**Execution Copy**

**MASTER GUARANTEE AGREEMENT**

(Long Term Credits)

**dated as of \_\_\_\_\_\_\_\_\_\_\_\_, 20\_\_**

between

**\[\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\]**,

as Lender

and

**EXPORT-IMPORT BANK OF THE UNITED STATES**

**MGA No. \_\_\_\_\_\_ - L**

LENDER INFORMATION

(MGA No. \_\_\_\_\_ - L)

\(1\) Full Name of Lender:

\(2\) Type of Entity (e.g., national association, corporation,
partnership, etc.):

\(3\) Jurisdiction of Organization of Lender and, if different, its
ultimate parent company (i.e., where incorporated or equivalent):

\(4\) Notice Information (Unless otherwise specified in a notice
delivered in accordance with Section 10.02 of this Agreement, all
notices to the Lender shall be delivered to the following address):

Address:

Attention:

Fax:

Telephone:

Telex:

E-mail:

The parties set forth below have caused the Master Guarantee Agreement
(Long Term Credits) to be duly executed and delivered as of the date set
forth on the cover page hereto.

EXPORT-IMPORT BANK OF THE UNITED STATES

> By:
>
> (Signature)
>
> Name:
>
> (Print)
>
> Title:
>
> (Print)

LENDER:

> (Print Full Name of Lender)
>
> By: [^1]
>
> (Signature)
>
> Name:
>
> (Print)
>
> Title:
>
> (Print)
>
> By:
>
> (Signature)
>
> Name:
>
> (Print)
>
> Title:
>
> (Print)\]

MGA No. \_\_\_\_\_ - L

TABLE OF CONTENTS

LENDER
INFORMATION.......................................................preceding
this Table of Contents

SIGNATURE
PAGE............................................................\...preceding
this Table of Contents

[BACKGROUND RECITALS 1](#__RefHeading___Toc526768638)

[1.01 Defined Terms 1](#__RefHeading___Toc526768639)

[1.02 Principles of Construction 9](#__RefHeading___Toc526768640)

[SECTION 2. APPROVAL OF TRANSACTIONS; CREDIT AND DISBURSEMENT
REQUIREMENTS 9](#__RefHeading___Toc526768641)

[2.01 Applications and Approvals 9](#__RefHeading___Toc526768642)

[(a) Request for Ex-Im Bank Approval 9](#__RefHeading___Toc526768643)

[(b) Ex-Im Bank Approval and Political Risk Transactions
10](#__RefHeading___Toc526768644)

[2.02 Amount and Use of Credits 10](#__RefHeading___Toc526768645)

[2.03 Principal Repayments 11](#__RefHeading___Toc526768646)

[2.04 Interest Payments 11](#__RefHeading___Toc526768647)

[(a) Payments to the Lender 11](#__RefHeading___Toc526768648)

[(b) Payments to Ex-Im Bank 11](#__RefHeading___Toc526768649)

[2.05 Interest Rate Switches and the Switch Option
11](#__RefHeading___Toc526768650)

[2.06 Disbursement Requirements 12](#__RefHeading___Toc526768651)

[2.07 Evidence of Debt 12](#__RefHeading___Toc526768652)

[(a) Generally 12](#__RefHeading___Toc526768653)

[(b) Single Disbursement Notes and Serial Notes
12](#__RefHeading___Toc526768654)

[(c) Global Notes 13](#__RefHeading___Toc526768655)

[SECTION 3. GUARANTEE ELIGIBILITY REQUIREMENTS
13](#__RefHeading___Toc526768656)

[3.01 Cash Payment 13](#__RefHeading___Toc526768657)

[3.02 Local Costs 13](#__RefHeading___Toc526768658)

[3.03 Progress Payments 13](#__RefHeading___Toc526768659)

[3.04 Ancillary Services 13](#__RefHeading___Toc526768660)

[3.05 Amount 14](#__RefHeading___Toc526768661)

[3.06 Exposure Fee 14](#__RefHeading___Toc526768662)

[SECTION 4. THE GUARANTEES 14](#__RefHeading___Toc526768663)

[4.01 The Guarantee 14](#__RefHeading___Toc526768664)

[4.02 Coverage of the Guarantee 14](#__RefHeading___Toc526768665)

[4.03 Binding Guarantees 14](#__RefHeading___Toc526768666)

[4.04 Timely Demand 15](#__RefHeading___Toc526768667)

[4.05 No Amendment 15](#__RefHeading___Toc526768668)

[4.06 No Acceleration Without Consent 15](#__RefHeading___Toc526768669)

[4.07 Revocation of Borrower's Payment 15](#__RefHeading___Toc526768670)

[4.08 Payment Method 15](#__RefHeading___Toc526768671)

[SECTION 5. ISSUANCE OF GUARANTEES 16](#__RefHeading___Toc526768672)

[5.01 General 16](#__RefHeading___Toc526768673)

[5.02 Guarantee Certificates 16](#__RefHeading___Toc526768674)

[5.03 Guarantee Legends and Guaranteed Note Certificates
16](#__RefHeading___Toc526768675)

[5.04 Replacement Notes 17](#__RefHeading___Toc526768676)

[(a) Mutiliation, Loss, Theft or Destruction, Etc.
17](#__RefHeading___Toc526768677)

[(b) Switch Option 17](#__RefHeading___Toc526768678)

[5.05 Note Completion 19](#__RefHeading___Toc526768679)

[SECTION 6. CONDITIONS PRECEDENT 20](#__RefHeading___Toc526768680)

[6.01 Conditions Precedent to the Effectiveness of this Agreement
20](#__RefHeading___Toc526768681)

[6.02 Conditions Precedent 20](#__RefHeading___Toc526768682)

[SECTION 7. COMMITMENT FEES AND PAYMENT METHOD
20](#__RefHeading___Toc526768683)

[7.01 Commitment Fees 20](#__RefHeading___Toc526768684)

[7.02 Method of Payment 20](#__RefHeading___Toc526768685)

[SECTION 8. CLAIM PROCEDURES 21](#__RefHeading___Toc526768686)

[8.01 Failure to Pay 21](#__RefHeading___Toc526768687)

[8.02 Demand on Ex-Im Bank 21](#__RefHeading___Toc526768688)

[8.03 Assignment to Ex-Im Bank 22](#__RefHeading___Toc526768689)

[8.04 Conditions of Guarantee 23](#__RefHeading___Toc526768690)

[8.05 Payment by Ex-Im Bank 23](#__RefHeading___Toc526768691)

[8.06 Rights After Payment by Ex-Im Bank
24](#__RefHeading___Toc526768692)

[SECTION 9. UNDERTAKINGS OF THE LENDER 24](#__RefHeading___Toc526768693)

[9.01 Register 24](#__RefHeading___Toc526768694)

[9.02 Notices 25](#__RefHeading___Toc526768695)

[9.03 Prohibited Amendments 25](#__RefHeading___Toc526768696)

[9.04 Delivery of Documents 26](#__RefHeading___Toc526768697)

[9.05 Payments Following Demand on Ex-Im Bank
26](#__RefHeading___Toc526768698)

[9.06 Transfer of Rights, Duties, and Responsibilities under this
Agreement 26](#__RefHeading___Toc526768699)

[9.07 Indemnification 26](#__RefHeading___Toc526768700)

[SECTION 10. MISCELLANEOUS 27](#__RefHeading___Toc526768701)

[10.01 Governing Law; Waiver of Jury Trial
27](#__RefHeading___Toc526768702)

[10.02 Notices 27](#__RefHeading___Toc526768703)

[(a) Notices to the Lender 27](#__RefHeading___Toc526768704)

[(b) Notices to the Lender 27](#__RefHeading___Toc526768705)

[(c) Notices to a Noteholder 28](#__RefHeading___Toc526768706)

[(d) Notices to a Certificate Holder 28](#__RefHeading___Toc526768707)

[10.03 Computations 28](#__RefHeading___Toc526768708)

[10.04 Benefit of Agreement 28](#__RefHeading___Toc526768709)

[10.05 Entire Agreement 28](#__RefHeading___Toc526768710)

[10.06 Amendment or Waiver 28](#__RefHeading___Toc526768711)

[(a) Amendment or Waiver of this Agreement
28](#__RefHeading___Toc526768712)

[(b) Amendment or Waiver of an Ex-Im Bank Approval
28](#__RefHeading___Toc526768713)

[10.07 Termination 28](#__RefHeading___Toc526768714)

[10.08 Suspension and Cancellation by Ex-Im Bank
29](#__RefHeading___Toc526768715)

[10.09 Reliance on Lender's Evidence of Authority
29](#__RefHeading___Toc526768716)

[10.10 Counterparts 29](#__RefHeading___Toc526768717)

[10.11 English Language 29](#__RefHeading___Toc526768718)

[10.12 Severability 29](#__RefHeading___Toc526768719)

Annex A - Form of Request for Ex-Im Bank Approval

Exhibit A-1 - Form of Fee Letter

Annex B - Form of Ex-Im Bank Approval

Annex C-1 - Form of Guarantee Legend

Annex C-2 - Form of Guaranteed Note Certificate

Annex D - Form of Request for Guarantee

Annex E - Form of Assignment of Credit

Annex F - Form of Payment Certificate

THIS MASTER GUARANTEE AGREEMENT (LONG TERM CREDITS) is made by and
between the Lender specified on the Lender Information sheet preceding
the table of contents to this Agreement, and the Export-Import Bank of
the United States, an agency of the United States of America ("Ex-Im
Bank"). Capitalized terms used herein shall be defined as provided in
Section 1.

BACKGROUND RECITALS[]{#__RefHeading___Toc526768638 .anchor}

WHEREAS:

\(A\) the Lender intends to establish export financing Credits, pursuant
to which the Lender shall extend financing guaranteed by Ex-Im Bank for
the benefit of Borrowers approved by Ex-Im Bank under transactions, each
of which: (i) shall provide for the purchase of Goods and/or Services in
the United States for export to the Purchaser's Country; (ii) may
provide for the purchase of Local Cost Goods and Services in the
Purchaser's Country; and (iii) may provide for the payment of the
related Exposure Fees;

\(B\) the establishment of the Credits will facilitate exports from the
United States to the Purchaser's Country;

\(C\) a condition to the Lender's extension of each Credit is the
availability of the Guarantee; and

\(D\) a condition to the issuance of the Guarantee with respect to each
Credit is the satisfaction of the terms and conditions of this
Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:

SECTION 1. DEFINITIONS AND PRINCIPLES OF CONSTRUCTION

1.01 [Defined Terms]{.underline}.[]{#__RefHeading___Toc526768639
.anchor} For the purposes of this Agreement, the following terms shall
have the meanings specified below.

"Accelerated Payment" shall have the meaning set forth in Section
8.05(c).

"Accelerated Payment Method" shall have the meaning set forth in Section
8.05(c).

"Acquisition List" shall have the meaning set forth in the relevant
Credit Agreement for each Credit.

"Agreement" shall mean this Master Guarantee Agreement (Long Term
Credits), including any Annex, Exhibit or other attachment hereto, as
amended or otherwise modified from time to time.

"Amended Exporter's Certificate" shall mean any Exporter's Certificate
amending any previously delivered Exporter's Certificate.

"Ancillary Services" shall have the meaning set forth in Section
3.04(a).

"Ancillary Services Provider" shall mean the Person who provides
Ancillary Services.

"Banking Services" shall mean, with respect to each Transaction, the
services the Lender provides, in its capacity as a lender, in connection
with the relevant Credit.

"Borrower" shall mean the Person specified as such in an Ex-Im Bank
Approval.

"Borrower's Country" shall mean the country specified as such in an
Ex-Im Bank Approval.

"Business Day" shall mean either (a) solely for purposes of the
definitions of "LIBOR" and "Special LIBOR", 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 open for domestic and foreign exchange
business[^2] or (b) for all other purposes (unless otherwise specified
herein or agreed to in writing by Ex-Im Bank), any day on which the
Federal Reserve Bank of New York is open for business.

"Buyer Credit" shall mean a Credit established by means of a loan
extended by the Lender directly to a Borrower and evidenced by a Credit
Agreement and a Note, which names the Lender as sole payee.

"Cash Payment" shall mean the payment that a Borrower is required to
make pursuant to Section 3.01.

"Certificate Holder" shall mean the Person listed as the holder of a
Payment Certificate on the registry books maintained by Ex-Im Bank.

"Commitment Fee" shall have the meaning set forth in Section 7.01.

"Comprehensive Guarantee" shall mean a Guarantee providing for
compensation by Ex-Im Bank under such Guarantee for failures in payment
of the relevant Guaranteed Amount, regardless of the cause of the
default.

"Credit" shall mean an export financing credit established by the Lender
for which Ex-Im Bank has issued an Ex-Im Bank Approval.

"Credit Agreement" shall mean, with respect to a Transaction, a credit
agreement among the Borrower, any Guarantor, the Lender, and Ex-Im Bank,
in form and substance satisfactory to Ex-Im Bank, setting forth the
terms and conditions of the Credit.

"Demand Date" shall have the meaning set forth in Section 8.05(a).

"Disbursement" shall mean either a Reimbursement or an L/C Payment,
together with, if the Exposure Fee is financed under the Credit, any
Exposure Fee payment made in connection therewith.

"Disbursement Date" shall mean, in relation to any Disbursement, the
Business Day on which the Lender shall make such Disbursement.

"Disbursement Payment Method" shall have the meaning set forth in the
MGA Political Risk Supplement (if any).

"Disbursement Percentage" shall mean, with respect to any Supply
Contract, the percentage, if any, specified in Part A of the relevant
Exporter's Certificate.

"Event of Default" shall mean an Event of Default as such term is
defined in the relevant Credit Agreement.

"Ex-Im Bank Application" shall have the meaning set forth in Section
2.01(a)(i).

"Ex-Im Bank Approval" shall have the meaning set forth in Section
2.01(b).

"Ex-Im Bank Transaction Number" shall mean the number specified as such
in the relevant Ex-Im Bank Approval.

"Exporter" shall mean any Person specified as such in an Ex-Im Bank
Approval or otherwise approved by Ex-Im Bank.

"Exporter's Certificate" shall mean the exporter's certificate in the
form set forth in Annex B to the Credit Agreement, or in such other form
as Ex-Im Bank shall require from time to time.

"Exposure Fee" shall mean, in connection with each Transaction, a risk
premium in the amount specified as such in the relevant Ex-Im Bank
Approval. In the event of any refund of any portion of an Exposure Fee
in accordance with the terms and conditions of a Credit Agreement, the
Exposure Fee shall mean the original Exposure Fee less the amount of any
such refund.

"External Indebtedness" shall mean, with respect to any Borrower, any
obligation (whether present or future, actual or contingent, secured or
unsecured, as principal, surety or otherwise) for the payment or
repayment of money, which obligation is denominated (or is payable at
the option of the payee) in a currency other than that of the
Borrower\'s Country.

"Federal Funds Rate" shall mean, for any period, a fluctuating interest
rate per annum equal for each day during such period to the weighted
average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers,
as published for such day (or, if such a day is not a Business Day, for
the next preceding Business Day) by the Board of Governors of the
Federal Reserve System in Statistical Release H.15 (519) or any
successor publication thereto, or, if such rate is not published for any
day which is a Business Day, the rate specified as the "offered" Federal
funds rate on such day in The Wall Street Journal (Eastern Edition,
U.S.) under the table entitled "Money Rates".

"Fee Letter" shall have the meaning set forth in Section 7.01(a)(ii).

"Final Disbursement Date" shall mean the date specified as such in an
Ex-Im Bank Approval; or, if earlier, the date on which the full
remaining balance of the Credit is cancelled pursuant to the Credit
Agreement for a Transaction.

"Financed Portion" shall mean the portion of the Net Contract Price of
the Goods and Services that may be covered under the Guarantee in
accordance with Sections 3.05(a).

"Financial Advisor Services" shall mean, with respect to each
Transaction, services of a financial intermediary or advisor, provided
that such Person has been retained by the Borrower, the Lender, any
Guarantor or Ex-Im Bank and such services relate to assisting the
Borrower or any Guarantor in obtaining, structuring and/or meeting the
financial requirements of the relevant Credit or assisting Ex-Im Bank in
its analysis of the relevant Credit, any underlying project and/or the
business of the Borrower or any Guarantor.

"Fixed Rate Note" shall mean a Note bearing interest at a fixed rate.

"Floating Rate Note" shall mean a Note bearing interest at a floating
rate.

"Foreign Content" shall mean, with respect to any Supply Contract, the
amount representing the foreign content in such contract as specified in
Section 2 of the relevant Ex-Im Bank Approval. Ex-Im Bank shall
determine what does and does not constitute Foreign Content, and such
determination, in the absence of manifest error, shall be conclusive and
binding for all purposes.

"Foreign Currency Guarantee" shall mean a Guarantee issued pursuant to
an MGA Foreign Currency Supplement.

"Fractional Amount" shall mean the amount calculated by dividing (a) the
amount of a Disbursement with respect to a Credit by (b) the number of
principal installments specified in the relevant Ex-Im Bank Approval.

"Global Note" shall mean an installment promissory note evidencing in
the aggregate all Disbursements under a Credit.

"Goods" shall mean goods specified in the relevant Ex-Im Bank Approval,
as described in greater detail in the relevant Acquisition List, that
are purchased in the United States under a Supply Contract and exported
from the United States to the Purchaser's Country; *provided*, that
Ex-Im Bank shall determine what does and does not constitute Goods, and
such determination, in the absence of manifest error, shall be
conclusive and binding for all purposes.

"Governmental Authority" shall mean the government of any country; any
agency, department or any other administrative authority or
instrumentality thereof; and any local or other governmental authority
within such country.

"Guarantee" shall have the meaning set forth in Section 4.01.

"Guarantee Certificate" shall mean a certificate issued by Ex-Im Bank in
one of the following forms, as appropriate, defined in the Credit
Agreement for a Transaction: (i) a Certificate Approving Letter of
Credit; (ii) a Certificate Approving Amended Letter of Credit; (iii) a
Certificate Authorizing Reimbursement; or (iv) a Certificate Authorizing
Local Cost Reimbursement.

"Guarantee Availability Date" shall mean the date specified as such in
an Ex-Im Bank Approval.

"Guarantee Legend" shall mean Ex-Im Bank's guarantee legend on the Note
or on each Serial Note of a Note Series in the form of Annex C-1 to this
Agreement.

"Guaranteed Amount" shall have the meaning set forth in Section 4.02.

"Guaranteed Interest Rate" shall mean, with respect to each Credit, the
rate of interest specified in the relevant Ex-Im Bank Approval;
*provided*, that if an alternative interest rate becomes applicable (a)
in connection with an exercise of an Interest Rate Switch, or (b) as
authorized by Ex-Im Bank in the relevant Ex-Im Bank Approval (or an
amendment thereto); then in each such case the Guaranteed Interest Rate
shall mean such alternative rate.[^3]

"Guaranteed Note Certificate" shall mean a certificate in the form of
Annex C-2 to this Agreement evidencing the Guarantee with respect to
such Note (other than any Serial Note) or Note Series.

"Guarantor" means any Person specified as such in an Ex-Im Bank
Approval.

"Initial Eligibility Date" shall mean, with respect to each Transaction,
the date specified as such in the relevant Ex-Im Bank Approval. Ex-Im
Bank shall make all determinations of the Initial Eligibility Date for
each Transaction, and such determinations shall be conclusive and
binding for all purposes.

"Initial Exporter's Certificate" shall mean the initial Exporter's
Certificate delivered to the Lender prior to the first Disbursement with
respect to the relevant Supply Contract.

"Installment Payment Method" shall have the meaning set forth in Section
8.05(d).

"Interest Payment Date" shall mean each date on which interest is due,
as specified in an Ex-Im Bank Approval.

"Interest Period" shall mean, with respect to each Disbursement, (a) the
period commencing on the applicable Disbursement Date and extending up
to, but not including, the next Interest Payment Date; provided,
however, that if such Disbursement Date is within sixty (60) days of
such Interest Payment Date (or within any other time period agreed to in
writing by Ex-Im Bank and specified in the relevant Ex-Im Bank
Approval)[^4], the Interest Period shall extend up to, but not include,
the next succeeding Interest Payment Date; and (b) thereafter, the
period commencing on each Interest Payment Date and extending up to, but
not including, the next Interest Payment Date.

"Interest Rate Switch" shall have the meaning as set forth in Section
2.05.

"L/C Payment" shall have the meaning set forth in Section 2.06.

"Legal Services" shall mean, with respect to each Transaction, the
services of attorneys engaged by the Borrower, any Guarantor, the Lender
or Ex-Im Bank and provided in connection with the relevant Credit.

"Legend Certification Date" shall mean the date requested for the
endorsement of a Guarantee Legend or the issuance of a Guaranteed Note
Certificate.

"Lender" shall mean the Person specified on the Lender Information sheet
preceding the table of contents to this Agreement.

"Letter of Credit" shall mean any irrevocable documentary sight letter
of credit governed by and in compliance with the requirements of the
Uniform Customs and Practices for Documentary Credits (International
Chamber of Commerce Publication 500), as the same may be amended from
time to time, and for which Ex-Im Bank has issued a Certificate
Approving Letter of Credit.

"LIBOR" 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 the Lender or an affiliate
of the Lender designated by the Lender at approximately 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest
Period for the offering to leading banks in the London interbank market
of U.S. Dollar deposits 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.[^5]

"Local Cost Financed Portion" shall mean the U.S. Dollar value of Local
Cost Goods and Services eligible for a Guarantee and in an amount
specified in the relevant Ex-Im Bank Approval.

"Local Cost Goods and Services" shall mean, with respect to any
Transaction, any goods and/or services specified as such in the relevant
Ex-Im Bank Approval, as described in greater detail in the relevant
Acquisition List. Ex-Im Bank shall determine what does and does not
constitute Local Cost Goods and Services, and such determination shall
be conclusive and binding for all purposes.

"Local Cost Provider" shall mean either the Exporter or any Person
located in the Purchaser's Country who provides Local Cost Goods and
Services, as specified in the relevant Ex-Im Bank Approval.

"Margin" shall mean, with respect to each Floating Rate Note, the
positive or negative percentage rate added to the Reference Rate.

"MGA Foreign Currency Supplement" shall mean any Long Term MGA
Supplement (Foreign Currency Guarantee) entered into between the Lender
and Ex-Im Bank on or after the date hereof, including any Annex or other
attachment thereto, as amended or otherwise modified from time to time.

"MGA No." shall mean the identification number Ex-Im Bank assigns to
this Agreement.

"MGA Political Risk Supplement" shall mean any Long Term MGA Supplement
(Political Risk Guarantees), entered into between the Lender and Ex-Im
Bank on or after the date hereof, including any Annex or other
attachment thereto, as amended or otherwise modified from time to time.

"Net Contract Price" shall mean, with respect to a Supply Contract, the
U.S. Content plus the Foreign Content.

"Non-Ex-Im Bank Payment" shall have the meaning set forth in Section
9.05.

"Note" shall mean a Single Disbursement Note, a Serial Note, or a Global
Note.

"Note Series" shall mean a series of promissory notes in the aggregate
evidencing a single Disbursement under a Credit.

"Noteholder" shall mean the Person listed as the holder of a Note in the
register maintained by the Lender pursuant to Section 9.01, or, if no
such register is maintained, the Lender.

"OECD Arrangement" shall mean the OECD Arrangement on Guidelines for
Officially Supported Export Credits adopted in 1998 by members of the
Organization for Economic Cooperation and Development, as amended from
time to time.

"Payment Certificate" shall have the meaning set forth in Section
8.05(d).

"Payment Date" shall mean an Interest Payment Date or Repayment Date, as
the case may be.

"Payment Method" shall mean the Accelerated Payment Method, the
Installment Payment Method, or the Disbursement Payment Method.

"Person" shall mean an individual, corporation, partnership, trust,
unincorporated organization or any other enterprise, or a Governmental
Authority.

"Political Risk Guarantee" shall mean a Guarantee issued pursuant to an
MGA Political Risk Supplement entered into between the Lender and Ex-Im
Bank providing for compensation by Ex-Im Bank for failures in payment of
the relevant Guaranteed Amount caused by Political Risk (as defined in
such supplement).

"Purchaser" shall mean the Person specified as such in each Ex-Im Bank
Approval, which Person is the foreign purchaser of the Goods, Services,
and any Local Cost Goods and Services sold by Exporter(s) and/or Local
Cost Provider(s), as the case may be, specified in such Ex-Im Bank
Approval.

"Purchaser's Country" shall mean the country specified as such in an
Ex-Im Bank Approval.

"Reference Rate" shall mean LIBOR or any alternative rate of interest
specified in an Ex-Im Bank Approval.

"Reimbursement" shall have the meaning set forth in Section 2.06(b).

"Repayment Date" shall mean each date on which an installment of
principal is due, as specified in an Ex-Im Bank Approval.

"Request for Ex-Im Bank Approval" shall have meaning set forth in
Section 2.01(a)(i).

"Request for Guarantee" shall mean a request by the Lender to Ex-Im Bank
in the form of Annex D to this Agreement.

"Responsible Division" shall mean the Ex-Im Bank division identified as
the "Responsible Division" in the relevant Ex-Im Bank Approval for a
Transaction or in any notice delivered by Ex-Im Bank to the Lender.

"Restricted Legend Jurisdiction" shall mean a jurisdiction where Ex-Im
Bank requires the use of a Guaranteed Note Certificate, as indicated on
the Ex-Im Bank Approval for a Transaction.

"Security" shall have the meaning set forth in Section 8.03(b).

"Serial Note" shall mean each promissory note of a Note Series
evidencing the obligation to pay a single installment of principal due
with respect to a single Disbursement under the Credit.

"Services" shall mean services (including Ancillary Services) specified
in the relevant Ex-Im Bank Approval, as described in greater detail in
the relevant Acquisition List, that are performed under a Supply
Contract (excluding any services that qualify as Local Cost Goods and
Services); *provided*, that Ex-Im Bank shall determine what does and
does not constitute Services, and such determination, in the absence of
manifest error, shall be conclusive and binding for all purposes.

"Single Disbursement Note" shall mean an installment promissory note
evidencing a single Disbursement.

"Special Ancillary Services" shall mean Ancillary Services: (i) for
which Ex-Im Bank has selected the Ancillary Services Provider and
required a Borrower or another Person to pay for such services; (ii)
that Ex-Im Bank has determined, in its sole discretion, are necessary in
order for the underlying Transaction to go forward and cannot be
reasonably obtained in the United States; or (iii) that the Lender
provides in connection with financing the Credit and for which the
Lender charges a one-time fee.

"Special LIBOR" shall mean, with respect to any Interest Period, the
rate of interest per annum specified as the "\$ Libor BBA Fixing --
Interbank Fixing" rate (or any successor title) in the [Financial
Times]{.underline} under the table entitled "World Interest Rates --
Domestic Money Rates" (or any successor title) 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. 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. In the event the [Financial
Times]{.underline} either completely ceases publication or discontinues
publication of the Dollar LIBOR Interbank fixing rate, then Ex-Im Bank
shall determine Special LIBOR by reference to a financial publication
with a similar international or U.S. circulation, which publication
shall be selected by Ex-Im Bank in its sole discretion.

"Supply Contract" shall mean the contract(s) (or, if no contract is
executed, any other document(s) satisfactory to Ex-Im Bank) for the
purchase of Goods and/or Services and Local Cost Goods and Services,
entered into between a Purchaser and an Exporter, Ancillary Services
Provider, or Local Cost Provider, as the case may be; *provided*, in
each case, that multiple contracts (or other documents) among the same
parties with respect to a Transaction will be considered a single
"Supply Contract" for all purposes under this Agreement.

"Switch Option" shall have the meaning set forth in Section 2.05(a).

"Technical Consultant Services" shall mean, with respect to each
Transaction, services of an advisor or consultant with respect to
technical matters (including engineering consultants, yield consultants,
and insurance advisors) where: (a) Ex-Im Bank has required the retention
of such a consultant in order to assist Ex-Im Bank in its analysis of
the relevant Credit and/or the business operations of the Borrower or
any Guarantor; (b) the services of such consultant relate to the
relevant Credit; and (c) the experience, expertise, and overall
competence of such consultant is satisfactory to Ex-Im Bank (in its sole
and absolute discretion).

"Total Financed Amount" shall mean the amount specified as such in the
relevant Ex-Im Bank Approval for each Transaction.

"Transaction" shall have the meaning set forth in Section 2.01(b)(i).

"U.S." or "United States" shall mean the United States of America.

"U.S. Content" shall mean, with respect to any Supply Contract, the
amount representing the U.S. content in such contract, as specified in
Section 2 of the relevant Ex-Im Bank Approval. Ex-Im Bank shall
determine what does and does not constitute U.S. Content, and such
determination, in the absence of manifest error, shall be conclusive and
binding for all purposes.

"U.S. Content Percentage" shall mean, with respect to any Supply
Contract, the percentage specified as such in Part A of the relevant
Exporter's Certificate.

"U.S. Dollar" or "US\$" shall mean the lawful currency of the United
States of America.

"Utilization" shall mean (i) the making of a Reimbursement or (ii) the
issuance of a Letter of Credit, as such terms are defined in a Credit
Agreement for a Transaction.

1.02 [Principles of
Construction]{.underline}.[]{#__RefHeading___Toc526768640 .anchor} The
following principles of construction shall apply to this Agreement:

\(a\) The meanings set forth for defined terms in Section 1.01 or
elsewhere in this Agreement shall be equally applicable to both the
singular and plural forms of the terms defined.

\(b\) Unless otherwise specified, all references in this Agreement to
Sections, Schedules, Annexes and Exhibits are to Sections, Schedules,
Annexes and Exhibits in or to this Agreement.

\(c\) The headings of the Sections in this Agreement are included for
convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement. Any footnotes in this
Agreement are for informational purposes only and shall not in any way
affect the meaning or construction of any provision of this Agreement.

\(d\) Any provision of this Agreement that obligates the Lender to
"require" a Borrower to do a specified act shall mean that the Lender is
obligated to cause a duly authorized officer of the relevant Borrower to
agree in writing that the Borrower will do such specified act.

\(e\) In the event of any inconsistency between the terms of the Ex-Im
Bank Approval with respect to a Transaction and the terms of this
Agreement or of any other agreement or instrument relating to the
Transaction, as between the Lender and Ex-Im Bank the terms of such
Ex-Im Bank Approval shall govern and shall supersede the terms hereof or
thereof to the extent of such difference. In the event of any
inconsistency between the terms of this Agreement and any other
agreement or instrument relating to a Transaction (other than the terms
of the relevant Ex-Im Bank Approval), as between the Lender and Ex-Im
Bank the terms of this Agreement shall govern.

SECTION 2. APPROVAL OF TRANSACTIONS; CREDIT AND DISBURSEMENT
REQUIREMENTS[]{#__RefHeading___Toc526768641 .anchor}

2.01 [Applications and
Approvals]{.underline}.[]{#__RefHeading___Toc526768642 .anchor}

\(a\) [Request for Ex-Im Bank
Approval]{.underline}.[]{#__RefHeading___Toc526768643 .anchor} Ex-Im
Bank will consider approval of a Guarantee with respect to each proposed
financing transaction for which the Lender has submitted (i) a fully
completed application in the form of Annex A hereto (a "Request for
Ex-Im Bank Approval"); and (ii) a fully completed Ex-Im Bank
"Preliminary Commitment and Final Commitment Application Form" (an
"Ex-Im Bank Application"); provided that such proposed financing
transaction satisfies the terms and conditions provided herein,
including, without limitation, the Guarantee eligibility requirements
set forth in Section 3. The Lender may only request a Comprehensive
Guarantee with respect to a proposed financing of a Foreign Currency
Credit if the Lender and Ex-Im Bank have entered into an MGA Foreign
Currency Supplement and all conditions to the effectiveness of this
Agreement and such supplement have been satisfied. The Lender may only
request approval of a Political Risk Guarantee with respect to a
proposed financing of a Buyer Credit if the Lender and Ex-Im Bank have
entered into an MGA Political Risk Supplement and all conditions to the
effectiveness of this Agreement and such supplement have been satisfied.

\(b\) [Ex-Im Bank Approval and Political Risk
Transactions]{.underline}.[]{#__RefHeading___Toc526768644 .anchor}

> \(i\) A Guarantee of the relevant Credit with respect to each
> transaction approved by Ex-Im Bank (each, a "Transaction") consisting
> of the sale of Goods and Services to be exported from the United
> States to a Purchaser by an Exporter (or Exporters) and/or Ancillary
> Services Provider (or Ancillary Services Providers) in one or more
> shipments (and of any related sale of Special Ancillary Services or
> Local Cost Goods and Services) to be financed under such Credit, shall
> be evidenced by Ex-Im Bank's issuance of a letter of approval in the
> form of Annex B hereto (as amended from time to time, an "Ex-Im Bank
> Approval"). Ex-Im Bank shall have the unconditional right to approve,
> deny or modify any Request for Ex-Im Bank Approval. Any modifications
> Ex-Im Bank requires with respect to any Transaction shall be set forth
> in the Ex-Im Bank Approval with respect to such Transaction.
>
> \(ii\) If Section 3 (Types of Guarantee Risk Coverage and Credit) of
> the Ex-Im Bank Approval with respect to a particular Transaction
> states that: ([A]{.underline}) the Guarantee of the relevant Credit is
> a Political Risk Guarantee, then for all purposes of such Transaction,
> the terms of this Agreement shall be deemed to be modified as provided
> in the MGA Political Risk Supplement; or ([B]{.underline}) the
> Guarantee of the relevant Credit is a Foreign Currency Guarantee, then
> for all purposes of such Transaction, the terms of this Agreement
> shall be deemed to be modified as provided in the MGA Foreign Currency
> Guarantee Supplement.

2.02 [Amount and Use of
Credits]{.underline}.[]{#__RefHeading___Toc526768645 .anchor}

\(a\) The Lender shall establish each Credit pursuant to the terms and
conditions set forth in this Agreement, the relevant Credit Agreement,
the relevant Note(s) and the relevant Ex-Im Bank Approval, in favor of
the Borrower and in the amount specified in such Ex-Im Bank Approval

\(b\) Each Credit shall be used to enable the relevant Borrower to
finance:

> \(i\) the Financed Portion of the Net Contract Price incurred on and
> after the Initial Eligibility Date by a Purchaser for the purchase of
> Goods and Services;
>
> \(ii\) if provided in the Ex-Im Bank Approval, the Local Cost Financed
> Portion of the costs a Purchaser incurs on or after the Initial
> Eligibility Date for the purchase in the Purchaser's Country of Local
> Cost Goods and Services, if any; and
>
> \(iii\) if provided in the Ex-Im Bank Approval, the Exposure Fee
> payable on such Financed Portion and Local Cost Financed Portion.

For purposes of this Section 2.02(b), costs with respect to services
shall be deemed to have been incurred on the date the services were
performed, as evidenced by the invoice of the provider of such services,
and costs with respect to goods shall be deemed to have been incurred on
the date the goods were shipped, as evidenced by the date of the
relevant bill of lading.

2.03 [Principal Repayments]{.underline}.[]{#__RefHeading___Toc526768646
.anchor} In each Transaction, the Lender shall require that the Borrower
shall repay all amounts disbursed under the Credit: (a) in the number of
successive semi-annual installments indicated on the relevant Ex-Im Bank
Approval; (b) in approximately equal amounts unless otherwise provided
in the relevant Ex-Im Bank Approval, *provided* that on the last Payment
Date, the Lender shall require that the Borrower repay in full the
principal amount of the Credit then outstanding; and (c) with each such
repayment payable on a Repayment Date.

2.04 [Interest Payments]{.underline}.[]{#__RefHeading___Toc526768647
.anchor}

\(a\) [Payments to the
Lender]{.underline}[]{#__RefHeading___Toc526768648 .anchor}. In each
Transaction, the Lender shall require that, on each Interest Payment
Date, the Borrower shall pay interest on all amounts disbursed and
outstanding from time to time under the Credit, calculated at an
interest rate per annum equal to the relevant Guaranteed Interest Rate.

\(b\) [Payments to Ex-Im
Bank]{.underline}.[]{#__RefHeading___Toc526768649 .anchor}

> \(i\) Notwithstanding Section 2.04(a), the Lender shall require that,
> if Ex-Im Bank shall have made a claim payment to the Lender with
> respect to any Floating Rate Note, then beginning on the date of such
> claim payment, Special LIBOR shall apply to each such Floating Rate
> Note (in place of the Reference Rate contained in each such Floating
> Rate Note) for all purposes and each such Floating Rate Note shall
> bear interest at a rate equal to the greater of (A) Special LIBOR and
> (B) Special LIBOR plus the Margin.
>
> \(ii\) Notwithstanding any provision of any Credit Agreement or any
> provision of a Note, which in either case provides for the payment of
> additional or penalty interest on any amounts of principal, accrued
> interest, fees or other amounts owing to the Lender that are unpaid
> and overdue, the Lender shall require in each Transaction that, if
> Ex-Im Bank shall have made a claim payment to the Lender with respect
> to any Note subject to either the Accelerated Payment Method or the
> Installment Payment Method, then beginning on the date of such claim
> payment, if any amount of principal of or accrued interest on any Note
> then owing to Ex-Im Bank is not paid in full when due, whether at
> stated maturity, by acceleration or otherwise, the Borrower shall pay
> to Ex-Im Bank on demand interest on such unpaid amount (to the extent
> permitted by applicable law) for the period from the date such amount
> was due to Ex-Im Bank until such amount shall have been paid in full
> at an interest rate per annum equal to one percent (1%) per annum
> above the interest rate then applicable under Section 2.04(a) (as
> modified, if required, by 2.04(b)(i)).

2.05 [Interest Rate Switches and the Switch
Option]{.underline}.[]{#__RefHeading___Toc526768650 .anchor} The Lender
may permit a Borrower under any Credit to switch the Guaranteed Interest
Rate applicable to such Credit (or any part thereof) one or more times
(each such option, an "Interest Rate Switch") in accordance with the
terms and conditions set forth in the relevant Credit Agreement;
*provided* (i) if the Interest Rate Switch is to a floating rate, Ex-Im
Bank shall have approved such floating rate in the relevant Ex-Im Bank
Approval; (ii) the Lender has notified Ex-Im Bank's Asset Management
Division of the new rate in writing no more than ten (10) Business Days
following the exercise of such Interest Rate Switch; and (iii) such
Interest Rate Switch may be exercised only as long as no Event of
Default has occurred under such Credit. Unless Ex-Im Bank otherwise
agrees, the following shall apply:

\(a\) Ex-Im Bank shall only endorse a Guarantee Legend or issue a
Guaranteed Note Certificate once with respect to any replacement Note or
Note Series issued in connection with a single exercise of an Interest
Rate Switch. This one-time only right of the Lender to request that
Ex-Im Bank so endorse its Guarantee Legend or issue a Guaranteed Note
Certificate pursuant to the preceding sentence shall be referred to as
the "Switch Option".

\(b\) If, under an Interest Rate Switch, the Borrower issues a
replacement Note or Note Series, as the case may be, on a day that is
not a Payment Date, such replacement Note or Note Series must be dated
the date of issuance by the Borrower, all previously accrued interest on
the relevant Credit must be paid in full on the date of issuance of the
replacement Note or Note Series, and such Note or Note Series must begin
accruing interest at the new rate of interest on the date of issuance.

\(c\) Interest Rate Switches may only be applied to all Serial Notes of
a particular Note Series, and not to any individual Serial Note of such
Note Series.

2.06 [Disbursement
Requirements]{.underline}.[]{#__RefHeading___Toc526768651 .anchor} Upon
satisfaction of the conditions set forth in Section 6, Disbursements
under the Credit, with respect to each Credit, may be made:

\(a\) through drawings by an Exporter, Local Cost Provider, or Ancillary
Services Provider under, and made in accordance with the terms of, a
Letter of Credit ("L/C Payments") for which Ex-Im Bank has issued a
Guarantee Certificate under the relevant Credit Agreement.

\(b\) through advances from the Lender to the Borrower reimbursing the
Borrower for the Financed Portion of payments to an Exporter, Local Cost
Provider or Ancillary Services Provider and/or Ex-Im Bank
("Reimbursements") for which Ex-Im Bank has issued a Guarantee
Certificate under the relevant Credit Agreement.

2.07 [Evidence of Debt]{.underline}.[]{#__RefHeading___Toc526768652
.anchor}

\(a\) [Generally]{.underline}.[]{#__RefHeading___Toc526768653 .anchor}

> \(i\) The obligation of the relevant Borrower and any Guarantor to
> repay all amounts disbursed under the Credit extended to such
> Borrower, with interest accrued thereon, shall be evidenced, as
> specified in the relevant Ex-Im Bank Approval, by either (A) Single
> Disbursement Notes; (B) a Global Note; or (C) Serial Notes.[^6]
>
> \(ii\) Any notations by the Lender on any Note regarding payments made
> on account of the principal thereof, in absence of manifest error,
> shall be conclusive and binding.
>
> \(iii\) If more than one Note is issued in connection with a Credit,
> the Lender shall have the duty to ensure that each Note is in the form
> required by the Credit Agreement; provided that the Lender and Ex-Im
> Bank each acknowledges and agrees that, pursuant to Section 9.07, the
> Lender shall indemnify Ex-Im Bank for all actual damages and costs
> Ex-Im Bank suffers as a result of any failure by the Lender to comply
> with its obligation under this Section 2.07(a)(v); but any such
> failure shall in no way affect the binding nature of any Guarantee
> issued with respect to the relevant Credit.
>
> \(iv\) Each Note or Note Series evidencing any Disbursement under a
> Credit shall be subject to the additional terms and conditions set
> forth in the relevant Credit Agreement.

\(b\) [Single Disbursement Notes and Serial
Notes]{.underline}.[]{#__RefHeading___Toc526768654 .anchor}

> \(i\) Each Serial Note evidencing an installment under a Credit shall:
> (A) be in a principal amount equal to the Fractional Amount; (B) be
> dated the same date as all other Serial Notes of the same Note Series,
> which date shall be no later than the Disbursement Date; and (C) be
> subject to the additional terms and conditions set forth in the
> relevant Credit Agreement.
>
> \(ii\) Each Single Disbursement Note shall: (A) be in a principal
> amount equal to the amount of the relevant Disbursement; (B) be dated
> no later than the Disbursement Date; (C) be payable in the number of
> installments and on the dates in the relevant Ex-Im Bank Approval.

\(c\) [Global Notes]{.underline}.[]{#__RefHeading___Toc526768655
.anchor} Each Global Note shall be valid and enforceable as to its
principal amount at any time only to the extent of the aggregate amounts
then disbursed and outstanding under the Credit in the case of a Global
Note, and as to interest, only to the extent of the interest accrued
thereon.

SECTION 3. GUARANTEE ELIGIBILITY
REQUIREMENTS[]{#__RefHeading___Toc526768656 .anchor}

3.01 [Cash Payment]{.underline}.[]{#__RefHeading___Toc526768657 .anchor}
For each Credit, the Borrower shall have made or caused to be made a
cash payment for the purchase of Goods and Services in an amount equal
to not less than 15% of the Net Contract Price. The Lender may finance
any such Cash Payment, provided that the terms of any such financing may
not be included in any Credit Agreement or evidenced by any Notes
guaranteed by Ex-Im Bank under this Agreement.

3.02 [Local Costs]{.underline}.[]{#__RefHeading___Toc526768658 .anchor}
For each Credit, Ex-Im Bank will provide a Guarantee with respect to the
financing of Local Cost Goods and Services only if specifically
indicated in the relevant Ex-Im Bank Approval. The Guarantee of each
such Credit shall only cover the Local Cost Goods and Services as
approved by Ex-Im Bank as eligible for financing hereunder, described in
the Acquisition List, and in an amount not to exceed the Local Cost
Financed Portion.

3.03 [Progress Payments]{.underline}.[]{#__RefHeading___Toc526768659
.anchor} In order to be eligible for a Guarantee, Ex-Im Bank must
specifically authorize progress payments (payments made to an Exporter
prior to completion and delivery of Goods) in the relevant Ex-Im Bank
Approval. All such progress payments must be payable over the period of
production of the Goods and pursuant to a Supply Contract, which in
Ex-Im Bank's sole opinion, provides a schedule for payments at times and
in amounts that will have a reasonable relationship to amounts the
Exporter expends and that are reasonable and consistent with industry
and financial standards.

3.04 [Ancillary Services]{.underline}.[]{#__RefHeading___Toc526768660
.anchor}

\(a\) Banking Services, Financial Advisor Services, Technical Consultant
Services and Legal Services (collectively, "Ancillary Services") shall
be treated in the same manner as any other Services (including, without
limitation, the requirements set forth in this Agreement for Guarantee
support with respect to the financing of such Services) and must be
authorized by Ex-Im Bank in the relevant Ex-Im Bank Approval.[^7]

3.05 [Amount]{.underline}.[]{#__RefHeading___Toc526768661 .anchor}
Subject to the terms and conditions of this Agreement, the relevant
Credit Agreement, and the relevant Ex-Im Bank Approval, the Guarantee
shall cover each Disbursement up to the following maximum amount:

\(a\) an amount equal to the lesser of (i) eighty-five percent (85%),
(ii) the U.S. Content Percentage, and (iii) the Disbursement Percentage
(if any); in each case, of the U.S. Dollar invoice value of the Goods
and Services to be financed by such Disbursement; plus

\(b\) the Local Cost Financed Portion of Local Cost Goods and Services
to be financed by such Disbursement; plus

\(c\) an amount equal to one-hundred percent (100%) of the Exposure Fee
on the amounts disbursed pursuant to (a) and (b) above.

3.06 [Exposure Fee]{.underline}.[]{#__RefHeading___Toc526768662 .anchor}
In order to be eligible for a Guarantee, each Borrower must pay or cause
to be paid an Exposure Fee to Ex-Im Bank in accordance with the terms of
the relevant Credit Agreement.

SECTION 4. THE GUARANTEES[]{#__RefHeading___Toc526768663 .anchor}

4.01 [The Guarantee]{.underline}.[]{#__RefHeading___Toc526768664
.anchor} If the Ex-Im Bank Approval of a Credit indicates that Ex-Im
Bank's Guarantee is a Comprehensive Guarantee, then subject to the terms
and conditions set forth in this Agreement and such Ex-Im Bank Approval,
Ex-Im Bank guarantees the payment of principal and interest in an amount
up to and including the Guaranteed Amount for such Credit (the
"Guarantee"). In no event shall the liability of Ex-Im Bank hereunder
with respect to any Credit established for any Transaction exceed the
Guaranteed Amount for such Credit.

4.02 [Coverage of the
Guarantee]{.underline}.[]{#__RefHeading___Toc526768665 .anchor} The
Guarantee for each Credit shall extend to the following amounts
(collectively, the "Guaranteed Amount"):

\(a\) with respect to the full Credit, either (i) that portion of the
disbursed and outstanding principal amount of each Note that evidences
Disbursements with respect to which Ex-Im Bank has issued one or more
Guarantee Certificates; or (ii) the disbursed and outstanding principal
amount of either (A) each Note which bears a Guarantee Legend or (B)
each Note or Note Series with respect to which Ex-Im Bank has issued a
Guaranteed Note Certificate; *provided* that in no event shall the
liability of Ex-Im Bank under this Section 4.02(a) with respect to any
Notes or Note Series pertaining to the Credit exceed the Total Financed
Amount for such Credit;

\(b\) interest on the principal amounts described in Section 4.02(a)
above, accrued at the Guaranteed Interest Rate to the scheduled payment
dates thereof; and

\(c\) interest on any due and unpaid amounts described in Sections
4.02(a) and 4.02(b) above, accrued at the Guaranteed Interest Rate from
the scheduled payment dates thereof to the date of Ex-Im Bank's payment
thereof.

4.03 [Binding Guarantees]{.underline}.[]{#__RefHeading___Toc526768666
.anchor} After the issuance of a Guarantee Certificate with respect to a
Disbursement or the endorsement of a Guarantee Legend on a Note or the
issuance of a Guaranteed Note Certificate with respect to a Note or Note
Series, the Guarantee with respect to such Disbursement or such Note or
Note Series, as the case may be, shall be binding on Ex-Im Bank even
though payment under such Note or any Serial Note of such Note Series is
held to be unenforceable, except to the extent provided in Sections
4.04, 4.05, and/or 4.06. Ex-Im Bank acknowledges and agrees that any
Borrower's failure to comply with any of the Guarantee eligibility
requirements set forth in Section 3 shall not affect the binding nature
of a Guarantee. Ex-Im Bank reserves the right to pursue any or all other
available remedies in the event of any such failure.

4.04 [Timely Demand]{.underline}.[]{#__RefHeading___Toc526768667
.anchor} In the event that the Lender fails to make demand on Ex-Im Bank
on behalf of a Noteholder within the time period required in Section
8.02(b)(vi), the Guarantee of the unpaid installment of principal and/or
interest as to which the Lender did not make such timely demand shall
automatically terminate with respect thereto. This termination shall be
without prejudice to the right of the Lender, on behalf of a Noteholder,
to make demand on Ex-Im Bank under this Agreement for any other due and
unpaid installments of principal or interest on any Note.

4.05 [No Amendment]{.underline}.[]{#__RefHeading___Toc526768668 .anchor}
In the event that the Lender or a Noteholder, without Ex-Im Bank's prior
written consent, agrees to an amendment or deviation prohibited by
Section 9.03, Ex-Im Bank shall have the right to terminate the Guarantee
with respect to all or a portion of the Guaranteed Amount of the Credit
affected by such amendment or deviation if the Lender or such
Noteholder, as the case may be, does not rescind or otherwise remedy the
effect of such amendment or deviation to the satisfaction of Ex-Im Bank
within thirty (30) calendar days after notice from Ex-Im Bank to the
Lender and the relevant Noteholder to rescind or otherwise remedy the
effect of such amendment or deviation. Ex-Im Bank shall exercise its
right to terminate the Guarantee with respect to such Credit pursuant to
this Section 4.05 by providing written notice thereof to the Lender and
all affected Noteholders. Any termination of the Guarantee with respect
to a Credit by Ex-Im Bank under this Section 4.05 will be deemed
effective as of the date on which the Lender or the relevant Noteholder,
as the case may be, agreed to the prohibited amendment or deviation.

4.06 [No Acceleration Without
Consent]{.underline}.[]{#__RefHeading___Toc526768669 .anchor} In the
event that, without the prior written consent of Ex-Im Bank, the Lender
(whether or not acting on the instructions of a Noteholder) shall
declare all or any part of the Borrower's indebtedness under a Note to
be immediately due and payable or to be due and payable upon the demand
of the Lender, then Ex-Im Bank shall have the right to terminate the
Guarantee with respect to all or a portion of the Guaranteed Amount with
respect to such Note. Ex-Im Bank shall exercise its right to terminate
the Guarantee pursuant to this Section 4.06 by providing written notice
thereof to the Lender and all affected Noteholders. Ex-Im Bank will deem
any termination of the Guarantee under this Section 4.06 effective as of
the date of the relevant declaration by the Lender.

4.07 [Revocation of Borrower's
Payment]{.underline}.[]{#__RefHeading___Toc526768670 .anchor}
Notwithstanding the provisions of Section 4.04, the Guarantee issued in
connection with any Credit shall continue to be binding on Ex-Im Bank
with respect to any payment, or any part thereof, of principal or
interest on any Note that is rescinded or must otherwise be returned by
the Lender or a Noteholder if such rescission or return of payment has
been compelled by law as the result of the bankruptcy or insolvency of
the Borrower or any Guarantor, or if such rescission or return of
payment is a result of any law, regulation or decree applicable to the
Borrower or any Guarantor. A demand on Ex-Im Bank for payment pursuant
to the Guarantee of any such returned amount must be made promptly but
in no event later than thirty (30) days after the Lender or a Noteholder
has actually returned such amount. At least fifteen (15) days prior to
making such demand on Ex-Im Bank, the Lender or affected Noteholder
shall have made demand for payment on the Borrower or each Guarantor
unaffected by the rescission action.

4.08 [Payment Method]{.underline}.[]{#__RefHeading___Toc526768671
.anchor} Ex-Im Bank's payments under each Comprehensive Guarantee shall
be made as follows: (a) with respect to any Floating Rate Notes, the
Accelerated Payment Method shall apply; and (b) with respect to any
Fixed Rate Notes, the Installment Payment Method shall apply.

SECTION 5. ISSUANCE OF GUARANTEES[]{#__RefHeading___Toc526768672
.anchor}

5.01 [General]{.underline}.[]{#__RefHeading___Toc526768673 .anchor} A
Guarantee will apply to all Disbursements either (a) with respect to
which Ex-Im Bank has issued a Guarantee Certificate or (b) evidenced by
either (i) a Note which bears a Guarantee Legend or (ii) a Note or Note
Series with respect to which Ex-Im Bank has issued a Guaranteed Note
Certificate.

5.02 [Guarantee
Certificates]{.underline}.[]{#__RefHeading___Toc526768674 .anchor} At
any time up to and including the Final Disbursement Date for a Credit,
the Lender may request and Ex-Im Bank will issue, a Guarantee
Certificate with respect to each Disbursement to be made on or prior to
the Final Disbursement Date for such Credit in the manner described in,
and pursuant to the terms and conditions of, Annex B and Annex B-1 (if
applicable) to the Credit Agreement for such Credit.

5.03 [Guarantee Legends and Guaranteed Note
Certificates]{.underline}.[]{#__RefHeading___Toc526768675 .anchor}

\(a\) The Lender may submit a Request for Guarantee (in the form and
accompanied by the documents specified in Section 5.03(b)) to Ex-Im Bank
when the aggregate principal amount of the actual Disbursement or
Disbursements evidenced by any other Note or Note Series is less than or
equal to the principal amount of such Note or the aggregate principal
amount of such Note Series, as the case may be. Each Request for
Guarantee shall request that Ex-Im Bank either:

> \(i\) endorse a Guarantee Legend; or
>
> \(ii\) if the issuer of such Note or Note Series is located in a
> Restricted Legend Jurisdiction, unless otherwise agreed to by all
> parties, issue a Guaranteed Note Certificate;

in each case, *provided* that any Request for Guarantee shall be
submitted (x) at least ten (10) Business Days before the Legend
Certification Date; and (y) subject to the delivery of the relevant Note
at least two (2) Business Days before the Legend Certification Date. In
the event that the Lender fails to submit the relevant Note to Ex-Im
Bank by the date specified in clause (y) of the preceding sentence,
unless otherwise agreed to in writing by Ex-Im Bank, the Request for
Guarantee relating to such Note shall be considered to be withdrawn.
Upon receipt of a Request for Guarantee, if the requirements set forth
in this Agreement are satisfied, Ex-Im Bank will either endorse a
Guarantee Legend or issue a Guaranteed Note Certificate for the relevant
Credit in the manner described in and pursuant to the terms and
conditions of this Agreement.

\(b\) Subject to Section 5.03(c), in the case of a Disbursement or
Disbursements pursuant to a Global Note, the Request for Guarantee shall
only be submitted after all Disbursements have been previously evidenced
by one or more Guarantee Certificates. Any such Request for Guarantee
shall be in the form of Annex D, accompanied by all documents specified
therein.

\(c\) Except with respect to a Note (including any Serial Note of a Note
Series) issued by a Borrower in a Restricted Legend Jurisdiction, on the
front or back of the page on which the Borrower's signature appears on
any Note submitted to Ex-Im Bank in accordance with this Section 5.03,
the Lender shall type or stamp in the text of Ex-Im Bank's Guarantee
Legend, completed as to the amount covered by the Guarantee, which
amount of such Note the Lender has disbursed and with respect to which
all requirements of this Agreement have been satisfied.

\(d\) Except as permitted by Section 5.04, in each Transaction, Ex-Im
Bank will not be obligated to accept a Request for Guarantee with
respect to any Note or Note Series later than the Guarantee Availability
Date for the relevant Credit.

5.04 [Replacement Notes]{.underline}.[]{#__RefHeading___Toc526768676
.anchor}

\(a\) [Mutilation, Loss, Theft or Destruction,
Etc]{.underline}.[]{#__RefHeading___Toc526768677 .anchor}

> \(i\) Following the endorsement of a Guarantee Legend on a Note
> pursuant to Section 5.03, if such Note is mutilated, lost, stolen or
> destroyed, and the Borrower (in accordance with the Credit Agreement)
> issues and delivers to the Lender a new Note in exchange for the Note
> so mutilated, lost, stolen or destroyed, then the Lender may ask Ex-Im
> Bank to endorse a Guarantee Legend on the new Note issued by the
> Borrower by submitting a Request for Guarantee to Ex-Im Bank.
>
> \(ii\) Following the issuance of a Guaranteed Note Certificate with
> respect to a Note (other than a Serial Note) or Note Series pursuant
> to Section 5.03, if such Note or Note Series (or any Serial Note of
> such Series) is mutilated, lost, stolen or destroyed, and the Borrower
> (in accordance with the Credit Agreement) issues and delivers to the
> Lender a new Note or Note Series in exchange for the Note or Note
> Series so mutilated, lost, stolen or destroyed, then the Lender may
> ask Ex-Im Bank to issue a new Guaranteed Note Certificate with respect
> to the new Note or Note Series, as the case may be, issued by the
> Borrower by submitting a Request for Guarantee to Ex-Im Bank.
>
> \(iii\) The Lender shall have the duty of ensuring that (A) any
> replacement Note presented to Ex-Im Bank for the endorsement of a
> Guarantee Legend pursuant to this Section 5.04(a) is identical in form
> to the Note being replaced and (B) any replacement Note (including any
> replacement Serial Note of a Note Series) presented to Ex-Im Bank for
> the issuance of a Guaranteed Note Certificate pursuant to this Section
> 5.04(a) is identical in form and substance to the Note being replaced;
> in each case, provided that the Lender and Ex-Im Bank each
> acknowledges and agrees that pursuant to Section 9.07, the Lender
> shall indemnify Ex-Im Bank for all actual damages and costs suffered
> by Ex-Im Bank as a result of any failure by the Lender to comply with
> any of its obligations under this Section 5.04(a) but any such failure
> shall in no way affect the binding nature of any Guarantee issued with
> respect to the relevant Credit.

\(b\) [Switch Option]{.underline}.[]{#__RefHeading___Toc526768678
.anchor} Unless Ex-Im Bank otherwise agrees in writing:

> \(i\) Except with respect to replacements of Notes pursuant to Section
> 5.04(a), Ex-Im Bank will issue a Guarantee Legend or a Guaranteed Note
> Certificate with respect to a new Note (other than a Serial Note) or
> Note Series replacing an outstanding Note or Note Series only if the
> new Note or Note Series, as the case may be, is issued in connection
> with an exercise of the Switch Option.
>
> \(ii\) The endorsement of a Guarantee Legend or issuance of a
> Guaranteed Note Certificate in connection with an exercise of the
> Switch Option shall be subject to the following limitations:
>
> \(A\) a single outstanding Note (other than a Serial Note) may only be
> replaced by multiple new Notes if the outstanding Note has a face
> amount of at least US\$1,000,000 and the replacement Notes are each in
> a face amount of at least US\$500,000;
>
> \(B\) a single outstanding Serial Note may only be replaced in
> connection with the replacement of the entire Note Series of which it
> is a part and a single Note Series may only be replaced by multiple
> new Note Series if the outstanding Note Series has an aggregate face
> amount of at least US\$1,000,000 and the replacement Note Series are
> each in an aggregate face amount of at least US\$500,000;
>
> \(C\) replacement Serial Notes may only be issued to the Noteholder of
> the outstanding Serial Notes being replaced; and
>
> \(D\) the Lender must be the only Person named as payee on any
> replacement Note.
>
> \(iii\) For each new Note or Note Series on which the Lender requests
> a Guarantee Legend or Guaranteed Note Certificate pursuant to an
> exercise of the Switch Option, the Lender shall submit the following
> documents to Ex-Im Bank at least ten (10) Business Days before the
> date requested for the endorsement of such Guarantee Legend or
> issuance of such Guaranteed Note Certificate:
>
> []{.mark}
>
> \(A\) the outstanding Note or Note Series that has been replaced or is
> to be replaced in whole or in part by the new Note or Note Series,
> *provided*, that either: (1) such outstanding Note or each Serial Note
> of such outstanding Note Series bears Ex-Im Bank's Guarantee Legend;
> (2) such outstanding Note (if it is not a Serial Note) or such
> outstanding Note Series is accompanied by the Guaranteed Note
> Certificate Ex-Im Bank issued with respect to such Note or Note
> Series; or (3) such outstanding Note, Note Series, or each Serial Note
> of such outstanding Note Series lacking either Ex-Im Bank's Guarantee
> Legend or a Guaranteed Note Certificate is accompanied by Guarantee
> Certificate(s) Ex-Im Bank issued with respect to such Note or Note
> Series;
>
> \(B\) the new Note or Note Series, as the case may be, and any other
> replacement Note(s) or replacement Note Series taking the place of the
> outstanding Note or Note Series; and
>
> \(C\) a Request for Guarantee in the form of Annex D with respect to
> the new Note or Note Series.
>
> If the Lender does not desire to set the interest rate of the
> replacement Note(s) or Note Series, or to specify the number,
> denomination or face amount of such replacement Note(s) or Note
> Series, then on the date of its submission of the Request for
> Guarantee, in place of submitting each such new Note or Note Series as
> required by clause (B) above, the Lender may submit a draft Note or
> Note Series (that shall omit such information) together with a
> schedule of the Lender's good faith estimate of the number,
> denomination and face amounts of all Notes or Note Series with which
> the Lender wishes to replace the then outstanding Note(s) or Note
> Series; *provided*, that the actual replacement Note(s) or Note
> Series, as the case may be, fully completed in all respects, are
> submitted two (2) Business Days before the date requested for the
> endorsement of the new Guarantee Legend or issuance of a new
> Guaranteed Note Certificate. Subject to the conditions of this Section
> 5.04(b)(iii), Ex-Im Bank and the Lender shall arrange for the delivery
> of such new Note(s) or Note Series, with the appropriate Guarantee
> Legend(s) endorsed thereon or the appropriate Guaranteed Note
> Certificate issued with respect thereto, to the Lender by any date
> that the Lender informs Ex-Im Bank is the expected issuance date(s) of
> such new Note(s) or Note Series.

[]{.mark}

> \(iv\) Upon receipt of the aforementioned documents, Ex-Im Bank shall
> cancel the Guarantee Legend on the then outstanding Note(s) and
> endorse the Guarantee Legend on the new Note(s) or issue new
> Guaranteed Note Certificate(s) with respect to the new Note(s), as
> appropriate.
>
> \(v\) The Lender shall have the duty of ensuring that any replacement
> Notes presented to Ex-Im Bank for the endorsement of a Guarantee
> Legend or issuance of a new Guaranteed Note Certificate pursuant to
> this Section 5.04(b) are (A) identical in form (except with respect to
> dates, face amounts, interest rates and identity of Noteholder) to the
> outstanding Note(s) being replaced; and (B) if the Lender elected to
> submit a draft Note as permitted by Section 5.04(b)(iii), identical in
> form (except with respect to dates, face amounts, interest rate and
> identity of Noteholder) to the draft replacement Note previously
> submitted; in each case, *provided*, that the Lender and Ex-Im Bank
> each acknowledges and agrees that pursuant to Section 9.07 the Lender
> shall indemnify Ex-Im Bank for all actual damages and costs suffered
> by Ex-Im Bank as a result of any failure by the Lender to comply with
> its obligation under this Section 5.04(b)(v) but any such failure
> shall in no way affect the binding nature of any Guarantee issued with
> respect to the relevant Credit.

5.05 [Note Completion]{.underline}.[]{#__RefHeading___Toc526768679
.anchor} With respect to all Notes submitted to Ex-Im Bank for a
Guarantee Legend or Guaranteed Note Certificate, the Lender shall
ensure:

\(a\) that the text of each such Note conforms with the text and format
required by Section 2.07;

\(b\) that the date of issuance of each such Note conforms with all
applicable terms and conditions of this Agreement, the relevant Ex-Im
Bank Approval and any Credit Agreement for the establishment of such
date;

\(c\) that the Lender's name and address are accurately reflected as
payee on the face of each such Note;

\(d\) that the representation of the principal amount of each such Note
is accurate and free of ambiguity between the numerical representation
and the textual representation of each such principal amount;

\(e\) that, in the case of any Global Note, the face principal amount of
each Note is greater than or equal to the aggregate principal amounts of
any Guarantee Certificates previously issued with respect thereto; and

\(f\) that the due dates set forth in each such Note conform with all
applicable terms and conditions of this Agreement, the relevant Ex-Im
Bank Approval and any Credit Agreement for the establishment of such
dates;

in each case*, provided* that the Lender and Ex-Im Bank each
acknowledges and agrees that pursuant to Section 9.07 the Lender shall
indemnify Ex-Im Bank for all actual damages and costs suffered by Ex-Im
Bank as a result of any failure by the Lender to comply with its
obligation under this Section 5.05 but any such failure shall in no way
affect the binding nature of any Guarantee issued with respect to the
relevant Credit.

SECTION 6. CONDITIONS PRECEDENT[]{#__RefHeading___Toc526768680 .anchor}

6.01 [Conditions Precedent to the Effectiveness of this
Agreement]{.underline}.[]{#__RefHeading___Toc526768681 .anchor} As
conditions precedent to the effectiveness of this Agreement, Ex-Im Bank
shall have received, in form and substance satisfactory to it, evidence
of the authority (including specimen signatures) of each Person who, on
behalf of the Lender, signed this Agreement, will sign the Requests for
Guarantee or other documents required by this Agreement, and will
otherwise act as the Lender\'s representative in the performance of this
Agreement.

6.02 [Conditions Precedent]{.underline}.[]{#__RefHeading___Toc526768682
.anchor} The Utilization of each Credit shall be subject:

\(a\) if Ex-Im Bank's Guarantee of the Credit is a Comprehensive
Guarantee, to the execution of a Credit Agreement;

\(b\) to the satisfaction of each of the conditions precedent set forth
in the Ex-Im Bank Approval with respect to such Credit, if any; and

\(c\) to the satisfaction of each of the conditions precedent set forth
in the Credit Agreement.

SECTION 7. COMMITMENT FEES AND PAYMENT
METHOD[]{#__RefHeading___Toc526768683 .anchor}

7.01 [Commitment Fees]{.underline}.[]{#__RefHeading___Toc526768684
.anchor}

\(a\) In connection with each Transaction, if the Lender is the
"Applicant" named on the relevant Ex-Im Bank Application then the Lender
shall either:

> \(i\) pay or cause to be paid to Ex-Im Bank a guarantee commitment fee
> (a "Commitment Fee") with respect to such Transaction, whether or not
> the Transaction is consummated (including, without limitation, whether
> or not any Credit Agreement is executed or Note is issued), at the
> rate per annum specified in the relevant Ex-Im Bank Approval on the
> uncancelled and undisbursed balance from time to time of the Credit,
> computed on the basis of the actual number of days elapsed (including
> the first day but excluding the last), using a 360-day year, accruing
> from the date specified in the relevant Ex-Im Bank Approval to the
> Final Disbursement Date, and payable on the dates specified in such
> Ex-Im Bank Approval beginning on the date specified therein; or
>
> \(ii\) include with such Ex-Im Bank Application at the time of
> submission to Ex-Im Bank a duly authorized and executed letter from
> the Borrower in the form of Exhibit A-1 to Annex A (a "Fee Letter")
> pursuant to which the Borrower agrees to pay or cause to be paid to
> Ex-Im Bank the relevant Commitment Fee.

\(b\) The Lender acknowledges and agrees that the Commitment Fee shall
continue to accrue and become due and payable as described above during
any period in which Utilizations are suspended as described in Section
10.08(a).

7.02 [Method of Payment]{.underline}.[]{#__RefHeading___Toc526768685
.anchor}

\(a\) All payments required by this Section 7 shall be made without
set-off or counterclaim in U.S. 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 (as applicable) to Ex-Im Bank at the Federal
Reserve Bank of New York for credit to Ex-Im Bank's account: U.S.
Treasury Department 021030004 TREAS NYC/CTR/BNF=/AC-4984
OBI=Export-Import Bank Due \_\_\_\_\_\_\_\_\_\_\_\_\_\_ on EIB
Transaction No. AP\_\_\_\_\_\_\_\_\_-\[Country\] from
\[\_\_\_\_\_\_\_\_\] for Commitment Fee, or as otherwise directed in
writing by the Treasurer-Controller or an Assistant Treasurer of Ex-Im
Bank.

\(b\) Except as otherwise provided herein, whenever any payment would
otherwise fall due on a day that is not a Business Day, the due date for
payment shall be the immediately succeeding Business Day and interest
and fees shall be computed in accordance with Section 10.03.

SECTION 8. CLAIM PROCEDURES[]{#__RefHeading___Toc526768686 .anchor}

8.01 [Failure to Pay]{.underline}.[]{#__RefHeading___Toc526768687
.anchor} In the case of a Comprehensive Guarantee, in the event that:

\(a\) the Borrower and the Guarantors, if any, respecting any Credit
fail for any reason (including, without limitation, debt relief accorded
by the United States to the Borrower's Country or the imposition of
withholding taxes by the Borrower's Country) to pay in full any
regularly scheduled installment of principal of or interest on a Note
for more than thirty (30) calendar days after the due date of such
installment; and

\(b\) a period of fifteen (15) calendar days has elapsed since the
Lender has made written demand for payment on the Borrower and any
Guarantors (which demand may be omitted only if and to the extent that
the making thereof would be prohibited by any applicable law governing
the bankruptcy or insolvency of the Borrower or a Guarantor as
appropriate);

then the Lender, on behalf of all Noteholders, may make demand for
payment on Ex-Im Bank in accordance with the provisions of Section 8.02
with respect to all outstanding Notes issued in connection with such
Credit.

Any failure by a Borrower to make an optional prepayment under a Credit
Agreement shall not be a payment default that entitles the Lender to
make demand on Ex-Im Bank under this Agreement.

8.02 [Demand on Ex-Im Bank]{.underline}.[]{#__RefHeading___Toc526768688
.anchor}

\(a\) Subject to Section 8.01, the Lender shall be entitled to make a
demand on Ex-Im Bank for compensation. In the event that a demand made
pursuant to the previous sentence is not for the full amount of the
installment(s) of principal and/or interest unpaid as of the date of
such demand, the Lender shall be entitled to make a second demand on
Ex-Im Bank for compensation with respect to all or any part of the
remaining amount. Subject to Section 8.02(b), the Lender may make its
initial demand at any time after the end of the period specified in
Section 8.01, and the Lender may make any second demand any time after
the first demand and within the time period specified in Section
8.02(b)(vi).

\(b\) Each demand by the Lender on Ex-Im Bank must:

> \(i\) be in writing and submitted to the Vice President of Ex-Im
> Bank's Asset Management Division;
>
> \(ii\) be made only by the Lender;
>
> \(iii\) identify each Note covered by such demand and, with respect to
> each such Note, the Noteholder and the installment(s) of principal
> and/or interest unpaid as of the date of such demand;
>
> \(iv\) include the assignments required under Section 8.03(a);
>
> \(v\) include a copy of the Lender's written demand for payment on the
> Borrower and any Guarantors with respect to all Notes issued under the
> relevant Credit (or, in the event such demand was omitted with respect
> to the Borrower or any Guarantor pursuant to Section 8.01, evidence of
> (x) such party's bankruptcy or insolvency, (y) the applicable
> prohibition and (z) the Lender's demand for payment on those parties
> not subject to such prohibition); and
>
> \(vi\) subject to Section 4.07, be made not later than one hundred and
> fifty (150) calendar days from the due date of the unpaid
> installment(s) of principal and/or interest on which the Lender's
> demand for payment is based.

In the event that the Lender's demand is based upon a failure by the
Borrower and any Guarantors to pay interest that is due and payable
prior to the first Repayment Date, the item listed in Section 8.02
(b)(iv) above shall not be required, but such demand must be accompanied
by a written assignment, satisfactory to Ex-Im Bank, of all of the
Lender's and Noteholder's respective rights with respect to such overdue
interest and the interest accrued thereon. The Lender waives any right
to make a demand under the Guarantee of a Credit with respect to any
Note evidencing such Credit that is not covered by the two demands the
Lender is permitted to make pursuant to this Section 8.02.

8.03 [Assignment to Ex-Im
Bank]{.underline}.[]{#__RefHeading___Toc526768689 .anchor}

\(a\) Upon making a demand on Ex-Im Bank pursuant to Section 8.02 with
respect to any Note(s) issued under a particular Credit, the Lender and
the relevant Noteholder(s) shall each submit to Ex-Im Bank an assignment
in the form of Annex E to this Agreement of all of their respective
rights, title and interest in and to:

> \(i\) all outstanding Notes issued in connection with such Credit that
> are covered by the relevant demand, each endorsed by the relevant
> Noteholder to the order of Ex-Im Bank without recourse to such
> Noteholder (which Notes shall not be stamped, marked or amended in a
> manner prohibited by Section 9.03 or canceled, destroyed, perforated
> or mutilated);
>
> \(ii\) the Credit Agreement;
>
> \(iii\) any Security granted in connection with such Credit and/or all
> Notes issued in connection with such Credit; and
>
> \(iv\) any other instrument or agreement executed by the Borrower or
> any Guarantor regarding obligations of the Borrower or any Guarantor
> covered by the Guarantee.

\(b\) For the purposes of this Agreement, "Security" shall mean any
security granted in connection with a Credit and/or Notes to secure
amounts related to such Credit and/or the outstanding Notes issued in
connection with such Credit that are covered by the Guarantee.
"Security" for a particular Credit shall *not* include:

> \(i\) any security obtained by the Lender and/or the relevant
> Noteholders with respect to amounts related to such Credit and/or the
> Notes issued in connection with such Credit but not covered by the
> relevant Guarantee;
>
> \(ii\) any general security arrangement obtained by or conveyed to the
> Lender and/or the relevant Noteholders that is not obtained or
> conveyed in connection with such Credit and/or such Notes but may be
> applicable to such Credit and/or such Notes; or
>
> \(iii\) any other form of security or credit support obtained by or
> conveyed to the Lender and/or the relevant Noteholders that is not
> obtained or conveyed in connection with or is otherwise unrelated to
> such Credit and/or such Notes.

8.04 [Conditions of
Guarantee]{.underline}.[]{#__RefHeading___Toc526768690 .anchor} With
respect to each Guarantee, Ex-Im Bank hereby waives diligence,
presentment, protest and any requirement that the Lender or any
Noteholder exhaust any right or take any action against or give notice
to the Borrower, any Guarantors or Ex-Im Bank, except for the written
demands for payment by the Lender on the Borrower, any Guarantors and
Ex-Im Bank required under this Agreement.

8.05 [Payment by Ex-Im Bank]{.underline}.[]{#__RefHeading___Toc526768691
.anchor}

\(a\) For each demand on Ex-Im Bank made pursuant to Section 8.02, after
the date on which the Lender shall have properly documented its demand
on Ex-Im Bank for payment in accordance with the procedures of this
Agreement (the "Demand Date"), with respect to each outstanding Note,
Ex-Im Bank shall pay to the Lender, for the benefit of each Noteholder
specified in the relevant demand the Guaranteed Amount in accordance
with the Payment Method provided in Section 4.08.

\(b\) Ex-Im Bank shall make the payment required by Section 8.05(a)
within five (5) Business Days after the Demand Date, unless Ex-Im Bank
determines that additional time is required due to the large number of
claims then pending at Ex-Im Bank, in which event Ex-Im Bank shall make
such payment no later than fifteen (15) Business Days after the Demand
Date.

\(c\) In the case of each demand made with respect to a Floating Rate
Note, after the later of (x) the relevant Demand Date and (y) the
relevant first Payment Date, Ex-Im Bank shall pay in a single
installment (an "Accelerated Payment") the Guaranteed Amount (the
"Accelerated Payment Method").

\(d\) In the case of each demand made with respect to a Fixed Rate Note,
after the later of (x) the relevant Demand Date and (y) the relevant
first Payment Date, Ex-Im Bank shall:

> \(i\) in the case of each such Note under which a payment default has
> occurred, pay an amount equal to the sum of (A) the due and unpaid
> installment(s) of principal and/or interest that is included in the
> Guaranteed Amount, and (B) the interest accrued on the installment(s)
> described in clause (i)(A) at the Guaranteed Interest Rate from the
> due date(s) for such installment(s) to the date of payment by Ex-Im
> Bank; and
>
> \(ii\) issue to the relevant Noteholder and deliver to the Lender, on
> behalf of such Noteholder, a payment certificate in the form of Annex
> F (a "Payment Certificate") with respect to the outstanding (but not
> yet due and payable) balance of the Note that is included in the
> Guaranteed Amount (the payment method described in this Section
> 8.05(d), the "Installment Payment Method"). In accordance with the
> terms of each Payment Certificate, Ex-Im Bank will pay the principal
> amount of such Payment Certificate in installments on the payment
> dates and in the amount set forth therein, including interest accrued
> thereon at the Guaranteed Interest Rate.

\(e\) Except for payments due under a Payment Certificate, all payments
of the Guaranteed Amount due under this Agreement shall be made by Ex-Im
Bank to the Lender, for the benefit of the relevant Noteholders, and
such payments to the Lender shall discharge fully and completely Ex-Im
Bank's liability to such Noteholders.

\(f\) If the Guarantee terminates pursuant to Section 4.04, 4.05 or 4.06
with respect to one or more installments of principal and/or interest,
all installments of principal and/or interest on the Notes as to which
the Guarantee has terminated shall be deemed to have been paid in full
when and as due for the purposes of determining the amount payable by
Ex-Im Bank under this Section 8.05.

\(g\) Notwithstanding anything to the contrary contained herein with
respect to interest due on or after the first Repayment Date, if the
Lender's demand is based upon a failure by the Borrower and any
Guarantor to pay interest that is due and payable prior to the first
Repayment Date, Ex-Im Bank shall pay an amount equal to the sum of (i)
such due and unpaid interest and (ii) the interest accrued at the
Guaranteed Interest Rate on such due and unpaid interest from its due
date to the date of payment by Ex-Im Bank.

\(h\) In the event that Ex-Im Bank fails to make claim payment within
fifteen (15) Business Days after the Demand Date, thereby failing to
comply with its obligations under Section 8.05(b), for each additional
day after the fifteenth Business Day up to the day on which Ex-Im Bank
makes claim payment, Ex-Im Bank shall pay the Lender an additional
amount equal to the difference between (i) interest accrued on the
defaulted installment(s) of principal and/or interest at the Guaranteed
Interest Rate as provided in the foregoing provisions of this Section
8.05 and (ii) interest on such installment(s) calculated at a rate per
annum equal to the sum of: (x) one percent (1%) and (y) the higher of
the Guaranteed Interest Rate or the Federal Funds Rate.

8.06 [Rights After Payment by Ex-Im
Bank]{.underline}.[]{#__RefHeading___Toc526768692 .anchor} Upon the
first payment by Ex-Im Bank under Section 8.05(a):

\(a\) Ex-Im Bank, by virtue of the assignments made pursuant to Sections
8.03(a), shall acquire all right, title and interest of the Lender and
the Noteholders, respectively, in and to all outstanding Notes issued in
connection with such Credit with respect to which demand for payment has
been made on Ex-Im Bank, any Security granted in connection with the
relevant Credit and the Credit Agreement, and shall be entitled, in
Ex-Im Bank's sole discretion, to pursue collection for Ex-Im Bank's own
account of all amounts due or to become due on or under such Notes, the
Credit Agreement, and such Security; and

\(b\) thereafter, the Lender and the Noteholders, with respect to such
Notes, the Credit Agreement, and such Security, shall be entitled only
to payments from Ex-Im Bank made in accordance with this Agreement.

SECTION 9. UNDERTAKINGS OF THE LENDER[]{#__RefHeading___Toc526768693
.anchor}

The Lender agrees that so long as Ex-Im Bank remains liable under this
Agreement:

9.01 [Register]{.underline}.[]{#__RefHeading___Toc526768694 .anchor} In
the event the Lender is not the holder of all the Notes for any Credit,
the Lender shall establish and maintain a register for recording with
respect to each Note issued in connection with such Credit that is held
by a Person other than the Lender:

\(a\) the name and address of each current and previous Noteholder;

\(b\) the date of any transfer or assignment of such Note and the face
amount of such Note;

\(c\) the date and amount of each payment made by or on behalf of the
Borrower or any Guarantors on such Note; and

\(d\) the date and amount of each payment made by Ex-Im Bank under this
Guarantee Agreement that is made pursuant to the Disbursement Payment
Method if applicable.

At Ex-Im Bank's request, the Lender shall make such register available
to Ex-Im Bank. The Lender shall maintain such register with respect to
such Notes until such time as the Notes have been repaid in full or
Ex-Im Bank has either issued a Payment Certificate or made an
Accelerated Payment with respect to such Notes. After such time, the
Lender need not retain the register, provided the Lender shall have
first delivered to Ex-Im Bank's Claims and Recoveries Division a copy of
the register, certified by the Lender as a true, complete and correct
copy, which copy Ex-Im Bank shall have found to be satisfactory in form
and substance.

9.02 [Notices]{.underline}.[]{#__RefHeading___Toc526768695 .anchor}

\(a\) The Lender shall notify Ex-Im Bank promptly but in no event later
than thirty (30) days after receipt of knowledge of:

> \(i\) any failure by a Borrower or any Guarantor to pay when due any
> amount owing under any Credit Agreement or any Note;
>
> \(ii\) the occurrence of any payment default by the Borrower on any of
> the Borrower's material External Indebtedness, which payment default
> the Lender reasonably determines could affect materially and adversely
> the Borrower's ability to repay its indebtedness under any Credit
> Agreement or any Note;
>
> \(iii\) the receipt of any prepayment made by or on behalf of the
> Borrower or any Guarantor on any Note; and
>
> \(iv\) the return of any payment previously made by the Borrower or
> any Guarantor to the Lender or any Noteholder under the circumstances
> described in Section 4.07.

With respect to events described in clause (iii) of the foregoing
sentence, notice shall be sent to the Vice President of the Responsible
Division of Ex-Im Bank and to Ex-Im Bank's Chief Financial Officer.

\(b\) The Lender shall use reasonable efforts to notify Ex-Im Bank
promptly but in no event later than thirty (30) days after receipt of
knowledge of the occurrence of any Event of Default not covered in
Section 9.02(a).

\(c\) The Lender shall notify Ex-Im Bank promptly if any Person
identified pursuant to Section 6.01 ceases to be authorized on behalf of
the Lender to sign the Requests for Guarantee or other documents
required by this Agreement, or otherwise to act as the Lender's
representative in the performance of this Agreement. The Lender shall
notify Ex-Im Bank promptly of each new Person who receives authorization
to act on behalf of the Lender in the manner specified in Section 6.01,
which notice shall be accompanied by the evidence of the authority
specified in such Section.

9.03 [Prohibited Amendments]{.underline}.[]{#__RefHeading___Toc526768696
.anchor} The Lender will not, without Ex-Im Bank's prior written
consent, agree to any material amendment of the terms of any Credit
Agreement or the terms of any Note, or consent to any material deviation
from the respective provisions thereof, including, without limitation,
(a) a change in the payment terms under any Credit Agreement or any Note
or (b) a change in the place of payment (except to any other account of
the Lender located in the United States or at another office of the
Lender located in the United States) of amounts payable under any Credit
Agreement or any Note.

9.04 [Delivery of Documents]{.underline}.[]{#__RefHeading___Toc526768697
.anchor} The Lender shall deliver or cause to be delivered all documents
required by Ex-Im Bank from the Lender or the L/C Bank (as defined in a
Credit Agreement), under Annex B and Annex B-1 (if applicable) of each
such Credit Agreement.

9.05 [Payments Following Demand on Ex-Im
Bank]{.underline}.[]{#__RefHeading___Toc526768698 .anchor} In the event
that the Lender or any Noteholder receives from any party other than
Ex-Im Bank a payment under or related to any Note, any Credit Agreement
or any Security (a "Non-Ex-Im Bank Payment") with respect to any Credit:

\(a\) After the date of demand on Ex-Im Bank by the Lender pursuant to
Section 8.02 but prior to the date of Ex-Im Bank's first payment under
this Agreement, the Lender or the Noteholder, as the case may be, shall
promptly but in no event later than five (5) Business Days after receipt
notify Ex-Im Bank of the date and amount of such Non-Ex-Im Bank Payment
and such payment shall be applied in accordance with the application of
payments provisions of the relevant Credit Agreement.

\(b\) After Ex-Im Bank's first payment under this Agreement in
accordance with the Disbursement Payment Method, until the amounts
assigned to Ex-Im Bank under this Agreement with respect to such Credit
have been paid in full, the Lender or the Noteholder, as the case may
be, shall forward promptly to Ex-Im Bank such Non-Ex-Im Bank Payment.

\(c\) After Ex-Im Bank's first payment under this Agreement in
accordance with the Accelerated Payment Method or Installment Payment
Method, the Lender or the Noteholder, as the case may be, shall forward
promptly to Ex-Im Bank such Non-Ex-Im Bank Payment.

9.06 [Transfer of Rights, Duties, and Responsibilities under this
Agreement]{.underline}.[]{#__RefHeading___Toc526768699 .anchor} The
Lender will not, without Ex-Im Bank's prior written consent, assign or
otherwise transfer: (a) the Lender's right to make demand for payment on
and receive payment from Ex-Im Bank for the benefit of the Noteholders
in accordance with the provisions of Section 8; and (b) any of its other
rights, duties or responsibilities under this Agreement, except that the
foregoing shall not restrict an assignment or transfer by operation of
law. Nothing in this Section 9.06 is intended to restrict or otherwise
limit the Lender's right to assign or otherwise transfer any interest in
any Note or to grant participations therein.

9.07 [Indemnification]{.underline}. []{#__RefHeading___Toc526768700
.anchor} In the event that the Lender fails to fulfill any of its
responsibilities under this Agreement or any Credit Agreement, the
Lender shall be liable to Ex-Im Bank for all of the actual damages
suffered by, or costs incurred by, Ex-Im Bank as a result thereof and
shall indemnify Ex-Im Bank for such actual damages and costs. The Lender
shall not be liable for incidental or consequential damages. The
coverage of this Agreement with respect to any interest in a Note the
Lender holds in its capacity as a Noteholder shall not be affected by
any such failure, and such failure shall not impair the rights of any
other Noteholder under this Agreement. Ex-Im Bank may enforce its rights
under this Section 9.07, and pursue all remedies available with respect
thereto, in any court of competent jurisdiction. Notwithstanding
anything to the contrary contained herein, the agreements set forth in
this Section 9.07 shall survive the termination of this Agreement and
the payment of all or any portion of a Guaranteed Amount.

SECTION 10. MISCELLANEOUS[]{#__RefHeading___Toc526768701 .anchor}

10.01 [Governing Law; Waiver of Jury
Trial]{.underline}.[]{#__RefHeading___Toc526768702 .anchor}

\(a\) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK, U.S.A.

\(b\) FOR THE PURPOSES OF THIS AGREEMENT, EACH OF THE LENDER AND EX-IM
BANK HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL
OR WRITTEN), OR ACTIONS OR OMISSIONS OF ANY PARTY HERETO, OR ANY OTHER
PERSON, RELATING TO THIS AGREEMENT.

10.02 [Notices]{.underline}.[]{#__RefHeading___Toc526768703 .anchor}
Except as otherwise specified, all notices given hereunder shall be in
writing in the English language, shall include the MGA No. and the
applicable Ex-Im Bank Transaction Number (if any), and shall be given by
mail, facsimile, or personal delivery, and deemed to be given for the
purposes of this Agreement on the day that such notice is received by
the intended recipient thereof.

\(a\) [Notices to the
Lender]{.underline}.[]{#__RefHeading___Toc526768704 .anchor} Unless
otherwise specified in a notice delivered in accordance with this
Section 10.02, all notices to the Lender shall be delivered to the
street address, facsimile number, or e-mail address specified on the
Lender Information sheet preceding the table of contents to this
Agreement.

\(b\) [Notices to Ex-Im
Bank]{.underline}.[]{#__RefHeading___Toc526768705 .anchor} Unless
otherwise specified in a notice delivered in accordance with this
Section 10.02, all notices to Ex-Im Bank shall be delivered:

> \(i\) in the case of notices to Ex-Im Bank with respect to a
> particular Transaction, ([A]{.underline}) prior to the first
> Utilization, to the attention of the Vice President of the Responsible
> Division and ([B]{.underline}) after the first Utilization, to the
> attention of the Vice President of the Asset Management Division at
> the address or facsimile number specified below:
>
> Address: Export-Import Bank of the United States
>
> 811 Vermont Avenue, N.W.
>
> Washington, D.C. 20571
>
> Facsimile: (1-202) 565-3625 (Asset Management Division)
>
> Telephone: (1-202) 565-3600 (Asset Management Division);
>
> \(ii\) in the case of any notice to Ex-Im Bank, the required recipient
> of which is otherwise specified herein, addressed to Ex-Im Bank at the
> address listed below for the attention of such required recipient, and
> if given by facsimile, sent to the "Bank-wide" facsimile number
> specified below; and
>
> \(iii\) in all other cases, addressed to Ex-Im Bank at the address
> number noted below for the attention of the Group Vice President -
> Structured & Trade Finance Group, and if given by facsimile, sent to
> the "Structured & Trade Finance Group" facsimile number specified
> below:
>
> Address: Export-Import Bank of the United States
>
> 811 Vermont Avenue, N.W.
>
> Washington, D.C. 20571
>
> Facsimile: (1-202) 565-3226 (Structured & Trade Finance Group)
>
> (1-202) 565-3380 (Bank-wide)
>
> Telephone: (1-202) 565-3225 (Structured & Trade Finance Group)
>
> (1-202) 565-3946 (Bank-wide)

\(c\) [Notices to a
Noteholder]{.underline}.[]{#__RefHeading___Toc526768706 .anchor} Unless
otherwise specified in a notice delivered in accordance with this
Section 10.02, all notices to a Noteholder shall be delivered, in care
of the Lender, at the Lender's address. In the case of a Noteholder who
is not also the Lender, a notice shall be deemed to have been given to
such Noteholder five (5) Business Days after delivery to the Lender of
such notice.

\(d\) [Notices to a Certificate
Holder]{.underline}.[]{#__RefHeading___Toc526768707 .anchor} Unless
otherwise specified in a notice delivered in accordance with this
Section 10.02, all notices to a Certificate Holder shall be delivered to
the address appearing for such Certificate Holder on Ex-Im Bank's
registry books.

10.03 [Computations]{.underline}.[]{#__RefHeading___Toc526768708
.anchor} Unless otherwise specified in an Ex-Im Bank Approval with
respect to a Transaction, all computations of interest and fees
hereunder and under the Note(s) shall be made on the basis of a year of
360 days and actual days elapsed. All such calculations shall include
the first day and exclude the last day of the period of calculation.

10.04 [Benefit of Agreement]{.underline}.[]{#__RefHeading___Toc526768709
.anchor} This Agreement shall be binding upon and inure to the benefit
of and be enforceable by the respective successors and assigns of the
parties hereto.

10.05 [Entire Agreement]{.underline}.[]{#__RefHeading___Toc526768710
.anchor} This Agreement and the Ex-Im Bank Approval with respect to each
Transaction contain the entire agreement between the parties hereto
regarding the Guarantee of the relevant Credit with respect to such
Transaction. This Agreement contains the entire agreement between the
parties hereto regarding all other matters relating to Ex-Im Bank's
Guarantees.

10.06 [Amendment or Waiver]{.underline}.[]{#__RefHeading___Toc526768711
.anchor}

\(a\) [Amendment or Waiver of this
Agreement]{.underline}.[]{#__RefHeading___Toc526768712 .anchor} Except
for the terms and conditions of Section 10.07 and this Section 10.06,
Ex-Im Bank may amend or modify any of the terms and conditions of this
Agreement by written notice to the Lender. Unless the Lender consents in
writing, no such change shall affect any Transaction with respect to
which Ex-Im Bank has issued an Ex-Im Bank Approval prior to the date of
such change. The Lender may not amend, modify or waive this Agreement
without the written consent of Ex-Im Bank. Any amendment or waiver of
any provision of this Agreement by Ex-Im Bank in connection with any
Transaction shall be limited to the particular Transaction and shall not
constitute an amendment or waiver of such provision for any other
purpose.

\(b\) [Amendment or Waiver of an Ex-Im Bank
Approval]{.underline}.[]{#__RefHeading___Toc526768713 .anchor} An Ex-Im
Bank Approval may not be changed, discharged or terminated (except as
expressly provided herein) without the written consent of the parties
hereto, and no provision thereof may be waived without the written
consent of the party to be bound thereby.

[]{.mark}

10.07 [Termination]{.underline}.[]{#__RefHeading___Toc526768714 .anchor}
In addition to any other discharge or termination provisions expressly
provided herein, either the Lender or Ex-Im Bank may discharge or
terminate this Agreement upon fifteen (15) days' prior written notice to
the other party hereto; *provided*, that such discharge or termination
shall not affect any Transaction with respect to which Ex-Im Bank has
issued an Ex-Im Bank Approval prior to the date of such discharge or
termination without the written consent of the parties hereto.

> 10.08 [Suspension and Cancellation by Ex-Im
> Bank]{.underline}.[]{#__RefHeading___Toc526768715 .anchor}

\(a\) If a Borrower fails to pay when due any amount owing under any Fee
Letter, any Credit Agreement, or any Note with respect to a Credit, or
if any other Event of Default should occur and be continuing, then Ex-Im
Bank, by written notice to the Lender, the Borrower and any Guarantor,
may:

> \(i\) suspend further Utilizations of the Credit until Ex-Im Bank is
> satisfied that the cause of such suspension has been removed; or
>
> \(ii\) cancel the unutilized and uncancelled amount of the Credit;
> provided, however, that Ex-Im Bank shall not suspend or cancel any
> portion of the Credit for which Letters of Credit have been issued,
> advised or confirmed.

\(b\) If all conditions precedent to first Utilization provided in the
relevant Credit Agreement and in this Agreement with respect to a
Transaction are not fulfilled to the sole satisfaction of Ex-Im Bank on
or prior to the "Required Operative Date" specified in the Credit
Agreement, then after taking into account the circumstances of such
failure, Ex-Im Bank, by written notice to the Lender, the Borrower, and
any Guarantor, may cancel the Credit.

\(c\) In the event of a cancellation of all or part of a Credit by Ex-Im
Bank:

> \(i\) if the Lender is the "Applicant" named on the relevant Ex-Im
> Bank Application, the Lender shall pay, or cause the Borrower to pay
> or cause to be paid, to Ex-Im Bank all commitment fees accrued and
> unpaid under Section 7.01; and
>
> \(ii\) the Lender shall pay, or cause the Borrower to pay or cause to
> be paid to Ex-Im Bank all other amounts due and payable under this
> Agreement as of such date.

In each Transaction, the Lender's duty under clause (i) of this Section
10.08(c) shall be satisfied by the delivery to Ex-Im Bank of the Fee
Letter referred to in Section 7.01(a)(ii).

10.09 [Reliance on Lender's Evidence
Authority]{.underline}.[]{#__RefHeading___Toc526768716 .anchor} Ex-Im
Bank may rely on the evidence of authorization provided by the Lender
pursuant to Section 6.01 as modified by any notice the Lender delivers
pursuant to Section 9.02(c), and Ex-Im Bank shall not be required to
make any further inquiry with respect to the matters stated therein.
Subject to Section 10.07, the Lender agrees to be irrevocably bound by
each Request for Guarantee or other document required by this Agreement
or notice delivered hereunder that is purportedly executed on behalf of
the Lender in a manner consistent with the evidence of authorization
provided pursuant to Section 6.01 as modified by a notice delivered
pursuant to Section 9.02(c).

10.10 [Counterparts]{.underline}.[]{#__RefHeading___Toc526768717
.anchor} This Agreement may be signed in separate counterparts, each of
which shall be deemed to be an original, and all of which together shall
constitute one and the same instrument.

10.11 [English Language]{.underline}.[]{#__RefHeading___Toc526768718
.anchor} All documents to be delivered by any party hereto pursuant to
the terms hereof shall be in the English language, or if originally
written in another language, shall be accompanied by an accurate English
translation upon which the other parties hereto shall have the right to
rely for all purposes under this Agreement.

10.12 [Severability]{.underline}.[]{#__RefHeading___Toc526768719
.anchor} To the extent permitted by applicable law, the illegality or
unenforceability of any provision of this Agreement shall not in any way
affect or impair the legality or enforceability of the remaining
provisions of this Agreement.

[^1]: Provide for one or more signatures to the extent necessary to bind
    the Lender.

[^2]: The Lender is permitted to use an alternative definition of
    Business Day if Ex-Im Bank agrees.

[^3]: The proviso to this definition clarifies that Ex-Im Bank's
    guarantee covers the originally agreed upon interest rate and any
    alternative rate that becomes applicable during the course of the
    transaction (including, in the case of securitized transactions, the
    liquidity facility interest rate), but in no event a Lender's
    default or penalty interest rate.

[^4]: The Lender, Ex-Im Bank, and a Borrower may agree on a slightly
    longer or shorter billing cycle so long as it is still a reasonable
    period.

[^5]: If a particular Lender needs to use a different LIBOR definition
    and Ex-Im Bank and the relevant Borrower agree, then such Lender may
    use this different definition, and the Lender's Request for Ex-Im
    Bank Approval should note that an alternative reference rate is
    requested. Ex-Im Bank's agreement to use an alternative reference
    rate must be reflected in the relevant Ex-Im Bank Approval.

[^6]: Ex-Im Bank will only agree to use Series Notes or Single
    Disbursement Notes if required for an appropriately enforceable
    obligation under the laws of the Borrower's Country.

[^7]: Commitment fees, bank letter of credit fees, and other recurring
    bank fees are not financeable under the Credit.