Page 1 CONFORMED COPY LOAN NUMBER 4061 KZ Amended Guarantee Agreement (Uzen Oil Field Rehabilitation Project) between REPUBLIC OF KAZAKHSTAN and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated May 20, 2003 Page 2 LOAN NUMBER 4061 KZ AMENDED GUARANTEE AGREEMENT AGREEMENT, dated May 20, 2003, between REPUBLIC OF KAZAKHSTAN (the Guarantor) and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the Bank). WHEREAS (A) by an Assignment and Consent Deed dated July 16, 1999 among the Guarantor, the Bank and Closed Joint Stock Company “National Oil and Gas Company ‘Kazakhoil’” (Kazakhoil) (the Assignment and Consent Deed), the Guarantor has assigned its rights and obligations under the Loan Agreement and the Kazakhoil has accepted the said assignment and agreed to be bound by the Loan Agreement attached to the Assignment and Consent Deed; (B) Bank has agreed to the said assignment on the terms and conditions set forth in the Assignment and Consent Deed, but only on condition that the Guarantor agree to guarantee the obligations of Kazakhoil in respect of the Loan as provided in this Agreement; (C) by Presidential Decree No. 811 and the Resolution No. 248 of the Guarantor, Closed Joint Stock Company “National Company “KazMunayGas” (the Borrower) was created and assumed Kazakhoil’s assets, liabilities and subsidiaries; (D) by a loan assumption agreement of even date herewith between the Bank and the Borrower (the Loan Assumption Agreement), the Borrower has agreed to assume the Loan in the amount of $109,000,000 equivalent, of which the principal amount of about $66,422,611.42 equivalent was disbursed and outstanding as of October 27, 2002; (E) the Loan Assumption Agreement between the Bank and the Borrower of even date herewith, supersedes the Loan Agreement; and WHEREAS the Guarantor, having been satisfied as to the feasibility and priority of the Project described in Schedule 2 to the Loan Assumption Agreement of even date herewith, has agreed to guarantee the obligations of the Borrower in respect of the Loan and to undertake such other obligations, all as provided in this Amended Guarantee Agreement; NOW THEREFORE the parties hereto hereby agree as follows: ARTICLE I Amendments to the Guarantee Agreement 1. Section 1.01 of the Guarantee Agreement is hereby amended to read as follows: "Section 1.01. The "General Conditions Applicable to Loan and Guarantee Agreements" of the Bank, dated January 1, 1985, with the modifications set forth in Section 1.01 of the Loan Assumption Agreements (the General Conditions) constitute an integral part of this Agreement." Page 3 - 2 - 2. Section 1.02 of the Guarantee Agreement is hereby amended to read as follows: "Section 1.02. Unless the context otherwise requires, the several terms defined in the General Conditions and in Section 1.02 of the Loan Assumption Agreements have the respective meanings therein set forth." 3. Section 2.01 of the Guarantee Agreement is hereby amended to read as follows: Guarantee; Provision of Funds "Section 2.01. The Guarantor declares its commitment to the objectives of the Projects as set forth in Schedule 2 to the Loan Assumption Agreements and, to this end, without limitation or restriction upon any of its other obligations under this Amended Guarantee Agreement, the Guarantor hereby unconditionally guarantees, as primary obligor and not as surety merely, the due and punctual payment of the principal of, and interest and other charges on, the Loans, and the premium, if any, on the prepayment of the Loans, and the punctual performance of all other obligations of the Borrower, all as set forth in the Loan Assumption Agreement." 4. Section 2.02 of the Guarantee Agreement is hereby amended to read as follows: "Section 2.02. Without limitation or restriction upon the provisions of Section 2.01 of this Amended Guarantee Agreement, the Guarantor shall, whenever there is reasonable cause to believe that the funds available to the Borrower will be inadequate to meet the estimated expenditures required for the carrying out of the Project for which the Borrower is responsible, make arrangements, satisfactory to the Bank, promptly to provide the Borrower or cause the Borrower, as the case may be, to be provided with such funds as are needed to meet such expenditures." 5. Section 3.01 of the Guarantee Agreement is hereby amended to read as follows: “Section 3.01. The Guarantor shall take all measures (including, without limitation, the granting of licenses and issuance of approvals) required to enable the Borrower to carry out the Project and to comply with its other obligations under the Loan Assumption Agreement. The Guarantor shall refrain from taking any measures which could have a materially adverse affect on the creditworthiness of the Borrower.” ARTICLE II Effective Date Section 2.01. (a) This Amended Guarantee Agreement shall become effective on the date upon which the Bank dispatches to the Guarantor notice of its acceptance of evidence that: (i) the execution and delivery of this Amended Guarantee Agreement on behalf of the Guarantor have been authorized or ratified by all necessary governmental action; and (ii) all conditions precedent to the Loan Assumption Agreement have been fulfilled, other than those related to the effectiveness of this Amended Guarantee Agreement. (b) As part of such evidence, there shall be furnished to the Bank an opinion satisfactory to the Bank of counsel acceptable to the Bank showing, on behalf of the Guarantor, that this Amended Page 4 - 3 - Guarantee Agreement has been duly authorized or ratified and executed and delivered on behalf of the Guarantor and is legally binding upon the Guarantor in accordance with its terms. ARTICLE III Representative of the Guarantor; Addresses Section 3.01. The Minister of Finance of the Guarantor is designated as the representative of the Borrower for the purposes of Section 11.03 of the General Conditions. Section 3.02. The following addresses are specified for the purposes of Section 11.01 of the General Conditions: For the Guarantor: Ministry of Finance 33 Pobeda Avenue Astana 473000 Republic of Kazakhstan Telex: Facsimile: 251 245 FILIN 3172 11 71 66 For the Bank: International Bank for Reconstruction and Development 1818 H Street, N.W. Washington, D.C. 20433 United States of America Cable address: Telex: Facsimile: INTBAFRAD 248423 (MCI), or (202) 477 6391 Washington, D.C. 64145 (MCI) Page 5 - 4 - IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives, have caused this Agreement to be signed in their respective names in Astana, Republic of Kazakhstan, as of the day and year first above written. REPUBLIC OF KAZAKHSTAN By: /s/ Zeinolla Kakimzhanov Authorized Representative INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT By: /s/ Roman Solodchenko Authorized Representative