From: Jim Newton <Jim.Newton@Exim.Gov>

To: robert.mayer@pnc.com Cc: nawshin.varming@pnc.com, Jonathon Kim <Jonathon.Kim@Exim.Gov>, Sharon Whitt <Sharon.Whit t@Exim.Gov> Date: 02/29/2012 07:51 PM Subje Re: Global Credit Express
- Pilot Loan Program ct:

Bob, thank you for providing us with your counsel's comments! On the Application: Regarding the "Additionality" statement in the Originator's Application on page 7, your counsel makes a good poi nt because the statement has been excerpted from the Working Capital Guarantee Application. I'm going to recommend that we change the wording to read as follows: "We would not be willing to make this loan on the terms prescribed in the Global Credit Expr ess Program, and in our opinion the financial assistance to be approved is not otherwise available on reasonable terms without the participation of Ex
- Im Bank." While I believe this change can be incorporated into the Global Credit Express Application, we have to submit your Bank's comments about the application to OMB (Office of Management and Budget) within the next 30 days to secure their approval to make such a change. Basically, OMB has to agree a change is warranted. As I understand the process, PN C's request for a change and our acknowledgement of the change should satisfy OMB's requirements. On the Master Referral Fee Agreement: Section 5. (a)
- In the Term Sheet dated 2/23/12, we provided an example of "good standing" as ". . . all obligations have been paid as agreed, and there are no defaults, suspensions, restrictions or overdrafts on their accounts . . ." (See attached) I concede neither the Master Referral Fee Agreement nor the Term Sheet states the customer relationship does not have to be a borrowing relationship. We have consistently made that point in our communications, but we chose not to make it a non
- requirement in the Agreement. If PNC wants Ex
- Im Bank to specifically address it in the Master Referral Fee Agreement, then I thin k our in
- house counsel can accommodate that request. Let me also assure you that Ex
- Im Bank is not asking PNC to certify the Borrower will not default. We are seeking only a modicum of comfort from PNC and the other Originators that the applicant isnot currently in default or otherwise deficient.

Section 5. (b)
- I think our in
- house counsel can accommodate this change request to read: "Originator is not aware, to the best of its knowledge, of any material misstatement or omission in the GCE Borrower ma terials submitted to Ex
- Im Bank , , ," Sections 6 & 7
- The Originator may charge the Borrower a referral fee of up to $2,000 and a renewal fee of up to $1,500. The Originator (PNC) will be copied on the Commitment Letter issued by Ex
- Im Bank to the Borr ower once the loan has been approved by Ex
- Im Bank. When the loan is closed and funded, the initial disbursement under the loan will be the referral fee payment, which Ex
- Im Bank will promptly wire transfer to the Originator (PNC). If you like, we can em ail you the identifying wire information and amount at the time of the transfer. The same procedures will apply to renewals given they require a new application, approval and Commitment Letter. Again, the renewal fee will be disbursed from the loan and p romptly wire transferred to the Originator. Please note that the Originator has the sole discretion to determine the amount of both the referral and renewal fees in amounts of up to $2,000 and $1,500, respectively. If PNC wants to charge the Borrower fla t fees of $2,000 for referrals and $1,500 for renewals that's the Bank's prerogative. Some Originators have indicated they may not charge either referral or renewal fees so we needed to allow for amounts less than the stated limits of $2,000 and $1,500. Exhibit A
- Paragraph F
- PNC is currently certifying to both parts of Para F (i.e., current and future status of representations made) in the standard certifications section of the Ex
- Im Bank Working Capital Guarantee Documents as well as other Ex
- Im Bank Insurance and Guarantee Programs. We're in the process of collecting and responding to comments on the Global Credit Express Loan, Security & Guarantee Agreement, the Commitment Letter, and the Master Referral Fee Agreement. We hope to compile the comm ents and requested changes into a final set of documents for distribution to all of the Originators by March 15, 2012. Jonathon Kim, Ex
- IM Bank's in
- house counsel for the GCE Program, may have further comments on the changes you have requested for Sub
- Sec tions 5 (a) & (b). If that's the case, we'll arrange a conference call to address those points and any others with you and your counsel. Thanks again for getting back to us with your counsel's comments and concerns! I hope I have addressed them to your joint satisfaction! I greatly appreciated the opportunity to meet with you and your PNC colleagues on Monday!
Jim Newton