On the ratification of the Loan Agreement (Aktau Port Reconstruction Project (Stage 1) between the Republic of Kazakhstan and the European Bank for Reconstruction and Development

Home / RLA / On the ratification of the Loan Agreement (Aktau Port Reconstruction Project (Stage 1) between the Republic of Kazakhstan and the European Bank for Reconstruction and Development

Law of the Republic of Kazakhstan dated July 12, 1996 N 24-I

To ratify the Loan Agreement (Aktau Port Reconstruction Project (Stage 1)) between the Republic of Kazakhstan and the European Bank for Reconstruction and Development, signed on April 16, 1996 in Sofia.

President

Republic of Kazakhstan

Loan agreement Agreement dated April 16, 1996 between the Republic of Kazakhstan (the "Borrower") and the European Bank for Reconstruction and Development (the "Bank").

The preamble As the Bank was established to provide financing for specific projects that promote the transition to an open, market-oriented economy, as well as the development of private and entrepreneurial initiatives in Central and Eastern European countries committed to and implementing the principles of multiparty democracy, pluralism and market economy; as the Borrower intends to implement the project specified in Annex 1 to the Loan Agreement (the "Project"), which aims to assist in maintaining the Aktau port in operational condition by increasing berthing levels for general cargo in order to protect them from rising Caspian Sea levels, increase productivity and take into account the projected growth in cargo turnover in the near future time, as well as support for the commercialization of the Aktau Commercial Seaport Joint-Stock Company (the "Port"); since the Project will be carried out by the Port with the assistance of the Borrower, and as part of such assistance, the Borrower will provide the Port with credit facilities, as provided for in this Loan Agreement; since the Port intends to receive a loan from the Kazakhstan Export-Import Bank (Kazexim) in local Kazakh currency in the amount equivalent to twenty million dollars ($20,000). USA) (the "Kazexim Loan") to facilitate the financing of Parts A1, A2 and C of the Project on the terms and conditions set out in the agreement to be concluded between the Port and Kazexim, and such Kazexim Loan will be fully subordinated in terms of repayment of the principal and all other amounts under the Loan Agreement; since the Bank has agreed on the basis of, in particular, to provide the Borrower with a loan (loan) in the amount of forty-four million dollars (44,000,000 dollars). United States dollars) and fourteen million eight hundred and six thousand Deutschmarks (14,806,000 DM) (The "Loan") on the terms and conditions set forth in this Loan Agreement and in the Project Agreement, which was concluded between the Bank and the Port on the same date as this one.; The Parties hereby agree on the following:

Article 1. Standard Terms and Conditions, definitions, headings Section 1.01. Inclusion of Standard Terms and Conditions All provisions of the Standard Terms and Conditions of September 1994 are hereby incorporated into the Loan Agreement and apply to it with the same force and effect as if they were fully set forth therein (and these provisions are referred to below as the Standard Terms and Conditions). Section 1.02. Definitions Throughout the Loan Agreement or its annexes, except where otherwise indicated, the terms defined in the preamble have the meanings prescribed there, and the following terms have the following meanings: "Authorized Representative of the Borrower" means the Minister of Finance of the Republic of Kazakhstan, except as specified in section 2.04 of the Loan Agreement. loan;

"Deutsche Mark" or "DM" means legal tender Federal Republic of Germany;

"Dollar" or "USD" means a legal tender The United States of America;

"Dollar Tranche" - means a portion of the loan in the amount of forty-four million dollars (44,000,000 USD);

"DM Tranche" means a portion of the loan in the amount of fourteen million eight hundred and six thousand Deutsche marks (14806000 DM);

"Financial Director" means the Financial Director of the Port referred to in section 5.01 (d);

"FG" means the Borrower's fiscal year beginning on January 1 of each year.;

"Organizational Construction Program" means an organizational construction program acceptable to the Bank in form and substance, including, but not limited to, the development of organizational management and expertise in Port operations and maintenance of Port systems in accordance with the financial and operational plan of the Port and the business plan of the Port; "Kazexim" means the Export-Import Bank Of the Republic of Kazakhstan or any of its successors; "Kazexim Loan" means a loan in tenge in the amount equivalent to twenty million dollars (US$ 20,000). To be provided in accordance with the Kazexim Loan Agreement; "Kazexim Loan Agreement" means a loan agreement (to be concluded or) concluded between Kazexim and the Port in tenge for an amount equivalent to twenty million dollars (US$ 20,000,000), in accordance with the terms and conditions acceptable to the Bank; "Loan currency" - means a dollar or a deutschmark designated in the Dollar Tranche and DM Tranche; "Port" - means the Joint-Stock Company "Commercial Seaport Aktau" or any of its recipients; "Repayment Account" means the account referred to in Section 3.01(c); "Service Agreement" means the agreement to be concluded between the Borrower and Kazexim, as described in Section 3.01(d) below; "Special Account" means the Special Account referred to in Section 2.03 and Appendix 3 to the Loan Agreement; "Charter documents" - means the charter documents of the Port, approved by the decision of the Regional Property Committee of Mangystau dated March 27, 1995 and registered by the Regional Financial Department of Mangystau in the Register of Business Partnerships, Joint-stock Companies and Companies under No. 23636 on April 12, 1995; "Assigned loan" - means a loan in the Currency of the loan, which is to be provided in accordance with with a subsequent loan agreement; "Subsequent Loan Agreement" means an agreement (to be concluded or) concluded between the Borrower and the Port in accordance with the provisions of Section 3.01 (a) of the Loan Agreement, as amended from time to time.; "Page 3750 Telerate" means the interbank offer rate page (commonly known as "Libor") displayed by leading banks for deposits in the Loan Currency, designated as page 3750 of the Telerate service (or any other page that may replace page 3750 Telerate) for the purpose of displaying such Libor rates on the screen. deposits in the Currency of the loan; and "Tenge" - means a legal tender of the Republic of Kazakhstan. Section 1.03. Headings The headings of articles and sections, as well as the table of contents, are included for reference purposes only and are not used to interpret this Loan Agreement. Article II. Basic Loan Terms Section 2.01. Loan Amount and Loan Currency The Bank agrees to provide the Borrower, on the terms set forth or referred to in this Loan Agreement, with a Loan in the amount of (i) a Tranche in Dollars in the amount of forty-four million (USD 4,400,000) and (ii) a Tranche in Deutsche Marks in the amount of fourteen eight hundred and six million (14,806,000 DM). Section 2.02. Other financial terms of the Loan (a) Minimum sample amount (see Standard Terms and Conditions, section 3.01(b)) The minimum sample amount is (i) for a Tranche in dollars one hundred thousand dollars (100,000 USD), and (ii) for a Tranche in Deutschmarks one hundred thousand Deutschmarks (100,000 DM). (b) The minimum early repayment amount (see Standard Terms and Conditions, section 3.07 (d)), except as provided in section 3.01 (f), the minimum early repayment amount is (i) five million dollars (US$ 500,000) for the Tranche. (ii) for the Tranche in Deutsch Marks of two million five hundred thousand Deutsch marks (2500,000 DM).

(see Standard Terms and Conditions, section 3.08 (a))

The minimum cancelled amount is (i) for the Dollar Tranche

five million dollars (US$500,000), and (ii) for a Tranche to Deutsche Bank

two million five hundred thousand Deutsch marks (2500,000 DM).

(d) The interest payment and repayment dates of the Loan

(see Standard Terms and Conditions, section 3.07 (d))

The interest payment dates, as well as the repayment dates of the Loan, are 20

March and September 20th. The Borrower repays the Loan in accordance with the following

repayment schedule:

(I) Tranche in dollars

--------------------------------------------------------

! Payment date ! Payout amount (in US dollars)!

--------------------------------------------------------

! March 20, 2000 ! 1914000 !

--------------------------------------------------------

! September 20th, 2000 ! 1914000 !

--------------------------------------------------------

! March 20, 2001 ! 1914000 !

--------------------------------------------------------

! September 20th, 2001 ! 1914000 !

--------------------------------------------------------

! March 20th, 2002 ! 1914000 !

--------------------------------------------------------

! September 20th, 2002 ! 1914000 !

--------------------------------------------------------

! March 20 , 2003 ! 1914000 !

--------------------------------------------------------

! September 20th, 2003 ! 1914000 !

--------------------------------------------------------

! March 20, 2001 ! 1914000 !

--------------------------------------------------------

! September 20th, 2001 ! 1914000 !

--------------------------------------------------------

! March 20th, 2002 ! 1914000 !

--------------------------------------------------------

! September 20th, 2002 ! 1914000 !

--------------------------------------------------------

! March 20 , 2003 ! 1914000 !

--------------------------------------------------------

! September 20th, 2003 ! 1914000 !

--------------------------------------------------------

! March 20th, 2004 ! 1914000 !

--------------------------------------------------------

! September 20th, 2004 ! 1914000 !

--------------------------------------------------------

! March 20, 2005 ! 1914000 !

--------------------------------------------------------

! September 20th, 2005 ! 1914000 !

--------------------------------------------------------

! March 20th, 2006 ! 1914000 !

--------------------------------------------------------

! September 20th, 2006 ! 1914000 !

--------------------------------------------------------

! March 20, 2007 ! 1914000 !

--------------------------------------------------------

! September 20th, 2007 ! 1914000 !

--------------------------------------------------------

! March 20, 2008 ! 1914000 !

--------------------------------------------------------

! September 20th, 2008 ! 1914000 !

--------------------------------------------------------

! March 20, 2009 ! 1914000 !

--------------------------------------------------------

! September 20th, 2009 ! 1914000 !

--------------------------------------------------------

! March 20, 2010 ! 1914000 !

--------------------------------------------------------

! September 20th, 2010 ! 1914000 !

--------------------------------------------------------

! March 20, 2011 ! 1892000 !

--------------------------------------------------------

! Total ! 44000000 !

--------------------------------------------------------

(II) Tranche in Deutsche Marks

--------------------------------------------------------

! Payment date ! Payout amount (in US dollars)!

--------------------------------------------------------

! March 20, 2000 ! 647000 !

--------------------------------------------------------

! September 20th, 2000 ! 647000 !

--------------------------------------------------------

! March 20, 2001 ! 647000 !

--------------------------------------------------------

! September 20th, 2001 ! 647000 !

--------------------------------------------------------

! March 20, 2002 ! 647000 !

--------------------------------------------------------

! September 20th, 2002 ! 647000 !

--------------------------------------------------------

! March 20, 2003 ! 647000 !

--------------------------------------------------------

! September 20th, 2003 ! 647000 !

--------------------------------------------------------

! March 20th, 2004 ! 647000 !

--------------------------------------------------------

! September 20th, 2004 ! 647000 !

--------------------------------------------------------

! March 20, 2005 ! 647000 !

--------------------------------------------------------

! September 20th, 2005 ! 647000 !

--------------------------------------------------------

! March 20th, 2006 ! 647000 !

--------------------------------------------------------

! September 20th, 2006 ! 647000 !

--------------------------------------------------------

! March 20, 2007 ! 647000 !

--------------------------------------------------------

! September 20th, 2007 ! 647000 !

--------------------------------------------------------

! March 20, 2008 ! 647000 !

--------------------------------------------------------

! September 20th, 2008 ! 647000 !

--------------------------------------------------------

! March 20, 2009 ! 647000 !

--------------------------------------------------------

! September 20th, 2009 ! 647000 !

--------------------------------------------------------

! March 20, 2010 ! 647000 !

--------------------------------------------------------

! September 20th, 2010 ! 647000 !

--------------------------------------------------------

! March 20, 2011 ! 572000 !

--------------------------------------------------------

! Total ! 14806000 !

--------------------------------------------------------

(e) The latest date for the provision of borrowed funds (see Standard Terms and Conditions, section 3.01(a)) The last submission date is December 1, 1999. If a fixed interest rate is applied to the Amount Provided or any part of it, then as a result of any delay in the Last Provision Date, costs may arise due to changes in terms, which are immediately reimbursed by the Borrower or the Bank, depending on the specific case.

(f) Commitment fee (see Standard Terms and Conditions, section 3.05(a)) The Commitment Fee rate is half of one percent (0.5%) per annum.

(g) The interest rate

Interest on the Loan is calculated at a floating interest rate. For the purposes of section 3.04(b) of the Standard Terms and Conditions, the relevant market interest rate will be the suggested rate that appears on page 3750 of Telerate starting at 11 a.m. according to London time, on the corresponding date of interest setting for one month, two months, three months, four months, five months or six months, depending on which of the periods is closer in duration to the corresponding Period of interest accrual (or if two periods are equally close in duration to the corresponding Period of interest accrual - the average value for these two periods). (h) Costs of changing conditions In the event of cancellation by the Bank in accordance with Section 7.02 of the Standard Terms and Conditions, any costs to the Bank in connection with the change in terms caused by such cancellation, according to the Bank's assessment, which the Borrower receives notification of, are promptly paid by the Borrower or the Bank, as appropriate. Section 2.03. (a) In accordance with the provisions of Annex 2 to this Loan Agreement, funds may be drawn from the amount provided from time to time for expenses incurred (or, if the Bank agrees, forthcoming) in connection with (i) the reasonable cost of goods, works and services required for the Project and subject to financing from credit funds and (ii) a one-time fee. (b) The Borrower grants the Bank the authority to select an amount equal to a one-time fee and pay itself this one-time fee on behalf of the Borrower. (c) For the purposes of this Project, the Borrower shall open and maintain a special dollar deposit account in a commercial bank acceptable to the Bank on terms satisfactory to the Bank, including ensuring adequate protection against set-off, confiscation or seizure. The Borrower informs such a commercial bank that only representatives of the Borrower acceptable to the Bank are authorized to make direct payments from a Special Account or otherwise manage a Special Account. If the Borrower intends to make samples for the purpose of making a deposit to a Special Account or direct payments from it (instead of sampling funds in accordance with subparagraph (a) above), such samples shall be carried out in accordance with the provisions of Annex 3 to this Loan Agreement. Section 2.04. Authorized Representative for the purpose of collecting funds, the Port Director, duly authorized by the Borrower, is appointed as the authorized representative of the Borrower for the purpose of performing any actions required or permitted under the provisions of section 2.03 (a) of the Loan Agreement and sections 3.01 and 3.02 of the Standard Terms and Conditions. Article III. Project execution; financial and operational issues

Section 3.01. Other positive unilateral obligations under the Project In addition to the general obligations set out in Articles IV and V of the Standard Terms and Conditions, the Borrower, unless the Bank agrees otherwise: (a) performs subsequent lending to the Port from the Loan funds in accordance with a Subsequent Loan Agreement that is acceptable in form and substance to the Bank, on terms and conditions that have been approved by the Bank and include the following: (i) the denomination of the Assigned Loan in the Loan Currency; (ii) grace period and maturity, commitment fee and one-time fee, which are the same as in the Loan Agreement; (iii) subsequent lending margin, which does not exceed one percent (1%) above the interest rate applied under the Loan Agreement; and (iv) the non-respect clause of a third party that will protect the interests of the Bank and the Borrower; (b) exercises its rights under the Subsequent Loan Agreement in such a way as to protect the interests of the Borrower and the Bank, satisfy the provisions of this Loan Agreement and achieve the objectives of the Loan, and, unless the Bank agrees otherwise, the Borrower does not assign, modify, cancel or cancel the Subsequent Loan Agreement or any of its provisions.; (c) during the term of the Loan, opens and maintains a special interest-bearing deposit account in foreign currency (the "Repayment Account"), to which all payments made by the Port in accordance with the Subsequent Loan Agreement are credited, from which the Borrower makes payments to the Bank in accordance with the Loan Agreement; the Borrower takes all necessary measures to ensure that so that at least five days before any repayment date of the Loan, the Repayment Account balance is at least equal to the amount of such repayment, which is due on the next semi-annual repayment date.; (d) ensures the operation of the Port in accordance with the provisions of the Project Implementation Agreement, which sets out all obligations of the Port, including, but not limited to, obligations related to: (i) procurement of goods, works and services for the Project, as described in section 2.03 of the Project Agreement; (ii) environmental issues referred to in section 2.04 of the Project Agreement; (iii) the hiring and use of consultants to assist in the implementation of the Project and the development of the Institutional Construction Program, as described in section 2.05 of the Project Agreement; (iv) the implementation of the Institutional Construction Program, as described in section 2.06 of the Project Agreement, research on the restoration of the approach dam and breakwater, as described in section 2.07 of the Project Agreement, and the Port Activity Plan, as described in section 2.08 of the Project Agreement; (v) preparing and submitting reports on issues related to the Port Project and operations, as described in section 2.09 of the Project Agreement; (vi) maintaining procedures, reports and accounts, preparing financial reports, auditing such reports and submitting them to the Bank (for fiscal years 1996 and 1997 with comments thereto) by auditors acceptable to the Bank, providing the Bank with any other relevant information related to the Port Project or activities, as described in Section 3.01 of the Project Agreement; (vii) compliance with all unilateral obligations related to the financial and operational aspects of the project and the port, as described in sections 3.02, 3.03, 3.04, 3.05 of the Project Agreement; (viii) payments no later than five (5) days prior to each Repayment Date of interest from the Debt Service Account, as defined by this the term in the Project Agreement for the repayment of all amounts of the principal Loan, interest and all other amounts payable in accordance with the Loan Agreement on such Interest Payment Date; (e) takes or ensures that all additional measures are taken to provide appropriate funds for the completion of the Project, in particular: (i) The Borrower covers any shortfall in funds necessary for the completion of the Project; (ii) The Borrower enters into a Service Agreement acceptable in form and substance to the Bank with Kazexim, under which Kazexim acts as the Borrower's agent for the overall management of the Resold Loan (Kazexim receives remuneration from the margin for subsequent lending from the Assigned Loan above the interest rate acceptable under the Loan Agreement) and such Agreement on the service is not subject to change without the prior approval of the Bank; (iii) The Borrower ensures that Kazexim enters into a loan agreement with the Port in order to provide the Port with a Kazexim Loan on terms and conditions acceptable to the Bank, and in particular, the Borrower ensures that: (1) the Kazexim Loan Agreement is not amended without the prior approval of the Bank; (2) no payments shall be made under the Kazexim Loan Agreement if either party violates any of its material obligations under the Loan Agreement, Subsequent Loan Agreement, or Project Agreement, or such violation is expected to occur shortly in the Bank's separate opinion; (3) no early repayments have been made on the Kazexim Loan until full repayment of all amounts due under the Loan Agreement and subsequent loan agreement; (4) Kazexim has not submitted the Kazexim Loan for early recovery until full payments of all amounts due under the Loan Agreement and Subsequent Loan Agreement; (iv) The Borrower ensures that the funds under the Kazexim Loan are used to finance at least twenty-five percent (25%) of the total cost of work under Part A(1) and (2) The Project up to an amount equal to fourteen million dollars (1,400,000 US dollars) and one hundred percent (100%) of the part From the Project up to an amount equal to six million dollars (6,000,000 US dollars). (f) if the Port makes any early repayments under the Subsequent Loan Agreement, the Borrower will make early repayment of such Loan amount in the reverse order of the repayment period, thus reducing the total repayment period of the Loan. (for the purposes of such early repayment, the minimum early repayment amount will be one million dollars (USD1,000,000). and the Borrower is not required to pay a fee of one-eighth of one percent (0.125%) for early repayment of the principal amount of the loan, which is repaid early in accordance with Section 3.07 (b) of the Standard Terms and Conditions); (g) The Borrower ensures that all measures are taken, including adjustments to the Port's fee levels and structures, in order to ensure that the Borrower is able to fulfill all its obligations under the Loan Agreement, and the Port is able to fulfill all its obligations under the Subsequent Loan Agreement and the Project Agreement.; (h) as part of its strategic control over the Port's operations, the Borrower ensures non-interference in the management of the Port's day-to-day operations; (i) The Borrower takes all necessary measures to ensure that the Port implements the Institutional Construction Program (as defined in the Project Agreement); (j) The Borrower authorizes the Port to take legal action against all parties (including, but not limited to, government agencies, institutions, and State-owned enterprises) that fail to make payments within two months of the invoice date in respect of amounts payable to the Port for services provided to them; and (k) The Borrower shall ensure the right for the Port to convert its receipts in local currency into foreign currency and ensure that such receipts in the Port's foreign currency (together with the Port's receipts in local currency, if necessary) are used by the Port to repay the Assigned Loan on time.

Article IV. Suspension; early recovery; cancellation Section 4.01. Suspension The following are additional circumstances that result in the suspension of the Borrower's right to withdraw funds from the Loan for the purposes of section 7.01(a)(xiii) Standard Terms and Conditions: (a) in the event that: (i) the legislative and regulatory framework applicable to the transport sector in the Borrower's territory is changed, suspended, cancelled, abolished and cancelled, or (ii) the Port's Statutory Documents are changed, suspended, cancelled, abolished or cancelled in this way, that this has had a material adverse effect on the Port's operations or ability to carry out the Project or fulfill any of its obligations under the Project Agreement, or (iii) control of the Port has been transferred to parties other than the Borrower; (b) The Port has failed to fulfill any of its obligations under the Subsequent Loan Agreement, Project Agreement or Kazexim Loan Agreement; (c) the Port's right to receive funds under the Kazexim Loan Agreement has been suspended, cancelled, or terminated in whole or in part; however, provided that the provisions of this paragraph do not apply if the Borrower or the Port confirms in a manner satisfactory to the Bank that it can obtain the funds necessary for the Project from other sources on terms and conditions consistent with the obligations of the Borrower under this Agreement and the Port under the Project Agreement; and (d) Kazexim or the Borrower: ((i) have not fulfilled any of their essential obligations under the Service Agreement; or (ii) have modified the Service Agreement. Section 4.02. Filing for early collection Additional circumstances leading to early recovery for the purposes of section 7.06 (f) of the Standard Terms and Conditions are listed below: (a) if any event specified in section 4.01 has occurred and persists for fifteen (15) days from the date of occurrence of such event; (b) The Port has lost its ability to repay its debts as repayment matures, or any action or process has been taken by the Port or others by virtue of which any of the Port's assets have been distributed or may be distributed to its creditors; (c) if the Borrower or any authority with jurisdiction has taken any action aimed at for the dissolution or termination of the existence of the Port or the suspension of its operations.

Section 4.03. Cancellation If at any time the Bank decides that any payment from the Special Account or any use thereof did not comply with the requirements of Appendix 3 and determines the Loan amount that was thus improperly used, the Bank may, by notifying the Borrower, terminate the Borrower's right to withdraw credit funds in respect of such amount. Upon sending such a notification, such Loan amount is cancelled. Article V. Entry into force

Section 5.01. Conditions prior to entry into force The following are additional conditions for the entry into force of the Loan Agreement for the purposes of Section 9.02(c) of the Standard Terms and Conditions: (a) The subsequent loan Agreement, which satisfies the Bank in form and substance, is duly executed and signed on behalf of the Borrower and the Port, is legally binding on both parties and is enforceable in accordance with with its provisions, subject to the entry into force of the Loan Agreement; (b) The Port is duly established and lawfully exists in accordance with the laws of the Borrower; (c) The Port's statutory documents satisfy the Bank in form and substance; (d) The Kazexim Loan Agreement is acceptable to the Bank in form and substance, has been drawn up and signed, and all conditions preceding its entry into force or the Borrower's right to make selections in accordance with it will be fulfilled; (f) The Project Agreement will be duly implemented. authorized, executed and signed on behalf of the Port, is legally binding on the Port and is enforceable in accordance with its provisions; (f) The Borrower has opened a Repayment Account and the Port has opened a Debt Service Account with a commercial bank acceptable to the Bank in the Loan Currency; (g) The Port has hired the consultants referred to in Section 2.05(a) of the Project Agreement, in accordance with the terms of reference acceptable to the Bank; (h) the relevant government The Environmental Agency has given the appropriate approval and permits for the performance of the contract for the main works in accordance with the Project; (i) The Port has acquired all such land plots and rights in respect of land plots that are necessary for the expansion of the Port terminal area under the Project, and such right of use has been granted and all land plots thus obtained will be effectively vacated by current users; and (j) the Port has appointed a finance director whose professional qualifications are acceptable to the Bank.

Section 5.02. Legal Opinion (a) For the purposes of section 9.03(a) of the Standard Terms and Conditions, the legal counsel's opinion or opinions are given on behalf of the Borrower by the Borrower's Minister of Justice, and the following are specified as additional matters to be included in the opinion or opinions provided to the Bank: (i) The subsequent loan agreement is duly authorized or approved by the Borrower and signed on behalf of on behalf of the Borrower, is legally binding on the Borrower and is enforceable in accordance with its provisions, subject to the entry into force of the Loan Agreement; (ii) The Kazexim Loan Agreement is duly authorized and approved by Kazexim and signed on its behalf, is legally binding on Kazexim and is enforceable in accordance with its provisions, subject to the entry into force of the Loan Agreement; (iii) The Port has received all such land and rights in respect of these land plots that necessary for the implementation of the Project; (b) for the purposes of section 9.03(c) of the Standard Terms and Conditions, the opinion or opinions of the Legal Adviser are given on behalf of the Port by the head of the Port's Legal Department, and the following are specified as additional matters to be included in the opinion or opinions provided to the Bank: (i) The subsequent loan agreement is duly authorized and approved by the Port and signed on behalf of It is legally binding on the Port and is enforceable in accordance with its provisions, subject to the entry into force of the Loan Agreement.; (ii) The Kazexim Loan Agreement is duly authorized and approved by the Port and signed on its behalf, legally binding on the Port and enforceable in accordance with its provisions, subject to the entry into force of the Loan Agreement; and (iii) the Project Agreement is duly authorized or approved by the Port and signed on behalf of the Port, It is legally binding on the Port and is enforceable in accordance with its provisions, subject to the entry into force of the Loan Agreement.

Section 5.03. Termination due to Non-entry into Force For the purposes of Section 9.04 of the Standard Terms and Conditions for the entry into force of this Loan Agreement is set at ninety (90) days after the date of signing this Loan Agreement.

Article VI. Other provisions

Section 6.01.

For the purposes of section 10.01 of the Standard Terms and Conditions, the following addresses are indicated:

For the Borrower:

Ministry of Finance of the Republic of Kazakhstan

Addressee: Minister of Finance

Republic of Kazakhstan

Almaty, 480091

97 Abylai Khan Avenue

Phone: (73272) 624075

Fax: (73272) 622770

For the Bank:

European Bank for Reconstruction and Development

Addressee: Operational Management Department

One Exchange Sguare

London EC2A 2EH

England

Phone: (44171) 3386000

Fax: (44171) 3386100

Telex: 8812161

Section 6.02. Fees and Expenses The Borrower pays any fees and expenses related to specialist services, banking operations, money transfer or currency exchange incurred during the preparation, execution and registration of the Loan Agreement, Guarantee Agreement, if any, and related documents. In witness whereof, the parties to this Loan Agreement, acting through their duly authorized representatives, have signed the Loan Agreement in four copies and executed it in Sofia, Bulgaria on the date and year indicated above. ___________________________________

Application

1. Project Description 1. The purpose of the Project is (i) to support the Port's operations by raising the level of berths for general cargo in order to protect them from rising Caspian Sea levels, (ii) to carry out restoration work and install modern equipment at berths for general cargo in order to maintain cargo turnover, increase productivity and take into account the projected to increase cargo turnover in the near future and (iii) to support the commercialization of the Port's activities. 2. The project consists of the following parts, subject to such modifications as the Bank and the Borrower may agree on from time to time: Part A: Reconstruction work (1) 400 meters of a new berthing wall providing berths for three linear dry cargo ships together with one berth for grain exports, as well as small areas of bottom dredging; increase in level and restoration of the port terminal, with an area of 30 hectares; replacement of all underground utilities in this area (sewer and water pipes, power cables, etc.); construction of storage sheds and auxiliary port buildings, new automobile and railway access roads to external road systems;

(2) Temporary restoration of the dam by lifting oil pipelines onto risers;

(3) improvement of environmental protection measures, including the conversion of a port ship for waste collection and the purchase of equipment for the collection of various petroleum products.

Part B: Purchase of cargo handling equipment Purchase of bulk cargo handling equipment consisting of mobile mechanisms (front-mounted loaders, conveyors, hopper wagons) and other mobile equipment for handling general cargo, such as mobile cranes, fork-lift trucks, tractors and trailers.

Part C: Acquisition of land plots Transfer of all rights to land plots necessary for the implementation of

The project.

Part D: Organizational Building Program

(1) creation of an organizational and management system and acquisition of experience in port operations, maintenance and development;

(2) accounting statements and financial systems of the Port;

(3) the Port's business plan; and

(4) The Port's business plan.

Part E: Preparation of future projects

Preparation of design and tender documents for restoration work on the approach dam and breakwater. 3. The project is expected to be completed by June 30, 1999. Appendix 2. Categories and samples of funds 1. The table attached to this document sets out the categories of positions financed from the Loan, the distribution of Loan amounts by category, and the percentage of expenses for positions thus financed for each category. 2. Regardless of the provisions of paragraph 2 above, no funds are collected.:

in respect of payments for expenses made prior to the date of this Loan agreements; and before the Bank approves contracts with a similar description of works and goods

in parts A(2) and A(3).

Appendix 2

----------------------------------------------------------------------------

Category ! The allocated amount ! The allocated amount ! % of funded

! Tranche in US dollars! Tranche in DM ! expenses

----------------------------------------------------------------------------

(1)Works for ! 33640000 USD ! ! 73 % of the cost

Parts A ! ! ! the contract

(1), (2) ! ! !

----------------------------------------------------------------------------

(2) Jobs and ! 5,10,000 USD ! ! 100 % of the cost

products for ! ! ! the contract

Parts A (3) ! ! !

----------------------------------------------------------------------------

(3) Products ! 3000000 USD ! = 13806000 DM ! 100 % of the cost

for Part B ! ! ! the contract

----------------------------------------------------------------------------

(4) Consul ! ! !

Hush! ! !

services for ! ! !

rendering services ! ! !

assistance in ! ! !

execution: ! ! !

----------------------------------------------------------------------------

Parts A ! 2000000 USD ! ! 100 % of the cost

! ! ! the contract

----------------------------------------------------------------------------

Parts E ! $380000 ! ! 100 % of the cost

! ! ! the contract

----------------------------------------------------------------------------

(5) One-time ! 540000 USD ! !

commission! ! !

----------------------------------------------------------------------------

(6) Retained! 3930000 USD ! 1000000 DM !

divided ! ! !

funds ! ! !

----------------------------------------------------------------------------

Total ! 44,000,000 USD ! 14,806,000 DM!

----------------------------------------------------------------------------

Appendix 3. Special account  

1. For the purposes of this annex, the terms have the following meanings: "relevant category" means categories 2 and 4 listed in the table in addition to annex 2 of the Loan Agreement; "related costs" means expenses related to the reasonable cost of goods, work and services required for the Project and to be financed from the Loan funds, allocated from time to time for the appropriate category in accordance with the provisions of annex 2 to the Loan Agreement; "Maximum balance in a Special Account" means an amount equal to six hundred thousand dollars (600,000 US dollars); and "Minimum amount of the sample for crediting to a Special Account" means an amount equal to one hundred thousand dollars (100,000 US dollars).

2. Payments from a Special Account are made exclusively in respect of the relevant expenses in accordance with the provisions of this annex.  

3. Upon receipt by the Bank of satisfactory proof that the Special Account has been properly opened in accordance with the terms and conditions acceptable to the Bank, including the necessary measures to protect against set-off, seizure or confiscation, the Borrower may select from the Amount Provided and transfer to the Special Account an initial amount not exceeding the Maximum Balance in the Special Account, but not less than the Minimum amount of the sample to be credited to a Special Account.  

4. After that, the Borrower may select additional amounts from the Amount Provided and transfer such amounts to a Special Account, subject to the restrictions specified in paragraph 6 below and subject to the following conditions for each requested sample: (a) The Borrower has provided the Bank with account statements and other documents and any other evidence requested by the Bank indicating that The amounts withdrawn from the Special Account have been spent properly. (b) After making the requested sample from the Amount Provided and crediting the amount of such sample to the Special Account, the balance in the Special Account must not exceed the Maximum Balance in the Special Account. (c) Except in cases where the Bank may from time to time give its consent to otherwise, the amount of the requested sample from the amount provided for crediting to the Special Account must not be less than the Minimum Sample Amount for crediting to the Special Account. 5. Without prejudice to the requirements of paragraph 4 (a) above, the Borrower shall provide at any time, upon the reasonable request of the Bank, a balance report and other information about the Special Account, including account statements and such other documents and other evidence as the Bank may request to verify that payments from the Special Account have been made in accordance with the requirements set out in this annex.

6. Notwithstanding the provisions of paragraph 4 of this Annex, unless the Bank agrees otherwise, the Borrower shall not select funds from the Amount Provided for crediting to a Special Account: (a) if at any time the Bank decides that all subsequent selections from the amount provided should be made in accordance with the provisions of section 2.03(a) of this Agreement; or (b) when the Amount Provided, divided into the appropriate categories, is twice the amount of the Maximum Balance in the Special Account. After that, samples from the Amount Provided, distributed into the appropriate categories, are made in the order indicated by the Bank in the notification to the Borrower. Such subsequent selections are made only after and to the extent that the Bank is satisfied that all such amounts remaining in the Special Account on the date of such notification will be used to pay the related expenses.

7. (a) If the Bank decides at any time that any payment from the Special Account or any use of the Special Account: (i) was made for expenses or in an amount that does not comply with paragraph 2 of this annex; or (ii) is not supported by evidence provided to the Bank; (b) the Bank may require the Borrower to: (i) provide such additional evidence as the Bank may request.; or (ii) transfer to a Special Account (or, if requested by the Bank, refund to the Bank) an amount equal to the amount of such payment or a portion thereof that does not meet the requirements or has not been confirmed. If the Bank makes such a decision in accordance with sub-paragraphs (a) (i) or (ii) above, no further withdrawals of funds from the Amount Provided for crediting to the Special Account will be made (unless the Bank agrees otherwise) until the Borrower (x) has credited to the Special Account or will refund to the Bank an amount equal to the amount of such payment (or a part of it) that is found not to meet the requirements or not confirmed, or (y) will not provide additional evidence satisfying the Bank that the amounts previously paid from the Special Account have been used properly.

8. (a) If the Bank decides at any time that any amount remaining in the Special Account will not be required to finance the related expenses, the Borrower shall immediately repay the outstanding amount to the Bank upon receipt of notification from the Bank. Similarly, if the Bank requires the Borrower to repay the amount to the Bank in accordance with paragraph 7 (b)(ii), the Borrower will promptly repay the outstanding amount to the Bank upon receipt of notification from the Ban 8. (a) If the Bank decides at any time that any amount remaining in the Special Account will not be required to finance the related expenss, the Borrower shall immediately repay the outstanding amount to the Bank upon receipt of notification from the Bank. Similarly, if the Bank requires the Borrower to repay the amount to the Bank in accordance with paragraph 7 (b)(ii), the Borrower will promptly repay the outstanding amount to the Bank upopt of notification from the Bak. For such purposes, the requirement that early Loan Repayments must be made on the Interest PaymFor such purposes, the requirement that early Loan Repayments must be made on the Interest Payment Dates does not apply, subject to paragraph 8 (c) below. (b) The Borrower may, upon prior notification to the Bank in accordance with section 3.07 (a) of the Standard Terms and Conditions, repay ahead of schedule on any Interest Payment Date all or any portion of the funds credited to the Special Account. (c) Any early repayment of the amounts specified in sub-paragraphs (a) and (b) above shall be made in accordance with section 3.07 of the Standard Terms and Conditions.; provided, however, that such early repayments are not limited to the Minimum Early Repayment Amount specified in section 2.02(b) of the Loan Agreement; provided that any early repayments that are made on a date other than the Interest Payment Date are made subject to the Borrower's payment of any Costs associated with the Change conditions assessed by the Bank and communicated to the Borrower. In addition, the early repayment amounts specifieany Kazakhstan Law Firm Court Cases

Loan Agreement; provided that any early repayments that are made on a date other than the Date of Interest Payment are made subject to the payment by the Borrower of any Costs related to the change in terms assessed by the Bank and communicated to the Borrower. In addition, the early repayment amounts specified in sub-paragraphs (a) and (b) above are used by the Bank in accordance with section 3.07 (d) (ii) of the Standard Terms and Conditions.  

* * *

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