On the ratification of the Loan Agreement on the Road Industry Development Project between the Republic of Kazakhstan and the European Bank for Reconstruction and Development

Home / RLA / On the ratification of the Loan Agreement on the Road Industry Development Project between the Republic of Kazakhstan and the European Bank for Reconstruction and Development

The Law of the Republic of Kazakhstan dated January 31, 2002 No. 288.

To ratify the Loan Agreement on the Road Industry Development Project between the Republic of Kazakhstan and the European Bank for Reconstruction and Development, signed in Almaty on December 8, 2000.

President of the Republic of Kazakhstan

The final version

(Operating number 898)

Loan agreement

according to the project for the development of the road industry

between

By the Republic of Kazakhstan

and

By the European Bank

Reconstruction and Development

December 8, 2000

Loan agreement

Agreement dated December 8, 2000 between the Republic of Kazakhstan

(the "Borrower") and the European Bank for Reconstruction and Development (the "Bank").

The introductory part Whereas the Bank was established to provide financing for specific projects to facilitate the transition to an open, market-oriented economy and to promote private and entrepreneurial initiatives in Central and Eastern European countries committed to and applying the principles of multiparty democracy, pluralism and market economy; Considering that the Borrower intends to implement the Project described in Appendix 1, which is intended to assist the Borrower in the reconstruction of the international road corridor between Almaty and Bishkek, the modernization of the country's road infrastructure, and the improvement of the country's road transport management and financing.; Considering that the Borrower has asked the Bank for help in financing part of the Project; Taking into account that the Bank organizes technical cooperation funds on the basis of a grant to assist the Borrower in the implementation of the Road Industry Development Program, as defined in Section 1.01; Whereas, the Bank agrees, based on, among other things, the above, to provide the Borrower with a loan in the amount of twenty-eight million five hundred thousand US dollars (28,500,000 US dollars) on the terms and conditions set forth in this The Agreement or which are referred to in it; Whereas, the Asian Development Bank has agreed to provide the Borrower with a loan of up to sixty-five million US dollars (65,000,000 US dollars) to finance the reconstruction of various sections of the Almaty-Bishkek road. Hereby, based on the above, the parties agree on the following:

Article I. Standard Terms and Conditions, Definitions Section 1.01. Inclusion of Standard Terms and Conditions All provisions of the Standard Terms and Conditions (February 1999) are hereby incorporated into this Agreement and become applicable to it with the same force and effect as if they were fully set forth therein (such provisions are hereinafter referred to as "Model Terms and Conditions"). Section 1.02. Definitions Each time used in this Agreement (including the Introductory Part and Appendices), unless otherwise stated or the context implies otherwise, the terms defined in the Introductory Part have the meanings assigned to them accordingly.; The terms defined in the Model Terms and Conditions have the meanings assigned to them, respectively, and the following terms have the following meaning: "Asian Development Bank" means the Asian Development Bank established in accordance with The Agreement on the Establishment of the Asian Development Bank, which entered into force on August 22, 1966. "The Asian Development Bank's Environmental Management Guidelines for Selected Infrastructure-Related Projects" means: The Asian Development Bank's Environmental Management Guidelines for Selected Infrastructure-Related Projects adopted by the Asian Development Bank, with amendments made to it at one time or another. "Highway Law" Z010245_ means the Borrower's Law on Highways with amendments made to it at one time or another. means: The Borrower's Minister of Finance "Authorized Representative of the Borrower" means: the legal currency of the United States of America "Dollar" or "$" "The EBRD's Procedures mean: The Bank's Procedures for the Rational Use of Rational Use The "Environment" of the Environment, as amended at one time or another. "Executing Organization" Means the Ministry of Transport and Borrower's Communications "Initial Study" means: an environmental assessment of the state of the environment and a plan prepared by Environment" by the Borrower in the framework of technical cooperation, provided by By the Asian Development Bank and described in Chapter 10 "Feasibility Study A Single Priority Road Section Project" (April 1998). "Technical Requirements for Means: Technical Requirements for the Construction of State-Owned State-owned Highways that should be taken over by the Borrower, with amendments made to them at one time or another. "Norms and Rules of State Design mean: Norms and Rules of Highways" Designing State-owned enterprises Highways that must be accepted by the Borrower, with amendments made to them at one time or another. "Law on Road Safety" Z960029_ means the Borrower's Law on Road Safety, No. 29-I, adopted on July 15, 1996, as amended by the Borrower at one time or another. "Development Program Means a program that should be adopted by the Borrower for the Road Industry, designed to manage the optimal development of the Borrower's road network and create a regulatory and administrative framework for road transport in its territory. "Reference Page" means the presentation of the offer rates on the London Interbank Market of leading banks for deposits in the Loan Currency, designated as page 3750 in the Telereit system (or such other page, which can replace page 3750 in the Telereit system for the purpose of presenting bid rates on the London Interbank Market for deposits in The Loan Currency). The World Bank Means the International Bank for Reconstruction and Development, established on May 1, 1945 in accordance with the Articles of Agreement on the International Bank for Reconstruction and Development. Section 1.03. Interpretation In this Agreement, a reference to a specific Article, Section, or Appendix is interpreted, unless otherwise stated in this Agreement, as a reference to that specific Article, Section, or Appendix of this Agreement.

Article II. The Main terms of the Loan Section 2.01. Amount and Currency The Bank agrees to provide the Borrower, on the terms and conditions set forth in this Agreement or referred to therein, an amount of twenty-eight million five hundred thousand dollars (28,500,000 dollars). Section 2.02. Other Financial Terms of the Loan (a) The minimum sample amount is one hundred thousand US dollars (100,000 US dollars). (b) The Minimum Early Payment Amount is five million dollars (5,000,000 USD). (c) The Minimum Cancellation Amount is five million US Dollars (5,000,000 US dollars). (d) The Interest Payment Dates are May 28 and November 28 of each year. (e) The Borrower repays the principal amount of the Loan on the days and in the amounts indicated below: __________________________________________________________ ! Loan Repayment Date ! The Principal Amount Due ! !________________________!_______________________________! ! May 28, 2004 950,000 US dollars! ! November 28, 2004 950,000 US dollars! ! May 28, 2005 950,000 US dollars! ! November 28, 2005 950,000 US dollars! ! May 28, 2006 950,000 US dollars! ! November 28, 2006 950,000 US dollars! ! May 28, 2007 950,000 US dollars! ! November 28, 2007 950,000 US dollars! ! May 28, 2008 950,000 US dollars! ! November 28, 2008 950,000 US dollars! ! May 28, 2009 950,000 US dollars! ! November 28, 2009 950,000 US dollars! ! May 28, 2010 950,000 US dollars! ! November 28, 2010 950,000 US dollars! ! May 28, 2011 950,000 US dollars! ! November 28, 2011 950,000 US dollars! ! May 28, 2012 950,000 US dollars! ! May 28, 2013 950,000 US dollars! ! November 28, 2013 950,000 US dollars! ! May 28, 2014 950,000 US dollars! ! November 28, 2014 950,000 US dollars! ! May 28, 2015 950,000 US dollars! ! November 28, 2015 , 950,000 USD ! ! On May 28, 2016 , 950,000 US dollars ! ! November 28, 2016 , 950,000 USD ! ! On May 28, 2017 , 950,000 USD ! ! November 28, 2017 , 950,000 USD ! ! On May 28, 2018, 950,000 USD ! ! November 28, 2018, 950,000 USD ! !--------------------------------------------------------! ! Only 28,500,000 USD! !________________________________________________________! (f) The Final Date for the Disbursement of Funds is April 27, 2004. (g) The Commission Rate for the Loan Commitment is 0.5% per year. (h) The Loan is subject to A Variable Interest Rate. For the purposes of Section 3.04 (b) of the Model Terms and Conditions, the Relevant Market Interest Rate is the proposed annual rate for deposits in the Loan Currency, which is presented on the Reference Page as of 11.00 p.m. London Time on the Relevant Day for Determining Interest for the period closest to the duration of the relevant Period, except Which Interest is Charged (or, if two periods are equally close to the length of the corresponding Period for which Interest is calculated, the arithmetic mean of the two corresponding rates) provided that: (1) If, for any reason, the Relevant Market Interest Rate cannot be determined at such time by reference to the Reference Page, the Relevant Market Interest Rate is the rate that the Bank determines as the arithmetic mean (if necessary, rounded up to the amount closest to 1/16%) of the proposed annual rates for deposits in the Loan Currency in an amount comparable to the portion of the Loan for which during the Period, except for For a period equal to the Period for which Interest is Accrued, amounts that are not expected to be presented for payment, for a period equal to the Period for which Interest is charged, which is recommended to the Bank by three leading banks operating in the London Interbank Market, selected by the Bank.; and (2) If the Bank has determined that deposits in the Loan Currency on the London Interbank Market are not offered in such amounts or for such a period, then the Relevant Market Interest Rate The Rate is the Bank's expenses (expressed as the annual interest rate) for financing the portion of the Loan for which amounts are expected to be unpaid during the Interest Period, no matter which sources it chooses. Section 2.03. (a) A periodic sampling of the Available Amount may be carried out in accordance with the provisions of Annex 2 to finance (1) the costs that have occurred (or that, if the Bank agrees, are coming) in relation to the corresponding cost of goods, works and services required for the Project and (2) a One-Time Commission. (b) The Borrower hereby authorizes the Bank to draw funds from an Available Amount equal to a One-Time Fee and to pay itself a One-Time Fee on behalf of the Borrower. Section 2.04. The Representative Authorized to Collect Funds, the Minister of Finance of the Borrower, is the Authorized Representative of the Borrower for the purpose of performing any action required or permitted in accordance with the provisions of Section 2.03 (a) of this Agreements and in accordance with the provisions of Sections 3.01 and 3.02 of the Model Terms and Conditions.

Article III - Project Implementation Section 3.01. Other Guarantees of Action in connection with the Project In addition to the general obligations set out in Article IV of the Model Terms and Conditions, the Borrower, unless the Bank decides otherwise: (a) take all necessary measures to provide sufficient funds for the implementation of the Project and pay its share of the Project costs in due course; (b) prepare and adopt a Program for the Development of the Road Industry no later than June 30, 2002, taking into account the recommendations of the Bank before finalizing the said Program; (c) according to the Program for the Development of the Road Industry, it provides for financial mechanisms aimed at a phased transition to a system based on cost recovery by road users; (d) no later than December 31, 2002 prepares and submits to the Borrower's Parliament Highway Act; (e) no later than June 30, 2003, prepare and submit to The Borrower's Parliament amended the Law on Road Safety, taking into account the results of the study prepared from 2001 to 2003 under the technical assistance program funded by By the World Bank; (f) adopt Rules and Regulations no later than January 1, 2003 State Highway Design projects prepared by consultants whose work is funded under the technical assistance program provided by the Asian Development Bank; (g) adopt, no later than January 1, 2003, Technical Requirements for the Construction of State Highways prepared by consultants whose work is funded under the technical assistance program provided by the Asian Development Bank. Section 3.02. The Borrower, through its Implementing Organization, takes all necessary measures to coordinate, manage, monitor and evaluate all aspects of the Project, including the procurement of goods, works and services for the Project, and in particular provides the necessary funds and qualified personnel who meet the requirements in accordance with this purpose. Section 3.03. Procurement For the purposes of Section 4.03 of the Model Terms and Conditions, the following provisions, unless otherwise decided by the Bank, govern the procurement of goods, works and services required for the Project and financed from Loan funds: (a) Procurement of goods, works and services (other than those of consultants included in Section 3.03 (c) are carried out through open bidding, with the exception of the following: 1) contracts for small-scale road improvement work in accordance with Part B of the Project, The cost of which is less than the amount equivalent to 5,000,000 Euros per contract and the total amount does not exceed the amount equivalent to 8,000,000 Euros, may be purchased in accordance with the procedures of local bidding with competitive participation acceptable to the Bank. (b) For the purposes of Section 3.03 (a), open bidding procedures and rules for local competitive bidding procedures are set out in Chapter 3 of the EBRD Procurement Rules. (c) Consultants hired 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 Procurement Rules. (d) All contracts are subject to the review procedures set out in the Annex to the EBRD Procurement Rules. All contracts are subject to prior review until the Bank notifies the Borrower otherwise in writing. Section 3.04. Environmental Management Obligations Without limitation of Sections 4.02 (a), 4.04 (a) (iii) and 5.02 (c) (iii) of the Borrower's Model Terms and Conditions, unless otherwise decided by the Bank: (a) carries out the Project in accordance with the rules and norms of environmental management currently in force in the jurisdiction to which the Project territories belong, and with the norms of environmental management, existing in the European Union as of the date of this Agreement (or, if such standards do not exist in the European Union, as set out in the applicable World Bank Group Environmental Management Guidelines); (b) ensure that appropriate environmental protection and safety measures are included in the design of the facilities included in the project and thereafter construct, manage and maintain the facilities included in the project in accordance with the recommendations provided in the Initial Environmental Study prepared for the project, "Guidelines Asian Development Bank on Environmental Management for Selected Projects, Related to Infrastructure" and "The EBRD's Environmental Management Procedures". Section 3.05. Consultants (a) In order to assist in the implementation of the Project, the Borrower, unless otherwise agreed with the Bank, hires or employs and uses the services of consultants, whose qualifications, experience and competence limits are acceptable to the Bank, including consultants who assist in the implementation of the Project.; and (b) The Borrower provides, free of charge, all consultants hired to assist in matters related to the Borrower's Project or activities with all facilities and support necessary for the performance of their functions, including office space, all documents, materials and other information that may be relevant to their work. Section 3.06. The frequency of Reporting and (a) Prior to repayment or cancellation of the Loan amount in full, the Borrower submits annual reports to the Bank on environmental management issues related to the Project within 90 days after the end of the year the report is submitted. Such reports include information on the following specific issues: (1) information on compliance with the rules and regulations for the rational use of the environment currently in force in the jurisdiction to which the territories belong. Project, and environmental management standards existing in the European Union as of the date of this Agreements (or, in the case of such norms in the European They don't exist, as set out in the applicable World Bank Group environmental management Guidelines), including the status of any environmental management permits required for the Project, and the results of any inspections conducted by authorities responsible for environmental management, any violations of such rules and regulations and remedial measures related to such violations and any penalties imposed for any such violations; (2) actions performed in accordance with the recommendations given in the Initial Study of the State of the Environment Environment, prepared for the project, with the Leadership of the Asian Development Bank on Environmental Management Environment for Individual Projects Related to Infrastructure and the EBRD's Environmental Management Procedures and Procedures; (3) a summary of any significant notices, reports and other communications on environmental management issues submitted in relation to Submit the Project to any authorities responsible for such matters. (b) The Borrower periodically submits the Project reports referred to in Section 4.04 (a) (iv) of the Model Terms and Conditions, every six months for 90 days after the end of the reporting period, until the completion of the Project. Such reports include the following specific information: (1) The following general information: (A) the actual results achieved in the implementation of the Project on the day of the report and during the reporting period; (B) actual or anticipated difficulties or delays in the implementation of the Project and their impact on the timetable and specific measures taken or envisaged to overcome difficulties and avoid delays;

Article IV - Obligations related to financial activities Section 4.01. Records and Reports Reflecting Financial Activities (a) The Borrower, in relation to the departments or institutions of the Borrower responsible for the implementation of the Project or any part of it, follows procedures, maintains records and accounts that meet existing accounting requirements in accordance with internationally accepted and consistently applied accounting standards, transactions, funds and costs, related to the Project and for the ongoing monitoring and recording of the progress of the Project (including the costs of its implementation and the total benefits to be derived from it). (b) The Borrower: (1) maintains and maintains the records and accounts referred to in Section 4.01 (a) for each financial year, which are audited by independent auditors acceptable to the Bank, in accordance with internationally accepted auditing principles and standards; (2) submit to the Bank, immediately after their preparation, but in any case not later than within six months after the end of each financial year, a report on such audit by such auditors to the extent and in such detail as the Bank may reasonably request; (3) provide the Bank with such other information relevant to such records and accounts and their audit, which the Bank may reasonably request at any time.

Article V - Suspension; acceleration; cancellation Section 5.01. Suspension The following is indicated for the purposes of Section 7.01 (a) (xiv) of the Model Terms and Conditions: (a) the legislative and regulatory framework applicable to the road industry in the Borrower's territory has been amended, suspended, cancelled, cancelled, or abandoned; (b) ownership of property created or restored under the Project has been transferred to a party other than the Borrower.

Article VI. Entry into Force Section 6.01. Prerequisites for Entry into Force The following is indicated for the purposes of Section 9.02(c) of the Model Conditions and Provisions as additional conditions for the entry into force of this Agreement: (a) The Borrower's Ministry of Transport and Communications has notified the Bank in writing of the basic principles that the Borrower proposes to adopt in order to provide a sound basis for financing and developing the road industry in the future; and (b) The Bank has been provided with a confirmation, acceptable in form and content to the Bank, of budgetary allocations sufficient for the funds of the other party in 2001. Section 6.02. Legal Opinion For the purposes of Section 9.03 (a) of the Model Terms and Conditions, the Legal Counsel's opinion or opinions are submitted on behalf of the Borrower by the Minister of Justice, and the following are indicated as additional issues included in the opinion or opinions submitted to the Bank: - obligations under the Loan Agreement are accounted for in the Borrower's budget. Section 6.03. Termination due to Non-Entry into Force of the Date coming 90 days after the date of this Agreement is indicated for the purposes of Section 9.04 of the Model Terms and Conditions.

Article VII. Other Provisions Section 7.01. Notices For the purposes of Section 10.01 of the Standard Terms and Conditions, the following addresses are indicated: Borrower's Address: Ministry of Finance Ministry of Finance 33, Victory Prospect 33 Pobedy Avenue, Astana 473000 Astana 473000 Address: Minister of Finance - Attention: Minister of Finance Fax:+ 3172 117762 Fax: + 3172 117762. Bank Address: European Bank for Reconstruction European Bank for Reconstruction and Development Development One Exchange Square Exchange Square One London EC2A 2JN London EC2A 2JN United Kingdom - United Kingdom Address: Operation Administration Attention: Management Department of the Unit Operations Fax: + 44-20-7338-6100 Fax: + 44-20-7338-6100 Telex: 8812161 Telex: 8812161 Automatic Response Code: EBRD Answer Mask: EBRD L G L G In witness whereof, the parties to this Agreement acting through their duly authorized representatives, We have ensured the signing of this Agreement in four copies and its official transfer to Almaty, Kazakhstan on the date and year indicated above at the beginning. Republic of Kazakhstan Official's signature, Authorized to sign documents : _________________________ Last name : Position : European Bank for Reconstruction and Development Official's signature, Authorized to sign documents : _________________________ Last name : Position : Appendix 1 Project Description 1. The purpose of the Project is to assist the Borrower in the following: (i) improving the efficiency and safety of the main road transport link between Almaty and Bishkek through the reconstruction of the main sections of the named road; (ii) modernizing the country's road infrastructure; and (iii) improving the management and financing of the country's road transport. 2. The Project consists of the following Parts, which may be amended as the Bank and the Borrower may agree at one time or another: Part A: Engineering and construction work on the Almaty-Bishkek road (11.5-62) Part B: Small-scale road reconstruction work Part C: Provision of consulting services to assist in the selection of projects, preparation of engineering developments, in the bidding documentation and control of the contract 3. The project is expected to be completed by December 31, 2003. Appendix 2 Categories and selection of loan funds 1. For the purposes of this Appendix, the following terms have the following meanings: (a) "Expenses in Foreign Currency" means expenses in the Currency of a country other than the Borrower. (b) "Expenses in Local Currency" means expenses in the Currency of the Borrower. 2. The table attached to this Annex indicates Categories, the amount of the Loan allocated to each category, and the percentage of expenses financed in each category. Categories. 3. Regardless of the provisions of paragraph 2 above, no Sample There are no Loan funds in respect of expenses incurred and paid before the date of signing the Loan Agreement. 4. No Sampling of Loan Funds in relation to Part A and Part B expenses The Project is not implemented unless the Bank is satisfied, at its sole discretion, that the Borrower has paid his share of the costs equally. Prior to any Collection of Loan Funds, the Bank may require the Borrower, at its sole discretion, to provide convincing evidence of its payment.

Addendum to Appendix 2 ___________________________________________________________________________ Category ! Loan Amount, ! Expressed as a Percentage ! ! Distributed ! The share of the Funded ! ! in the Loan Currency ! Expenses ! _____________________________!___________________!________________________! (1) Works under Part A 22,100,000 85% of the contract value of US dollars less value added tax (2) Works under Part B 4,500,000 85% of the contract value of US dollars less value added tax (3) Consulting services 300,000 100% of the contract value under Part C of US dollars (5) Retained earnings 1,315,000 US dollars (6) One-time Commission of 285,000 US dollars --------------------------------------------------------------------------- Total 28,500,000 USD ___________________________________________________________________________ Calculation of the draft Law of the Republic of Kazakhstan "On ratification of the Loan Agreement on the Project of development of the road industry between the Republic of Kazakhstan and the European Bank for Reconstruction and Development" Loan amount 28500,000 USD. US Percentage per year Libor (6 months) + 1% (3.89375%) Grace period of 3 years Repayment period of 15 years Project implementation period of 3 years Development amount in 2002 - 3.1 million US dollars; 2003 - 10.2 million US dollars; 2004 - 15.2 million US dollars Reservation fee. 0.5% per year is one. the Commission. for the money. loan amount - 1% of the loan amount in thousands. USD --------------------------------------------------------------------------- ! 2002 ! 2003 ! 2004 ! 2005 ! 2006 ! 2007 -------------------------!-------!-------!-------!--------!--------!------- Mastering 3100 10200 15200 Outstanding amount 25,400 15,200 0 Interest 60,121,518,110,962,888 One-time fees 285 Reserve fee 127 76 0 Repayment of the principal debt 1900 1900 1900 1900 Payments total 472 197 2418 3010 2862 2788 Main debt at the end of the year 3100 13300 26600 24700 22800 20900 --------------------------------------------------------------------------- continuation of the table --------------------------------------------------------------------------- ! 2008 ! 2009 ! 2010 ! 2011 ! 2012 ! 2013 -------------------------!-------!-------!-------!-------!--------!-------- Mastering Outstanding amount Interest 814,740,666,592,518,444 One-time fees Reserve fee Repayment of the principal debt 1900 1900 1900 1900 1900 1900 Total payments 2714 2640 2566 2492 2418 2344 Main. debt at the end of the year 19000 17100 15200 13300 11400 9500 --------------------------------------------------------------------------- continuation of the table --------------------------------------------------------------------------- ! 2014 ! 2015 ! 2016 ! 2017 ! 2018 ! Total -------------------------!-------!-------!-------!-------!--------!-------- Mastering Outstanding amount Interest 370 296 222 148 74 8541 Lump sum commissions. 285 Reserve fee 203 Repayment of the principal debt 1900 1900 1900 1900 1900 28500 Payments total 2270 2196 2122 2048 1974 37529 Main debt at the end of the year 7600 5700 3800 1900 0 --------------------------------------------------------------------------- Vice-Minister (Specialists: Umbetova A.M., Puchkova O.Ya.)

President

Republic of Kazakhstan

Constitution Law Code Standard Decree Order Decision Resolution Lawyer Almaty Lawyer Legal service Legal advice Civil Criminal Administrative cases Disputes Defense Arbitration Law Company Kazakhstan Law Firm Court Cases