TRUST DEED RELATING TO U.S.$60,000,000 5.0 PER CENT. CONVERTIBLE NOTES DUE 2012 ------------------------------------------------------------------------------- CONTENTSBMB Munai Inc • July 19th, 2007 • Crude petroleum & natural gas • New York
CONTENTS Clause Page 1. Interpretation.......................................................1 2. Appointment of the Agents............................................3 3. The Notes............................................................4 4....BMB Munai Inc • July 19th, 2007 • Crude petroleum & natural gas
CONTENTS Clause Page 1. Interpretation.......................................................2 2. Issue Of The Notes...................................................4 3. Representations And Warranties By The Issuer.........................5 4....Placement Agreement • July 19th, 2007 • BMB Munai Inc • Crude petroleum & natural gas
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 19th, 2007 • BMB Munai Inc • Crude petroleum & natural gas • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 13, 2007, by and among BMB MUNAI, INC., a Nevada corporation (the “Company”), and BAYERISCHE HYPO-UND VEREINSBANK AG, as sole bookrunner (the “Bookrunner”), pursuant to that certain Placement Agreement, dated July 4, 2007 (the “Placement Agreement”), between the Company and the Bookrunner, which provides for, among other things, the issuance by the Company of U.S.$60,000,000 aggregate principal amount of the Company’s 5.0 per cent. Convertible Notes due 2012 (the “Initial Securities”). The Initial Securities are issued under a trust deed, dated July 13, 2007 (as amended or supplemented from time to time, the “Trust Deed”), between the Company and BNY Corporate Trustee Services Limited, as trustee. Pursuant to the Trust Deed, the Company is required to, among other things, commence an offer (the “Initial Offer”) to the holders of the Initial Securities to exchange any and all of the Initial Securit
