# DOMINICAN REPUBLIC

SPECIMEN NOTE - MULTIPLE DISBURSEMENT GRID NOTE

MEDIUM TERM SINGLE BUYER INSURANCE POLICY (the APolicy@)

**\[This specimen form of note allows for alternative floating reference
rates (e.g. LIBOR, Treasury, Prime) or a fixed rate. It also contains
standard alternative interest rates to be effective under certain
circumstances (e.g. illegality, inability to quote, etc.).\]**

**THIS FORM OF NOTE MAY BE USED ONLY FOR INSURANCE TRANSACTIONS IN [THE
DOMINICAN REPUBLIC]{.underline}.**

**\[Name of Buyer\]**

MULTIPLE DISBURSEMENT

GRID PROMISSORY NOTE

US\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, \_\_\_\_[^1]

Capitalized terms are used in this Note shall have the meaning specified
in Paragraph 7, below or in other provisions of this Note.

1\. **Promise to Pay**. FOR VALUE RECEIVED, **\[name and address of the
Buyer\]** (the \"Maker\")[^2], a company validly existing under the laws
of the Dominican Republic, with its main domicile and offices at
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, duly represented by Mr./Ms.
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, who is Dominican, of legal age, Business
Executive, bearer of the Personal Identification Card No.
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, by this promissory note (this
\"Note\") hereby unconditionally promises to pay to the order of
**\[Lender\]** (the \"Lender\") at **\[name and address of a banking
institution in United States that is authorized to accept deposits\]**
the principal sum of \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ United States
Dollars **\[and \_\_\_\_\_\_ cents\]** (US\$\_\_\_\_\_\_\_ )[^3] ( or
such lesser amount as shall be advanced by the Lender to Maker and
evidenced hereby as set forth on the grid attached hereto as Schedule 1)
in installments as hereinafter provided and to pay interest on the
principal balance hereof from time to time outstanding, as hereinafter
provided, at the Applicable Interest Rate.

2\. **Payments.**[^4] A. [Principal]{.underline}. The principal hereof
shall be paid in \_\_\_\_\_\_\_\_\_\_\_\_\_ (\_\_\_\_\_) installments
due and payable on each Payment Date, commencing on
\_\_\_\_\_\_\_\_\_\_\_\_\_ \[5-25\], \_\_\_\_. Each installment shall be
in an amount equal to\_\_\_\_\_\_\_ percent ( \_\_\_\_%) of the fully
disbursed original principal amount of this Note; provided that, on the
last Payment Date, the Maker shall repay in full the principal amount
hereof then outstanding.

B. [Interest]{.underline}. Interest on this Note is payable on each
Payment Date, beginning on \_\_\_\_\_\_\_\_\_\_\_\_\_[^5] \_\_\_\_.
Interest will be calculated on the basis of the actual number of days
elapsed (including the first day, but excluding the last day) over a
year of 360 days.

C. [Default Interest]{.underline}. In the event that any amount of the
principal hereof or accrued interest on this Note is not paid in full
when due (whether at stated maturity, by acceleration or otherwise), the
Maker shall pay to the Lender, on demand, interest on such unpaid amount
(to the extent permitted by applicable law) for the period from the date
such amount was due until such amount shall have been paid in full at an
interest rate per annum equal to ([x]{.underline}) \_\_\_% per annum
above the then Applicable Interest Rate until the end of the then
current Interest Period, and ([y]{.underline}) **\[Lender to specify
rate\].**[^6] **\[It is agreed by means of this Note that upon the
occurrence of any of the events of defaults stated in Section
\_\_\_\_\_\_\_\_\_\_\_\_ of the Credit Agreement (\"Events of Default\")
dated \_\_\_\_\_\_\_\_\_\_ between the Maker and the Lender \[include
any guarantors that are party to such agreement\], the Lender shall have
preferred rights and the option of expediting the enforcement of this
Note, which will become immediately due and payable in full without
notice or demand.\]**[^7]

From and after the Eximbank Claim Payment Date, in the event any amount
of principal of or accrued interest on this Note owing to Eximbank is
not paid in full when due (whether at stated maturity, by acceleration
or otherwise), the Maker shall pay to Eximbank, on demand, interest on
such unpaid amount (to the extent permitted by applicable law) for the
period from the date such amount was due until such amount shall have
been paid in full, at an interest rate per annum equal to one percent
(1%) per annum above the then Applicable Interest Rate.

D. [Other]{.underline}. All payments (including, without limitation,
prepayments) received under this Note shall be applied in the manner and
order of priority determined by the Lender or other holder hereof in its
sole discretion.

Whenever any payment falls due on a day which is not a Business Day, the
due date for payment shall be extended to the next following Business
Day.

All payments to be made by the Maker under this Note shall be made in
United States Dollars in immediately available and freely transferable
funds no later than 11:00 A.M. (New York City time) on the date on which
due, without set-off, counterclaim, deduction, withholding on account of
taxes levied or imposed under the laws of the Government of **\[Buyer=s
Country\]** restrictions and conditions of whatever nature.

3\. **Prepayments**. The Maker may from time to time prepay on any
Payment Date all or part of the principal amount of this Note,
*provided* that: (a) any partial prepayment shall be in a minimum
principal amount of **\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_** Dollars **\[and
\_\_\_\_\_ cents\]** (US\$\_\_\_\_\_)[^8]; (b) the Maker shall have
given the Lender at least ten (10) days\' prior written notice of the
prepayment (which notice shall be irrevocable); and (c) the Maker shall
have paid in full all amounts due under this Note as of the date of such
prepayment, including interest which has accrued to the date of
prepayment on the amount prepaid.

4\. **Acceleration.** [^9] Upon default in the prompt and full payment
of any installment of principal of, or the interest on, this Note, the
entire outstanding principal amount hereof and interest on the Note to
the date of payment shall immediately become due and payable at the
option and upon the demand of the holder hereof.

5\. **Waivers**. The Maker hereby waives demand, diligence, presentment,
protest and notice of every kind, and warrants to the holder that all
action and approvals required for the execution and delivery hereof as a
legal, valid and binding obligation of the undersigned, enforceable in
accordance with the terms hereof, have been duly taken and obtained. The
failure of the holder hereof or of Ex-Im Bank to exercise any of its
rights hereunder in any instance shall not constitute a waiver thereof
in that or any other instance. By signing this Note, the Maker expressly
waives its rights to invoke against the Lender the statute of
limitations applicable to any Note executed in the Dominican Republic
and payable abroad as set forth in Article 160 of the Dominican Commerce
Code.

In the event that the Lender shall institute proceedings related to the
execution, interpretation or enforceability hereof, the Maker expressly
and irrevocably waives the requirement that the Lender deposit the
"judicatum solvi" bond provided in Article 16 of the Civil Code of the
Dominican Republic, and in Articles 166 and 167 of the Code of Civil
Procedure of the Dominican Republic, for transient foreigners who
initiate actions before courts of the Dominican Republic, with the
understanding that: (a) the Lender is a fully solvent financial
institution, with the ability to compensate the Maker fully for any
procedural costs or others which could be derived from a possible
litigation; and (b) the Dominican Constitution guarantees the right to
obtain an expeditious decision in the courts of the Dominican Republic
without regard to nationality, origin or condition.

6\. **Costs.** To the maximum extent permitted by law, the Maker agrees
to pay on demand all costs and expenses of the holder hereof that are
incurred in connection with the enforcement of this Note, including, but
not limited to, reasonable fees and expenses of counsel.

7\. **Definitions.**

A. [Applicable Interest Rate]{.underline}. shall mean: (i) Prior to the
Eximbank Claim Payment Date and with respect to any Interest
Period[^10]:

> \(a\) the Reference Rate (as defined below) plus **\[or minus\]**
> \_\_\_% ;or
>
> \(b\) if the Lender shall have determined (which determination shall
> be conclusive and binding for all purposes, absent manifest error),
> prior to the commencement of any Interest Period that: (a) by reason
> of circumstances affecting the relevant market, adequate and fair
> means do not exist for ascertaining the Reference Rate for an Interest
> Period; or (b) the relevant Reference Rate used to determine the rate
> of interest does not cover the funding cost to the Lender of making or
> maintaining the disbursements evidenced hereby, then the Lender, so
> long as such condition shall exist, shall give notice to the Maker of
> the rate of interest which the Lender determines is equal to
> \_\_\_\_\_% above the **\[Lender to specify\]** (expressed as an
> annual rate), and interest shall accrue during each applicable
> Interest Period at the rate set forth in the notice; or
>
> \(c\) if, in the Lender\'s reasonable judgment, it becomes unlawful at
> any time for the Lender to make or maintain disbursements based upon
> the Reference Rate, the Lender, so long as such condition shall exist,
> shall give notice to the Maker of the rate of interest which the
> Lender determines is equal to \_\_\_\_\_% above the **\[Lender to
> specify\]** (expressed as an annual rate), and interest shall accrue
> during each applicable Interest Period at the rate set forth in such
> notice.

\(ii\) From and after the Eximbank Claim Payment Date, Special LIBOR
plus \_\_\_\_%[^11].

B. [Business Day]{.underline}[^12] shall mean any day **\[on which
dealings in Dollar deposits are carried on in the London interbank
market and\]** on which the Federal Reserve Bank of New York **\[and
commercial banks in London and New York City are\]**/**\[is\]** open for
domestic and foreign exchange

C. [Eximbank]{.underline} shall mean the Export-Import Bank of the
United States, an independent agency of the United States.

D. [Eximbank Claim Payment Date]{.underline} shall mean the date on
which Eximbank pays a claim to the Lender under its Medium Term Single
Buyer **\[Policy/Commitment No.\_\_\_\_\_\_\_\_\_\_\_\_\_\]**[^13] .

E. [Interest Period]{.underline} shall mean the period commencing on
\_\_\_\_\_\_\_\_\_\_\_\_\_ and extending up to, but not including, the
next Payment Date and thereafter, the period commencing on each Payment
Date and extending up to, but not including, the next Payment Date.

F. [Payment Date]{.underline} shall mean each \_\_\_\_\_\_ and
\_\_\_\_\_, commencing on \_\_\_\_\_\_, \_\_\_\_\_.

G. [Reference Rate]{.underline} shall mean **\[See Attachment\]**.[^14]

H. [Special LIBOR]{.underline}[^15] shall mean, with respect to any
Interest Period, the rate of interest per annum specified as the London
Interbank Offered Rate (LIBOR) on the Reuters Decision 2000 application
under the Price History Display in effect on the day two Business Days
prior to the first day of the relevant Interest Period for a term
similar to the term of such Interest Period; *provided* that if no rate
is specified for such day, the applicable rate shall be the rate
specified for the immediately preceding day for which a rate is
specified, and if more than one rate is specified, the applicable rate
shall be the highest of all such rates.

**8. Other Provisions.**

A**. FOR THE PURPOSE OF ANY LEGAL PROCEEDING IN THE DOMINICAN REPUBLIC,
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE DOMINICAN REPUBLIC.**

**FOR THE PURPOSE OF ANY LEGAL PROCEEDING IN THE STATE OF NEW YORK, THIS
NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.**

B. To the extent permitted by applicable law, the illegality or
unenforceability of any provision of this Note shall not in any way
affect or impair the legality or enforceability of the remaining
portions of this Note.

C. Captions contained in this Note are for convenience only and do not
affect the meaning of any provision hereof.

D. This Note is made in **\[city, state/provence, country\]** as of the
date first written above.

\[Buyer\]

By \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(Signature)[^16]

Name \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(Print)

Title \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(Print)

**FOR VALUE RECEIVED**, the undersigned, as primary obligor, hereby
unconditionally and irrevocably guarantees the full, prompt and complete
payment when due (whether at scheduled maturity, by reason of
acceleration or otherwise) of the principal of, and interest on, the
foregoing promissory note, and hereby waives acceptance, diligence,
presentment, demand, protest and notice of every kind whatsoever
(including, without limitation, notice of default or non-payment), as
well as any requirement that the holder exhaust any right or take any
action against the Maker of such note, and hereby consents to any
extension of time, renewal and other modification of such note. This is
a continuing, absolute and unconditional guarantee of payment and not
merely of collection, **\[for which the full faith and credit of
\_\_\_\_\_\_\_\_\_\_\_\_ is pledged\]**[^17]. To the maximum extent
permitted by applicable law, the undersigned hereby waives all defenses
of a surety or guarantor to which it might be entitled in law, equity or
otherwise.

\[Name of Guarantor\]

By:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Signature[^18]

Name:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Print

Title:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Print

Schedule 1

to

Multiple Disbursement

Grid Promissory Note

of

**\[Buyer=s Name\]**

Dated \_\_\_\_\_\_\_\_\_, \_\_\_\_\_\_.

**Disbursement Date**[^19]

**Principal Amount**

**Advanced**

**Signature of Authorized Officer of Lender**

**(SPECIMEN NOTE RATE ATTACHMENT)**

This Attachment contains several specimen interest rates which may be
used as the Reference Rate. If the interest rate is based on a Reference
Rate which is NOT the same as one of those defined in this Attachment,
then the Lender uses such rate at its own risk and such note will not be
a note in the form provided by Eximbank for purposes of the Policy.

1\. Reference Rate based on LIBOR: Choose [one]{.underline} of the
following:

[Reference Rate]{.underline} shall mean, in relation to any Interest
Period, the rate of interest per annum (rounded upward, if necessary, to
the nearest 1/16 of 1%) quoted by the principal London office of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_ **\[Lender to specify, e.g., Athe Lender@
or Aan affiliate of the Lender designated by the Lender@ or ACitibank,
N.A.@ or ABank of America, N.A.@\]** for offering to leading banks in
the London interbank market of United States Dollar deposits at
approximately 11:00 a.m. (London time) two Business Days prior to the
first day of such Interest Period for a period and in an amount
comparable to such Interest Period and the principal amount upon which
interest is to be paid during such Interest Period.

**OR**

[Reference Rate]{.underline} shall mean, in relation to any Interest
Period, the rate of interest per annum (rounded upward, if necessary, to
the nearest 1/16 of 1%) specified as the London Interbank Offered Rate
(LIBOR) in the Wall Street Journal under the table entitled AMoney
Rates@ as of approximately 11:00 a.m. (London time) two Business Days
prior to the first day of such Interest Period for a period and in an
amount comparable to such Interest Period and the principal amount upon
which interest is to be paid during such Interest Period.

**OR**

[Reference Rate]{.underline} shall mean, in relation to any Interest
Period, the rate of interest per annum (rounded upward, if necessary, to
the nearest 1/16 of 1%) specified as the London Interbank Offered Rate
(LIBOR) in the Reuters Decision 2000 application under the Price History
Display in effect at approximately 11:00 a.m. (London time) two Business
Days prior to the first day of such Interest Period for a period and in
an amount comparable to such Interest Period and the principal amount
upon which interest is to be paid during such Interest Period.

**OR**

[Reference Rate]{.underline} shall mean, in relation to any Interest
Period, the rate of interest per annum (rounded upward, if necessary, to
the nearest 1/16 of 1%) specified as the London Interbank Offered Rate
(LIBOR) on the Telerate Screen, page 3750, at approximately 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest
Period for a period and in an amount comparable to such Interest Period
and the principal amount upon which interest is to be paid during such
Interest Period.

2\. Reference Rate based on Prime: Choose one of the following:

[Reference Rate]{.underline} shall mean, in relation to any Interest
Period, the rate of interest per annum announced publicly by **\[Lender
to specify,** **e.g., Athe Lender@ or ABank of America, N.A.@ or
ACitibank, N.A.@\]** as its APrime Rate@ and in effect two Business Days
prior to the first day of such Interest Period.

**OR**

[Reference Rate]{.underline} shall mean, in relation to any Interest
Period, the rate of interest per annum specified as the Prime Rate in
the Wall Street Journal under the table entitled AMoney Rates@ as of two
Business Days prior to the first day of such Interest Period.

3\. Reference Rate based on U.S. Treasuries: Choose [one]{.underline} of
the following

[Reference Rate]{.underline} shall mean, in relation to any Interest
Period, the rate of interest per annum equal to the sum (rounded
upwards, if necessary, to the next 0.001%) of the then current yield to
maturity of the fixed rate U.S. Treasury securities with a remaining
term to maturity approximating the then weighted average life to
maturity of this Note, (not less than six months), as specified in
­­\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ as of two Business Days prior
to the first day of such Interest Period.

[Reference Rate]{.underline} shall mean, in relation to any Interest
Period, the rate of interest per annum equal to the current yield to
maturity specified in the Federal Reserve Statistical Release H.15 (519)
Selected Interest Rates for Treasury Bills under the category entitled
AU.S. Government Securities, Treasury Constant Maturities@, as of two
Business Days prior to the first day of such Interest Period for U.S.
Treasuries securities having a remaining maturity (not less than six
months) approximating the then average life to maturity of this Note.

[^1]: The Policy requires that this date must be within 30 days of the
    date of shipment.

[^2]: Buyer and the Maker are the same Person.

[^3]: The principal amount should be the [financed portion]{.underline}
    as specified in the Policy.

[^4]: The Policy requires that principal installments be approximately
    equal and interest be paid concurrently with principal.

[^5]: Insert a date between the 5th and 25th of the applicable month.

[^6]: **The Lender has the option to delete this paragraph.**

[^7]: Include the bracketed text only if the Lender will also use a
    Lender Credit Agreement to evidence the obligation and such credit
    agreement includes events of default.

[^8]: Lender to insert minimum prepayment amount. Eximbank does not
    permit the Lender to include a mandatory prepayment provision for
    market disruption, illegality or any other event that the Lender
    anticipates may make it impossible for the Credit to be maintained
    on the terms originally agreed upon by the Lender, the Buyer and
    Eximbank.

[^9]: All notes must contain an acceleration clause substantially the
    same as this provision granting, as between the Maker and the note
    holder, the right to accelerate. However, under most Medium Term
    Policies the Lender may **not** accelerate without Eximbank consent.

[^10]: If this is a Fixed Rate Note, delete subparagraphs (a), (b) and
    (c) and insert the following: Aa per annum rate equal to **\[Lender
    to specify\]** percent (\_\_\_\_\_%).@

[^11]: **All references to Special LIBOR remain even if the Lender**=**s
    interest rate is not based on LIBOR.**

[^12]: **The bracketed text must be used if the Reference Rate is a
    \"LIBOR\" based rate.**

[^13]: The Commitment number may be used if the Policy is not issued by
    the date of signing.

[^14]: Delete and correct alphabetizing if Fixed Rate is used.

[^15]: The provisions in this Note relating to Special LIBOR should be
    included in all notes.

[^16]: Personal Makers should sign in their personal capacities only.
    Corporate Makers should sign only in their corporate capacities with
    proper reference to their corporate titles. If any person other than
    an officer of the Maker signs the Note, proof of authority must be
    attached.

[^17]: 1Use only if Guarantor is sovereign.

[^18]: 2Personal guarantors should sign in a personal capacity.
    Corporate guarantors should signing in the corporate capacitates
    with proper reference to their corporate titles. If any person other
    than an officer of the guarantor signs the guarantee, then proof of
    authority must be attached.

[^19]: 1Each disbursement must be separately listed in this grid,
    including disbursements made on the same day.