On the ratification of the Loan Agreement on the Astana City Water Supply and Sewerage Project between the Government of the Republic of Kazakhstan and the Japan Bank for International Cooperation

Home / RLA / On the ratification of the Loan Agreement on the Astana City Water Supply and Sewerage Project between the Government of the Republic of Kazakhstan and the Japan Bank for International Cooperation

The Law of the Republic of Kazakhstan dated November 6, 2003 N 495

To ratify the Loan Agreement on the Astana City Water Supply and Sewerage project between the Government of the Republic of Kazakhstan and the Japan Bank for International Cooperation, signed in Tokyo on July 8, 2003.

President of the Republic of Kazakhstan

Loan Agreement N KAZ-P5

Loan Agreement on the Astana Water Supply and Sewerage Project between the Japan Bank for International Cooperation and the Government of the Republic of Kazakhstan

dated July 8, 2003

Loan Agreement N KAZ-P5 dated __ March 2003 between the JAPAN BANK FOR INTERNATIONAL COOPERATION and the GOVERNMENT OF the REPUBLIC OF KAZAKHSTAN In the light of the contents of the Exchange of Notes between the Government of Japan and the Government of the Republic of Kazakhstan dated March 29, 2002, relating to a loan provided by Japan to facilitate steps towards economic stabilization and development of the Republic of Kazakhstan, in response to a request from the Government of the Republic of Kazakhstan. The JAPAN BANK FOR INTERNATIONAL COOPERATION (hereinafter referred to as the "BANK") and the GOVERNMENT OF the REPUBLIC OF KAZAKHSTAN (hereinafter referred to as the "Borrower") hereby conclude the following Loan Agreement (hereinafter referred to as the "Loan Agreement", which includes all agreements additional to this agreement).

Article I Loan

 Section 1. Loan Amount and objectives

The BANK agrees to provide the Borrower with an amount not exceeding TWENTY-ONE BILLION THREE HUNDRED and SIXTY-ONE MILLION (21,361,000,000) Japanese yen as the principal amount for the implementation of the Astana Water Supply and Sewerage Project described in Appendix 1 to this Agreement (hereinafter referred to as the "Project"), on the terms and conditions set out in the Agreement about the Loan and in accordance with the relevant laws and regulations of Japan (hereinafter referred to as the "Loan"), provided, however, that, when the total amount of payments in accordance with the Loan Agreement reaches the above-mentioned maximum amount, the BANK will not make any further payments.

 Section 2. Use of Loan funds

(1) The Borrower shall ensure that the Loan funds are used to purchase eligible goods and services necessary for the Project from suppliers, contractors or consultants (hereinafter collectively referred to as the "Supplier(s)") from eligible source countries described in Annex 4 to this Agreement (hereinafter referred to as the "Supplier(s)").(s) "Eligible source country(s)") in accordance with the allocation of Loan funds described in Annex 2 to this Agreement. (2) The final payment under the Loan Agreement shall be made no later than the same day and month nine (9) years after the effective date of the Loan Agreement, and after that no further payments shall be made by the BANK, unless otherwise agreed between the BANK and the Borrower.

Article II Repayment and interest

 Section 1. Repayment of the principal amount of the Loan

The Borrower repays the principal amount of the Loan to the BANK in accordance with the Installment Repayment Schedule set out in Appendix 3 to this Agreement.

 Section 2. Interest and payment method

(1) The Borrower pays interest to the BANK once every six months at a rate of two point two percent (2.2%) per year on the principal amount corresponding to the categories (a), (b) and (c) listed below, from which payments are made (hereinafter referred to as "Principal (I)") and for which there are outstanding amounts: (a) the principal amount payable from the Loan funds classified as (A) (as provided for in Section 1 of Annex 2 to this Agreement); (b) service charges payable from the proceeds of the Loan in respect of the payment referred to in subparagraph (1) (a) above; (c) any principal amount redistributed from category (C) (as provided for in Section 1 of Annex 2 to this Agreement) and payable in respect of the above subparagraph (1) (a) and/or subparagraph (1) (b). (2) The Borrower pays interest to the BANK once every six months at a rate of three-quarters (0.75%) per year on the principal amount corresponding to the categories (a), (b), (c) indicated below, from which payments are made (hereinafter referred to as "Principal amount (II)") and, according to where there are outstanding amounts: (a) the principal amount to be paid from the Loan funds classified in Category (B) (as provided for in Section 1 of Annex 2 to this Agreement); (b) service charges payable from the proceeds of the Loan in respect of the payment referred to in subparagraph (2) (a) above; (c) any principal amount redistributed from Category (C) (as provided for in Section 1 of Annex 2 to this Agreement) and payable in respect of the above subparagraph (2) (a) and/or subparagraph (2) (b). (3) The Borrower shall pay to the BANK (i) before the date of completion of the Loan repayment (hereinafter referred to as the "Completion Date") on May 20 of each year the interest accumulated up to April 19, starting from October 20 of the previous year, and on November 20 of each year the interest accumulated up to October 19, starting from April 20 of the current year and (ii) after the Completion Date of Payments on April 20 of each year, interest accumulated before April 19, starting on October 20 of the previous year, and on October 20 of each year, interest accumulated before October 19, starting on April 20 of the current year. (4) Regardless of the previous subsection, in cases where the Payment Completion Date occurs no earlier than three months after May 20 or November 20, the first interest payment after the Payment Completion Date is made on May 20 or November 20, regardless of which of these dates occurs earlier.

Article III Special conditions

 Section 1. General Terms and Conditions

Other terms and conditions normally applicable to the Loan Agreement are set out in the General Terms and Conditions for Official Development Assistance (ODA) Loans, October 1999, with the following additional provisions (hereinafter referred to as the "General Terms and Conditions"): (1) The term "principal amount" in all cases of its use in the General Terms and Conditions is replaced by the terms "Principal Amount (I) and Principal Amount (II)"; (2) In cases where the Borrower makes repayment of the principal amount or payment of interest or other amounts without specifying the procedure for attributing payments to a specific debt, the BANK may decide on the procedure for such attribution of payments between the principal amount, interest or other payments of the Principal Amount (I) and the Principal Amount (II); (3) With respect to Section 3.07 of the General Terms and Conditions, the Borrower assigns all payments of principal, interest, and other Loan payments to the BANK's credit account with the Bank

Tokyo-Mitsubishi Ltd., "Tokyo-Mitsubishi Ltd." Tokyo Tokyo Japan - Japan Account No.3577055 Account No. 3577055

(4) Replace Section 9.03 of the General Terms and Conditions with the following: All notices, requests, demands and other communications to or for the parties to the Loan Agreement are submitted or submitted by registered airmail or through the services of an internationally recognized courier or by telex or fax (with immediate confirmation by registered airmail or through an internationally recognized courier, although receiving confirmation is not necessary for the actual receiving the corresponding message by telex or fax) at the following addresses, specified in the Loan Agreement or such other addresses as any party to the Loan Agreement may specify in a written notification to each of the other parties to the Agreement. (5) The Form 5 referred to in Section 10.02 (1) of the General Terms and Conditions will be replaced by Form No. 3 attached to this Agreement.

 Section 2. Procurement procedure

The rules for the procurement and hiring of consultants referred to in Section 4.01 of the General Terms and Conditions are those specified in the Procurement Procedure attached to this Agreement in the form of Annex 4.

 Section 3. Payment procedure

The payment procedure described in Section 5.01 of the General Terms and Conditions is as follows: (1) The procedure related to obligations presented in the form of Annex 5 to this Agreement is applied in cases of payments to the Supplier(s) from an acceptable source country(s) other than the Republic of Kazakhstan in respect of the part of the contract expressed in a currency other than the currency of the Republic of Kazakhstan. (2) The reimbursement procedure set out in Annex 6 to this Agreement applies in cases of payments made to a Supplier(s) from the Republic of Kazakhstan and to a Supplier(s) from an acceptable source country(s) other than Of the Republic of Kazakhstan, with respect to the part of the contract denominated in the currency of the Republic of Kazakhstan.

 Section 4. Loan Management

(1) The Borrower authorizes the Government of Astana (Akimat) (hereinafter referred to as the "Executing Organization") to implement the Project in accordance with the Loan Agreement. (2) The Borrower ensures that the Executing Organization hires consultants to carry out the Project. (3) If the funds provided from the Loan are insufficient to carry out the Project, the Borrower shall immediately take measures to provide the required funds. (4) For the implementation of the Project, the Borrower may provide a loan from the funds of the Loan to the Executing Organization (hereinafter referred to as the "Sub-Loan"). The terms and conditions of the Sub-Loan are no less favorable than the terms and conditions of the Loan Agreement. (5) The Borrower ensures that the Executing Organization submits quarterly reports on the progress of the Project to the BANK (in January, April, July and October of each year) prior to the completion of the Project in such form and in such details as the BANK can reasonably request. (6) The Borrower shall promptly, but in any case not later than within six (6) months after the completion of the Project, ensure that the Executing Organization submits to the BANK a report on the completion of the project in such form and in such details as the BANK may reasonably request.

 Section 5. Notifications and requests

For the purposes of Section 9.03 of the General Terms and Conditions, the following addresses are indicated:

BANK'S address: Mailing address:

JAPAN BANK FOR INTERNATIONAL - JAPAN BANK FOR INTERNATIONAL COOPERATION 4-1, Ohtemachi 1-chome 4-1, Ohtemachi 1-chome Chiyoda-ku Chiyoda-ku Tokyo 100-8144 Tokyo 100-8144 Japan Japan

Attention: Attention:

Director General of the General Director of Development Assistance Department IV Development Assistance Department IV

Telex: Telex: (1) Call No. : J28360 (1) Called : J28360 Answer Back Number: JBIC J28360 Code : JBIC J28360 Code Answering Machine (2) Call No. : J28430 (2) Called : J28430 Answer Back Number: JBIC J28430 Code : JBIC J28430 Code Answering machine

FAX: +81-3-5218-3973 Fax number: +81-3-5218-3973

 Borrower's address: Mailing address:

MINISTRY OF FINANCE OF THE MINISTRY OF Finance OF THE REPUBLIC OF KAZAKHSTAN 33 Pobeda Ave. Astana 473000 Astana, 473000 33 Pobedy Avenue The Republic of Kazakhstan Republic of Kazakhstan

Attention: Attention:

Minister of the Minister

Fax: Fax number: +7-3172-117762 +7-3172-117762

 The address of the Executing Organization: Mailing address:

ASTANA CITY GOVERNMENT OF ASTANA (AKIMAT) GOVERNMENT(AKIMAT) Omarova str., 60 Omarova St., 60 Astana 473000 Astana 473000 The Republic of Kazakhstan Republic of Kazakhstan

Attention: Mayor (Akim) Attention: Mayor (Akim)

Fax: Fax number: +7-3172-321223 +7-3172-321223

In the event of a change in the above-mentioned addresses and/or names, the party that has made such changes shall immediately notify the other party in writing of the new addresses and/or names.

IN WITNESS WHEREOF, the BANK and the Borrower, acting through their duly authorized representatives, have ensured the proper drafting of this Agreement on their behalf and its official transfer to the building of the JAPAN BANK FOR INTERNATIONAL COOPERATION at Chiyoda-ku, Tokyo, Japan, on the date and year indicated above at the beginning.

 For For JAPAN BANK FOR INTERNATIONAL GOVERNMENT OF THE REPUBLIC OF KAZAKHSTAN COOPERATION

_____________________________ ___________________________ Kyusuke Shinozawa Tleukhan Kabdrakhmanov Governor Extraordinary and Plenipotentiary Ambassador of the Republic of Kazakhstan to Japan

Appendix 1 Project description

 Section 1. Project Description

 (1) Objective (i) to provide Astana residents with stable access to water supply and sanitation services by restoring and replacing existing outdated systems and expanding them (ii) to promote the efficient use of limited water resources by reducing water leakage and stimulating cost-effective planning, management and development of water supply and sanitation policies.

 (2) Location Astana City Area

 (3) The executing organization Astana City Government (Akimat) The following two institutions will be involved in the implementation of the project in cooperation with the Government of Astana (Akimat). (i) The Capital Development Corporation (CRC) is a closed joint-stock company founded in 1999 to attract external funds for the expansion of Astana, 100% of which is owned by the Government of Kazakhstan; and (ii) Astana Su Arnasy (ASA), one of the substructures of the Government of Astana, responsible for the day-to-day operation of water supply and the sewers in the city.

 (4) Scope of work (a) Construction work on the water supply system, including the purchase of consumer meters (b) Construction work on the wastewater system (c) Consulting services The loan funds are provided in accordance with points (a), (b) and (c). Any balance under the above and any other points is financed by the Borrower.

 Section 2. The estimated annual funding requirement is indicated below:

 Financial year for the Project Loan (January-December) (in millions of Japanese yen) Ian) 2003 35 46 2004 2,052 2,736 2005 6,867 9,155 2006 6,051 8,068 2007 5,755 7,673 2008 601 803 ___________________________________________________________________ Total 21,361 28,481

Disbursements of the Loan funds are made within the limits of the annual budget appropriations of the Government of Japan for the BANK.

 Section 3. The project is expected to be completed by February 2008, followed by a period of responsibility to eliminate defects.

Appendix 2 Allocation of loan funds

 Section 1. Distribution

Category  Distribution of the financed loan amount expenses in % (in millions of Japanese yen)

Part in foreign currency for the following items (A) Construction works 17,004 89 (B) Consulting services 1,698,100 (C) Unforeseen expenses 2,659 - ___________________________________________________________________ Total: 21,361

Note: Items not eligible for financing are listed below. (a) General administrative expenses (b) Taxes and duties (c) Acquisition of land and other real estate (d) Compensation (e) Other indirect expenses Regarding payments for each category, the amount to be paid is calculated from the amount of eligible expenses multiplied by the percentage of the corresponding category specified in this section, unless otherwise agreed between the BANK and the Borrower.

 Section 2. Reallocation of funds in case of changes in cost estimates

(1) If there has been a decrease in the cost estimates for items included in any of Categories (A) and/or (B), the amount in this case intended for that category, but which is no longer necessary for it, will be redistributed by the BANK and assigned to Category (C). (2) If there has been an increase in the cost estimates for items included in any of categories (A) and/or (B), an amount equal to a portion, if any, of such increase, financed from the Loan funds, will be assigned by the BANK at the request of the Borrower to such Category from the Category ((C) Subject, however, to the requirements relating to unforeseen expenses determined by the BANK in respect of expenses for items in other Categories.

Appendix 3 Schedule of repayment of debt in installments

1. Repayment of the Principal amount (I)

The amount Due date (in Japanese yen)

October 20, 2012 479,600,000 on April 20 and October 20 of each year, starting from April 20, 2013 479,585,000 to October 20, 2032 inclusive

2. Repayment of the Principal amount (II)

The amount Due date (in Japanese yen)

October 20, 2012 27,840,000 on April 20 and October 20 of each year, starting from April 20, 2013 27,836,000 to October 20, 2042 inclusive

Appendix 4 Procurement procedure

 Section 1. Rules applicable to loan purchases

(1) Purchases of all goods and services, with the exception of consulting services financed from Loan funds, are made in accordance with the Loan Procurement Rules of the United Nations (Official Development Assistance (ODA)) Of the Japan Bank for International Cooperation (October 1999) (hereinafter referred to as the "Procurement Rules"). (2) The hiring of consultants financed from the Loan funds is carried out in accordance with the Rules for Hiring Consultants for ODA Loans of the Japan Bank for International Cooperation (October 1999) (hereinafter referred to as the "Rules for Hiring Consultants").

 Section 2. Acceptable source countries

(1) The source country(s) acceptable for the procurement of all goods and services, except for consulting services financed from Loan funds, are all countries and regions of the world. (2) The source country(s) eligible for Loan-funded consulting services are the Republic of Kazakhstan and Japan. (3) When consulting firms are hired, such firms must meet all of the following requirements: (a) most of the subscribed shares are owned by citizens of Eligible Source countries; (b) the majority of full-time directors are citizens of Eligible Source Countries; (c) such firms have legal entity status and are registered in Eligible Source Countries. (4) Consulting services provided in part by consulting firms that do not meet the requirements set out in paragraph (3) above may be eligible for financing if the total number of man-months provided by such firms is at least fifty percent (50%) of the man-months required for consulting services. However, such consulting firms may not be hired by the Borrower, but may be subcontracted to consulting firms that meet all three conditions described in paragraph (3) above.

Section 3. Review by the BANK of decisions on purchases of goods and services, with the exception of consulting services

(1) In the case of Loan-financed contracts classified as Category (A), as set out in Appendix 2 to this Agreement, the following procedures, in accordance with Section 4.02 of the General Terms and Conditions, are subject to review and approval by the BANK. (a) With respect to any contract estimated to be worth at least FIVE HUNDRED MILLION (500,000,000) Japanese yen: (i) If the Borrower wishes to accept procurement procedures other than International Competitive Bidding, the Borrower submits a Request to the BANK to review the procurement method(s). The BANK informs the Borrower of its consent in the Notification regarding the Procurement Method(s). (ii) After the selection of firms from among those who have received a preliminary assessment has been made, the Borrower submits to the BANK for its consideration and approval a list of such firms and a report on the selection process justifying the choice made and attaching all necessary documents together with a Request for review of the results of the preliminary assessment. The Borrower submits to the BANK for its information such other documents related to the preliminary assessment that the BANK reasonably requests. If the BANK has no objections to the above-mentioned documents, the BANK will inform the Borrower accordingly by notifying the Borrower of the Results of the Preliminary Assessment. (iii) The Borrower applies the Samples of the Preliminary Assessment Documents in accordance with the Loans of the ODA (Official Development Assistance) The Japan Bank for International Cooperation (November 1999) (hereinafter referred to as the "Pre-Assessment Form") for pre-assessment documents. The form of the preliminary assessment, if necessary, can be adapted to the nature of the contract offer, provided that the Borrower provides the BANK with an explanation of the difference from the Form of the preliminary assessment for the prior written consent of the BANK. (iv) If the two-envelope bidding procedure is adopted, the Borrower, prior to the announcement of the price proposals, submits to the BANK for its consideration and approval an analysis of the technical proposals together with a Request for consideration of the analysis of the technical proposals. The Borrower submits to the BANK, for its information, such documents relevant to the issues under consideration that the BANK reasonably requests. If the BANK has no objections, it will inform the Borrower accordingly by Notification related to the Analysis of technical proposals. (v) Before sending the notification of the award of the contract to the winning bidder, the Borrower submits to the BANK for its consideration and approval an analysis of the bids and a proposal for the award of the contract, together with a Request for consideration of the analysis of bids and Proposals for the Award of the contract (When performing the actions described above in subparagraph (iii), the phrase "Bid Analysis" hereafter means "Bid Analysis"). The Borrower submits to the BANK for its information such other documents related to the issue of the order, such as, for example, tender documents that the BANK reasonably requests. If the BANK has no objections to the above-mentioned documents, the BANK shall inform the Borrower accordingly by Notification related to the Analysis of Bids and the Contract Award Proposal. (vi) In the cases referred to in Section 5.10 of the Procurement Rules, and when the Borrower wishes to reject all bids or negotiate with the lowest-rated bidder (or, in the absence of an acceptable outcome of such negotiations, with the next lowest-rated bidder) in order to conclude an acceptable contract, The borrower notifies the BANK of his reasons, and, requests prior review and approval. If the BANK has no objections, it notifies the Borrower of its consent. In case of repeated bidding, all subsequent procedures essentially comply with sub-paragraphs (i) to (v) inclusive. (vii) Immediately after the contract is drawn up, the Borrower submits to the BANK for its review and approval, a duly certified copy of the contract together with a Request for Review of the contract (in accordance with Form No. 1 attached to this Agreement). If the BANK determines that the contract does not conflict with the Loan Agreement, the BANK will inform the Borrower accordingly by notifying them of the Contract. (viii) Any modification or cancellation of the contract considered by the BANK requires the prior written consent of the BANK, provided, however, that for changes to the contract that are not material and do not affect the price of the contract, such consent of the BANK is not required. (b) With respect to any contract estimated to be worth at least ONE BILLION (1,000,000,000) Japanese yen: In addition to all the procedures described above in sub-paragraphs (a) (i) to (vii i) inclusive, the following actions are performed. Prior to the announcement and/or notification of the preliminary assessment, the Borrower submits the preliminary assessment criteria to the BANK for its consideration and approval, along with a Request for consideration of such criteria. The BANK reserves the right to require the Borrower to submit documents related to the preliminary assessment for the information of the BANK. If the BANK has no objections to the above criteria, the BANK will inform the Borrower accordingly by notifying them of the Preliminary Assessment Criteria. Any subsequent change by the Borrower of the above criteria requires the prior written consent of the BANK. If the Bank deems it necessary, the Bank's review and approval of the preliminary assessment documents is required. (c) In respect of any contract estimated to be worth at least THREE BILLION (3,000,000,000) Japanese yen: In addition to all the procedures described above in sub-paragraphs (a) (i) to (vii i) inclusive and (b), the following actions are performed. Before being invited to bid, the Borrower submits to the BANK for its consideration and approval the criteria for evaluating bids, along with a Request for consideration of such criteria. The BANK reserves the right to require the Borrower to provide documents related to the tender for the information of the BANK. If the Bank has no objections to the above criteria, the BANK will inform the Borrower accordingly by notifying them of the Criteria for Evaluating Bids. Any subsequent change by the Borrower of the above criteria requires the prior written consent of the BANK. In cases where the Bank considers it necessary, the Bank's review and approval of the tender documents is required. (d) With respect to any contract estimated to be worth less than FIVE HUNDRED MILLION (500,000,000) Japanese yen: (i) The Borrower, immediately after drawing up the contract, submits to the BANK for its review and approval a duly certified copy of the contract, together with a Request for Review of the contract (in accordance with Form No. 1 attached to this Agreement). If the BANK determines that the contract does not conflict with the Loan Agreement, it will inform the Borrower accordingly by notifying them of the Contract. The Borrower submits to the BANK for its information such other documents related to the contract that the BANK reasonably requests. (ii) any modification or cancellation of a contract reviewed by the BANK requires the prior written consent of the BANK, provided, however, that such consent is not required for changes to the contract that are not material and do not affect the price of the contract.

Section 4. Review by the BANK of decisions related to the hiring of consultants

(1) With regard to Section 4.02 of the General Terms and Conditions, the following procedures are subject to review and approval by the BANK. (a) Before inviting consultants to submit proposals, the Borrower submits to the BANK for its review and approval information on the Scope of Competence, a Short List of consultants and an Invitation Letter together with a Request for review of such documents. If the BANK has no objections to the above-mentioned documents, it will inform the Borrower accordingly by notifying them of the Scope of its Competence, a Short List of Consultants and an Invitation Letter. Any subsequent modification by the Borrower of the above-mentioned documents requires the prior consent of the BANK. (b) Before inviting the highly rated consultant to begin contract negotiations, the Borrower submits to the BANK for its review and approval the results of its evaluation of the proposals received, together with a Request for review of the consultants' evaluation report. If the BANK has no objections to the above-mentioned documents, it will inform the Borrower accordingly by notifying them of the Evaluation Report on the consultants' proposals. (c) If, as provided for in Section 3.01 (2) of the Rules for the Recruitment of Consultants, the Borrower wishes to hire a specific person as a consultant, he/she shall inform the BANK in writing of his/her reasons for consideration and approval, together with an Invitation Letter and information on the Scope of Competence. After receiving the BANK's consent, the Borrower can send an Invitation Letter and information about the Scope of Competence to the consultant in question. If the Borrower considers the consultant's offer acceptable, he can negotiate the terms of the contract (including financial terms). (d) Immediately after the contract is drawn up, the Borrower submits to the BANK for its review and approval a duly certified copy of the contract together with a Request for Review of the contract (in accordance with Form No. 2 attached to this Agreement). If the BANK determines that the contract does not contradict the Loan Agreement, it will inform the Borrower accordingly by notifying the Contract. (e) Any modification or cancellation of the contract considered by the BANK requires the prior written consent of the BANK, provided, however, that for changes to the contract that are not material and do not affect the price of the contract, such consent of the BANK is not required. (2) Each contract is accompanied by the following statement regarding the eligibility of consulting firms, signed by the consulting firms and indicating the date: "I, the undersigned, hereby certify that (the name of the consulting firm) has the status of a legal entity and is registered in (the name of the Acceptable source country(s)) and it is an acceptable consulting firm, and ____ percent (_%) of the shares issued by subscription belong to citizens (name(s)Acceptable source country(s)) and ____ percent (_%) of directors, employed all working week, are citizens (name(s))Acceptable source country(s))." "I, the undersigned, also certify that the total number of man-months employed by consulting firms that do not meet the requirements set out in Section 2. (4) of Annex 4 to according to this Loan Agreement, they amount to __ percent (_%) of the number of man-months required for consulting services."

 Section 5. Language

The Borrower compiles all correspondence to the BANK in English. All documents, including those related to the bidding process, are written in English.

Form N 1

Date: Reference number:

JAPAN BANK FOR INTERNATIONAL COOPERATION Tokyo, Japan

Attention: The General Director, Division IV Development Assistance

Dear sir:

REQUEST FOR REVIEW OF THE CONTRACT

In accordance with the relevant provisions of the N KAZ-P5 Loan Agreement of 2002, we hereby submit for your consideration a certified copy of the Contract, which is attached to this. The details of the Contract are given below:

1. Contract number and date : __________________ 2. Name (surname) and : __________________ supplier's nationality 3. Name (surname) of the buyer : __________________ 4. Contract price : __________________ 5. The amount of financing used for : __________________ ( component of _% of eligible expenses)

We would appreciate it if you would inform us of your agreement regarding the Contract by sending us a Notice regarding the Contract.

With respect,

For: _______________________ ( name of the Borrower) ___________________________ ( official's signature authorized to sign documents)

Form N 2

Date: Reference number:

JAPAN BANK FOR INTERNATIONAL COOPERATION Tokyo, Japan

Attention: The General Director, Division IV Development Assistance

Dear sir:

REQUEST FOR REVIEW OF THE CONTRACT (for consulting services)

1. Contract number and date : __________________ 2. Name (surname) and nationality of the consultant : __________________ 3. (1) Percentage of shares issued by subscription owned by citizens Acceptable source countries : __________________

(2) Percentage of full-time directors who are citizens Acceptable source countries : ___________________ 4. Name (surname) of the buyer : ___________________ 5. Contract price : ___________________ 6. The amount of financing used for : ___________________ ( component of _% of eligible expenses)

We would appreciate it if you would inform us of your agreement regarding the Contract by sending us a Notice regarding the Contract.

With respect,

For: _______________________ ( name of the Borrower) ___________________________ ( official's signature authorized to sign documents)

Appendix 5 Commitment-related procedure

The ODA Loan Commitment Procedure (October 1999) (hereinafter referred to as the "Commitment Procedure") applies mutatis mutandis in the case of repayment of Loan funds for the purchase of Goods and services from a Supplier(s) from an Eligible Country(s)-of a source(s) other than the Republic of Kazakhstan, with respect to the part of the contract denominated in a currency other than the currency of the Republic of Kazakhstan, with the following additional reservations: 1. With respect to Section 1.(3) of the Commitment Procedure, the Japanese Bank and the Issuing Bank is Bank Tokyo Mitsubishi Ltd., Tokyo. 2. (a) The Borrower shall pay to the BANK an amount in Japanese yen equal to zero to one tenth of one percent (0.1%) of the amount of the Letter of Guarantee as payment for the service in connection with such letter on the day of issue of the corresponding Letter of Guarantee. The Bank issues a Letter of Guarantee to the Japanese Bank upon receipt of the service fee from the Borrower. (b) An amount equal to the amount of such service fee shall be financed from the Loan, and the BANK shall immediately pay such amount to itself in the form of a service fee on the date of issue of the Letter of Guarantee. Such payment from the Loan funds is a valid and binding obligation of the Borrower in accordance with the terms and conditions of the Loan Agreement.

Appendix 6 Payment procedure

ODA Loan Payment Procedure (October 1999) (hereinafter referred to as the "Payment Procedure") applies mutatis mutandis in the case of repayment of Loan funds in respect of payments made to a Supplier(s) of the Republic of Kazakhstan and a Supplier(s) from an Acceptable Source Country(s) other than the Republic of Kazakhstan in respect of the part of the contract expressed in the currency of the Republic of Kazakhstan, with the following additional reservations: 1. The authorized bank that performs currency exchange operations in Tokyo every time it is mentioned in this Application, including the Payment Procedure, is Bank of Tokyo-Mitsubishi Ltd., Tokyo. 2. The authorized bank performing currency exchange operations in the Borrower's territory, mentioned in the Payment Procedure, is a bank appointed by the Ministry of Finance of the Republic of Kazakhstan. 3. Documents confirming each payment and its use, as described in paragraph 2. (b) The payment procedures are as follows: (a) for payments to suppliers (i) a supplier's invoice indicating the goods already delivered or being delivered, their quantity and price; (ii) a document confirming the delivery of the goods indicated on the invoice; and (iii) a document confirming the date and amount payment made to the supplier. (b) for payments to contractors or consultants (i) an invoice from the contractor or consultant indicating the work performed by the contractor or consultant; (ii) a certificate of the work performed by the contractor or consultant, signed by the Executing Organization; and (iii) a document confirming the date and amount of the payment made to the contractor or consultant. 4. (a) The Borrower shall pay to the BANK an amount in Japanese yen equal to zero to one tenth of one percent (0.1%) of the payment amount for the Borrower as a service fee in connection with such payment on the day of such payment. The BANK's payments according to this procedure are made upon receipt of payment for the service from the Borrower. (b) An amount equal to the amount of such service fee is financed from the Loan, and the BANK immediately pays such amount to itself in the form of a service fee on the day of payment for the Borrower. Such payment from the Loan funds is a valid and binding obligation of the Borrower in accordance with the terms and conditions of the Loan Agreement. 5. The amount of the Payment Request is expressed in Japanese yen.

Form N 3

Date: Reference number:

JAPAN BANK FOR INTERNATIONAL COOPERATION Tokyo, Japan

To the attention of: The Manager

Dear sir,

LEGAL OPINION ON THE LOAN AGREEMENT

In respect of a Loan provided by the JAPAN BANK FOR INTERNATIONAL COOPERATION (hereinafter referred to as the "BANK") TO the GOVERNMENT OF THE REPUBLIC OF KAZAKHSTAN (hereinafter referred to as the "Borrower") in the total Loan amount not exceeding TWENTY-ONE BILLION THREE HUNDRED and SIXTY-ONE MILLION (21,361,000,000) Japanese yen as the principal amount in accordance with the terms and conditions of the Loan Agreement N KAZ-P5 of 2002 between the Borrower and the BANK and other Agreements additional to to it (hereinafter referred to as the "Loan Agreement"), I, the undersigned, Acting as the Borrower's legal adviser, I assure the following: I have reviewed and studied, among other things, the following documents: (a) The exchange of Notes between the Government of the Republic of Kazakhstan and the Government of Japan dated March 29, 2002, which entered into force upon receipt by the Government of Japan of a written notification from the Government of the Republic of Kazakhstan dated ________ of the year on the implementation of the necessary domestic procedures and ratified by the Parliament of the Republic Kazakhstan; (b) Loan Agreement; (c) Confirmation of credentials and Signature Samples from __ __________ __ years issued _____________________; ( (d) Other documents; (e) all laws and regulations the provisions in the Borrower's country related to the rights and powers of the Borrower to draft, sign and formally transfer the Loan Agreement.

Based on the above, I hereby certify the following that: 1. The Loan Agreement has been drawn up, signed and officially transferred (name and position of the authorized person), who has the right and authority to draw up, sign and officially transfer in accordance with (laws or regulations); 2. The Borrower is authorized to obtain a loan in foreign currency from outside the country in accordance with (laws or regulations) and that the terms and conditions of the Loan Agreement are in accordance with the provisions of (laws or regulations); 3. as a result, the Loan Agreement is duly authorized, drafted, signed, and formally transmitted on behalf of the Borrower, and is the Borrower's current and binding obligation with respect to all of its terms and conditions; and 4. authorization and all other procedures necessary to fulfill the Loan Agreement are duly obtained and executed.

IN WITNESS WHEREOF, I, the undersigned, have affixed my signature and my official seal below. __ _______ __ of the year.

With respect,

_______________ Minister of Justice

President

Republic of Kazakhstan

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