COMPANY, AS THE CASE MAY BE) IN
ACCORDANCE WITH US GAAP.
2.
CONSIDERATION.
THE AGGREGATE
CONSIDERATION (THE "CONSIDERATION") IN RESPECT OF THE TRANSACTION SHALL BE US$65
MILLION, LESS (I) 50% OF THE NET OUTSTANDING DEBT (SUM OF SHORT TERM AND LONG
TERM INTEREST BEARING LIABILITIES AS WELL AS ANY REPAYABLE FINANCIAL FACILITY OR
BORROWINGS, LESS CASH AND CASH EQUIVALENTS) THAT OF THE TARGET GROUP AS OF THE
CLOSING AND (II) 50% OF THE TAX ADJUSTMENT (AS DEFINED IN PARAGRAPH 3 BELOW), IF
ANY, PAYABLE IN CASH.
3.
TAX LIABILITIES; ESCROW.
(A)
THE SELLER AND THE TARGET SHALL USE THEIR
BEST EFFORTS TO OBTAIN, PRIOR TO CLOSING, FINAL AND BINDING TAX AUDITS BY THE
COMPETENT TAXATION AUTHORITIES OF THE REPUBLIC OF KAZAKHSTAN OF THE TARGET AND
EACH SUBSIDIARY (AS DEFINED BELOW) FOR ALL OPEN PERIODS THROUGH DECEMBER 31,
2006.
THE SELLER SHALL PROVIDE COPIES OF ALL DOCUMENTATION IN RESPECT OF EACH
SUCH AUDIT TO THE PURCHASER PRIOR TO CLOSING.
THE AGGREGATE AMOUNT OF ANY
ADDITIONAL TAX DETERMINED TO BE DUE AS A RESULT OF SUCH AUDITS LESS ANY SUCH TAX
AMOUNTS PAID BY THE TARGET GROUP PRIOR TO THE CLOSING IS REFERRED TO AS THE "TAX
ADJUSTMENT."
(B)
IN THE EVENT THAT THE TAX AUDITS REFERRED TO
ABOVE HAVE NOT BEEN COMPLETED PRIOR TO CLOSING, AN AMOUNT OF THE CONSIDERATION
(THE "ESCROW AMOUNT") EQUAL TO 50% OF THE ACCRUALS TO BE MADE FOR TAX
LIABILITIES OF THE TARGET GROUP THROUGH THE DATE OF CLOSING, AS REASONABLY
DETERMINED BY CTCM AND THE SELLER (THE "ACCRUAL"), BUT NOT EXCEEDING US$6
MILLION, SHALL BE HELD IN ESCROW FOR A PERIOD OF AT LEAST FIVE YEARS FOLLOWING
THE CLOSING TO SATISFY ANY LIABILITIES RESULTING FROM BREACHES OF THE
REPRESENTATIONS, WARRANTIES, COVENANTS AND INDEMNITIES PROVIDED FOR HEREIN AND
IN THE PURCHASE AGREEMENT IN RESPECT OF TAXATION MATTERS. IN THE EVENT THAT A
LATER FINAL AND BINDING TAX AUDIT(S) CARRIED OUT BY THE COMPETENT TAXATION
AUTHORITIES DETERMINES THAT THE AMOUNT OF SUCH LIABILITIES IS LESS THAN THE
ESCROW AMOUNT, THE PARTIES AGREE THAT THE AMOUNT OF SUCH EXCESS SHALL BE
RELEASED TO THE SELLER.
(C)
IN ADDITION TO INDEMNIFYING THE PURCHASER
IN RESPECT OF ANY BREACHES OF THE REPRESENTATIONS, WARRANTIES, COVENANTS AND
INDEMNITIES PROVIDED FOR HEREIN AND IN THE PURCHASE AGREEMENT IN RESPECT OF
TAXATION MATTERS, THE WARRANTORS (AS DEFINED ON SCHEDULE 1-A) SHALL SPECIFICALLY
INDEMNIFY THE PURCHASER AGAINST ANY AND ALL TAX LIABILITIES IN RESPECT OF THE
PERIOD FROM JANUARY 1, 2007 THROUGH CLOSING, INCLUDING, WITHOUT LIMITATION, ANY
SUCH LIABILITIES IDENTIFIED IN ANY TAX AUDIT CONDUCTED AFTER CLOSING.
NOTWITHSTANDING ANY OTHER INDEMNIFICATION PROVISIONS CONTAINED HEREIN OR IN THE
PURCHASE AGREEMENT, THE SELLER AND/OR THE REPLACING HOLDER SHALL PROVIDE PAYMENT
IN FULL IN IMMEDIATELY AVAILABLE FUNDS OF ANY AMOUNT EQUAL TO ANY SUCH
ADDITIONAL TAX LIABILITIES NO LATER THAN 15 DAYS FOLLOWING RECEIPT BY THE TARGET
OF SUCH AUDIT DETERMINATION.
4.
APPROVALS.
EACH OF THE PURCHASER, THE
EXISTING HOLDER, THE SELLER, THE GUARANTOR, THE REPLACING HOLDER AND THE TARGET
HEREBY WARRANTS AND CONFIRMS THAT IT HAS RECEIVED