and scientists about innovative assets and to build an expert database for technology marketing; (c) analyzing legal and regulatory provisions, structures and incentives related to technology commercialization, industrial innovation, venture capital and financing, and intellectual property; and (d) conducting a market assessment for the development and administration of a number of grant programs funded by the Borrower.

Part 3 : Software management

Support in the formation of the State Unitary Enterprise for the coordination, implementation and management of the Project.

APPENDIX 2 Project Implementation

Section I. Implementation mechanisms

But. Institutional arrangements

The Borrower must implement the Project in accordance with the following institutional and other mechanisms: 1. The Borrower, through the Ministry of Education and Science, must implement the Project in accordance with the requirements, criteria, organizational mechanisms and operational procedures specified in the Project Implementation Manual and Environmental Management Plan (EMP), and must not transfer, amend, cancel or abandon any provisions of the Project Implementation Manual or EMP without prior notice. with the consent of the Bank. 2. The IUCN should provide instructions on all scientific issues related to the Project, including the selection of the GSNS and GMNS, monitoring the progress of scientific research and commercialization, the creation and operation of an internationally peer-reviewed scientific journal, and supervision of the progress of the IUCN in accordance with the requirements, criteria, organizational mechanisms and operational procedures specified in the The Project Implementation Guide and the Environmental Management Plan. 3. Throughout the entire Project implementation, the Borrower must ensure that the composition, resources, and technical specifications of the IUCN comply with the Bank's requirements. 4. No later than one (1) month after the Effective Date of the Agreement, the Borrower must hire a financial management specialist, a procurement specialist and a director in accordance with the terms of reference acceptable to the Bank. 5. No later than six (6) weeks after the Effective Date of the Agreement, the Borrower must approve the Project Implementation Guidelines. 6. The Borrower must: (a) prepare a study no later than June 15, 2010, which will analyze the legal, policy and regulatory framework for intellectual property rights, the restructuring of research and design institutions and technological commercialization in the Republic of Kazakhstan, and (b) exchange views with the Bank on the legal, policy and regulatory measures necessary to improve scientific management, commercialization of technologies, intellectual property rights and restructuring of research and design institutions in the Republic of Kazakhstan, based on the results of the study. 7. In order to ensure an adequate amount of funds to cover the Borrower's participation in the Project, the Borrower will provide the appropriate annual budget allocations to the Ministry of Education and Science.

B. Subprojects

1. Pursuant to Part 1 (b) of the Project, the Borrower will provide GSNS Grants and GMNS Grants in accordance with the qualification criteria and procedures specified in the Project Implementation Guide, which will contain the following: grant proposals must (i) be market-oriented and scientifically competitive at the international level; (ii) have research significance for the present or future scientific, economic and industrial development of Kazakhstan, including the possibility of establishing research partnerships with local or foreign companies; (iii) include mentoring plans for undergraduates and students and the formation of study groups aimed at training the next generation of scientists; (iv) have the potential and interest to conduct multi-functional research; (v) contain proposals for the coverage of universities, secondary schools and the public; and (vi) should be selected, evaluated and be implemented in accordance with the principles and procedures specified in the Project Implementation Manual, Procurement Manual and Environmental Management Plan. 2. The Borrower will provide each GSNS Grant in accordance with the GSNS Grant Agreement and each GMNS Grant in accordance with the GMNS Grant Agreement on terms approved by the Bank, which will include the following: (a) GSNS Grants and GMNS Grants must be denominated in tenge; and (b) The Borrower will receive appropriate rights to protect his interests and those of the Bank, including the right to: (i) suspend or terminate the right of the State Tax Service or the State Tax Service to use funds from the State Tax Service Grant or the State Tax Service Grant, as appropriate, or to reimburse all or any part of the amount of the State Tax Service Grant or Grant GMNS, in case of the inability of the State Tax Service or the State Tax Service to fulfill any of its obligations under the State Tax Service Grant Agreement or the State Tax Service Grant Agreement, respectively; and (ii) require all GPS and all GMNS: (A) fulfilling its obligations under the NHS Grant Agreement or under The GMNS Grant Agreement, as appropriate, with due diligence and efficiency and in accordance with objective technical, economic, financial, managerial, environmental and social standards and practices, is satisfactory to the Bank, including in accordance with the EMP provisions; (C) the immediate provision, as necessary, of the resources required for these purposes; (C) the procurement of goods, works and services to be funded under the GSNS Grant Agreement or the GMNS Grant Agreement, as appropriate, in accordance with the provisions of this Procurement Agreements and Guidelines; (D) maintaining appropriate strategies and procedures to enable monitoring and evaluation, in accordance with indicators acceptable to the Bank, of the progress of the subproject and the achievement of its objectives; (E) (1) applying a financial management system and preparing financial statements in accordance with consistently applied accounting standards acceptable to the Bank, in a manner appropriate to reflect the operational activities, resources and expenses related to the subproject; and (2) at the request of the Bank or at the request of the Borrower, audit these financial statements by independent auditors approved by the Bank in accordance with consistently applied auditing standards acceptable to the Bank, and promptly provide the audited statements to the Borrower and the Bank.; (F) enabling the Borrower and the Bank to inspect the subproject, its operational activities and any relevant data and documents; and (G) preparing and providing to the Borrower and the Bank all such information that the Borrower or the Bank reasonably requests, if relevant to the above. 3. The Borrower must exercise his rights in accordance with each GSNS Grant Agreement and in accordance with each GMNS Grant Agreement in a manner that allows him to protect the interests of the Borrower and the Bank, as well as fulfill the objectives of the Loan. Except in cases to which the Bank agrees, the Borrower will not transfer, amend, cancel or waive any GSNS Grant Agreement or any GMNS Grant Agreement or any of their provisions.

Section II . Project monitoring, reporting and evaluation

But. Project Reports

1. The Borrower monitors and evaluates the progress of the Project, and prepares Project Reports in accordance with the provisions of Section 5.08 of the General Terms and Conditions and based on indicators agreed with the Bank. Each Project Report must cover a period of one calendar quarter and must be submitted to the Bank no later than forty-five (45) days after the end of the period covered by this report. 2. Pursuant to Section 5.08 (c) of the General Terms and Conditions, the Project implementation report and the corresponding plan required by this Section must be provided to the Bank no later than six (6) months after the closing date of the project. 3. On or about June 15, 2010, the Borrower, through the Ministry of Education and Science, will conduct a mid-term review of the progress of the Project (hereinafter referred to as the Mid-Term Review) together with the World Bank. The mid-term review will cover, among other things: (a) progress towards achieving the objectives of the Project; and (b) the overall performance of the Project in accordance with the performance indicators. 4. At least four (4) weeks before the Mid-Term Review, the Borrower, through the Ministry of Education and Science, will submit to the Bank a separate report describing the implementation status of each component of the Project and a summary report on the overall implementation of the Project.

B. Financial management, financial reporting and auditing

1. The Borrower is required to maintain or ensure the maintenance of a financial management system in accordance with the provisions of Section 5.09 of the General Terms and Conditions. 2. Unless otherwise provided by the provisions of Part A of this Section, the Borrower is required to prepare and submit to the Bank, no later than forty-five (45) days after the end of each calendar quarter, interim financial reports on the Project, unverified by the auditor, for that quarter, acceptable to the Bank in form and content. 3. The Borrower is required to audit its Financial Statements in accordance with the provisions of Section 5.09 (b) of the General Terms and Conditions. Each audit of the Financial Statements should cover a period of one (1) financial year of the Borrower. The audited Financial Statements for each such period must be submitted to the Bank no later than six (6) months after the end of each such period.

Section III . Purchases

But. General provisions

1. Goods and works . All goods and works required for the Project are procured in accordance with the requirements contained or referenced in Section I of the Procurement Manual, as well as in accordance with the provisions of this Section. 2. Consulting services . All consultant services required for the Project are procured in accordance with the requirements specified or referenced in Sections I and IV of the Consultant Manual, as well as in accordance with the provisions of this Section. 3. Definitions . Capitalized terms used later in this Section to describe certain procurement methods or the Bank's review methods for certain contracts refer to the relevant method described in the Procurement Manual or the Consultant Manual, as appropriate.

V. Certain methods of purchasing goods and works

1. International competitive bidding . Unless otherwise provided in paragraph 2 below, the procurement of goods and works is carried out under contracts concluded in accordance with International Competitive bidding procedures, in accordance with the requirements established or referred to in Section II of the Procurement Manual. 2. Other methods of purchasing goods and services . The table below shows the procurement methods, except for International Competitive Bidding, that can be used in relation to goods and works. The procurement plan should contain the circumstances in which a particular method can be used.

Purchasing method

(a) National competitive bidding, in accordance with the additional provisions set out in the Appendix to this Annex 2

(b) Purchases in a retail network

With. Certain methods of purchasing consultants' services

1. Selection based on quality and cost. Unless otherwise provided in paragraph 2 below, consulting services are procured under contracts awarded based on Selection based on quality and cost. 2. Other methods of purchasing consultants ' services . The table below shows the procurement methods, except for Selection based on quality and cost, which can be used in relation to the services of consultants. The procurement plan should contain the circumstances in which these methods can be used.

Purchasing method

(a) Quality-based selection

(b) Selection based on a fixed budget

(d) Single source selection

APPENDIX 3 Repayment schedule

Repayment of the principal amount Date of payment on the main loan debt (in USD)

Every January 15th and July 15th

Starting from July 15, 2013 Until January 15, 2023, 670,000

addition

Section I . Definitions

1. "Category" is the category indicated in the table of Section IV of Annex 2 to this Agreement. 2. "Guidance on Consultants" - "Guidance: Selection and hiring of consultants by World Bank borrowers", published by the Bank in May 2004. 3. "EMP" is an environmental management plan adopted by the Borrower on November 5, 2007, acceptable to the Bank, which describes the rules, instructions and procedures for environmental impact assessment and defines measures to reduce, mitigate or compensate for adverse environmental impacts and increase the positive impact of measures supported under the Project, and as well as investments that will be made within the framework of the Project, including in accordance with Part 1 (b) of the Project; with the consent of the Bank, the EMP may be amended from time to time. 4. "General Conditions" - "General Conditions for Loans of the International Bank for Reconstruction and Development" dated July 1, 2005, as amended in Section II of this Annex. 5. ICM is an International Materials Science Center to be established by the Ministry of Education and Science in accordance with Part 1 (c) of the Project, as a world-class laboratory complex in accordance with the requirements, criteria, organizational mechanisms and operational procedures specified in the Project Implementation Guidelines. 6. "ICSC" is an International Council for Science and Commercialization, which should be established at the Ministry of Education and Science in accordance with Part 1 (a) of Annex 1 to this Agreement in accordance with the requirements, criteria, organizational mechanisms and operational procedures specified in the Project Implementation Manual, and which should include seven (7) persons, including including five (5) well-known scientists and two (2) experts on commercialization issues acceptable to the Bank. 7. A "group of Junior Researchers" or "GMNS" is a joint group of young research scientists who are beneficiaries of the GMNS Grant Agreement, selected in accordance with the criteria and procedures specified in the Project Implementation Guide, and "GMNS" may mean more than one GMNS. 8. "GMNS Grant" is a grant provided by a GMNS Borrower in accordance with Part 1 (b) of the Project in accordance with the GMNS Grant Agreement, and "GMNS Grants" means more than one such grant. 9. "GMNS Grant Agreement" is an agreement concluded between the Borrower and GMNS, referred to in Part B. 2 of Section I of Annex 2 to this Agreement, on terms approved by the Bank. 10. "Ministry of Education and Science" means the Ministry of Education and Science of the Borrower or any of its legal successors or assigns. 11. "Implementation Guide" - a project implementation guide acceptable to the Bank and to be applied by the Borrower in accordance with Part A. 5 of Section I of Annex 2 to this Agreement, which describes Project implementation procedures that do not contradict the provisions of this Agreement, local laws and regulations of the Borrower, and include, among other things: (i) procedures for managing the processes of administration, procurement, accounting, financial management, monitoring and evaluation mechanisms; (ii) standard formats of annual reports; and (iii) conditions for the selection, examination, evaluation and implementation of Grants from the State Tax Service and Grants from the State Tax Service; with the consent of the Bank, the Management may be amended from time to time. 12. SUE is the Project Management Group at the Ministry of Education and Science responsible for the implementation of the Project, which will include the following employees whose qualifications and technical assignments will be satisfactory to the Bank: (i) a financial management specialist; (ii) a procurement specialist; and all specialists will be accountable to (iii) the Director. 13. "Procurement Manual" - The Manual "Procurement under IBRD loans and MAP loans", published by the Bank in May 2004. 14. "Procurement Plan" is the Borrower's procurement plan for the Project dated December 7, 2007, which is referenced in paragraph 1.16 of the Procurement Manual and paragraph 1.24 of the Consultant Manual, at the same time, subject to updating in accordance with the provisions of these paragraphs. 15. "Senior Research Staff Group" or "GSNS" is a joint group of senior research staff who are beneficiaries of the GSNS Grant Agreement, selected in accordance with the criteria and procedures specified in the Project Implementation Manual, and "GSNS" may mean more than one GSNS. 16. "GSNS Grant" is a grant provided by a GSNS Borrower in accordance with Part 1 (b) of the Project in accordance with the GSNS Grant Agreement, and "GSNS Grants" means more than one such grant. 17. "GSNS Grant Agreement" is an agreement concluded between the Borrower and the GSNS, referred to in Part B. 2 of Section I of Annex 2 to this Agreement, on the terms approved by the Bank. 18. "Subproject(s)" means a subproject(s) selected, evaluated, and implemented in accordance with the principles and procedures specified in the Project Implementation Manual, Procurement Manual, and EMP. 19. "OCT" is the Technology Commercialization Office at the Ministry of Education and Science, responsible, among other things, for developing a technology commercialization strategy, conducting technology verification, developing and implementing grant programs funded by the Borrower, and training in accordance with the criteria and procedures specified in the Project Implementation Guide. 20. "Tenge" is the legal currency of the Borrower.

Section II . Amendments to the General Terms and Conditions

The following amendments have been made to the General Terms and Conditions: 1. Section 3.01 reads as follows: "Section 3.01 Commission for reserving loan funds. The Borrower undertakes to pay the Bank a commission for reserving the Loan amount at the rate specified in the Loan Agreement ("Commission for Reserving Loan Funds"). 2. A new paragraph (d) has been added to Section 3.02 "Remuneration", which will read as follows: "(d) Regardless of the provisions of paragraph (a) of this Section, if any amount of the Withdrawn Loan Balance is not paid on time and the payment is thirty days overdue, the Borrower will have to pay the interest rate for the overdue loan. payment instead of the interest rate specified in the Loan Agreement (or another interest rate according to Article IV as a result of Conversion) until the overdue amount is fully paid. Remuneration at the late payment rate will be accrued from the first day of each late payment interest period and will be subject to semi-annual payment of arrears on each Payment Date." 3. The appendix "Definitions" has been corrected as follows: (a) Paragraph 19 "Commitment fee" has been deleted, and subsequent paragraphs will be numbered accordingly. (b) New paragraphs 27, 28, 29 and 30 have been added to the Appendix: "27. The "Late payment interest accrual period" is calculated for each overdue amount of the withdrawn loan balance, each interest accrual period during which such overdue amount remains unpaid; however, provided that the first late payment interest accrual period begins on the 31st day after the date when the payment is overdue, and the last period Interest accruals for the overdue payment will end on the day when the overdue amount is fully paid. 28. The "Late payment interest rate" is calculated for each late payment interest period: (a) in the case of a variable spread Loan: LIBOR penalty rate plus variable spread plus half of one percent (0.5%); (b) in the case of a Fixed-spread Loan for which interest on the amount of the Withdrawn Loan Balance - which includes the late payment interest period - should have been paid at a variable interest rate immediately prior to the application of the late payment interest rate: penalty variable rate plus half of one percent (0.5%); and (c) in the case of a Fixed-spread Loan for which interest on the balance of the loan - which includes the late payment interest period - should have been paid at a fixed interest rate immediately prior to the application of the late payment interest rate: LIBOR penalty rate plus a fixed spread plus half of one percent (0.5%). 29. "LIBOR Penalty rate" means the LIBOR for the relevant interest accrual period; This means that for the initial interest accrual period for late payment, the LIBOR penalty rate will be equal to the LIBOR rate for the interest accrual period in which the amount specified in paragraph (d) of Section 3.02 was overdue for the first time. 30. "Variable penalty rate" means the variable interest rate for the relevant interest accrual period; This means that for the initial late payment interest period, the penalty variable interest rate will be equal to the variable interest rate for the interest period in which the amount specified in paragraph (d) of Section 3.02 was overdue for the first time. " (c) Paragraph 43 "Fixed spread" (as renumbered) has been amended to read as follows: "43. "Fixed Spread" means the Bank's fixed spread for the original Loan currency, effective from 12:01 p.m. Washington, D.C. time, one calendar day prior to the date of the Loan Agreement; provided that upon currency conversion of all or any part of the outstanding Loan balance, such fixed spread will be adjusted to the Due Date in in the order specified in the Conversion Guide; and provided that, notwithstanding the above, for the purpose of determining the late payment interest rate applicable to the withdrawn loan balance, on which interest is accrued at a fixed rate, "Fixed Spread" means the Bank's fixed spread effective from 12:01 p.m. Washington, D.C. time, one calendar day prior to the date the conclusion of a Loan Agreement for the currency denomination of such an amount." (d) Paragraph 56, "Date of the LIBOR rate change" (in accordance with the renumbering), has been amended as follows: "56. "LIBOR Rate Change Date" means: (a) for any Loan currency other than the Euro, the day before two business banking days in London before the first day of the relevant interest accrual period (or: (i) in the case of the initial interest accrual period for a fixed-spread Loan, the day before two business banking days in London until the fifteenth day of the month preceding the month in which the Loan Agreement is signed; provided that, if the date of signing the Loan Agreement falls on the fifteenth day of the month or after the fifteenth day of the month in which the Loan Agreement is signed, the Date of the LIBOR rate change will be two business banking days in London before the fifteenth of that month.; (ii) in the case of an initial interest accrual period for a Fixed-spread Loan, two business banking days in London before the first or fifteenth day of the month in which the Loan Agreement is signed, whichever day immediately precedes the date of signing the Loan Agreement; provided that, if the date of signing is The Loan Agreement falls on the first or fifteenth of this month, the date of the LIBOR rate change will be two business banking days in London before the date of signing the Loan Agreement.; and (iii) if the Date of Currency Conversion in the amount of the outstanding Loan balance into any approved currency other than the Euro falls on a day other than the Date of Payment, the Date of change in the initial LIBOR rate for the approved currency will be two business banking days in London before the first or fifteenth day of the month on which the Conversion Date falls, depending on which day immediately precedes the Conversion Date; provided that, if the Conversion Date falls on the first or fifteenth of this month, the Date of the LIBOR rate change for the approved currency will be the day two business banking days in London before the Conversion Date); (b) for the Euro, the day two target payment dates before the first of the relevant interest period (or(i) in the case of an initial interest accrual period for a fixed-spread Loan, the day before the two target payment dates is the fifteenth day of the month preceding the month in which the Loan Agreement is signed; provided that, if the date of signing the Loan Agreement falls on the fifteenth day of the month or after the fifteenth day of the month in which the Loan Agreement is signed, the Date of the LIBOR rate change will be the day two target payment dates before the fifteenth day of that month; (ii) in the case of the initial interest accrual period for the Fixed-term Loan spread, the day before the two target payment dates before the first or fifteenth day of the month in which the Loan Agreement is signed, depending on which day immediately precedes the date of signing the Loan Agreement; provided that if the date of signing the Loan Agreement falls on the first or fifteenth of this month, the Date of the LIBOR rate change will be the day two target payment dates before the date of signing the Loan Agreement; and (iii) if the Date of Currency Conversion in the amount of the outstanding Loan balance into Euros falls on a day other than the Payment Date, the Date of change in the initial LIBOR rate for the approved currency will be the day two target payment dates before the first or fifteenth day of the month on which the Conversion Date falls, whichever day immediately preceding the Conversion Date; provided that if the Conversion Date falls on the first or fifteenth of this month, the Date of the LIBOR rate change for the approved currency will be the day two target payment dates before the Conversion Date); and (c) regardless of sub-paragraphs (a) and (b) of this paragraph, if, with respect to Currency Conversion to an approved currency, the Bank determines that, according to market experience in determining the Date of the LIBOR Rate Change, it falls on a day other than the day specified in the specified sub-paragraphs, the Date of the LIBOR Rate Change will be another date, which is indicated further in the Conversion Guide." (e) Paragraph 66, "Repayment of the loan" (as renumbered), has been amended as follows: "66. "Loan Repayment" means any amount payable to the Bank by the Parties to the Loan Agreement pursuant to legal agreements or these General Terms and Conditions, including (but not limited to) any amount of the Loan Balance Withdrawn, interest, reservation fee, late payment rate (if any), any early payment fees, any transaction fees for currency conversion or completion of conversion, any rewards paid upon setting a fixed maximum interest rate or a fixed minimum interest rate, as well as any installment amounts payable by the Borrower." (f) Paragraph 71 "Date of payment" (in accordance with the renumbering) has been changed as follows: "71.

I hereby certify that this translation corresponds to the text of the Loan Agreement (Technology Commercialization Project) between the Republic of Kazakhstan and the International Bank for Reconstruction and Development in English, signed in Astana on February 2, 2008.

Vice Minister of Finance of the Republic of Kazakhstan Ye. Ergozhin

RCPI's note: The following is the text of the Loan Agreement (Technology Commercialization Project) between the Republic of Kazakhstan and the International Bank for Reconstruction and Development in English.

President

Republic of Kazakhstan

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