FAST TRACKEXPORT LOAN AGREEMENT This FAST TRACK EXPORT LOAN
AGREEMENT United Solar Ovonic Corporation, United Solar Ovonic LLCand JPMorgan
Chase Bank, N.A. is made and executed as ofFebruary 4, 2008. This Agreement
governs the Credit Accommodations described herein. Borrower understands and agrees that:
(a) in granting, issuing, renewing, or extending such Credit Accommodations, Lender is
relying upon Borrowers representations, warranties, and agreements set forth in this
Agreement and the other Financing Documents; and (b) such Credit Accommodations shall be
and remain subject to the following terms and conditions of this Agreement until all
Borrowers Obligations hereunder have been paid and performed in full. ARTICLE ICERTAIN DEFINED TERMS Section 1.1 Definitions. Defined Terms.  The following words shall have the following meanings when used in this Agreement. ABR.   
                    The term ABR, when used in reference to any Loan or Borrowing,
                    refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
                    interest at a rate determined by reference to the Alternate Base Rate.  Adjusted LIBO Rate.   The words Adjusted LIBO Rate mean, with respect to any
Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards,
if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.  Advance.   
                    The word Advance means an advance made by the Lender to
                    Borrower pursuant to this Agreement.  Affiliate.   
                   The word Affiliate means any Person directly or indirectly controlling, controlled by or under common control with, another Person.  Aggregate Liquidity.   The words Aggregate Liquidity mean, at any time, the sum of (a)
all of the cash held in the Liquidity Account at such time, plus (b) the market
value of all of the Liquidity Cash Equivalents at such time, plus (c) the Liquidity
Investment Property existing at such time, plus (d) Total Availability at such
time.  Agreement.    
                    The word Agreement means this Fast Track Export Loan Agreement, as
                    it may be amended, modified, restated, renewed and extended from time to time,
                    together with all exhibits and schedules attached hereto from time to time. The
                    Agreement is the Loan Agreement, as defined in the Borrower Agreement.  Alternate Base Rate.   The words Alternate Base Rate mean, for any day, a rate per
annum equal to the greater of (a) the Prime Rate in effect on such day and
(b) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1%.
Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal
Funds Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.  Applicable Rate.   The words Applicable Rate mean, for any day, with respect to any ABR
Advance or Eurodollar Advance, or with respect to the letter of credit fees payable
hereunder, as the case may be, the applicable rate per annum set forth below under the
caption ABR Spread, Eurodollar Spread or Letter of Credit
Fee Rate, as the case may be, based upon the average daily Aggregate Liquidity as of
the most recent determination date:  Aggregate Liquidity
     ABR Spread
     Eurodollar Spread
     Letter of Credit Fee RateCategory 1 >$45,000,000
     -1.00%
     0.75%
     1.25%Category 2>$15,000,000 but<$45,000,000
     -0.75%
     0.85%
     1.50%Category 3<$15,000,000
     -0.50%
     0.95%
     1.75% For purposes of the foregoing, from the Effective Date through March 31, 2008, the Applicable
Rate shall be those rates set forth in Category 2.  Each change to the Applicable
Rate resulting from a change in Aggregate Liquidity shall become effective thirty (30)
days following the end of each fiscal quarter of Borrower, based on the average daily
Aggregate Liquidity for the immediately preceding quarter, as calculated by the Lender.
 Notwithstanding the foregoing, upon the occurrence of an Event of Default, the
Applicable Rate shall be deemed to be Category 3.Available Commitment.   The words Available Commitment mean, at any time, the Maximum
Amount then in effect minus the Revolving Exposure of Lender at such
time.Board.    
                    The word Board means the Board of Governors of the Federal
                    Reserve System of the United States of America.Borrower.   
                    The word Borrower means, collectively and individually,United
                    Solar Ovonic CorporationandUnited Solar Ovonic LLC, and
                    their respective successors and assigns.Borrower Agreement.   The words Borrower Agreement mean, at any time, the most recent
Borrower Agreement as modified by the Fast Track Borrower Agreement Supplement and the
Fast Track Loan Authorization Agreement relating to the Loan executed by Borrower for the
benefit of Lender and Ex-Im Bank, initially in the forms prescribed by Ex-Im Bank attached
hereto as Exhibit A1 and A2, together, in each case, with all amendments,
modifications and extensions thereof.Borrower Representative.   The words Borrower Representative mean United Solar
Ovonic LLC, its successors and assigns.Borrowers Obligations.   The words Borrowers Obligations mean all loans,
advances, debts, expenses, fees, liabilities, and obligations for the performance of
covenants, tasks or duties or for payment of monetary amounts (whether or not such
performance is then required or contingent, or such amounts are liquidated or
determinable) owing by Borrower to Lender, of any kind or nature, present or future,
arising in connection with the Loan. Borrowers Obligations are the Loan Facility
Obligations, as defined in the Borrower Agreement, and are included in the Secured
Obligations, as defined in the Security Agreement, and the Guaranteed
Obligations as defined in the Guaranty.Borrowing.   
                    The word Borrowing means (a) Advances of the same Type, made,
                    converted or continued on the same date and, in the case of Eurodollar Advances,
                    as to which a single Interest Period is in effect.Borrowing Request.   
                   The words Borrowing Request mean a request by the Borrower
Representative for a Borrowing in accordance with Section 2.1b.Business Day.   The words Business Day mean any day that is not a Saturday, Sunday or
other day on which commercial banks in New York City are authorized or required by law to
remain closed; provided that, when used in connection with a Eurodollar Loan, the
term Business Day shall also exclude any day on which banks are not
open for dealings in dollar deposits in the London interbank market.Change in Law.   The words Change in Law means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority after the
date of this Agreement or (c) compliance by Lender with any request, guideline or
directive (whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.Collateral.   
                     The word Collateral means all property and interests in property in
                    and upon which Lender has been granted a Lien, including the Security Interest,
                    as security for the payment and performance of Borrowers Obligations,
                    including the Collateral identified in Section 6 of the Fast Track Loan
                    Authorization Agreement and all Proceeds thereof. The Collateral is included in
                    the Collateral, as defined in the Security Agreement.Commitment.   
                    The word Commitment means the commitment of Lender to extend to Borrower the Loan in accordance with the terms and conditions of this Agreement.- 2 -




Commitment Period.   The words Commitment Period mean the period commencing on the
Effective Date and ending on the Commitment Termination Date.Commitment Termination Date.   The words Commitment Termination Date mean the Final
Disbursement Date for the Loan, unless the Commitment Termination Date is accelerated in
accordance with Section 8.2 of this Agreement.Dollars.   
                    Dollars and the sign $ mean dollars in lawful money of
                    the United States of America and, in relation to all payments in Dollars
                    hereunder, (i) same day funds paid through the Regional Clearing House Interbank
                    Payments System, or (ii) immediately available funds paid through the Regional
                    Federal Reserve Bank, or (iii) such other funds as may then be required by the
                    customary procedure of member banks of the Regional Clearing House Association
                    for the settlement of payments.Domestic Availability.   The words Domestic Availability have the meaning ascribed to
the term Availability in the Domestic Credit Agreement.Domestic Credit Agreement.   The words Domestic Credit Agreement mean that certain
Credit Agreement, dated as of February 4, 2008, among Borrower, Guarantor, the lenders
party thereto (including the Lender), and the Lender , as Administrative Agent, as it may
be amended, modified, restated, renewed and extended from time to time, together with all
exhibits and schedules attached thereto from time to time.Domestic LC Exposure.   The words Domestic LC Exposure shall mean LC
Exposure as such term is defined in the Domestic Credit Agreement.Domestic Revolving Credit Facility.   The words Domestic Revolving Credit Facility
mean the loan facility established under the Domestic Credit Agreement and the other Loan
Documents, as such term is defined in the Domestic Credit Agreement.Eurodollar.   
                    The word Eurodollar, when used in reference to any Advance or
                    Borrowing, refers to whether such Advance, or the Advances comprising such
                    Borrowing, are bearing interest at a rate determined by reference to the
                    Adjusted LIBO Rate.Event of Default.   The words Event of Default mean one or more of the events
listed in clauses (a) through (r) in Section 8.1 of this Agreement.Excluded Taxes.   The words Excluded Taxes mean, with respect to the Lender or any
other recipient of any payment to be made by or on account of any obligation of any
Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net
income by the United States of America, or by the jurisdiction under the laws of which
such recipient is organized or in which its principal office is located or, in the case of
any Lender, in which its applicable lending office is located, and (b) any branch profits
taxes imposed by the United States of America or any similar tax imposed by any other
jurisdiction in which any Borrower is located.Ex-Im Availability.   The words Ex-Im Availability mean, at any time, an amount
equal to (a) the lesser of the then Maximum Amount and the then Export-Related Borrowing
Base minus (b) the sum of (i) the outstanding principal amount of the
advances made hereunder at such time plus (ii) and the aggregate
undrawn amount of all outstanding Letters of Credit issued pursuant hereto at such time
plus (iii) the aggregate amount of all payments made by Lender with
respect to Letters of Credit issued pursuant hereto that have not yet been reimbursed by
or on behalf of the Borrower at such time.Ex-Im Bank.   The words Ex-Im Bank mean the Export-Import Bank of the United
States, its successors and assigns.Ex-Im Bank Guarantee.   The words Ex-Im Bank Guarantee mean the Master Guarantee
Agreement between Lender and Ex-Im Bank, together with (i) the Delegated Authority Letter
Agreement between Lender and Ex-Im Bank, (ii) the Fast Track Lender Agreement, and (iii)
the Fast Track Loan Authorization Agreement, together, in each case, with all amendments,
modifications and extensions thereof.Ex-Im Liquidity.   The words Ex-Im Liquidity mean, at any time, the sum of (a) all
of the cash held in the Liquidity Account at such time, plus (b) the market value
of all of the Liquidity Cash Equivalents at such time, plus (c) Ex-Im Availability
at such time.Export-Related Collateral.   The words Export-Related Collateral mean all Export-Related
Inventory, Export-Related Overseas Inventory, Export-Related Accounts Receivable,
Export-Related Overseas Accounts Receivable, Export-Related General Intangibles (but
excluding any such general intangibles that may be included in the definition of Excluded
Collateral (as defined in the Security Agreement)), and all Proceeds.Fast
Track Loan Authorization Agreement.   The words Fast Track Loan Authorization
Agreement mean, at any time, the most recent Fast Track Loan Authorization Agreement
entered into between Lender and Ex-Im Bank setting forth the terms and conditions of the
Loan, together with all amendments, modifications and extensions thereof. A copy of the
Fast Track Loan Authorization Agreement in effect on the date of this Agreement is
attached hereto as Exhibit B. The Fast Track Loan Authorization Agreement is the
Fast Track Loan Authorization Agreement included in the definition of Loan
Authorization Agreement, as defined in the Borrower Agreement.- 3 -



Federal Funds Effective Rate.   The words Federal Funds Effective Rate mean, for any
day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
rates on overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business Day by the
Federal Reserve Bank of New York, or, if such rate is not so published for any day
that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of
1%) of the quotations for such day for such transactions received by the Administrative
Agent from three Federal funds brokers of recognized standing selected by it.Financing Documents.   The words Financing Documents mean, collectively, this
Agreement, the Security Agreement, the Guaranty, the Fast Track Loan Authorization
Agreement, the Borrower Agreement, the Fast Track Borrower Agreement Supplement, the Ex-Im
Bank Guarantee, the Letter of Credit Application(s), all Letters of Credit issued pursuant
hereto, and any other documents, certificates and agreements which are executed and
delivered by Borrower, any Guarantor or any other Person evidencing, securing,
guaranteeing or otherwise relating to Borrowers Obligations. The Financing Documents
are the Loan Documents, as defined in the Fast Track Borrower Agreement Supplement.Governmental Authority.   The words Governmental Authority mean the government of the
United States of America, any other nation or any political subdivision thereof, whether
state or local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining to government.Guarantor.   
                    The word Guarantor means, collectively and individually, each
                    Loan Guarantor as such term is defined in the Domestic Credit
                    Agreement, and each of their respective successors and assigns.Guaranty.   

                     The word Guaranty means Article X of the Domestic Credit Agreement
                    pursuant to which Borrower and Guarantor each guaranty, inter
                    alia, the payment and performance of all Borrowers
                    Obligations.Holdings.   
                     The word Holdings means Energy Conversion Devices, Inc., its
                    successors and assigns.Indemnified Taxes.   
                    The words "Indemnified Taxes" mean Taxes other than Excluded Taxes.Interest Election Request.   
                    The words Interest Election Request mean a request by the Borrower Representative to convert or continue a Borrowing in accordance with Section 2.2f.Interest Payment Date.   The words Interest Payment Date means (a) with respect
to any ABR Advance, the first day of each calendar monthand the Maturity Date, and
(b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to
the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with
an Interest Period of more than three months duration, each day prior to the last
day of such Interest Period that occurs at intervals of three months duration after
the first day of such Interest Period and the Maturity Date.Interest Period.   The words Interest Period mean with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the Borrower Representative may elect; provided,
that (i) if any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless, in the case
of a Eurodollar Borrowing only, such next succeeding Business Day would fall in the next
calendar month, in which case such Interest Period shall end on the next preceding
Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that
commences on the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest Period) shall
end on the last Business Day of the last calendar month of such Interest Period. For
purposes hereof, the date of a Borrowing initially shall be the date on which such
Borrowing is made and thereafter shall be the effective date of the most recent conversion
or continuation of such Borrowing.LC Collateral Account.   
                   The words LC Collateral Account have the meaning assigned to such term in Section 2.1j.LC Disbursement.   
             The words LC Disbursement mean a Disbursement made by the Lender pursuant to a Letter of Credit.LC Exposure.   The words LC Exposure mean, at any time, the sum of (a) the
aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf
of the Borrower at such time.- 4 -


Lender.   The word Lender means JPMorgan Chase Bank, N.A., its successors and assigns.Letter of Credit Application.   The words Letter of Credit Application mean an
Application and Agreement for Irrevocable Standby Letter of Credit or an Application and
Agreement for Irrevocable Commercial Letter of Credit, as the case may be, in such form as
is provided by Lender to Borrower and which is executed by Borrower and delivered to
Lender in connection with a request for the issuance of a Standby Letter of Credit or a
Commercial Letter of Credit, respectively, pursuant to this Agreement.LIBO Rate.   The words LIBO Rate mean, with respect to any Eurodollar Borrowing
for any Interest Period, the rate appearing on Reuters Screen LIBOR01 Page (or on any
successor or substitute page of such Service, or any successor to or substitute for such
Service, providing rate quotations comparable to those currently provided on such page of
such Service, as determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the London
interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a maturity
comparable to such Interest Period. In the event that such rate is not available at such
time for any reason, then the LIBO Rate with respect to such Eurodollar
Borrowing for such Interest Period shall be the rate at which dollar deposits of
$5,000,000 and for a maturity comparable to such Interest Period are offered by the
principal London office of the Administrative Agent in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, two Business Days
prior to the commencement of such Interest Period.Liquidity Account.   The words Liquidity Account have the meaning ascribed thereto in
the Domestic Credit Agreement.Liquidity Cash Equivalents.   The words Liquidity Cash Equivalents have the meaning ascribed thereto in
the Domestic Credit Agreement.Liquidity Investment Property.   The words Liquidity Investment Property have the meaning ascribed thereto in the Domestic Credit
Agreement.Loan.   
                     The word Loan means the credit facility described in Section 2.1.
                    The Loan is the Loan Facility, as defined in the Borrower Agreement.Maturity Date.   The words Maturity Date mean the first Business Day following the
Final Disbursement Date; provided, however, that with regard to Letter of Credit
Obligations outstanding on the Final Disbursement Date, the Maturity Date for any
Disbursement under the Letter(s) of Credit related thereto shall be the earlier to occur
of (i) the first Business Day following the date of such Disbursement, or (ii) the
20th day after the expiry date of the Letter(s) of Credit related to such
Letter of Credit Obligations.Material Adverse Effect.   The words Material Adverse Effect mean a material adverse
effect on (a) the business, assets, operations or condition, financial or otherwise,
of the Borrower and the Guarantor, taken as a whole, (b) the ability of any Borrower
or Guarantor to perform any of its obligations under the Financing Documents to which it
is a party, (c) the Collateral, or the Lenders Liens on the Collateral or the
priority of such Liens, or (d) the rights and remedies of the Lender thereunder.Other Taxes.   The words Other Taxes mean any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement of, or
otherwise with respect to, this Agreement.Permitted Liens.   The words "Permitted Liens" mean:(a)       
               Liens (as defined in the Domestic Credit Agreement) imposed by law for taxes
               that are not yet due, as to which the grace period, if any, has not yet expired,
               or are being contested in compliance with the Incorporated Covenants;(b)       
               carriers, warehousemens, mechanics, materialmens,
               repairmens and other similar Liens imposed by law, arising in the ordinary
               course of business and securing obligations (i) that are not overdue by more
               than 30 days (or any longer grace period available under law with respect to the
               applicable underlying obligation) or (ii) are being contested in good faith by
               appropriate proceedings and with respect to which reserves are being maintained
               in accordance with GAAP;(c)       
               Liens of landlords or mortgagees of landlords on any assets of the Borrower or
               any Guarantor arising by operation of law or pursuant to the terms of real
               property leases or mortgages entered into in the ordinary course of business and
               securing obligations that are not overdue by more than 30 days (or any longer
               grace period available under law with respect to, or under the terms of, the
               applicable underlying obligation), but only if (i) such Liens do not or would
               not (including as a result of the execution of a Collateral Access Agreement (as
               defined in the Domestic Credit Agreement)) have priority over the Liens on the
               Collateral in favor of the Lender, and (ii) Collateral Access Agreements (as
               defined in the Domestic Credit Agreement) shall have been executed and delivered
               to the Lender by such landlords or mortgagees to the extent Collateral is
               located at or on the premises covered by the applicable lease or mortgage;- 5 -



          (d)       
               Liens of customs brokers or broker/dealers on any assets of the Borrower or any
               Guarantor arising by operation of law or pursuant to the terms of contracts
               entered into in the ordinary course of business and securing obligations that
               are not overdue by more than 30 days (or any longer grace period available under
               law with respect to, or under the terms of, the applicable underlying
               obligation), but only if such Liens do not or would not have priority over the
               Liens on the Collateral in favor of the Lender;(e)       
               pledges and deposits made in the ordinary course of business in compliance with
               workers compensation, unemployment insurance and other social security
               laws or regulations;(f)       
               deposits to secure the performance of bids, trade contracts, leases, statutory
               obligations, surety and appeal bonds, performance bonds and other obligations of
               a like nature, and statutory or contractual bankers liens on monies held
               in bank accounts, in each case in the ordinary course of business;(g)       
               judgment liens in respect of judgments that do not constitute an Event of
               Default under Section 7.1(j); and(h)       
               minor imperfections of title to real property and easements, zoning
               restrictions, rights-of-way and similar encumbrances on real property imposed by
               law or arising in the ordinary course of business that do not secure any
               monetary obligations and do not materially detract from the value of the
               affected property or interfere with the ordinary conduct of business of the
               Borrower and the Guarantor taken as a whole;provided that the term Permitted Liens shall not include any Lien securing Indebtedness
(as such term is defined in the Domestic Credit Agreement) (other than with respect to
Liens of mortgagees under mortgage loans referred to in clause (c) above).Prime Rate.   The words Prime Rate mean the rate of interest per annum publicly
announced from time to time by Lender as its prime rate at its offices at 270 Park Avenue
in New York City; each change in the Prime Rate shall be effective from and including the
date such change is publicly announced as being effective.Proceeds.   
                    The words Proceeds or proceeds mean, when used with
                    respect to any of the Collateral, all products and proceeds, cash and non-cash,
                    within the meaning of the UCC and shall include the proceeds of any and all
                    contracts, letters of credit and insurance policies.Revolving Exposure.   The words Revolving Exposure mean, with respect to Lender at any
time, the sum of the outstanding principal amount of Lenders Advances and its LC Exposure at such time.Security Agreement.    The words Security Agreement mean the security agreement(s),
assignment(s), pledge agreement(s) and other agreement(s), as applicable, executed by
Borrower and Guarantor in favor of Lender creating the Security Interest in the
Collateral, including, without limitation, that certain Pledge and Security Agreement,
dated as of February 4, 2008, executed by Borrower and Guarantor (other than Holdings) in
favor of Lender, together, in each case, with all amendments, modifications and extensions
thereof.Security Interest.    The words Security Interest mean the Liens in the Collateral
granted in the Security Agreement.Statutory Reserve Rate.    The words Statutory Reserve Rate mean a fraction (expressed
as a decimal), the numerator of which is the number one and the denominator of which is
the number one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal established
by the Board to which the Administrative Agent is subject with respect to the
Adjusted LIBO Rate, for eurocurrency funding (currently referred to as Eurocurrency
Liabilities in Regulation D of the Board). Such reserve percentages shall
include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed
to constitute eurocurrency funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available from time
to time to any Lender under such Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of
any change in any reserve percentage.Taxes.   
The word Taxes means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings
imposed by any Governmental Authority.Total Availability.   
The words Total Availability mean, as at any time, the sum
of the Domestic Availability at such time plus the Ex-Im Availability at such time.Type.   
                     The word Type, when used in reference to any Advance or
                    Borrowing, refers to whether the rate of interest on such Advance, or on the
                    Advances comprising such Borrowing, is determined by reference to the Adjusted
                    LIBO Rate, the Alternate Base Rate.Section 1.2. Additional
Definitions.Capitalized terms used but not defined in this Agreement shall have the
meanings assigned those terms in the Borrower Agreement. All accounting terms used but not
defined in this Agreement or the Borrower Agreement shall be construed in accordance and
conformity with GAAP applied on a consistent basis. Except as expressly provided herein,
terms used herein that are defined in the UCC and are not otherwise defined in this
Agreement or the Borrower Agreement shall have the meanings assigned to such terms in the
UCC.


- 6 -


Section 1.3.  Classification  of Advances and  Borrowings.For purposes of this  Agreement,  Advances may
be classified and referred to by Type (e.g., a "Eurodollar  Advance").  Borrowings  also may be classified
and referred to by Type (e.g., a "Eurodollar Borrowing").



ARTICLE IITERMS AND
CONDITIONS

Section 2.1 Advances and Letters of Credit.


               a.
                    Subject to the provisions of this Agreement, including without limitation the
                    satisfaction of the conditions described in Article III, Lender agrees to
                    establish a Revolving Loan Facility and make and incur Credit Accommodations in
                    support of the manufacture, production, purchase and sale of items and in
                    support of Export Orders as hereinafter provided, provided the aggregate Credit
                    Accommodation Amount outstanding at any time shall not exceed the lesser at such
                    time of (a) the Export-Related Borrowing Base and (b) the Maximum Amount. All
                    Disbursements hereunder shall be made in Dollars. Borrower acknowledges that (i)
                    subject to the limits set forth in Section 2.15 of the Borrower Agreement,
                    Indirect Exports may be included as Items, and (ii) only upon satisfaction of
                    certain requirements and conditions as set forth in Section 2.16 of the Borrower
                    Agreement, Export-Related Overseas Accounts Receivable and Export-Related
                    Overseas Inventory may be included in the Export-Related Borrowing Base.b.
                    Lender agrees to make advances directly to Borrower or for Borrowers
                    account during the Commitment Period. To request a Revolving Borrowing, the
                    Borrower Representative shall notify the Administrative Agent of such request
                    either in writing (delivered by hand or facsimile) in a form approved by the
                    Lender and signed by the Borrower Representative or by telephone (a) in the case
                    of a Eurodollar Borrowing, not later than noon, Chicago time, three Business
                    Days before the date of the proposed Borrowing or (b) in the case of an ABR
                    Borrowing, not later than noon, Chicago time, on the date of the proposed
                    Borrowing; provided that any such notice of an ABR Borrowing to finance
                    the reimbursement of a Disbursement with respect to a Letter of Credit as
                    contemplated by Section 2.1g may be given not later than 9:00 a.m., Chicago
                    time, on the date of the proposed Borrowing. Each such telephonic Borrowing
                    Request shall be irrevocable and shall be confirmed promptly by hand delivery or
                    facsimile to the Lender of a written Borrowing Request in a form approved by the
                    Administrative Agent and signed by the Borrower Representative. Each such
                    telephonic and written Borrowing Request shall specify the following
                    information:(i)       
          the name of the applicable Borrower;


               (ii)
                    the aggregate amount of the requested Borrowing and a breakdown of the separate
                    wires comprising such Borrowing;(iii)
                    the date of such Borrowing, which shall be a Business Day;(iv)
                    whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and(v)
                    in the case of a Eurodollar Borrowing, the initial Interest Period to be
                    applicable thereto, which shall be a period contemplated by the definition of
                    the term Interest Period.If no election as to the Type of Revolving Borrowing is specified, then the requested
Revolving Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Revolving Borrowing, then the applicable Borrower(s)
shall be deemed to have selected an Interest Period of one months duration.c.
                    [INTENTIONALLY OMITTED]d.
                    Lender agrees to issue and fund drawings made on Letters of Credit on behalf of
                    Borrower or for Borrowers or Holdings account from time to time
                    during the Commitment Period. Standby Letters of Credit shall be issued for
                    Borrowers or Holdings account, for use as bid bonds, performance
                    bonds or payment guarantees, which Standby Letters of Credit can be drawn upon
                    by Buyers only if Borrower fails to perform its obligations with respect to the
                    relevant Export Order(s). Each Disbursement to fund a drawing under a Letter of
                    Credit shall conclusively be deemed to have been made when advanced in
                    accordance with a draw request or instructions of an authorized Person. Each
                    Letter of Credit will be in form and substance satisfactory to Lender and will
                    be issued by Lender as soon as practicable following (a) Lenders receipt
                    of a completed Letter of Credit Application, an Export-Related Borrowing Base
                    Certificate, a copy of the Export Order(s) with respect to which Borrower is
                    requesting a Letter of Credit, and such other information and documentation as
                    Lender may require, in accordance with Section 6.4; and (b) Lenders
                    determination that all conditions to issuing such Letter of Credit have been
                    satisfied. Lender shall reserve from the applicable Export-Related Borrowing
                    Base an amount equal to at least 25% of the outstanding face amount of each
                    Letter of Credit issued hereunder. In no event shall the length of the term of
                    any Letter of Credit be more than the shorter of (i) 12 months from the date of
                    issuance of the Letter of Credit or (ii) the length of the Commitment Period
                    (for this purpose the Commitment Period is deemed to end on the Final
                    Disbursement Date). If the Loan is a Revolving Loan Facility (including a
                    Transaction Specific Revolving Loan Facility), Lender shall not be obligated to
                    issue during the last sixty (60) days of the Commitment Period (for this purpose- 7 -


               the Commitment Period is deemed to end on the Final Disbursement Date) any
                    Letter of Credit which will expire after the Final Disbursement Date unless
                    Lender agrees in writing to an Extension or other renewal or extension of the
                    Loan, or Ex-Im Banks prior written approval of the issuance of such Letter
                    of Credit is obtained.e.
                    The terms and conditions of each Letter of Credit Application delivered by
                    Borrower and accepted by Lender hereunder, including without limitation terms
                    related to reimbursement of amounts drawn and the payment of fees and interest,
                    are incorporated herein by this reference; provided, however, that (a) no
                    provisions subjecting Lender and Borrower to arbitration or other dispute
                    resolution provisions contained in any Letter of Credit Application shall be
                    incorporated into this Agreement or applicable to Letters of Credit issued
                    pursuant to this Agreement, and (b) to the extent that there is any conflict
                    between the terms and conditions of any Letter of Credit Application and this
                    Agreement, the terms of this Agreement shall prevail, except for (i) definitions
                    contained in any Letter of Credit Application, and (ii) any provision contained
                    in any Letter of Credit Application which subjects the Letter of Credit issued
                    pursuant thereto to the UCP.f.
                    To request the issuance of a Letter of Credit (or the amendment, renewal or
                    extension of an outstanding Letter of Credit), the Borrower Representative shall
                    hand deliver or facsimile (or transmit by electronic communication, if
                    arrangements for doing so have been approved by the Lender) to the Lender (prior
                    to 9:00 am, Chicago time, at least three Business Days prior to the requested
                    date of issuance, amendment, renewal or extension) a notice requesting the
                    issuance of a Letter of Credit, or identifying the Letter of Credit to be
                    amended, renewed or extended, and specifying the date of issuance, amendment,
                    renewal or extension (which shall be a Business Day), the date on which such
                    Letter of Credit is to expire (which shall comply with paragraph (c) of
                    this Section), the amount of such Letter of Credit, the name and address of the
                    beneficiary thereof and such other information as shall be necessary to prepare,
                    amend, renew or extend such Letter of Credit. If requested by the Lender, the
                    applicable Borrower also shall submit a letter of credit application on the
                    Lenders standard form in connection with any request for a Letter of
                    Credit. A Letter of Credit shall be issued, amended, renewed or extended only if
                    (and upon issuance, amendment, renewal or extension of each Letter of Credit the
                    Borrowers shall be deemed to represent and warrant that), after giving effect to
                    such issuance, amendment, renewal or extension (i) the LC Exposure plus the
                    Domestic LC Exposure shall not exceed $10,000,000 and (ii) the total
                    Revolving Exposures shall not exceed the lesser of the Maximum Amount and the
                    Export-Related Borrowing Base.g.
                    If the Lender shall make any LC Disbursement in respect of a Letter of Credit,
                    the Borrower shall reimburse such LC Disbursement by paying to the Lender an
                    amount equal to such LC Disbursement not later than 11:00 a.m., Chicago time, on
                    the date that such LC Disbursement is made, if the Borrowers Representative
                    shall have received notice of such LC Disbursement prior to 9:00 a.m., Chicago
                    time, on such date, or, if such notice has not been received by the Borrower
                    Representative prior to such time on such date, then not later than 11:00 a.m.,
                    Chicago time, on (i) the Business Day that the Borrower Representative receives
                    such notice, if such notice is received prior to 9:00 a.m., Chicago time, on the
                    day of receipt, or (ii) the Business Day immediately following the day that the
                    Borrower Representative receives such notice, if such notice is not received
                    prior to such time on the day of receipt; provided that the Borrower may,
                    subject to the conditions to borrowing set forth herein, request in accordance
                    with Section 2.1b that such payment be financed with an ABR Borrowing in an
                    equivalent amount and, to the extent so financed, the Borrowers obligation
                    to make such payment shall be discharged and replaced by the resulting ABR
                    Borrowing.h.
                    The Borrowers joint and several obligation to reimburse LC Disbursements
                    as provided in paragraph g of this Section shall be absolute,
                    unconditional and irrevocable, and shall be performed strictly in accordance
                    with the terms of this Agreement under any and all circumstances whatsoever and
                    irrespective of (i) any lack of validity or enforceability of any Letter of
                    Credit or this Agreement, or any term or provision therein, (ii) any draft or
                    other document presented under a Letter of Credit proving to be forged,
                    fraudulent or invalid in any respect or any statement therein being untrue or
                    inaccurate in any respect, (iii) payment by the Lender under a Letter of Credit
                    against presentation of a draft or other document that does not comply with the
                    terms of such Letter of Credit, or (iv) any other event or circumstance
                    whatsoever, whether or not similar to any of the foregoing, that might, but for
                    the provisions of this Section, constitute a legal or equitable discharge of, or
                    provide a right of setoff against, the Borrowers obligations hereunder.
                    The Lender shall have no liability or responsibility by reason of or in
                    connection with the issuance or transfer of any Letter of Credit or any payment
                    or failure to make any payment thereunder (irrespective of any of the
                    circumstances referred to in the preceding sentence), or any error, omission,
                    interruption, loss or delay in transmission or delivery of any draft, notice or
                    other communication under or relating to any Letter of Credit (including any
                    document required to make a drawing thereunder), any error in interpretation of
                    technical terms or any consequence arising from causes beyond the control of the
                    Lender; provided that the foregoing shall not be construed to excuse the
                    Lender from liability to the Borrower to the extent of any direct damages (as
                    opposed to consequential damages, claims in respect of which are hereby waived
                    by the Borrower to the extent permitted by applicable law) suffered by any
                    Borrower that are caused by the Lenders failure to exercise care when
                    determining whether drafts and other documents presented under a Letter of
                    Credit comply with the terms thereof. The parties hereto expressly agree that,
                    in the absence of gross negligence or willful misconduct on the part of the
                    Lender (as finally determined by a court of competent jurisdiction), the Lender
                    shall be deemed to have exercised care in each such determination. In
                    furtherance of the foregoing and without limiting the generality thereof, the
                    parties agree that, with respect to documents presented which appear on their
                    face to be in substantial compliance with the terms of a Letter of Credit, the
                    Lender may, in its sole discretion, either accept and make payment upon such
                    documents without responsibility for further investigation, regardless of any
                    notice or information to the contrary, or refuse to accept and make payment upon
                    such documents if such documents are not in strict compliance with the terms of
                    such Letter of Credit.- 8 -



               i.
                    If the Lender shall make any LC Disbursement, then, unless the Borrower shall
                    reimburse such LC Disbursement in full on the date such LC Disbursement is made,
                    the unpaid amount thereof shall bear interest, for each day from and including
                    the date such LC Disbursement is made to but excluding the date that the
                    Borrower reimburse such LC Disbursement, at the rate per annum then applicable
                    to ABR Advances; provided that, if the Borrower fails to reimburse such
                    LC Disbursement when due pursuant to paragraph g of this Section,
                    then Section 2.7(c) shall apply.j.
                    If any Event of Default shall occur and be continuing, on the Business Day that
                    the Borrower Representative receives notice from the Lender demanding the
                    deposit of cash collateral pursuant to this paragraph, the Borrower shall
                    deposit in an account with the Lender (the LC Collateral
                    Account), an amount in cash equal to 105% of the LC Exposure as of
                    such date plus accrued and unpaid interest thereon; provided that the
                    obligation to deposit such cash collateral shall become effective immediately,
                    and such deposit shall become immediately due and payable, without demand or
                    other notice of any kind, upon the occurrence of any Event of Default with
                    respect to any Borrower described in Section 7.1(f). Such deposit shall be held
                    by the Lender as collateral for the payment and performance of the
                    Borrowers Obligations. The Lender shall have exclusive dominion and
                    control, including the exclusive right of withdrawal, over such account and the
                    Borrower hereby grants the Lender a security interest in the LC Collateral
                    Account. Other than any interest earned on the investment of such deposits,
                    which investments shall be made at the option and sole discretion of the Lender
                    and at the Borrowers risk and expense, such deposits shall not bear
                    interest. Interest or profits, if any, on such investments shall accumulate in
                    such account. Moneys in such account shall be applied to reimburse the Lender
                    for LC Disbursements for which it has not been reimbursed and, to the extent not
                    so applied, shall be held for the satisfaction of the reimbursement obligations
                    of the Borrower for the LC Exposure at such time or, if the maturity of the Loan
                    has been accelerated, be applied to satisfy other Borrowers Obligations.
                    If the Borrowers are required to provide an amount of cash collateral hereunder
                    as a result of the occurrence of an Event of Default, such amount (to the extent
                    not applied as aforesaid) shall be returned to the Borrowers within three
                    Business Days after all such Events of Default have been cured or waived.Section 2.2 Credit
Accommodations.


               a.
                    The amount of the Credit Accommodations available to be made or incurred
                    hereunder at any particular time from time to time shall be equal to the
                    difference between (a) the lesser at such time of (i) the Maximum Amount, (ii)
                    the Export-Related Borrowing Base, and (iii) Borrowers unfunded
                    export-related working capital needs, and (b) the Credit Accommodation Amount at
                    such time. The Export-Related Borrowing Base shall be determined in accordance
                    with this Agreement, the Borrower Agreement and the Export-Related Borrowing
                    Base Certificate.(i)     
                    Any Eligible Export-Related Account Receivable, Eligible Export-Related
                    Overseas Account Receivable, Eligible Export-Related Inventory, or Eligible
                    Export-Related Overseas Inventory included in the Export-Related Borrowing Base
                    which subsequently fails to satisfy any of the applicable eligibility criteria
                    shall immediately cease to be included in the Export-Related Borrowing Base.(ii)     Upon
the final sale and shipment to Buyer of any Item of Eligible Export-Related Inventory or
Eligible Export-Related Overseas Inventory, such Item shall cease to be included in the
Export-Related Borrowing Base as Export-Related Inventory or Eligible Export-Related
Overseas Inventory; however, the resulting Export-Related Account Receivable or
Export-Related Overseas Account Receivable shall be included in the Export-Related
Borrowing Base provided that it otherwise satisfies all of the eligibility criteria for
Eligible Export-Related Accounts Receivable or Eligible Export-Related Overseas Accounts
Receivable.(iii)
[INTENTIONALLY OMITTED]


     b.       
          Notwithstanding anything contained in this Agreement to the contrary:


               (i)     

                     Lender shall not at any time make or incur a Credit Accommodation under this
                    Agreement:(A)
          after the Final Disbursement Date, except for Disbursements to fund drawings under Letters of Credit outstanding on the Final Disbursement Date made within
          30 days after the expiry date of the Letter of Credit related thereto;(B)
          following the occurrence of an Event of Default hereunder;(C)
          if the Credit Accommodation has been or will be used in a manner prohibited by the Borrower Agreement; or(D)
          if no outstanding Export Order(s) exist with respect to Borrower.(ii)
               
               No Warranty Letters of Credit shall be issued by Lender under this Agreement
               without the prior written approval of Lender and Ex-Im Bank; and if such
               approval is obtained, any Warranty Letter of Credit so approved shall be issued
               only upon the satisfaction of all conditions to such issuance, including
               reserves from the Export-Related Borrowing Base, established by Lender and Ex-Im
               Bank.- 9 -



c.  Subject
to Section 2.8, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar
Loans as the Borrower Representative may request in accordance herewith, provided
that all Borrowings made on the Effective Date must be made as ABR Borrowings but may be
converted into Eurodollar Borrowings in accordance with Section 2.2f. Lender at its option
may make any Eurodollar Advance by causing any domestic or foreign branch or Affiliate of
Lender to make such Advance; provided that any exercise of such option shall not
affect the obligation of the Borrower to repay such Advance in accordance with the terms
of this Agreement.d.
                    At the commencement of each Interest Period for any Eurodollar Borrowing, such
                    Borrowing shall be in an aggregate amount that is an integral multiple of
                    $250,000 and not less than $250,000. ABR Borrowings may be in any amount.
                    Borrowings of more than one Type may be outstanding at the same time;
                    provided that there shall not at any time be more than a total of 6
                    Eurodollar Borrowings outstanding.e.
Notwithstanding any other provision of this Agreement, the Borrower Representative shall not be entitled
to request, or to elect to convert or continue, any Borrowing if the Interest Period
requested with respect thereto would end after the Maturity Date.f.
                    Each Borrowing initially shall be of the Type specified in the applicable
                    Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an
                    initial Interest Period as specified in such Borrowing Request. Thereafter, the
                    Borrower Representative may elect to convert such Borrowing to a different Type
                    or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may
                    elect Interest Periods therefor, all as provided in this Section. The Borrower
                    Representative may elect different options with respect to different portions of
                    the affected Borrowing and the Advances comprising each such portion shall be
                    considered a separate Borrowing.g.
                    To make an election pursuant to Section f above, the Borrower
                    Representative shall notify the Lender of such election by telephone by the time
                    that a Borrowing Request would be required under Section 2.1b if the Borrowers
                    were requesting a Borrowing of the Type resulting from such election to be made
                    on the effective date of such election. Each such telephonic Interest Election
                    Request shall be irrevocable and shall be confirmed promptly by hand delivery or
                    facsimile to the Administrative Agent of a written Interest Election Request in
                    a form approved by the Lender and signed by the Borrower Representative.h.
                    Each telephonic and written Interest Election Request shall specify the
                    following information:(i)
                    the Borrower and the Borrowing to which such Interest Election Request applies
                    and, if different options are being elected with respect to different portions
                    thereof, the portions thereof to be allocated to each resulting Borrowing (in
                    which case the information to be specified pursuant to clauses (iii) and (iv)
                    below shall be specified for each resulting Borrowing);(ii)
                    the effective date of the election made pursuant to such Interest Election
                    Request, which shall be a Business Day;(iii)
                    whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
                    Borrowing; and(iv)
                    if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
                    applicable thereto after giving effect to such election, which shall be a period
                    contemplated by the definition of the term Interest Period.If
any such Interest Election Request requests a Eurodollar Borrowing but does not specify an
Interest Period, then the Borrowers shall be deemed to have selected an Interest Period of
one months duration.i.
                    Promptly following receipt of an Interest Election Request, the Administrative
                    Agent shall advise each Lender of the details thereof and of such Lenders
                    portion of each resulting Borrowing.j.
                    If the Borrower Representative fails to deliver a timely Interest Election
                    Request with respect to a Eurodollar Borrowing prior to the end of the Interest
                    Period applicable thereto, then, unless such Borrowing is repaid as provided
                    herein, at the end of such Interest Period such Borrowing shall be converted to
                    an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
                    Default has occurred and is continuing and the Lender so notifies the Borrower
                    Representative, then, so long as an Event of Default is continuing (i) no
                    outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing
                    and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR
                    Borrowing at the end of the Interest Period applicable thereto.Section 2.3 Payment and
Prepayment of Borrowers Obligations.


               (a)
                    Borrowers Obligations shall be paid (and may be prepaid) in accordance
                    with the provisions of this Agreement and the Borrower Agreement. Unless sooner
                    due and payable or paid pursuant to the other provisions of this Agreement and
                    the Borrower Agreement, Borrower shall pay to Lender in full on the Maturity
                    Date all outstanding Borrowers Obligations, including, without limitation,
                    the aggregate principal amount of all Disbursements then outstanding and all
                    accrued but unpaid interest, together with all other applicable fees, costs and
                    charges, if any, not yet paid. If the Loan is a Revolving Loan Facility,
                    Disbursements made to Borrower or for Borrowers account and repaid by
                    Borrower during the Commitment Period shall be available on a continuous basis
                    until the Final Disbursement Date to fund Credit Accommodations made or incurred
                    under the Loan in accordance with the terms of this Agreement and the Borrower
                    Agreement.- 10 -



               (b)
                    In accordance with the Borrower Agreement, Borrower shall provide additional
                    Collateral or make additional payment(s) to Lender as necessary to be in
                    compliance with Sections 2.10 (a), (c) and (d) of the Borrower Agreement.(c)
                    The Lender shall maintain accounts in which it shall record (i) the amount of
                    each Advance made hereunder, the Type thereof and the Interest Period applicable
                    thereto and (ii) the amount of any principal or interest due and payable or to
                    become due and payable from the Borrowers to Lender hereunder.(d)
                    The entries made in the accounts maintained pursuant to paragraph (c) of this
                    Section shall be prima facie evidence of the existence and amounts
                    of the obligations recorded therein; provided that the failure of Lender
                    to maintain such accounts or any error therein shall not in any manner affect
                    the obligation of the Borrowers to repay the Advances in accordance with the
                    terms of this Agreement.(e)
                    Lender may request that Advances made by it be evidenced by a promissory note.
                    In such event, the Borrowers shall prepare, execute and deliver to Lender a
                    promissory note payable to the order of Lender (or, if requested by Lender, to
                    Lender and its registered assigns) and in a form approved by the Lender.
                    Thereafter, the Advances evidenced by such promissory note and interest thereon
                    shall at all times be represented by one or more promissory notes in such form
                    payable to the order of the payee named therein (or, if such promissory note is
                    a registered note, to such payee and its registered assigns).Section 2.4 Application of
Payments. All payments made by or received from Borrower or for Borrowers
account in respect of Borrowers Obligations (including prepayments by Borrower and
Proceeds of Collateral received by Lender) shall be applied by Lender first to the
payment of accrued and unpaid interest, second to the payment of the principal
amount of Borrowers Obligations then outstanding, and third to any unpaid
costs, fees and expenses due under this Agreement and the other Financing Documents.


Section 2.5 Reliance by
Lender on Communications and Authorizations from Borrower. In making or incurring any
Credit Accommodation pursuant to this Agreement and the other Financing Documents, Lender
shall be authorized to rely on any Export-Related Borrowing Base Certificate, Letter of
Credit Application, or other information, documentation, notice or communication which
appears to have been executed and delivered by any of the authorized representatives of
Borrower who are designated in the general certificate delivered by Borrower to Lender. In
the event that the Person(s) authorized to execute and deliver such documents or to take
action hereunder on behalf of Borrower become(s) unavailable or unable to do so, Borrower
promptly shall appoint one or more successor representative(s) and shall furnish Lender
with a certificate satisfactory to Lender which shall contain a copy of the resolutions or
other actions taken by Borrower to authorize such appointment(s) and the specimen
signature of each Person so appointed to act on behalf of Borrower pursuant to this
Agreement.


Section 2.6 Fees.
(a)  The Borrowers agree to pay to the Lender a commitment fee, which shall
accrue at the per annum rate of 0.20% on the average daily amount of the Available
Revolving Commitment of such Lender during the period from and including the Effective
Date to but excluding the Maturity Date. Accrued commitment fees shall be payable in
arrears on the first day of each calendar month and on the date on which the Commitment
terminates, commencing on the first such date to occur after the date hereof. All
commitment fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed.


     (b)      
          The Borrowers agree to pay (i) to the Lender an LC fee with respect to Letters
          of Credit, which shall accrue at the Applicable Rate on the average daily amount
          of Lenders LC Exposure (excluding any portion thereof attributable to
          unreimbursed LC Disbursements) during the period from and including the
          Effective Date to but excluding the later of the date on which the Commitment
          terminates and the date on which Lender ceases to have any LC Exposure, and (ii)
          to the Lender a fronting fee, which shall accrue at the rate of 0.25% per annum
          on the average daily amount of the LC Exposure (excluding any portion thereof
          attributable to unreimbursed LC Disbursements) during the period from and
          including the Effective Date to but excluding the later of the date on which the
          Commitment terminates and the date on which there ceases to be any LC Exposure,
          as well as the Lenders standard fees with respect to the issuance,
          amendment, renewal or extension of any Letter of Credit or processing of
          drawings thereunder. LC fees and fronting fees accrued through and including the
          last day of each calendar month shall be payable on the first day of each
          calendar month following such last day, commencing on the first such date to
          occur after the Effective Date; provided that all such fees shall be
          payable on the date on which the Commitment terminates and any such fees
          accruing after the date on which the Commitment terminates shall be payable on
          demand. Any other fees payable to the Lender pursuant to this paragraph shall be
          payable within 10 days after demand. All LC fees and fronting fees shall be
          computed on the basis of a year of 360 days and shall be payable for the actual
          number of days elapsed.


(c)      The
Borrowers agree to pay to the Lender, for its own account, fees payable in the amounts and
at the times separately agreed upon between the Borrowers and the Lender.


     (d)      
          All fees payable hereunder shall be paid on the dates due, in immediately
          available funds, to the Lender. Fees paid shall not be refundable under any
          circumstances.

     Section  2.7  Interest.  (a) The  Advances  comprising  each  ABR Borrowing  shall  bear  interest  at the
Alternate Base Rate plus the Applicable Rate.


- 11 -



(b)      The
Advances comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO
Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.


     (c)      
          Notwithstanding the foregoing, during the occurrence and continuance of an Event
          of Default, the Lender may, at its option, by notice to the Borrower
          Representative, declare that (i) all Advances shall bear interest at 2% plus the
          rate otherwise applicable to such Advances as provided in the preceding
          paragraphs of this Section or (ii) in the case of any other amount outstanding
          hereunder, such amount shall accrue at 2% plus the rate applicable to such fee
          or other obligation as provided hereunder.


     (d)      
          Accrued interest on each Advance (for ABR Advances, accrued through the last day
          of the prior calendar month) shall be payable in arrears on each Interest
          Payment Date for such Advances and upon the termination of the Commitment;
          provided that (i) interest accrued pursuant to paragraph (c) of this
          Section shall be payable on demand, (ii) in the event of any repayment or
          prepayment of any Advance (other than a prepayment of an ABR Advance prior to
          the end of the Commitment Period), accrued interest on the principal amount
          repaid or prepaid shall be payable on the date of such repayment or prepayment
          and (iii) in the event of any conversion of any Eurodollar Loan prior to the end
          of the current Interest Period therefor, accrued interest on such Loan shall be
          payable on the effective date of such conversion.


     (f)      
          All interest hereunder shall be computed on the basis of a year of 360 days,
          except that interest computed by reference to the Alternate Base Rate at times
          when the Alternate Base Rate is based on the Prime Rate shall be computed on the
          basis of a year of 365 days (or 366 days in a leap year), and in each case shall
          be payable for the actual number of days elapsed. The applicable Alternate Base
          Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative
          Agent, and such determination shall be conclusive absent manifest error.

     Section  2.8  Alternate  Rate of  Interest.  If prior to the  commencement  of any  Interest  Period for a
Eurodollar Borrowing:


          (a)       
               the Lender determines (which determination shall be conclusive absent manifest
               error) that adequate and reasonable means do not exist for ascertaining the
               Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest Period; or(b)       
               the Lender determines (which determination shall be conclusive absent manifest
               error) that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such
               Interest Period will not adequately and fairly reflect the cost to Lender of
               making or maintaining their Advances (or its Advance) included in such Borrowing
               for such Interest Period;then the Lender shall give notice
thereof to the Borrower Representative by telephone or facsimile as promptly as
practicable thereafter and, until the Lender notifies the Borrower Representative that the
circumstances giving rise to such notice no longer exist, (i) any Interest Election
Request that requests the conversion of any Borrowing to, or continuation of any Borrowing
as, a Eurodollar Borrowing shall be ineffective, and (ii) if any Borrowing Request
requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing.

Section 2.9  Increased Costs.  (a) If any Change in Law shall:


          (i)       
               impose, modify or deem applicable any reserve, special deposit or similar
               requirement against assets of, deposits with or for the account of, or credit
               extended by, Lender (except any such reserve requirement reflected in the
               Adjusted LIBO Rate); or(ii)       
               impose on Lender or the London interbank market any other condition affecting
               this Agreement or Eurodollar Advances made by Lender or any Letter of Credit or
               participation therein;and the result of any of the
foregoing shall be to increase the cost to Lender of making or maintaining any Eurodollar
Advance (or of maintaining its obligation to make any such Advance) or to increase the
cost to Lender of participating in, issuing or maintaining any Letter of Credit or to
reduce the amount of any sum received or receivable by Lender hereunder (whether of
principal, interest or otherwise), then the Borrowers will pay to Lender such additional
amount or amounts as will compensate Lender for such additional costs incurred or
reduction suffered.


     (b)       
          If Lender determines that any Change in Law regarding capital requirements has
          or would have the effect of reducing the rate of return on Lenders capital
          or on the capital of Lenders holding company, if any, as a consequence of
          this Agreement or the Advances made by, or Letters of Credit held by, Lender, or
          the Letters of Credit issued by the Lender, to a level below that which Lender
          or Lenders holding company could have achieved but for such Change in Law
          (taking into consideration Lenders policies and the policies of
          Lenders holding company with respect to capital adequacy), then from time
          to time the Borrowers will pay to Lender such additional amount or amounts as
          will compensate Lender or Lenders holding company for any such reduction
          suffered.


     (c)       
          A certificate of Lender setting forth the amount or amounts necessary to
          compensate Lender or its holding company, as the case may be, as specified in
          paragraph (a) or (b) of this Section shall be delivered to the Borrower
          Representative and shall be conclusive absent manifest error. The Borrowers
          shall pay such Lender the amount shown as due on any such certificate within
          10 days after receipt thereof.


     (d)       
          Failure or delay on the part of any Lender to demand compensation pursuant to
          this Section shall not constitute a waiver of Lenders right to demand such
          compensation; provided that the Borrowers shall not be required to
          compensate Lender pursuant to this Section for any increased costs or reductions
          incurred more than 270 days prior to the date that Lender notifies the Borrower
          Representative of the Change in Law giving rise to such increased costs or
          reductions and of Lenders intention to claim compensation therefor;
          provided further that, if the Change in Law giving rise to such
          increased costs or reductions is retroactive, then the 270-day period referred
          to above shall be extended to include the period of retroactive effect thereof.

- 12 -



Section 2.10 Break Funding
Payments.In the event of (a) the payment of any principal of any Eurodollar Advance
other than on the last day of an Interest Period applicable thereto (including as a result
of an Event of Default), (b) the conversion of any Eurodollar Advance other than on the
last day of the Interest Period applicable thereto, or (c) the failure to borrow, convert,
continue or prepay any Eurodollar Advance on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked hereunder and is revoked
in accordance herewith), then, in any such event, the Borrowers shall compensate Lender
for the loss, cost and expense attributable to such event. In the case of a Eurodollar
Advance, such loss, cost or expense to Lender shall be deemed to include an amount
determined by Lender to be the excess, if any, of (i) the amount of interest which would
have accrued on the principal amount of such Advance had such event not occurred, at the
Adjusted LIBO Rate that would have been applicable to such Advance, for the period from
the date of such event to the last day of the then current Interest Period therefor (or,
in the case of a failure to borrow, convert or continue, for the period that would have
been the Interest Period for such Advance), over (ii) the amount of interest which would
accrue on such principal amount for such period at the interest rate which Lender would
bid were it to bid, at the commencement of such period, for dollar deposits of a
comparable amount and period from other banks in the eurodollar market. A certificate of
Lender setting forth any amount or amounts that Lender is entitled to receive pursuant to
this Section shall be delivered to the Borrower Representative and shall be conclusive
absent manifest error. The Borrowers shall pay Lender the amount shown as due on any such
certificate within 10 days after receipt thereof. Notwithstanding the foregoing or any
other term hereof, so long as no Event of Default shall exist, the Borrowers shall not be
required to make any prepayment of a Eurodollar Advance pursuant to Sections 2.3 or 2.4
until the last day of the applicable interest period so long as an amount equal to such
prepayment is deposited by the Borrowers into a cash collateral account with the
Administrative Agent and applied to such prepayment on the last day of such Interest
Period.


Section 2.11 Taxes. (a) Any
and all payments by or on account of any obligation of the Borrowers hereunder shall be
made free and clear of and without deduction for any Indemnified Taxes or Other Taxes;
provided that if the Borrowers shall be required to deduct any Indemnified Taxes or
Other Taxes from such payments, then (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Lender receives an amount equal to the sum
it would have received had no such deductions been made, (ii) the Borrowers shall
make such deductions and (iii) the Borrowers shall pay the full amount deducted to
the relevant Governmental Authority in accordance with applicable law.


     (b)       
          In addition, the Borrowers shall pay any Other Taxes to the relevant
          Governmental Authority in accordance with applicable law.


     (c)       
          The Borrowers shall jointly and severally indemnify the Lender, within 10 days
          after written demand therefor, for the full amount of any Indemnified Taxes or
          Other Taxes paid by the Lender on or with respect to any payment by or on
          account of any obligation of the Borrowers hereunder (including Indemnified
          Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
          under this Section) and any penalties, interest and reasonable expenses arising
          therefrom or with respect thereto, whether or not such Indemnified Taxes or
          Other Taxes were correctly or legally imposed or asserted by the relevant
          Governmental Authority. A certificate as to the amount of such payment or
          liability delivered to the Borrower Representative by Lender shall be conclusive
          absent manifest error.


     (d)       
          As soon as practicable after any payment of Indemnified Taxes or Other Taxes by
          the Borrowers to a Governmental Authority, the Borrower Representative shall
          deliver to the Lender the original or a certified copy of a receipt issued by
          such Governmental Authority evidencing such payment, a copy of the return
          reporting such payment or other evidence of such payment reasonably satisfactory
          to the Lender.


     (e)       
          If the Lender determines, in its sole discretion, that it has received a refund
          of any Taxes or Other Taxes as to which it has been indemnified by the Borrowers
          or with respect to which the Borrowers have paid additional amounts pursuant to
          this Section 2.11, it shall pay over such refund to the Borrowers (but only to
          the extent of indemnity payments made, or additional amounts paid, by the
          Borrowers under this Section 2.11 with respect to the Taxes or Other Taxes
          giving rise to such refund), net of all out-of-pocket expenses of the Lender and
          without interest (other than any interest paid by the relevant Governmental
          Authority with respect to such refund); provided, that the Borrowers, upon the
          request of the Lender, agree to repay the amount paid over to the Borrowers
          (plus any penalties, interest or other charges imposed by the relevant
          Governmental Authority) to the Lender in the event the Lender is required to
          repay such refund to such Governmental Authority. This Section shall not be
          construed to require the Lender to make available its tax returns (or any other
          information relating to its taxes which it deems confidential) to the Borrowers
          or any other Person.


Section 2.12 Payments
Generally. (a) The Borrowers shall make each payment required to be made by them
hereunder prior to 2:00 p.m., Chicago time, on the date when due, in immediately available
funds, without set-off or counterclaim. Any amounts received after such time on any date
may, in the discretion of the Lender, be deemed to have been received on the next
succeeding Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Lender at its offices at 120 South LaSalle Street, Chicago, Illinois.
If any payment hereunder shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of such
extension. All payments hereunder shall be made in dollars. At all times that full cash
dominion is in effect pursuant to Section 7.3 of the Security Agreement, solely for
purposes of determining the amount of Loans available for borrowing purposes, checks from
collections of items of payment and proceeds of any Collateral shall be applied in whole
or in part against the Borrowers Obligations, on the Business Day after receipt,
subject to actual collection.

- 13 -




     (b)    
          At the election of the Lender, all payments of principal, interest, LC
          Disbursements, fees, premiums, reimbursable expenses, and other sums payable
          under the Financing Documents, may be paid from the proceeds of Borrowings made
          hereunder whether made following a request by the Borrower Representative
          pursuant hereto or a deemed request as provided in this Section or may be
          deducted from any deposit account of any Borrower maintained with the Lender.
          Each Borrower hereby irrevocably authorizes (i) the Lender to make a Borrowing
          for the purpose of paying each payment of principal, interest and fees as it
          becomes due hereunder or any other amount due under the Financing Documents and
          agrees that all such amounts charged shall constitute Advances and that all such
          Borrowings shall be deemed to have been requested pursuant to Section 2.1b, as
          applicable and (ii) the Lender to charge any deposit account of any Borrower
          maintained with the Lender for each payment of principal, interest and fees as
          it becomes due hereunder or any other amount due under the Financing Documents.


Section 2.13 Returned
Payments. If after receipt of any payment which is applied to the payment of all or
any part of the Borrowers Obligations, the Lender is for any reason compelled to
surrender such payment or proceeds to any Person because such payment or application of
proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable
as a preference, impermissible setoff, or a diversion of trust funds, or for any other
reason, then the Borrowers Obligations or part thereof intended to be satisfied
shall be revived and continued and this Agreement shall continue in full force as if such
payment or proceeds had not been received by the Lender. The provisions of this Section
2.13 shall be and remain effective notwithstanding any contrary action which may have been
taken by the Lender in reliance upon such payment or application of proceeds. The
provisions of this Section 2.13 shall survive the termination of this Agreement.


ARTICLE IIICONDITIONS
PRECEDENT AND SUBSEQUENT


Section 3.1 Conditions
Precedent. The obligation of Lender to make or incur any Credit Accommodation in each
case is subject to satisfaction of the following conditions precedent, with all documents,
instruments, opinions, reports, and other items required under this Agreement to be in
form and substance satisfactory to Lender:


               (a)
                    Lender shall have received evidence that this Agreement and all other Financing
                    Documents have been duly authorized, executed, and delivered by the parties
                    thereto and shall be and remain valid and enforceable.(b)
                    To the extent not previously received by Lender, Lender shall have received (i)
                    a general certificate of the Secretary of Borrower, dated no later than the date
                    of the execution and delivery of this Agreement, (A) certifying the resolutions
                    of its Board of Directors, members or other body authorizing the execution,
                    delivery and performance of the Financing Documents to which it is a party, (B)
                    identifying by name and title and bear the signatures of the officers of the
                    Borrower authorized to sign the Financing Documents to which it is a party, and
                    (C) containing appropriate attachments, including the certificate or articles of
                    incorporation or organization of each Borrower certified by the relevant
                    authority of the jurisdiction of organization of such Borrower and a true and
                    correct copy of its by-laws or operating, management or partnership agreement,
                    and (ii) a long form good standing certificate for each Borrower from its
                    jurisdiction of organization.(c)
                    Lender shall have received satisfactory evidence that the insurance which
                    Borrower is required to maintain pursuant to this Agreement is in full force and
                    effect.(d)
                    Borrower shall have paid all of the fees, costs and expenses which are due and
                    payable under this Agreement and any other Financing Document.(e)
                    Ex-Im Bank shall have acknowledged receipt of the Fast Track Loan Authorization
                    Agreement to Lender to effect the coverage of Borrowers Obligations under
                    the Ex-Im Bank Guarantee and Lender shall have provided a copy of the fully
                    executed Fast Track Loan Authorization Agreement to Borrower.(f)
                    All conditions set forth in the Fast Track Loan Authorization Agreement that
                    were to be satisfied as of the date of Lenders making or incurring the
                    requested Credit Accommodation shall have been satisfied, and Lender otherwise
                    shall be permitted under the Ex-Im Bank Guarantee to make and incur Credit
                    Accommodations hereunder.(g)
                    All legal matters incident to the Loan and all documents necessary in the
                    opinion of Lender to the making or incurring of Credit Accommodations shall be
                    satisfactory in all respects to counsel for Lender.(h)
                    All Liens, including the Security Interest, in and upon the Collateral shall
                    have been duly authorized, created and perfected, (i) with first priority, with
                    respect to the Collateral described in Section 6(A) of the Fast Track Loan
                    Authorization Agreement, and (ii) with the priorities set forth in Sections 6(E)
                    and (F) of the Fast Track Loan Authorization Agreement with respect to other
                    Collateral, in each case subject only to Permitted Liens, and shall be and
                    remain valid and enforceable.(i)
                    Lender, at its option and for its sole benefit, shall have conducted an audit
                    of Borrowers Export-Related Collateral, books, records, and operations,
                    and Lender shall be satisfied as to their condition.- 14 -





               (j)
                    Lender shall have received a completed and executed Export-Related Borrowing
                    Base Certificate and any other information and documentation that Lender may
                    require, in accordance with Section 6.4.(k)
                    (i) Borrower shall have complied with, and shall then be in compliance with,
                    all the terms, covenants, and conditions of this Agreement, the Borrower
                    Agreement, the Fast Track Borrower Agreement Supplement, and all other Financing
                    Documents which are binding upon it, (ii) there shall exist no Event of Default
                    under this Agreement, and (iii) all representations and warranties of Borrower
                    contained in this Agreement and all other Financing Documents shall be true and
                    correct in all material respects.(l)
                    Borrower shall have complied with, and shall then be in compliance with, all
                    the terms, covenants, and conditions of any other agreement now existing or
                    hereafter arising between Lender and Borrower, and there shall exist no default
                    or event of default thereunder, and all representations and warranties of
                    Borrower contained in therein shall be true and correct.(m)
                    All conditions set forth in Sections 4.01 and 4.02 of the Domestic Credit
                    Agreement shall have been satisfied.Section 3.2 Condition
Subsequent. The obligation of Lender to make or incur any Credit Accommodation
hereunder is conditioned upon Lenders receipt at Borrowers expense of a post
closing lien search confirming that all UCC financing statements and other documents
necessary to perfect the Liens in the Collateral in favor of Lender in the priorities
required hereunder have been filed among all appropriate records.



ARTICLE IV



SECURITY


Section 4.1 Collateral.To secure payment and performance of all Borrowers Obligations, Borrower shall
grant to Lender valid, enforceable and duly perfected Liens, including the Security
Interest, in all Collateral. The Liens shall be of first priority with respect to the
Collateral described in Section 6(A) of the Fast Track Loan Authorization Agreement, and
the Liens shall have the priorities set forth in Sections 6(E) and (F) of the Fast Track
Loan Authorization Agreement with respect to the other Collateral, in each case subject
only to Permitted Liens. Borrower agrees that Lender shall have in respect of all
Collateral that is subject to the UCC all of the rights and remedies of a secured party
under the UCC in all states in which any portion of the Collateral may be located, as well
as those provided in this Agreement.


Section 4.2 Perfection of
Security Interest. Borrower agrees to execute such documents and to take whatever
other actions are requested by Lender to perfect and continue Lenders Liens upon the
Collateral. Borrower hereby appoints Lender as its irrevocable attorney-in-fact for the
purpose of executing any documents necessary to perfect or to continue its Liens upon the
Collateral. Borrower will reimburse Lender for all expenses for the perfection,
termination, and the continuation of the perfection of Lenders Liens upon the
Collateral. Borrower will promptly notify Lender of any change in Borrowers name
including any change to the assumed business names of Borrower. Borrower also will
promptly notify Lender of any change in Borrowers federal tax identification number,
or any change in Borrowers location as defined in the UCC. Lenders Security
Interest in any Export-Related Accounts Receivable, Export-Related Overseas Accounts
Receivable and Export-Related General Intangibles shall be further perfected by
Borrowers execution and delivery to Lender of any instruments, the giving of any
notices and the taking of any additional steps that may be required under foreign law in
order to ensure the effectiveness of the assignment of such Export-Related Accounts
Receivable, Export-Related Overseas Accounts Receivable and Export-Related General
Intangibles against the Buyer.


Section 4.3 Collateral
Records and Reports. Borrower does now, and at all times hereafter shall keep, correct
and accurate books and records of the Collateral, all of which books and records shall be
available to Lender or Lenders representative upon demand for inspection and copying
at any reasonable time. For Revolving Loan Facilities, if Lender elects in its sole
discretion to make Credit Accommodations based upon summaries of Export Orders, then at
least once each quarter, Lender shall review a sampling selected by Lender of those Export
Orders representing at least 10% of the aggregate Dollar volume of Export Orders and 10%
of the number of Export Orders supporting Credit Accommodations made or incurred during
the past quarter. Specifically with respect to Export-Related Collateral, Borrower agrees
to keep and maintain such books and records as Lender may require, including, without
limitation, (i) information concerning the eligibility of Export-Related Collateral for
Export-Related Borrowing Base purposes, (ii) Export-Related Accounts Receivable and
Export-Related Overseas Accounts Receivable balances and number of days outstanding, and
(iii) descriptions and itemizations of the kind, type, quality, and quantity of
Export-Related Inventory and Export-Related Overseas Inventory, Inventory costs and
selling prices, and records of daily withdrawals and additions to Export-Related Inventory
and Export-Related Overseas Inventory. With respect to Section 2.05 of the Borrower
Agreement as modified by the Fast Track Borrower Agreement Supplement, each Inventory
schedule shall include the location of each Item of Inventory, and each Accounts
Receivable Aging Report shall include the customer name, Dollar amount due and number of
days outstanding for each Export-Related Accounts Receivable and Export-Related Overseas
Accounts Receivable. If all invoices have not been previously delivered to Lender along
with Export-Related Borrowing Base Certificates, Lender shall, at least once each quarter,
review a sampling selected by Lender of those invoices representing at least ten percent
(10%) of the aggregate Dollar volume of Accounts Receivables and ten percent (10%) of the
number of invoices supporting Credit Accommodations made during the past quarter.


- 15 -



Section 4.4 Assignment of Letter of Credit Proceeds.

In
the event that Borrower wishes to include Export-Related Account Receivable,
Export-Related Overseas Account Receivable, Export-Related Inventory, or Export-Related
Overseas Inventory from a Person that is formed or located in a country that is listed on
the Country Limitation Schedule and for which Ex-Im Bank requires (as noted in the
then-current Country Limitation Schedule) that an assignment of letter of credit proceeds
be obtained in order to include the Export-Related Account Receivable, Export-Related
Overseas Account Receivable, Export-Related Inventory, or Export-Related Overseas
Inventory in respect of such Person in the Export-Related Borrowing Base, then, before
such Export-Related Account Receivable, Export-Related Overseas Account Receivable,
Export-Related Inventory, or Export-Related Overseas Inventory are included in the
Export-Related Borrowing Base, Borrower shall comply with the following clauses (a)-(d) in
respect of any Commercial Letters of Credit:(a)
                    Without limiting Borrowers obligations under the Security Agreement,
                    Borrower shall require that such Commercial Letter of Credit issued for its
                    benefit with respect to any Export-Related Account Receivable, Export-Related
                    Overseas Account Receivable, Export-Related Inventory, or Export-Related
                    Overseas Inventory shall provide that the issuer consents to the assignment of
                    the proceeds of the letter of credit to Lender, and that one of the required
                    documents for the first payment under such Commercial Letter of Credit shall be
                    a copy of an assignment of proceeds executed by Borrower as beneficiary of such
                    Commercial Letter of Credit in favor of Lender, which assignment shall be for
                    the face amount of the Commercial Letter of Credit and shall be made directly to
                    Lenders account.(b)
                    Borrower shall take all necessary and advisable steps to ensure that each
                    Commercial Letter of Credit described in paragraph (a) above will either (i) be
                    delivered to the paying or confirming bank and that said paying or confirming
                    bank shall be authorized to retain the Commercial Letter of Credit on behalf of
                    Lender as the assignee of the proceeds thereof, or (ii) be retained by Borrower,
                    if no paying or confirming bank has been designated.(c)
                    In order to perfect Lenders assignment of the proceeds of such Commercial
                    Letters of Credit issued for Borrowers benefit, Borrower agrees to act as
                    the agent of Lender for the purposes of (i) accepting delivery of all such
                    Commercial Letters of Credit, and (ii) holding such Commercial Letters of Credit
                    for the benefit of Lender until such time as the Commercial Letters of Credit
                    are delivered to the paying or confirming bank in accordance with paragraph (b)
                    above.(d)
                    In the event that Borrower is unable to obtain the consent and assignment of
                    such Commercial Letter of Credit proceeds in accordance with paragraph (a)
                    above, Borrower shall be required to arrange in writing (with a copy to Lender)
                    with the account party under such Commercial Letter of Credit that the issuer of
                    said Commercial Letter of Credit include therein a provision to the effect that
                    payment thereunder shall be negotiated only at Lenders counters or,
                    alternatively, that payment shall be made only to Lenders account.Section 4.5 Assignment of
Foreign Credit Insurance Policy Proceeds and Buyer/Supplier Financing. In the event
that Borrower wishes to include Export-Related Account Receivable, Export-Related Overseas
Account Receivable, Export-Related Inventory, or Export-Related Overseas Inventory from a
Buyer that is formed or located in a country that is listed on the Country Limitation
Schedule and for which Ex-Im Bank requires (as noted in the then-current Country
Limitation Schedule) that an assignment of foreign credit insurance policy proceeds or of
any financing obtained by Borrower for the benefit of a Buyer be obtained in order to
include the Export-Related Account Receivable, Export-Related Overseas Account Receivable,
Export-Related Inventory, or Export-Related Overseas Inventory in respect of such Buyer in
the Export-Related Borrowing Base, then, before such Export-Related Account Receivable,
Export-Related Overseas Account Receivable, Export-Related Inventory, or Export-Related
Overseas Inventory are included in the Export-Related Borrowing Base, Borrower shall,
simultaneously with the inclusion thereof in the Export-Related Borrowing Base, at any
time prior to the payment and performance in full of Borrowers Obligations, assign
to Lender the proceeds of such foreign credit insurance policies maintained by Borrower
and any financing obtained by Borrower for the benefit of such Buyer, including, without
limitation, any financing the repayment of which is guaranteed or insured by Ex-Im Bank,
such assignment to provide for payment to be made directly into Borrowers account
with Lender or to Lender.


Section 4.6 Loss of
Collateral. Lender shall not be liable for the loss of any Collateral in its
possession, nor shall such loss diminish Borrowers Obligations.



ARTICLE VREPRESENTATIONS
AND WARRANTIES


Borrower represents and warrants the
following to Lender and Ex-Im Bank, as of the Effective Date, as of the date each Credit
Accommodation is made or incurred hereunder, as of the date of any Extension or any other
renewal, extension or modification of the Loan, and at all times any of Borrowers
Obligations are outstanding, and it is the affirmative obligation of Borrower to notify
Lender in writing promptly, but in any event within five (5) Business Days, of any
occurrence, circumstance or fact which would affect its ability to make the
representations and warranties contained herein:

- 16 -





Section 5.1
Organization. Borrower is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, has all requisite power and
authority to carry on its business as now conducted and is qualified to do business in,
and is in good standing in, every jurisdiction where the failure to be so qualified could
reasonably be expected to result in a Material Adverse Effect.


Section 5.2 Authorization.The execution, delivery, and performance of this Agreement and all other Financing
Documents to which Borrower is a party have been duly authorized by all necessary action
by Borrower; do not require the consent or approval of any other Person; and do not
conflict with, result in a violation of, or constitute a default under (a) any provision
of its certificate or articles of incorporation or organization, or bylaws, or
partnership, limited liability or operating agreement, or (b) any other agreement or
instrument binding upon Borrower, the violation or default under which could reasonably be
expected to have a Material Adverse Effect, or (c) any law, governmental regulation, court
decree, or order applicable to Borrower. Borrower has all requisite power and authority to
execute and deliver this Agreement and all other Financing Documents to which Borrower is
a party.


Section 5.3 Financial
Information. Each financial statement of Borrower supplied to Lender presents fairly
in all material respects the financial position and results of operations and cash flows
of Borrower and its consolidated subsidiaries as of the date of the statement and in
accordance with GAAP (subject to year-end audit adjustments and the absence of footnotes
in non-annual financial statements), and there has been no change in Borrowers
financial condition subsequent to the date of the most recent financial statement supplied
to Lender, which has had or could reasonably be expected to have a Material Adverse
Effect. Borrower has no material contingent obligations except as disclosed in such
financial statements.


Section 5.4 Legal Effect. This Agreement and all other Financing Documents to which Borrower is a party
constitute legal, valid and binding obligations of Borrower enforceable against Borrower
in accordance with their respective terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors rights generally and
subject to general principles of equity, regardless of whether considered in a proceeding
in equity or at law.


Section 5.5 Properties.
Borrower is the owner of, and has good title to, all of Borrowers owned properties
free and clear of all security interests except for liens and security interests permitted
under the Section 6.02 of the Domestic Credit Agreement, and has not executed any security
documents or financing statements relating to such properties. Title to all of
Borrowers properties are in Borrowers legal name, and Borrower has not used,
or filed a UCC financing statement under, any other name, except for those indicated in
the charter documents provided to the Lender, for at least the last six (6) years.


Section 5.6 Compliance.
Except as disclosed to and acknowledged by Lender in writing, (a) Borrower is conducting
Borrowers businesses in material compliance with all applicable federal, state and
local laws, statutes, ordinances, rules, regulations, orders, determinations and court
decisions, including, without limitation, those pertaining to health or environmental
matters, and (b) Borrower otherwise does not have any contingent liability in connection
with the release into the environment, disposal or the improper storage of any toxic or
hazardous substance or solid waste, in each case, which has had or could reasonably be
expected to have a Material Adverse Effect.



Section 5.7 Licenses.
All necessary licenses, permits and authorizations required for the exporting of the
Export-Related Inventory and Export-Related Overseas Inventory have been or will be timely
obtained by Borrower, and to the best of Borrowers knowledge, all required necessary
licenses, permits and authorizations have been or will be timely obtained by each
importer.


Section 5.8
Performance. Borrower has an operating history of at least one year. Borrower has
sufficient financial resources with which to perform its Export Orders and to pay any
costs of completing its Export Orders which are not paid from the proceeds of the Loan.


Section 5.9 Litigation and
Claims. No litigation, claim, investigation, administrative proceeding or similar
action (including those for unpaid taxes) against Borrower is pending or, to the
Borrowers knowledge, threatened, and no other event has occurred which has had or
could reasonably be expected to have a Material Adverse Effect other than litigation,
claims, or other events, if any, that have been disclosed to and acknowledged by Lender in
writing. Lender acknowledges that certain litigation has been disclosed pursuant to the
Domestic Credit Agreement.


Section 5.10 Taxes. All
federal income and other material tax returns and reports of Borrower that are or were
required to be filed have been filed in a timely manner, and all taxes, assessments and
other governmental charges have been paid in full, except those which are presently being
or to be contested by Borrower in good faith in the ordinary course of business and for
which adequate reserves have been provided.


Section 5.11 Lien
Priority. Unless otherwise previously disclosed to and approved by Lender in writing,
Borrower has not entered into any security agreements, granted a Lien or permitted the
filing or attachment of any Lien (other than Permitted Liens) on or affecting any of the
Collateral, except in favor of Lender or as permitted under Section 6.02 of the Domestic
Credit Agreement.


Section 5.12 Use of
Proceeds. Borrower shall not use any Loan proceeds for the purchasing or carrying of
margin stock as defined in Regulation U issued by the Board of Governors of
the Federal Reserve System.


Section 5.13 Employee
Benefit Plans. Each employee benefit plan as to which Borrower may have any liability
complies in all material respects with all applicable requirements of law and regulations,
and no Reportable Event nor Prohibited Transaction (as defined in ERISA) has occurred with
respect to any such plan that could reasonably be expected to result in a Material Adverse
Effect.


- 17 -





Section 5.14 Location of
Borrowers Offices and Records. Borrowers place of business, or
Borrowers chief executive office if Borrower has more than one place of business, is
located at the address for notices to Borrower set forth in Section 9.3. Unless Borrower
has notified Lender and Lender has acknowledged in writing to the contrary, said address
is also the location of Borrowers books and records concerning the Collateral.


Section 5.15 Information. All information heretofore or contemporaneously herewith furnished by Borrower to
Lender for the purposes of or in connection with this Agreement or any transaction
contemplated hereby is, and all information hereafter furnished by or on behalf of
Borrower to Lender will be, true and accurate in all material respects on the date as of
which such information is dated or certified; and none of such information is or will be
incomplete by omitting to state any material fact necessary to make such information not
misleading in light of the circumstances; provided that, with respect to projected
financial information, Borrower represent only that such information was prepared in good
faith based upon assumptions believed to be reasonable at the time delivered.


Section 5.16 Export-Related
Accounts Receivable. (a) All Export-Related Accounts Receivable and Export-Related
Overseas Accounts Receivable represented by Borrower in an Export-Related Borrowing Base
Certificate to constitute Eligible Export-Related Accounts Receivable and Eligible
Export-Related Overseas Accounts Receivable satisfy all relevant eligibility criteria as
of the date of such Export-Related Borrowing Base Certificate (subject to the discretion
of the Lender and Ex-Im Bank); (b) all Export-Related Receivables and Export-Related
Overseas Accounts Receivable information contained in Export-Related Borrowing Base
Certificates and related reports delivered to Lender will be true and correct as of the
date of such Export-Related Borrowing Base Certificate, subject to immaterial variance;
and (c) Lender shall have the right at any time during normal business hours and at
Borrowers expense to confirm with Buyers the accuracy of such Export-Related
Accounts Receivable and Export-Related Overseas Accounts Receivable information.


Section 5.17 Export-Related
Inventory and Other Assets. (a) All Export-Related Inventory and Export-Related
Overseas Inventory represented by Borrower in an Export-Related Borrowing Base Certificate
to constitute Eligible Export-Related Inventory and Eligible Export-Related Overseas
Inventory satisfies all relevant eligibility criteria as of the date of such
Export-Related Borrowing Base Certificate (subject to the discretion of the Lender and
Ex-Im Bank); (b) all information regarding Export-Related Inventory and Export-Related
Overseas Inventory and Other Assets (if any) contained in Export-Related Borrowing Base
Certificates and related schedules delivered to Lender will be true and correct as of the
date of such Export-Related Borrowing Base Certificate, subject to immaterial variance;
(c) the Export-Related Inventory Value, Export-Related Overseas Inventory Value and the
Other Assets Value (if any) will be determined in the manner set forth in their respective
definition in the Borrower Agreement; (d) except as agreed to the contrary by Lender in
writing, all Eligible Export-Related Inventory and Eligible Export-Related Overseas
Inventory and Other Assets are now and at all times hereafter will be in Borrowers
physical possession; (e) all Eligible Export-Related Inventory and Eligible Export-Related
Overseas Inventory are now and at all times hereafter will be of good and merchantable
quality, free from defects; (f) no Eligible Export-Related Inventory or Eligible
Export-Related Overseas Inventory is now and none at any time hereafter will be stored
with a processor, bailee, warehouseman, or similar party without Lenders prior
written consent; and (g) Lender and Ex-Im Bank shall have the right at any time during
normal business hours and at Borrowers expense to check and test Export-Related
Inventory and Export-Related Overseas Inventory and Other Assets (if any) as to quality,
value, and condition.


Section 5.18 Holdings.
Holdings and, in the case of United Solar Ovonic LLC, United Solar Ovonic Corporation,
is/are the only Person(s) owning or otherwise controlling more than 20% of the voting
share capital (or equivalent right of ownership) of Borrower, or having the power to
direct Borrowers policies and/or management whether by contract or otherwise.


Borrower understands and agrees that
Lender, without independent investigation, is relying upon the above representations and
warranties in extending the Loan to Borrower. Borrower further agrees that the foregoing
representations and warranties shall be continuing in nature and shall remain in full
force and effect as long as any of Borrowers Obligations remain outstanding.
Borrower shall promptly notify Lender and Ex-Im Bank in writing of any facts which would
materially and adversely affect its ability to make any of the above representations and
warranties.



ARTICLE VIAFFIRMATIVE COVENANTS


Borrower covenants and agrees with
Lender that, while this Agreement is in effect and until all of Borrowers
Obligations are fully paid and performed, Borrower shall:


Section 6.1 Financial
Records. To the extent not otherwise required under the Domestic Credit Agreement,
furnish to Lender the financial statements of Borrower and each Guarantor deliverable
pursuant to the Fast Track Loan Authorization Agreement by the dates set forth therein.


Section 6.2
Inspections.Permit the Lender or its designee to inspect and copy the
Borrowers business records, to discuss Borrowers business, operations, and
financial condition with Borrowers officers, employees and accountants, to perform
audits, appraisals or other inspections of any Collateral including records and documents
pertaining to Collateral, and to inspect the Borrowers business operations and
sites, as frequently as may be required by Ex-Im Bank and more frequently as may be
required by Lender, at such times and at such intervals as the Lender may require. In this
connection, Borrower acknowledges that Lender is required by Ex-Im Bank to perform (or
contract to perform) an inspection and audit of Borrower and the Collateral but in no
event less than every six months; provided, however, that with respect to field
audits, notwithstanding the foregoing or



- 18 -



anything to the contrary set forth in any
Financing Document, the Lender shall conduct, in total (inclusive of field audits
conducted pursuant to the Domestic Credit Agreement), no more than two (2) such field
audits per calendar year unless the Aggregate Liquidity shall at any time fall below
$15,000,000, in which case the Lender may conduct up to three (3) such field audits in
total in a calendar year; and provided, further, that if an Event of Default
shall have occurred and is continuing, there shall be no limitation on the number of field
audits the Lender may conduct in any calendar year. An inspection and/or audit shall
address, without limitation, the matters set forth in Section 6 of the Fast Track Borrower
Agreement Supplement modifying Section 2.12 (b) of the Borrower Agreement. After receiving
Lenders invoice(s) thereof, the Borrower shall promptly compensate the Lender for
all costs and expenses associated with any inspections and/or audits (including in-house
costs and expenses charged within the Lender for such inspections and audits).


Section 6.3
Performance. Borrower shall perform and comply with all terms, conditions, and
provisions set forth in this Agreement and in the other Financing Documents in a timely
manner, and promptly notify Lender (including, without limitation, providing such notice
of events as is required pursuant to the Borrower Agreement) of the occurrence of any
event which constitutes or may constitute an Event of Default under this Agreement or a
default under any of the other Financing Documents. Borrower shall perform and comply with
all terms in all Export Orders (including, without limitation, the delivery of the goods
required thereby free and clear of defects and prior to the deadline specified therein) in
the ordinary course of business and consistent with past practices, and promptly notify
Lender of any event which constitutes or may constitute a default under any of the
material Export Orders. Borrower shall, in the ordinary course of business and consistent
with past practice, take all actions necessary to entitle Borrower to receive any payments
due under all Export Orders, including, without limitation, the timely drawing of drafts
under any letters of credit issued for the benefit of Borrower in connection therewith and
the timely presentation of any claims under any insurance policy issued by, or financing
guaranteed by, Ex-Im Bank or any other insurer or guarantor.


Section 6.4 Export-Related
Borrowing Base Certificates, etc. Borrower shall deliver to Lender Export-Related
Borrowing Base Certificates, Export Orders, written summaries of Export Orders, Inventory
Schedules, Accounts Receivable Aging Reports, and other information, reports, contracts,
invoices and other data concerning the Collateral, in accordance with Sections 2.04 and
2.05 of the Borrower Agreement, as modified by the Fast Track Borrower Agreement
Supplement, including as may be instructed or requested by Lender from time to time;
provided, however, that, in the event that, subsequent to the Effective
Date, the Ex-Im Bank shall have issued a waiver of Sections 2.04 and 2.05 of the Borrower
Agreement, as modified by the Fast Track Borrower Agreement Supplement, then
notwithstanding Sections 2.04 and 2.05 of the Borrower Agreement, as modified by the Fast
Track Borrower Agreement Supplement, or anything to the contrary set forth in any other
Financing Document, the Borrower shall deliver to Lender, as soon as available but in any
event within 20 days after the end of each calendar month, and at such other times as may
be requested by the Lender, as of the period then ended, an Export-Related Borrowing Base
Certificate and supporting information in connection therewith, together with any
additional reports with respect to the Export-Related Borrowing Base as the Lender may
request; and provided further, that in the event that the unpaid principal
balance of the Loan and LC Exposure are each $0 as of the end of a calendar month, then
Borrowers shall be required to deliver a Borrowing Base Certificate (and supporting
information in connection therewith, together with any additional reports with respect to
the Export-Related Borrowing Base as the Lender may reasonably request) to the Lender as
soon as available but in any event within 30 days of the end of such calendar month; and
providedfurther, that, if the foregoing proviso shall be applicable with respect
to any calendar month, in the event that Borrowers shall request an Advance on or after
the 20th day occurring after the end of such calendar month, then the Borrowers shall
deliver an Export-Related Borrowing Base Certificate (and supporting information in
connection therewith, together with any additional reports with respect to the
Export-Related Borrowing Base as the Lender may reasonably request) to the Lender
simultaneously with such request for an Advance; and provided, further, that
in the event that the Aggregate Liquidity shall at any time fall below $15,000,000 and
shall remain below $15,000,000 for a period of sixty (60) days, then, after the expiration
of such sixty (60) day period, the Borrower shall be required to deliver to Lender
Export-Related Borrowing Base Certificates and such supporting information and additional
reports as soon as available but in any event within 3 Business Days after the end of each
calendar week, and at such other times as may be requested by the Lender, as of the period
then ended.


Section 6.5 Domestic Credit
Agreement. Perform and observe all of the covenants set forth in the Affirmative
Covenants and Negative Covenants sections of the Domestic Credit
Agreement (all of such covenants, together with all defined terms from the Domestic Credit
Agreement used in such covenants, being collectively referred to as the Incorporated
Covenants), all of which Incorporated Covenants are hereby incorporated by reference
herein; provided, however, that if the Domestic Credit Agreement ceases to
be valid and enforceable due to the satisfaction of all indebtedness and the expiration of
all commitments governed thereby, Borrower shall continue to perform and observe all of
the Incorporated Covenants as set forth in the Domestic Credit Agreement as it existed
immediately before it ceased to be valid and enforceable. If there is any conflict between
or among any Incorporated Covenants, the covenants and agreements of this Agreement, or
the covenants and agreements of the Borrower Agreement and the Fast Track Borrower
Agreement Supplement, the most stringent provision with respect to Borrower and/or
Guarantor shall prevail and be controlling.



ARTICLE VII

DEFAULT/REMEDIES

Section 7.1 Events of
Default. Each of the following shall constitute an Event of Default under thisAgreement:


     (a)
          Failure of Borrower to make any payment when due on any of Borrowers
          Obligations, including without limitation, any mandatory prepayments of
          Borrowers Obligations from the Proceeds of or comprising Export-Related
          Accounts Receivable and Export-Related Inventory;- 19 -





     (b)
          Failure of Borrower or any Guarantor to comply with or to perform when due any
          other term, obligation, covenant or condition contained in this Agreement, the
          Borrower Agreement or in any other Financing Document (other than those which
          constitute a default under another subsection of this Section 7.1) and such
          failure shall continue unremedied (i) beyond any period of grace therein
          provided (and in the case of the Incorporated Covenants, the grace periods, if
          any, shall be the same as those provided in the Domestic Credit Agreement) or
          (ii) if no grace period is provided therein, for a period of (y) 7 days
          after the earlier of any Borrowers or Guarantors knowledge of such
          breach or notice thereof from the Lender if such breach relates to terms or
          provisions relating to reporting requirements or the delivery of notices or
          other items under this Agreement, the Borrower Agreement or such other Financing
          Document or (z) 20 days after the earlier of any Borrowers or
          Guarantors knowledge of such breach or notice thereof from the Lender if
          such breach relates to any other terms or provisions of this Agreement, the
          Borrower Agreement or such other Financing Document; provided,
          however, that if no period of grace is provided in this Agreement, the
          Borrower Agreement or such other Financing Document with respect to defaults,
          events of default or breaches relating to the payment of money or to negative
          covenants, then the foregoing clause (ii) shall not apply to any such default,
          event of default or breach;(c)
          Failure of Borrower or any Guarantor to pay when due, at stated maturity or
          otherwise, any amount payable to Lender under any loan(s) or other credit
          accommodation not guaranteed by Ex-Im Bank that have been extended by Lender to
          Borrower or such Guarantor;(d)
          The occurrence of any Default or Event of Default as such terms are defined in
          the Domestic Credit Agreement or in any of the Loan Documents (as defined in the
          Domestic Credit Agreement); provided that an Event of Default under this
          clause (d) shall be deemed automatically cured upon a cure of the Default or
          Event of Default under the Domestic Credit Agreement or other applicable Loan
          Document (as defined in the Domestic Credit Agreement) (but such deemed cure
          shall not affect any other Event of Default that has occurred and is continuing
          under this Agreement);(e)
          Borrower fails either to (i) furnish additional Collateral to Lender as security
          for the Loan, in form and amount satisfactory to Lender and Ex-Im Bank as may be
          required by the terms of the Financing Documents, or (ii) pay to Lender an
          amount equal to the difference between the aggregate outstanding amount of
          Disbursements and the Export-Related Borrowing Base in the event the aggregate
          outstanding amount of Disbursements exceeds the Export-Related Borrowing Base;(f)
          Borrower or any Guarantor (i) applies for, consents to or suffers the
          appointment of, or the taking of possession by, a receiver, custodian, trustee,
          liquidator or similar fiduciary of itself or of all or a substantial part of its
          property or calls a meeting of its creditors, (ii) admits in writing its
          inability, or is generally unable, to pay its debts as they become due or ceases
          operations of its present business, (iii) makes a general assignment for the
          benefit of creditors, (iv) commences a voluntary case under any state or federal
          bankruptcy laws (as now or hereafter in effect), (v) is adjudicated as bankrupt
          or insolvent, (vi) files a petition seeking to take advantage of any other law
          providing for the relief of debtors, (vii) acquiesces to, or fails to have
          dismissed within sixty (60) days, any petition filed against it in any
          involuntary case under such bankruptcy laws, or (viii) takes any action for the
          purpose of effecting any of the foregoing;(g)
          Any Lien in any of the Collateral, granted or intended by the Financing
          Documents to be granted to Lender, ceases to be a valid, enforceable, perfected,
          first priority Lien (or a lesser priority if expressly permitted pursuant to
          Section 6 of the Fast Track Loan Authorization Agreement) subject only to
          Permitted Liens;(h)
          Any material provision of any Financing Document for any reason ceases to be
          valid, binding and enforceable against Borrower or any Guarantor in accordance
          with its terms;(i)
          The issuance of any levy, assessment, attachment, seizure or Lien, other than a
          Permitted Lien or a Lien permitted by Section 6.02 of the Domestic Credit
          Agreement, against any of the Collateral which is not stayed or lifted within
          thirty (30) calendar days, unless sufficient cash reserves are established;(j)
          (i) one or more judgments for the payment of money (y) in the case of Holdings,
          that could reasonably be expected to result in a Material Adverse Effect shall
          be rendered against Holdings and shall remain undischarged for a period of 45
          consecutive days during which execution shall not be effectively stayed, or any
          action shall be legally taken by a judgment creditor to attach or levy upon any
          assets of Holdings to enforce any such judgment, or (z) in the case of the
          Borrowers and any other Guarantor, in an aggregate amount in excess of $500,000
          shall be rendered against any Borrower, any Subsidiary or any combination
          thereof and the same shall remain undischarged for a period of
          45 consecutive days during which execution shall not be effectively stayed,
          or any action shall be legally taken by a judgment creditor to attach or levy
          upon any assets of any Borrower or any Guarantor (other than Holdings) to
          enforce any such judgment, or (ii) any Borrower or any Guarantor shall fail
          within 45 days to discharge one or more non-monetary judgments or orders which,
          individually or in the aggregate, could reasonably be expected to have a
          Material Adverse Effect, which judgments or orders, in any such case, are not
          stayed on appeal or otherwise being appropriately contested in good faith by
          proper proceedings diligently pursued;(k)
          Any breach or default occurs under any Guaranty, or any Guaranty is terminated,
          or any obligation to perform thereunder is terminated, or any Guarantor attempts
          to revoke any Guaranty;- 20 -





     (l)
          Any default or event of default other than those described above occurs under
          any of the Financing Documents which causes the obligations thereunder or a
          portion thereof to become due prior to its stated maturity or prior to the
          regularly scheduled dates of payment;(m)
          The Ex-Im Bank Guarantee ceases to be in effect for any reason whatsoever
          without Lenders prior written consent, including, without limitation,
          Borrowers failure to pay all fees due Ex-Im Bank,(n)
          Any material delay occurs in Borrowers performance of its obligations
          under any Export Order outside of the ordinary course of business consistent
          with past practices, unless such delay is due to a force majeure and Borrower is
          able to satisfy Lender that the delay will not cause a default under the
          applicable Export Order or diminish the Buyers payment obligation
          thereunder;(o)
          The Domestic Revolving Credit Facility has been terminated or ceases to be in
          full force and effect for any reason other than in connection with voluntary
          terminations and/or voluntary reductions of commitments by the Borrower to the
          extent permitted under and in accordance with Section 2.09 of the Domestic
          Credit Agreement.(p)
          The Borrower or Guarantor fails to comply with the terms of the Domestic
          Revolving Credit Facility subject to any applicable cure periods;
          provided that an Event of Default under this clause (p) shall be deemed
          automatically cured upon a cure of the Default or Event of Default under the
          Domestic Credit Agreement or other applicable Loan Document (as defined in the
          Domestic Credit Agreement) caused by such failure to comply (but such deemed
          cure shall not affect any other Event of Default that has occurred and is
          continuing under this Agreement).Section 7.2 Effect of an
Event of Default. If any Event of Default shall occur, and unless such Event of
Default shall be cured to the satisfaction of Lender and Ex-Im Bank, Lender may, at its
option, without further notice or demand, in addition to the rights and remedies provided
by any law or agreement, (a) accelerate the Commitment Termination Date, whereupon the
Commitment shall terminate as of the accelerated Commitment Termination Date, (b)
terminate all other commitments and obligations of Lender to make loans or other credit
accommodations to Borrower, if any; (c) declare the Loan and any other indebtedness of
Borrower (contingent or otherwise) to Lender immediately due and payable; (d) refuse to
make or incur any additional Credit Accommodations under this Agreement; (e) assemble,
sell, lease, buy, transfer or otherwise dispose of the Collateral or the Proceeds thereof;
and (f) exercise all the rights and remedies provided in this Agreement or in any of the
other Financing Documents or available at law, in equity, or otherwise; provided, however,
that if the default relates to a matter of bankruptcy or insolvency the Loan and any other
indebtedness of Borrower (contingent or otherwise) to Lender shall automatically become
fully due and payable, without any notice, demand or action by Lender. Except as may be
prohibited by applicable law, all of Lenders rights and remedies shall be cumulative
and may be exercised singularly or concurrently. Election by Lender to pursue any remedy
shall not exclude pursuit of any other remedy, and an election to make expenditures or to
take action to perform an obligation of Borrower or of any Guarantor shall not affect
Lenders right to declare a default and to exercise its rights and remedies.


ARTICLE VIIIMISCELLANEOUS
PROVISIONS


Section 8.1 Amendments.
This Agreement, together with the other Financing Documents, constitute the entire
understanding and agreement of the parties as to the matters set forth in this Agreement.
No alteration of or amendment to this Agreement shall be effective unless given in writing
and signed by the party or parties sought to be charged or bound by the alteration or
amendment. This Agreement and the other Financing Documents supersede all existing
agreements, oral or written, previously entered into between Borrower and Lender with
respect to the Loan unless Borrower and Lender agree in writing to the contrary.


Section 8.2 Caption
Headings. Caption headings in this Agreement are for convenience purposes only and are
not to be used to interpret or define the provisions of this Agreement.


Section 8.3 Notices.
All communications and notices required to be given under this Agreement shall be hand
delivered or sent by nationally recognized overnight courier or United States mail,
certified or registered, postage prepaid, addressed to the party to whom the notice is to
be given at the address shown below. All such communications and notices shall be
effective upon delivery. Any party may change its address for notices under this Agreement
by giving formal written notice to the other parties, specifying that the purpose of the
notice is to change the partys address. To the extent permitted by applicable law,
if there is more than one Borrower, notice to any Borrower will constitute notice to all
Borrowers:



if to Borrower:c/o
United Solar Ovonic LLC
3800 Lapeer Road
Auburn Hills, MI 48326
ATTN: Sanjeev Kumar, Chief Financial Officer

- 21 -



if to Lender:
JPMorgan Chase Bank, N.A.
1300 East Ninth Street, 13th Floor
Cleveland, Ohio 44114
ATTN: David Waugh


with copy to:
JPMorgan Chase Bank, N.A. (Global Trade Services)
1717 Main Street, Floor 4
Dallas, Texas 75201-4605
ATTN: Martha Gentry

if to Ex-Im Bank:
Export-Import Bank of the United States
811 Vermont Avenue, N.W.
Washington, D.C. 20571
ATTN: Vice President, Business Credit Division


Section 8.4 Assignments and
Participations. Lender, at any time, shall have the right to sell, assign, transfer,
or negotiate the Loan and the Loan Documents, in whole or in part, and to grant
participation interests in the Loan and the Loan Documents, subject to the same consent
rights given to the Borrower Representative under the Domestic Credit Agreement. Borrower
hereby acknowledges and agrees that any such disposition shall give rise to a direct
obligation of Borrower to each such assignee or participant. Lender is authorized, without
any limitations whatsoever, to furnish to any actual or prospective assignee or
participant any information or document that Lender may have or obtain regarding the Loan,
the Loan Documents, Borrower, or any guarantor of the Loan. In addition, Lender is
authorized, without any limitations whatsoever, to furnish such information to affiliates
of JPMorgan Chase & Co.


Section 8.5 Survival;
Successors and Assigns. All covenants, agreements, representations and warranties of
Borrower and any Guarantor made herein and in the other Financing Documents and in the
certificates, instruments and other documents delivered pursuant hereto or thereto shall
survive the making or incurring of Credit Accommodations hereunder, and shall continue in
full force and effect until all of Borrowers Obligations have been paid and
performed in full. Whenever in this Agreement any of the parties hereto is referred to,
such reference shall be deemed to include the successors and permitted assigns of such
party; and all covenants, promises and agreements by or on behalf of Borrower which are
contained in this Agreement or in the other Financing Documents shall inure to the benefit
of the successors and assigns of Lender and Ex-Im Bank, which is a third-party beneficiary
of this Agreement and each of the other Financing Documents to which it is not a direct
party. Borrower may not assign any interest that it may have under this Agreement,
including, without limitation, the right to receive the benefit of the Loan to be extended
hereunder, without the prior written consent of Lender and Ex-Im Bank. Any assignment made
or attempted by Borrower without the prior written consent of Lender and Ex-Im Bank shall
be void and of no effect. No consent by Lender and Ex-Im Bank to an assignment by Borrower
shall release Borrower as the party primarily obligated and liable under the terms of this
Agreement unless Borrower shall be released specifically by Lender and Ex-Im Bank in
writing. No consent by Lender and Ex-Im Bank to an assignment shall be deemed to be a
waiver of the requirement of prior written consent by Lender and Ex-Im Bank with respect
to each and every further assignment and as a condition precedent to the effectiveness of
such assignment. Lender may assign its interest in any or all of the Financing Documents
to any Person, including Ex-Im Bank, without the consent of or notice to Borrower, any
Guarantor, or any other Person, upon such terms as Lender in its sole discretion deems
appropriate.


Section 8.6 Payment of Fees
and Expenses. At Lenders discretion, Borrower will pay all out-of-pocket
expenses, including, without limitation, the fees and disbursements of legal counsel
employed by Lender, incurred by Lender in connection with (i) the preparation and
negotiation of this Agreement and the other Financing Documents, (ii) the making or
incurring of Credit Accommodations by Lender, (iii) the protection of the Collateral and
any other security for the repayment of Borrowers Obligations, and (iv) the
enforcement and protection of the rights of Lender in connection with this Agreement or
any of the other Financing Documents. Prior to Lenders making or incurring any
Credit Accommodations hereunder, Borrower shall pay to Lender, in consideration for the
establishment of the Commitment and as an additional condition precedent to the making or
incurring of Credit Accommodations, the Ex-Im Bank facility fee determined in accordance
with the Fast Track Loan Authorization Agreement and all other fees and expenses due
Lender.


Section 8.7 Applicable Law;
Jurisdiction; Consent to Service of Process. Except as hereinafter expressly provided,
this Agreement is governed by and shall be construed in accordance with the laws of the
State of New York. Lender and Borrower hereby submit to the non-exclusive jurisdiction of
any state court or federal court sitting in Cleveland, Ohio or New York, New York over any
suit, action or proceeding arising out of or relating to this Agreement. Final judgment in
any such suit, action or proceeding brought in any such court shall be conclusive and
binding upon Borrower and may be enforced in any court to the jurisdiction of which
Borrower is subject, by a suit upon the judgment.


Section 8.8 No
Liability. Neither Lender nor Ex-Im Bank shall be liable for any act or omission by it
pursuant to the provisions of this Agreement, in the absence of fraud, willful misconduct
or gross negligence. Borrower hereby agrees that neither Lender nor Ex-Im Bank shall be



- 22 -



chargeable for any negligence, mistake, act or omission of any accountant, examiner,
agency or attorney employed by it in making examinations, investigations or collections,
or otherwise in perfecting, maintaining, protecting or realizing upon any lien or Security
Interest in the Collateral or any other interest in any security for Borrowers
Obligations. Neither Lender nor Ex-Im Bank shall incur any liability to Borrower or to any
other party in connection with the acts or omissions of Lender or Ex-Im Bank in reliance
upon any certificate or other paper believed by Lender or Ex-Im Bank to be genuine or with
respect to any other thing which Lender or Ex-Im Bank may do or refrain from doing, unless
such act or omission amounts to fraud or gross negligence.


Section 8.9
Indemnification.The Borrower agrees to indemnify, defend and hold each of the
Lender and Ex-Im Bank, its parent companies, subsidiaries, affiliates, their respective
successors and assigns and each of their respective shareholders, directors, officers,
employees and agents (collectively, the Indemnified Persons) harmless from any
and against any and all loss, liability, obligation, damage, penalty, judgment, claim,
deficiency, expense, interest, penalties, attorneys fees (including the fees and
expenses of attorneys engaged by the Indemnified Person at the Indemnified Persons
reasonable discretion) and amounts paid in settlement (Claims) to which any
Indemnified Person may become subject arising out of or relating to this Agreement or the
Collateral, including any Claims resulting from any Indemnified Persons own
negligence,except to the limited extent that the Claims are proximately caused by
the Indemnified Persons gross negligence or willful misconduct. The indemnification
provided for in this paragraph shall survive the termination of this Agreement and shall
not be affected by the presence, absence or amount of or the payment or nonpayment of any
claim under, any insurance.


Section 8.10 No
Partnership. Nothing contained in this Agreement shall be construed in a manner to
create any relationship among Borrower, Lender and Ex-Im Bank other than the relationship
of borrower, lender and credit enhancement provider, and Borrower, Lender and Ex-Im Bank
shall not be considered partners or co-venturers for any purpose on account of this
Agreement.


Section 8.11 Controlling
Agreement. Borrower acknowledges and agrees that (a) the Borrower Agreement and the
Fast Track Borrower Agreement Supplement contain additional representations, terms,
covenants and conditions related to Borrower and the Loan, and (b) as between Lender and
Borrower this Agreement, the Borrower Agreement and the Fast Track Borrower Agreement
Supplement together govern the establishment of the Loan as a Loan Facility guaranteed
pursuant to the Ex-Im Bank Guarantee and the making and incurring of Credit Accommodations
under the Loan. If any representations, terms, covenants or conditions contained in this
Agreement, the Domestic Credit Agreement, the Borrower Agreement or the Fast Track
Borrower Agreement Supplement are determined to be in conflict, the more stringent
provision with respect to Borrower shall govern and prevail.


Section 8.12 USA PATRIOT
ACT NOTIFICATION. The following notification is provided to Borrower pursuant to
Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318:


IMPORTANT INFORMATION ABOUT
PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government fight the funding of
terrorism and money laundering activities, Federal law requires all financial institutions
to obtain, verify, and record information that identifies each person or entity that opens
an account, including any deposit account, treasury management account, loan, other
extension of credit, or other financial services product. What this means for Borrower:
When Borrower opens an account, if Borrower is an individual Lender will ask for
Borrowers name, taxpayer identification number, residential address, date of birth,
and other information that will allow Lender to identify Borrower, and if Borrower is not
an individual Lender will ask for Borrowers name, taxpayer identification number,
business address, and other information that will allow Lender to identify Borrower.
Lender may also ask, if Borrower is an individual to see Borrowers drivers
license or other identifying documents, and if Borrower is not an individual to see
Borrowers legal organizational documents or other identifying documents.


Section 8.13 WAIVER OF
TRIAL BY JURY. EACH OF BORROWER, EACH GUARANTOR AND LENDER HEREBY WAIVE TRIAL BY JURY
IN ANY ACTION OR PROCEEDING TO WHICH BORROWER, SUCH GUARANTOR AND LENDER MAY BE PARTIES,
ARISING OUT OF OR IN ANY WAY PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER FINANCING
DOCUMENTS. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY
JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS
AGAINST PARTIES WHO ARE NOT PARTIES TO THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, WILLINGLY
AND VOLUNTARILY MADE BY EACH OF BORROWER, EACH GUARANTOR AND LENDER, AND BORROWER AND EACH
GUARANTOR EACH HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE
BY ANY PERSON TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY
ITS EFFECT. BORROWER AND EACH GUARANTOR EACH FURTHER REPRESENTS THAT IT HAS HAD THE
OPPORTUNITY TO BE REPRESENTED IN THE SIGNING OF THIS AGREEMENT AND IN THE MAKING OF THIS
WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD
THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.


Section 8.14
Severability. If a court of competent jurisdiction finds any provision of this
Agreement to be invalid or unenforceable as to any person or circumstance, such finding
shall not render that provision invalid or unenforceable as to any other persons or
circumstances. If feasible, any such offending provision shall be deemed to be modified to
be within the limits of enforceability or validity, however, if the offending provision
cannot be so modified, it shall be stricken and all other provisions of this Agreement in
all other respect shall remain valid and enforceable.




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Section 8.15 Rules of
Construction. For purposes of this Agreement, the following additional rules of
construction shall apply, unless specifically indicated to the contrary: (a) wherever from
the context it appears appropriate, each term stated in either the singular or plural
shall include the singular and the plural, and pronouns stated in the masculine, feminine
or neuter gender shall include the masculine, the feminine and the neuter; (b) the term
or is not exclusive; (c) the term including (or any form thereof)
shall not be limiting or exclusive; (d) all references to statutes and related regulations
shall include any amendments of same and any successor statutes and regulations; (e) the
words this Agreement, herein, hereof, hereunder or other words of similar import refer to this Agreement as a whole
including the exhibits hereto as the same may be amended, modified or supplemented; (f)
all references in this Agreement to sections, subsections, paragraphs and exhibits shall
refer to the corresponding sections, subsections, paragraphs and exhibits of or to this
Agreement; and (g) all references to any instruments or agreements, including references
to any of the Financing Documents, shall include any and all modifications, amendments and
supplements thereto and any and all restatements, extensions or renewals thereof to the
extent permitted under this Agreement.


Section 8.16
Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which together shall constitute the same
document. Signature pages may be detached from the counterparts to a single copy of this
Agreement to physically form one document.


Section 8.17 Time is of the
Essence. Time is of the essence in the performance of this Agreement.


Section 8.18 Waiver.
Lender shall not be deemed to have waived any rights under this Agreement unless such
waiver is given in writing and signed by Lender. No delay or omission on the part of
Lender in exercising any right shall operate as a waiver of such right or any other right.
A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a
waiver of Lenders right otherwise to demand strict compliance with that provision or
any other provision of this Agreement. No prior waiver by Lender, nor any course of
dealing between Lender and Borrower, or between Lender and any Guarantor, shall constitute
a waiver of any of Lenders rights or of any obligations of Borrower or of any
Guarantor as to any future transactions. Whenever the consent of Lender is required under
this Agreement, the granting of such consent by Lender in any instance shall not
constitute continuing consent in subsequent instances where such consent is required, and
in all cases such consent may be granted or withheld in the sole discretion of Lender.



ARTICLE IX



THE BORROWER REPRESENTATIVE



TRIAL


Section 9.1 Appointment;
Nature of Relationship. United Solar Ovonic Corporation is hereby appointed by each
Borrower and Guarantor as its contractual representative (herein referred to as the
Borrower Representative) hereunder and under each other Financing Document,
and each Borrower irrevocably authorizes the Borrower Representative to act as the
contractual representative of such Borrower with the rights and duties expressly set forth
herein and in the other Financing Documents. The Borrower Representative agrees to act as
such contractual representative upon the express conditions contained in this Article IX.
Additionally, the Borrowers hereby appoint the Borrower Representative as their agent to
receive all of the proceeds of the Advances, at which time the Borrower Representative
shall promptly disburse such Advances to the appropriate Borrower, provided that such
amount shall not exceed such Borrowers Ex-Im Availability. The Lenders, and its
officers, directors, agents or employees, shall not be liable to the Borrower
Representative or any Borrower or Guarantor for any action taken or omitted to be taken by
the Borrower Representative or the Borrower or the Guarantor pursuant to this Section 9.1.


Section 9.2 Powers.
The Borrower Representative shall have and may exercise such powers under the Financing
Documents as are specifically delegated to the Borrower Representative by the terms of
each thereof, together with such powers as are reasonably incidental thereto. The Borrower
Representative shall have no implied duties to the Borrower or Guarantor, or any
obligation to the Lender to take any action thereunder except any action specifically
provided by the Financing Documents to be taken by the Borrower Representative.


Section 9.3 Employment
of Agents. The Borrower Representative may execute any of its duties as the Borrower
Representative hereunder and under any other Financing Document by or through authorized
officers.


Section 9.4 Notices.
Each Borrower shall immediately notify the Borrower Representative of the occurrence of
any Event of Default hereunder referring to this Agreement describing such Event of
Default and stating that such notice is a notice of default. In the event that
the Borrower Representative receives such a notice, the Borrower Representative shall give
prompt notice thereof to the Lender. Any notice provided to the Borrower Representative
hereunder shall constitute notice to each Borrower and Guarantor on the date received by
the Borrower Representative.


Section 9.5 Successor Borrower
Representative.Upon the prior written consent of the Lender, the Borrower
Representative may resign at any time, such resignation to be effective upon the
appointment of a successor Borrower Representative.


Section 9.6 Execution of
Financing Documents; Export-Related Borrowing Base Certificate.Each of the
Borrowers hereby empower and authorize the Borrower Representative, on behalf of each of
them, to execute and deliver to the Lender the Financing Documents and all related
agreements, certificates, documents, or instruments as shall be necessary or appropriate
to effect the purposes of the Financing Documents, including without limitation, the
Export-Related Borrowing Base Certificates. Each Borrower agrees that any action taken by
the Borrower Representative or the Borrowers or the Guarantor in accordance with the terms
of this Agreement or the other Financing Documents, and the exercise by the Borrower
Representative of its powers set forth therein or herein, together with such other powers
that are reasonably incidental thereto, shall be binding upon all of the Borrowers and the
Guarantor.


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Section 9.7
Reporting.Each Borrower hereby agrees that such Borrower, as the case may be,
shall furnish promptly after each fiscal month to the Borrower Representative a copy of
its Export-Related Borrowing Base Certificate and any other certificate or report required
hereunder or requested by the Borrower Representative on which the Borrower Representative
shall rely to prepare the Export-Related Borrowing Base Certificates required pursuant to
the provisions of this Agreement and the other Financing Documents.


BORROWER ACKNOWLEDGES HAVING READ ALL
OF THE PROVISIONS OF THIS AGREEMENT, AND BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS
EXECUTED AS OF THE DATE FIRST SET FORTH ABOVE.

BORROWER:

UNITED SOLAR OVONIC CORPORATION

By /s/ Sanjeev Kumar
     Name:Sanjeev Kumar
     Title:Vice President & Treasurer




UNITED SOLAR OVONIC LLC

By/s/ Sanjeev Kumar
     Name:Sanjeev Kumar 
     Title:Vice President & Treasurer




GUARANTOR:

ENERGY CONVERSION DEVICES, INC.

By/s/ Sanjeev Kumar
     Name:Sanjeev Kumar 
     Title:Vice President & Chief Financial Officer



LENDOR:


JPMORGAN CHASE BANK, N.A.

By/s/ John Psellas
     Name:John Psellas 
     Title:Vice President



ACKNOWLEDGED:


JPMORGAN CHASE BANK, N.A.(Global Trade Services)

By/s/ Luis Noriega
     Name:Luis Noriega 
     Title:Vice President




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