<PAGE>

                                                                   EXHIBIT 10.36

                                     FORM OF

                            GUARANTEED LOAN AGREEMENT

                          dated as of ________________

                                      among

                                _________________,
                                   as Borrower

                              ___________________,
                              as Guaranteed Lender

                              ___________________,
                   not in its individual capacity, but solely
                               as Security Trustee

                                       and

                     EXPORT-IMPORT BANK OF THE UNITED STATES

                          _____________________________

                    _____ (_____) Boeing Model _____ Aircraft

  _____________ Guarantee No. ___________________ -- Republic of Panama (COPA)

                          -----------------------------

                               -------------------

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                               PAGE
<S>                                                                            <C>
Section 1.        Definitions; Amount of the Credit.........................      1
         1.1      Definitions...............................................      1
         1.2      Amount of the Credit......................................      1

Section 2.        Total Commitments.........................................      2
         2.1      Loan......................................................      2
         2.2      Borrowings................................................      2
         2.3      Termination of Total Commitment...........................      2
         2.4      Prepayments...............................................      3

Section 3.        Payments of Principal and Interest; Promissory Note.......      4
         3.1      Repayment of Loan.........................................      4
         3.2      Interest; Ex-Im Bank's Overdue Amounts....................      5
         3.3      Promissory Note...........................................      5

Section 4.        Payments; Pro Rata Treatment; Computations; Etc...........      6
         4.1      Payments..................................................      6
         4.2      Computations..............................................      7
         4.3      Certain Notices...........................................      7
         4.4      Loan Register.............................................      8
         4.5      Fees......................................................      8
         4.6      Reimbursement Obligations.................................      9
         4.7      Transfer..................................................      9
         4.8      Waiver....................................................     10
         4.9      Payments Absolute.........................................     10
         4.10     Payments under Ex-Im Bank Guarantee.......................     10

Section 5.        Taxes; Indemnities........................................     10
         5.1      Taxes.....................................................     10
         5.2      Grossing-up of Indemnity Provisions.......................     11
         5.3      Definitions...............................................     11

Section 6.        Conditions Precedent......................................     12

Section 7.        Representations and Warranties............................     12

Section 8.        Covenants.................................................     12

Section 9.        Events of Default; Remedies...............................     12
         9.1      Events of Default.........................................     12
         9.2      Remedies..................................................     14

Section 10.       Miscellaneous.............................................     15
         10.1     No Waiver.................................................     15
</TABLE>
<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                              PAGE
         <S>                                                                  <C>
         10.2     Notices...................................................    15
         10.3     Expenses, Etc.............................................    15
         10.4     Amendments, Etc...........................................    15
         10.5     Successors and Assigns....................................    16
         10.6     Assignments and Participations............................    16
         10.7     GOVERNING LAW.............................................    17
         10.8     Jurisdiction; Service of Process..........................    17
         10.9     Entire Agreement..........................................    18
         10.10    Severability..............................................    18
         10.11    Captions..................................................    18
         10.12    Counterparts..............................................    18
         10.13    WAIVER OF JURY TRIAL......................................    18
</TABLE>
EXHIBIT A   -     Form of Notice of Borrowing
EXHIBIT B   -     Form of Note
EXHIBIT C   -     Form of Transfer Certificate
EXHIBIT D   -     Form of Certificate Authorizing Disbursement

                                       ii

<PAGE>

                            GUARANTEED LOAN AGREEMENT

      THIS GUARANTEED LOAN AGREEMENT dated as of ______________ (the "GUARANTEED
LOAN AGREEMENT") is among ______________, a corporation duly organized and
validly existing under the general corporation law of the State of Delaware (the
"BORROWER"); ______________ (together with any permitted assignee(s) and
transferee(s) in accordance with the terms hereof, the "GUARANTEED Lender");
______________, not in its individual capacity, but solely as security trustee
(the "SECURITY TRUSTEE"); and EXPORT-IMPORT BANK OF THE UNITED STATES, an agency
of the United States of America ("EX-IM BANK").

                              W I T N E S S E T H:
                              - - - - - - - - - -

      WHEREAS, the Borrower has requested the Guaranteed Lender to establish a
credit facility (the "CREDIT") in favor of the Borrower in the maximum principal
amount of up to U.S.$ _____ so that the Borrower may finance the Ex-Im Bank
Financed Portion of the Aircraft;

      WHEREAS, by this Guaranteed Loan Agreement and on the terms and conditions
herein set forth, the Guaranteed Lender has established the Credit for the
Borrower pursuant to which the Guaranteed Lender shall extend such financing
under the Credit;

      WHEREAS, immediately upon the acquisition by the Borrower of the Aircraft,
the Aircraft will be leased by the Borrower (as lessor) to the Lessee pursuant
to the Lease and thereafter immediately subleased by the Lessee (as lessor) to
the Sublessee pursuant to the Sublease;

      WHEREAS, the obligations of the Borrower hereunder shall be secured by the
Lien of the Security Documents; and

      WHEREAS, the establishment of the Credit will facilitate exports and
imports between the United States of America and the Republic of Panama.

      NOW, THEREFORE, in consideration of the foregoing and other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:

      SECTION 1.   Definitions; Amount of the Credit.

      1.1 Definitions. Unless the context requires otherwise, capitalized terms
used herein and not otherwise defined herein shall have the respective meanings
assigned thereto in Part I of Appendix A hereto for all purposes of this
Guaranteed Loan Agreement and this Guaranteed Loan Agreement shall be
interpreted in accordance with the rules of construction set forth in Part II of
Appendix A hereto.

      1.2 Amount of the Credit. Subject to the terms and conditions set forth in
this Guaranteed Loan Agreement and the Participation Agreement, the Guaranteed
Lender hereby establishes the Credit in favor of the Borrower in the maximum
principal amount of up to ______________ (U.S.$ _____) (the "TOTAL COMMITMENT"),
and the Guaranteed Lender agrees, upon the terms and conditions hereinafter set
forth, to make one Disbursement in an amount not

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

to exceed the lesser of (a) the Ex-Im Bank Financed Portion and (b) the Ex-Im
Bank Total Commitment.

      SECTION 2.   Total Commitments.

      2.1 Loan. Subject to the terms and conditions set forth below, on the
Delivery Date, the Guaranteed Lender shall make a Disbursement to the Borrower
in the principal amount up to but not exceeding the amount of the unused Total
Commitment (the Disbursement made by the Guaranteed Lender shall be referred to
herein as the "LOAN.") The Loan shall be made only during the Availability
Period.

      2.2 Borrowings. Subject to Section 4.3, the Borrower shall (acting solely
at the direction of Sublessee) give the Security Trustee, the Guaranteed Lender
and Ex-Im Bank notice in the form of Exhibit A hereto of each borrowing
hereunder (the "NOTICE OF BORROWING"). On the date specified for the borrowing
hereunder, the Guaranteed Lender shall, subject to the terms and conditions of
this Agreement and the other Operative Documents, make available to the Borrower
the amount of the Loan to be made on such date in Dollars by depositing the
same, in immediately available funds, in an account or accounts with
______________designated by the Borrower in the Notice of Borrowing, provided,
that an amount equal to the Supplemental Equipment Amount shall not be disbursed
to the Borrower on the Delivery Date but rather shall be deposited in the
account of the Security Trustee and be held by the Security Trustee for the
account of the Borrower (and deposited in Permitted Investments) until the
earlier of (i) receipt by the Security Trustee (copied to the Guaranteed Lender)
of a certificate authorizing disbursement issued by Ex-Im Bank in the form
attached hereto as Exhibit D (a "CERTIFICATE AUTHORIZING DISBURSEMENT") to be
issued no later than, the earlier of, forty-five (45) days after the Final
Disbursement Date and _____ (_____) days prior to the first Loan Payment Date,
or (ii) the date on which a prepayment is required under Section 2.4(d) hereof,
and on such date the Security Trustee shall, in the case of (i) above, deposit
the amount indicated in such Certificate Authorizing Disbursement in an account
designated by the Borrower (at the direction of the Sublessee), apply any
remaining Supplemental Equipment Amount in accordance with the provisions of
Section 2.4 hereof and disburse any remaining proceeds of such Permitted
Investments in an account designated by the Borrower (at the discretion of the
Sublessee) or, in the case of (ii) above, apply (with notice to the Guaranteed
Lender) the Supplemental Equipment Amount towards the prepayment due on such
date in accordance with the provisions of Section 2.4 hereof by making such
amount available to the Guaranteed Lender on such date and any proceeds of such
Permitted Investments remaining after such prepayment shall be deposited in an
account designated by the Borrower.

      2.3 Termination of Total Commitment.

            (a) The undisbursed and uncanceled amount of the Total Commitment
shall automatically be canceled and reduced to ______________as of
______________ New York time on the Final Disbursement Date. In no event shall
any disbursement of the Total Commitment take place after the Final Disbursement
Date.

            (b) The Borrower may terminate such part of the Total Commitment (or
the unutilized portion thereof) by giving notice thereof to the Guaranteed
Lender upon (and only

                                        2

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

upon) receiving notice from Sublessee that it does not wish to proceed with the
leasing of the Aircraft; provided that: (i) the Borrower shall give notice of
such termination as provided in Section 4.3 hereof and (ii) the Total Commitment
(or the unutilized portion thereof) once terminated may not be reinstated.

            (c) If an Event of Default shall have occurred and be continuing,
Ex-Im Bank, by written notice to the Guaranteed Lender, the Borrower, the Lessee
and the Sublessee, may: cancel the unutilized and uncanceled amount of the Total
Commitment. In the event of a cancellation by Ex-Im Bank of all or part of the
Total Commitment, the Borrower shall pay to Ex-Im Bank, the Security Trustee and
the Guaranteed Lender, respectively, all commitment fees as set forth in, and
accrued and unpaid under, the Operative Documents through such date and all
other amounts due but unpaid under the Operative Documents as of such date
(after giving effect to any acceleration, pursuant to Section 9 of any such
amounts).

      2.4 Prepayments. (a) Subject to no Event of Default having occurred and
being continuing, the Borrower shall (acting solely at the direction of
Sublessee) have the right to prepay the Loan in full or in part on any Loan
Payment Date, provided that the Borrower (or Sublessee acting on behalf of the
Borrower) shall give the Guaranteed Lender and Ex-Im Bank written notice of such
prepayment as provided in Section 4.3 hereof and partial prepayments may be made
only in an amount at least equal to ______________ ($_____) (or if the principal
amount of the Loan outstanding at such time is less than $_____, then such
principal amount) and in integral multiples of ______________ ($_____).

            (b) The Borrower shall prepay the Loan in full (together with
accrued interest thereon and all other amounts then owing by the Borrower
hereunder and under the other Operative Documents (including, without
limitation, amounts payable under the ______________ Indemnity Agreement)) (i)
prior to or contemporaneously with the termination of the Lease or the Sublease,
or (ii) within _____ (_____) days of the occurrence of an Event of Loss unless a
Replacement Aircraft is substituted for the Aircraft in accordance with the
terms of the Lease and the Sublease, and the Guaranteed Lender hereby
acknowledges that the Security Trustee may require that any funds held by the
Security Trustee be applied to any prepayment of the Loan.

            (c) [Intentionally Omitted.]

            (d) (i) If the Security Trustee has not received a Certificate
Authorizing Disbursement on or prior to the date which is the earlier of _____
(_____) days after the Final Disbursement Date and _____ (_____) days prior to
the first Loan Payment Date, on the first Loan Payment Date, the Borrower shall
prepay the Loan (with the funds held by the Security Trustee pursuant to Section
2.2 hereof and any proceeds of the Permitted Investments relating to such
funds)) in part in an amount equal to the Supplemental Equipment Amount together
with accrued interest thereon, and all other amounts then owing by the Borrower
hereunder and under the other Operative Documents (including, without
limitation, amounts payable under the ______________ Indemnity Agreement) on
such Loan Payment Date.

                 (ii) If the Security Trustee receives a Certificate Authorizing
Disbursement pursuant to Section 2.2 hereof authorizing the Security Trustee to
distribute

                                       3

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

      to the account of the Borrower an amount which is less than the
      Supplemental Equipment Amount, then on the date of receipt by the Security
      Trustee of such Certificate Authorizing Disbursement, the Borrower shall
      prepay the Loan (to the extent available, with the funds held by the
      Security Trustee pursuant to Section 2.2 hereof) in part in an amount
      equal to the difference between (A) the Supplemental Equipment Amount and
      (B) the amount listed in such Certificate Authorizing Disbursement,
      together with accrued interest thereon and all other amounts then owing by
      the Borrower hereunder and under the other Operative Documents (including,
      without limitation, amounts payable under such ______________ Indemnity
      Agreement) on such Loan Payment Date.

            (e) Any notice of prepayment given by the Borrower pursuant to
Section 2.4(a) hereof shall be irrevocable, shall specify the date upon which
such prepayment is to be made and the amount of such prepayment and shall oblige
the Borrower to make such prepayment on such date.

            (f) Any prepayment pursuant to Section 2.4(a), (b) or (d) hereof
shall satisfy pro tanto the Borrower's obligations in relation to the Loan and
the Note (or portion thereof, in the case of any partial prepayment pursuant to
Section 2.4(a) or (d)).

            (g) Any partial prepayment pursuant to Section 2.4(a) shall be
applied to the principal installments of the Loan and the Note in the inverse
chronological order of their maturities.

            (h) Any partial prepayment pursuant to Section 2.4(d) shall be
applied in reduction of the remaining principal installments of the Loan and
Note pro rata.

            (i) Any amount prepaid under this Guaranteed Loan Agreement may not
be reborrowed.

            (j) The Borrower may not voluntarily prepay the Loan except in
accordance with the express terms of this Section 2.4. Any prepayment made
pursuant to Sections 2.4(a), (b) or (d) shall be made together with accrued and
unpaid interest thereon and all other amounts then due and owing by the Borrower
under any other Operative Document (including, without limitation, all amounts
due and owing under Section _____ of the ______________ Indemnity Agreement).

      SECTION 3. Payments of Principal and Interest; Promissory Note.

      3.1 Repayment of Loan. The Borrower shall pay to the Guaranteed Lender the
entire aggregate outstanding principal amount of the Loan in _____ (_____)
installments payable on each Loan Payment Date in the principal amount set forth
in Schedule I to the Note; provided, that the principal installment payable on
the Final Maturity Date shall in all cases be in an amount equal to the entire
principal amount of such Loan outstanding on such date, and such principal
installment shall be paid together with all accrued and unpaid interest and all
other amounts then owing hereunder and under the other Operative Documents. The
quarterly installments of principal of the Loan will be calculated including
accrued interest on a "level total payment" or "mortgage style" basis.

                                       4

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

      3.2 Interest; Ex-Im Bank's Overdue Amounts.

            (a) Interest.

                        (i) The Borrower shall pay to the Guaranteed Lender
            interest on the unpaid principal amount of the Loan for the period
            from and including the date the Loan is disbursed to but excluding
            the date the Loan shall be paid in full, at the Fixed Rate.

                        (ii) The Borrower will pay to the Guaranteed Lender
            (other than Ex-Im Bank) interest at the applicable Post-Default Rate
            on any principal of the Loan and on any interest thereon and any
            other amount payable by the Borrower to the Guaranteed Lender (other
            than Ex-Im Bank) hereunder that shall not be paid in full when due
            (whether at stated maturity, by acceleration or otherwise), for the
            period from and including the due date thereof to but excluding the
            date the same is paid in full.

                        (iii) Accrued interest on the Loan shall be payable on
            each Loan Payment Date and upon the payment or prepayment thereof
            (but only on the principal amount so paid or prepaid), except that
            interest payable at the applicable Post-Default Rate shall be
            payable from time to time on demand.

            (b) Ex-Im Bank's Overdue Amounts.

                        (i) Notwithstanding Section 3.2(a), if Ex-Im Bank shall
            have made a claim payment under the Ex-Im Bank Guarantee to the
            Guaranteed Lender with respect to a demand under the Note, then,
            beginning on the date of such claim payment, if any amount of
            principal of or accrued interest on the Loan then owing to Ex-Im
            Bank is not paid in full when due, whether at stated maturity, by
            acceleration or otherwise, the Borrower shall pay (without
            duplication of interest accrued under Section 3.2(a)(i)) to Ex-Im
            Bank on demand interest on such unpaid amount for the period from
            and including the date such amount was due to Ex-Im Bank to but
            excluding the date such amount is paid in full at an interest rate
            per annum equal to one percent (_____ %) per annum above the Fixed
            Rate.

                        (ii) Except as otherwise provided in Section 3.2(b)(i)
            with respect to the amounts of principal and accrued interest, if,
            at any time, any other amount owing to Ex-Im Bank under this
            Guaranteed Loan Agreement or the Note is not paid in full when due,
            the Borrower shall pay to Ex-Im Bank on demand interest on such
            unpaid amount for the period from the date such amount was due (the
            "PAYMENT DEFAULT DATE") until such amount shall have been paid in
            full at an interest rate per annum equal to one percent (_____ %)
            per annum above the U.S. Treasury Rate for _____ -month (_____ days)
            Treasury Bills which is in effect on the Payment Default Date.

      3.3 Promissory Note. The Borrower agrees that to further evidence its
obligation to repay the Loan, with interest thereon, it shall issue and deliver
to the Guaranteed Lender on the Delivery Date a Note substantially in the form
of Exhibit B hereto. The Note as originally delivered to the Guaranteed Lender
shall (i) be dated the date of its issue, (ii) be in a principal amount equal to
the amount of the Loan, (iii) be payable as to principal in accordance with the
provisions of this Guaranteed Loan Agreement, (iv) shall bear interest in
accordance with the

                                       5

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

appropriate provisions of this Guaranteed Loan Agreement, (v) be otherwise in
conformity with the terms of this Guaranteed Loan Agreement, and (vi) designate
the Aircraft to which it relates. The Note shall be the legal, valid and
enforceable obligation of the Borrower and shall be enforceable against the
Borrower in accordance with its terms. If the Note is mutilated, lost, stolen or
destroyed, the Borrower shall issue a new Note of the same date, type, maturity
and denomination as the Note so mutilated, lost, stolen or destroyed; provided
that, in the case of a mutilated Note, such mutilated Note shall be
simultaneously delivered to the Borrower through Ex-Im Bank (for cancellation of
the Ex-Im Bank Guarantee endorsement affixed thereon) and in the case of a lost,
stolen or destroyed Note, there shall first be furnished to the Borrower,
Sublessee and Ex-Im Bank an instrument of indemnity from the Guaranteed Lender
which holds the Borrower, Sublessee and Ex-Im Bank harmless from any actual loss
on the purportedly destroyed, lost or stolen Note and evidence of such loss,
theft or destruction reasonably satisfactory to each of them, together with an
officer's certificate of the Borrower certifying and warranting as to the due
authorization, execution and delivery of such new Note, and (if requested by
Ex-Im Bank in its reasonable discretion) an opinion of the Borrower's counsel
(at the expense of Sublessee) as to due authorization, execution and delivery of
such new Note, and the legality, validity, binding nature and enforceability
thereof.

      SECTION 4. Payments; Pro Rata Treatment; Computations; Etc.

      4.1 Payments.

            (a) Except to the extent otherwise provided herein, all payments of
principal, interest and other amounts to be made by the Borrower (or by
Sublessee on behalf of the Borrower) under this Guaranteed Loan Agreement (other
than to Ex-Im Bank) shall be made in Dollars, in immediately available funds (or
such other funds as are from time to time customary for the settlement of
international banking transactions in Dollars in New York City), without
deduction, set off or counterclaim, to the account of the Guaranteed Lender at
______________.; ABA No. _____; Account No.: _____, Reference: Eximbank
transaction no. ______________ (or such account as the Guaranteed Lender may
designate, in writing, by not less than _____ (_____) Banking Days notice), not
later than _____ a.m. New York time on the date on which such payment shall
become due (each such payment made after such time on such due date to be deemed
to have been made on the next succeeding Banking Day). With respect to any
amounts due to Ex-Im Bank, all payments shall be made at the Federal Reserve
Bank of New York for credit to Ex-Im Bank's account: U.S. Treasury Department
_____ TREAS NYC/CTR/BNF=/_____ OBI-Export-Import Bank Due (date) on EIB
Guarantee No. _____ -- Republic of Panama (______________).

            (b) All payments by the Borrower (or by Lessee or Sublessee on
behalf of the Borrower) hereunder shall, except as otherwise expressly provided
herein, be made to the Guaranteed Lender and shall be allocated towards
principal, interest and/or other sums owing hereunder in the following order:

                        (i) First, in or towards payment of all interest due
            pursuant to Section 3.2(a)(ii) payable in respect of the Loan which
            is accrued, due and unpaid, but only to the extent such amounts are
            included in the Guaranteed Amount;

                                       6

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

                        (ii) Second, in or towards payment of all Ex-Im Bank
            Commitment Fee, Ex-Im Bank Exposure Fee and all other amounts due to
            Ex-Im Bank under this Guaranteed Loan Agreement (including, without
            limitation, all interest due pursuant to Section 3.2(b)) and the
            other Operative Documents which are accrued, due and unpaid, which
            are not otherwise provided for under clauses "First" or "Third" of
            this Section 4.1(c);

                        (iii) Third, in or towards payment of all interest due
            pursuant to Section 3.2(a)(i) payable in respect of the Loans which
            is accrued, due and unpaid;

                        (iv) Fourth, in or towards payment of all amounts of
            principal payable in respect of the Loan hereunder which is due and
            unpaid; and

                        (v) Fifth, on a pro rata basis, in or towards payment of
            all other amounts (including any fees and expenses) payable
            hereunder which are due and unpaid and not otherwise provided for
            under this Section 4.1(b).

            (c) Payments received (if any) by the Guaranteed Lender for the
account of Ex-Im Bank before _____ (New York time) at any place of payment for
Ex-Im Bank shall be remitted to Ex-Im Bank on that same day and any payments
received after _____ (New York time) shall be remitted on the following Banking
Day.

            (d) If the due date for any payment under this Guaranteed Loan
Agreement would otherwise fall on the day that is not a Banking Day, such
payment shall be made on the next succeeding Banking Day and the amount of
interest payable with respect thereto shall be adjusted accordingly for any
amount so extended for the period of such extension.

      4.2 Computations. Interest, including Post-Default Rate interest, on the
Loan shall be computed on the basis of a year of 365 days and the actual number
of days elapsed.

      4.3 Certain Notices. Notices by the Borrower (which shall be given only at
the direction of Sublessee) to the Security Trustee, the Guaranteed Lender and
Ex-Im Bank of the borrowing and prepayment of the Loan and termination of the
Total Commitment shall be irrevocable and shall be effective only if in writing
and received by the Guaranteed Lender, the Security Trustee or Ex-Im Bank, as
the case may be, not later than _____ (New York time) on the number of days or
Business Days, as the case may be, prior to the date of the relevant
termination, borrowing or prepayment specified below:

                Notice                    Number of Banking Days Prior
                ------                    ----------------------------
   Termination of Total Commitments      _____  Banking Days
   Borrowing of a Loan                   _____  Banking Days
   Prepayment of a Loan                  _____ Banking Days
   under Section 2.4(a)

                                       7

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

The Notice of Borrowing shall (i) specify the date of borrowing (which shall be
a Banking Day) and the aggregate principal amount of the Loan to be borrowed on
such date and the Aircraft to be financed, (ii) be in substantially the form of
Exhibit A hereto and (iii) be signed by the Borrower and countersigned by
Sublessee. Any notice of prepayment shall specify the date of prepayment (which
shall be a Loan Payment Date and a Banking Day) and the aggregate principal
amount of the Loan to be prepaid on such date. Any notice of termination shall
specify the amount of the Total Commitment to be terminated and signed by the
Borrower and countersigned by Sublessee.

      4.4 Loan Register. (a) The Guaranteed Lender will establish and maintain
at its office a record of ownership in which the Guaranteed Lender hereby
covenants and agrees to register by book entry the Guaranteed Lender's interest
in the Loan, this Guaranteed Loan Agreement and the Note, and in the rights to
receive any payments hereunder or thereunder and any transfer of any such
interest or rights.

            (b) No transfer by the Guaranteed Lender of any interest in the
Loan, this Guaranteed Loan Agreement , the Note or in the rights to receive any
payments hereunder or thereunder (other than any transfer to Ex-Im Bank) shall
be effective unless a book entry of such transfer is made upon the record
referred to above and such transfer is effected in compliance with the terms of
this Guaranteed Loan Agreement. No such transfer shall be effective until, and
such transferee shall succeed to the rights of the transferor Guaranteed Lender
only upon, final acceptance and entry into the record of ownership of the
transfer pursuant hereto.

            (c) Prior to the entry into the record of ownership of any transfer
by the transferring Guaranteed Lender as provided in Section 4.4(b), the
Borrower and each other Person shall be entitled to deem and treat each Person
reflected in the record of ownership as owner of a portion of the Loan, this
Guaranteed Loan Agreement or the Note, or the rights to receive any payments
hereunder or thereunder as the owner thereof for all purposes. The Borrower
agrees that the record of ownership referred to in this Section 4.4 shall be
conclusive and binding on the Borrower absent manifest error. Any such entry by
the Guaranteed Lender shall be effective for the purposes of determining the
effectiveness of any transfer notwithstanding any revocation of the agency
granted and appointed herein.

      4.5 Fees. In addition to fees specified in the ______________ Indemnity
Agreement, the Borrower shall pay (or cause to be paid) to Ex-Im Bank the
following fees:

            (a) a guarantee commitment fee (the "EX-IM BANK COMMITMENT FEE") in
Dollars equal to _____ % per annum accruing on the uncancelled and undisbursed
balance from time to time of the Ex-Im Bank Total Commitment, computed on the
basis of a 360-day year and the actual number of days elapsed (including the
first day but excluding the last day), accruing from ______________, until the
earlier of (i) the date the Ex-Im Bank Total Commitment is fully disbursed, (ii)
the date the undisbursed portion of the Ex-Im Bank Total Commitment is canceled
by the Borrower in writing to Ex-Im Bank or (iii) the Final Disbursement Date,
and payable on the Delivery Date and quarterly on January 6, April 6, July 6,
and October 6 of each year commencing January 6, 2005; and

                                       8

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

            (b) an exposure fee (the "EX-IM BANK EXPOSURE FEE") in Dollars in an
amount equal to _____% of the initial principal amount of the Loan (less the
portion thereof relating to the Ex-Im Bank Exposure Fee) payable _____ (_____)
Banking Day prior to the date of the making of the Loan.

      4.6 Reimbursement Obligations. (a) In consideration of Ex-Im Bank entering
into the Ex-Im Bank Guarantee, the Borrower hereby irrevocably and
unconditionally undertakes and agrees with Ex-Im Bank, without duplication of
any amounts paid by Sublessee (or any other Obligor) under the Participation
Agreement, (i) to reimburse Ex-Im Bank immediately upon demand for all amounts
paid by Ex-Im Bank under and in respect of the Ex-Im Bank Guarantee (it being
agreed that if the Guaranteed Lender elects to have Ex-Im Bank service the
obligations pursuant to Section 2.02(b)(i) of the Ex-Im Bank Guarantee, the
reimbursement obligation set forth in this clause (i) shall include the
principal of, and interest on, the obligations serviced thereunder), provided
once the principal amount of the Loan, together with accrued interest thereon
and the Ex-Im Bank Make-Whole Amount, if any, has been paid to Ex-Im Bank, in
order to avoid duplication, the reimbursement obligation set forth in this
clause (i) shall not include any payments of principal or interest made by Ex-Im
Bank pursuant to the Ex-Im Bank Guarantee), or in the exercise of any right in
respect thereof provided by Applicable Law, (ii) (without duplication of any
amounts paid by or on behalf of the Borrower hereunder) to pay to Ex-Im Bank,
after Ex-Im Bank services the obligations under the Note pursuant to Section
2.02(b)(i) of the Ex-Im Bank Guarantee, for Ex-Im Bank's own account, the Ex-Im
Bank Make-Whole Amount, if any, calculated by Ex-Im Bank as of the Calculation
Date (as such term is defined in the definition of Ex-Im Bank Make-Whole
Amount), and (iii) (without duplication of the foregoing) to indemnify Ex-Im
Bank on a full indemnity basis against all actions, proceedings, claims,
demands, costs, charges, damages, losses, costs and expenses (including, without
limitation, consequential damages) made, suffered or incurred by Ex-Im Bank and
to pay to Ex-Im Bank immediately upon demand for all payments, costs, damages,
losses or expenses of any description whatsoever which may be incurred by Ex-Im
Bank in connection with any investigative, administrative or judicial proceeding
in relation to or arising out of the Ex-Im Bank Guarantee.

            (b) All payments to be made by the Borrower to Ex-Im Bank under this
Guaranteed Loan Agreement or any other Operative Document shall be in Dollars.
All payments to Ex-Im Bank in Dollars shall be made at the Federal Reserve Bank
in New York for credit to Ex-Im Bank's account with the Treasurer of the United
States, Washington, D.C., U.S.A., in accordance with the payment instructions
set forth in Section 4.1(a). Whenever any payment to Ex-Im Bank under this
Guaranteed Loan Agreement or any other Operative Document shall be stated to be
due and payable on a day other than a Banking Day, such payment shall be made on
the next succeeding Banking Day with interest at the rate provided for in
Section 3.2.

      4.7 Transfer. The Borrower acknowledges that upon payment of any amounts
by Ex-Im Bank under the Ex-Im Bank Guarantee, Ex-Im Bank shall be subrogated (by
way of an assignment, by operation of law or otherwise) to all of the rights of
the Guaranteed Lender under the Operative Documents to the extent set forth in
the Ex-Im Bank Guarantee and in this Guaranteed Loan Agreement (excluding, for
the avoidance of doubt, the ______________ Indemnity Agreement). The Borrower
hereby consents and agrees that Ex-Im Bank is a permitted assignee and
transferee of the Guaranteed Lender for all purposes of this Guaranteed

                                       9

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

Loan Agreement and any other Operative Document and upon such assignment, Ex-Im
Bank shall be deemed the Guaranteed Lender under this Guaranteed Loan Agreement
and the other Operative Documents (other than the ______________ Indemnity
Agreement) for all purposes hereof and thereof.

      4.8 Waiver. The Borrower acknowledges and agrees that if any covenant,
stipulation or other provision of this Guaranteed Loan Agreement which imposes
on the Borrower the obligation to make any payment, whether by way of indemnity
or otherwise, is at any time void under any provision of Applicable Law
(including, without limitation, the Applicable Law of the ROP) the Borrower will
not make any claim, counterclaim or institute any proceedings against Ex-Im
Bank, the Guaranteed Lender or any of their respective assignees or subrogees
for any amount paid by the Borrower at any time, and (to the extent permitted by
Applicable Law) the Borrower waives unconditionally and absolutely any rights
and defenses, legal or equitable, which arise under or in connection with any
such provision against or in connection with any claim or proceeding brought by
the Borrower for recovery of any amount due under any Operative Document.

      4.9 Payments Absolute. The reimbursement and indemnity obligations of the
Borrower hereunder and under any other Operative Document shall be absolute,
unconditional and irrevocable, and shall to the full extent provided by
Applicable Law be paid strictly in accordance with the terms of this Guaranteed
Loan Agreement, under all circumstances whatsoever, including, without
limitation, the following circumstances: (a) any lack of legality, validity,
regularity or enforceability of this Guaranteed Loan Agreement or any other
Operative Documents; (b) any amendment or waiver of or any consent given under
any of the Operative Documents; (c) the existence of any claim, set-off, defense
or other rights which any Person may have at any time against Ex-Im Bank, the
Security Trustee, the Guaranteed Lender or any other Person or entity, whether
in connection with this Guaranteed Loan Agreement, the other Operative Documents
or any unrelated transaction; provided that the foregoing shall not prohibit the
assertion of any such claim or defense by separate suit or counterclaim; and (d)
any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing, which could be interpreted as a legal or equitable defense to
payment hereunder or under any other Operative Document.

      4.10 Payments under Ex-Im Bank Guarantee. If Ex-Im Bank shall have
received a demand for payment under the Ex-Im Bank Guarantee, and Ex-Im Bank
shall not have been reimbursed in full on the same Banking Day of the date of
demand, Ex-Im Bank may thereafter exercise any of the rights and remedies
granted to it for exercise after an Event of Default under the Lease, the
Sublease or this Guaranteed Loan Agreement.

      SECTION 5. Taxes; Indemnities.

      5.1 Taxes. The Borrower covenants and agrees that, whether or not the Loan
is made hereunder: (a) all payments by the Borrower to Ex-Im Bank or the
Guaranteed Lender (each, an "INDEMNITEE") under or in respect of this Guaranteed
Loan Agreement, including amounts payable under clauses (b) and (c) of this
sentence, shall be made free and clear of and without reduction by reason of any
Taxes, all of which will be paid by the Borrower to the appropriate taxing
authority at the time and in the manner prescribed by Applicable Law; (b) in the
event that

                                       10

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

the Borrower is required by Applicable Law to deduct or withhold any Taxes from
any amounts payable to an Indemnitee on, under or in respect of this Guaranteed
Loan Agreement or the Loan or the Note, the Borrower shall pay, on demand of
such Indemnitee, to such Indemnitee, such additional amount or amounts as may be
required in order that the amount received after deduction or withholding shall
equal the full amount stated to be payable under this Guaranteed Loan Agreement
as if such deduction or withholding had not been required; (c) the Borrower
shall promptly furnish to such Indemnitee satisfactory official tax receipts in
respect of any payment of Taxes; and (d) the covenants and agreements of the
Borrower under this Section 5 shall survive the repayment of the Loan. Without
prejudice to the obligations of the Borrower under the foregoing sentence, in
the event and to the extent that the Borrower is required by Applicable Law to
deduct or withhold any Tax from any payment due hereunder to an Indemnitee in
respect of this Guaranteed Loan Agreement or the Loan or the Note, then the
Borrower agrees to withhold from each such payment due hereunder such
withholding Taxes at the appropriate rate, and will, on a timely basis and in
the manner required by Applicable Law, deposit such amounts with an authorized
depository or other relevant Government Body and make such reports, filings and
other reports in connection therewith. The Borrower shall promptly furnish to
such Indemnitee (but in no event later than the date _____ (_____) days after
the due date thereof) the completed relevant form or forms and/or official tax
receipts indicating the payment in full of any Tax withheld from any payments by
the Borrower for account of such Indemnitee, together with all such other
information and documents reasonably requested by such Indemnitee's counsel. If
the Borrower fails to pay any such Taxes when due or fails to remit to such
Indemnitee the required receipts or other required documentary evidence, the
Borrower shall indemnify and reimburse on demand such Indemnitee on an After Tax
Basis for any Taxes, interest, additions, fines or penalties that may become
payable as a result of any such failure. Each Indemnitee shall use its
reasonable good faith efforts (consistent with its internal policy and legal and
regulatory restrictions) to avoid or mitigate such Taxes, provided, however that
Ex-Im Bank shall not be required to take any such action if, in Ex-Im Bank's own
reasonable determination, to do so would have an adverse effect on Ex-Im Bank,
would require Ex-Im Bank to incur any unindemnified cost, expense or Tax, would
involve any unlawful activity or would modify the terms of repayment of the
Loan.

      5.2 Grossing-up of Indemnity Provisions. Where in this Guaranteed Loan
Agreement the Borrower has an obligation to indemnify or reimburse an Indemnitee
in respect of any loss or payment (including, without limitation, obligations of
the Borrower to make a payment to or reimburse an Indemnitee in respect of
Taxes, expenses or indemnities) the amount payable shall include the amount
necessary to hold such Indemnitee harmless on an After-Tax Basis (computed by
taking into account the credit or deduction with respect to such loss or payment
available to such Indemnitee in its reasonable determination without such
Indemnitee being under any obligation to utilize any credit or deduction for any
particular purpose), so as to leave such Indemnitee in the same after-tax
position as it would have been in had the indemnity or reimbursement payment
made to such Indemnitee not given rise to any liability for any Tax.

      5.3 Definitions. The terms "Tax" and "Taxes" as used in this Section 5
shall have the meaning given to such terms in Appendix A hereto; provided,
however, that other than with respect to an obligation to gross-up indemnities
and any other payments on an After-Tax Basis, the terms "Tax" and "Taxes" shall
not include any Tax imposed on the overall net income of any Indemnitee.

                                       11

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

      SECTION 6. Conditions Precedent. The obligation of the Guaranteed Lender
to make the Loan hereunder and of Ex-Im Bank to guarantee the Loan is subject to
the satisfaction on the Delivery Date of the conditions precedent set forth in
Sections 4A and 4B of the Participation Agreement. The Notice of Borrowing shall
constitute a certification by the Borrower to the effect set forth in clauses
(b) and (c) of Section 4A of the Participation Agreement (both as of the date of
such notice and unless the Borrower otherwise notifies the Security Trustee, the
Guaranteed Lender and Ex-Im Bank prior to the date of the borrowing, as of the
date of the borrowing, but only in the case of such clause (b) as to the
representations by the Borrower, Lessee and Sublessee).

      SECTION 7. Representations and Warranties. (a) The representations and
warranties of the parties hereto set forth in Section 9 of the Participation
Agreement are hereby incorporated herein by reference thereto as fully and to
the same extent as if set forth herein (with the Borrower mutatis mutandis for
Lessor).

            (b) The Borrower hereby represents and warrants to the Guaranteed
Lender, the Security Trustee and Ex-Im Bank that its representations and
warranties set forth in Section 9 of the Participation Agreement are true and
correct as of the date hereof.

      SECTION 8. Covenants. The covenants of the parties hereto set forth in
Section 9 of the Participation Agreement are hereby incorporated herein by
reference thereto as fully and to the same extent as if set forth herein (with
the Borrower mutatis mutandis for Lessor).

      SECTION 9. Events of Default; Remedies.

      9.1 Events of Default. The following events shall constitute "Events of
Default" hereunder (whether any such event shall be voluntary or involuntary or
come about or be effected by operation of law or pursuant to or in compliance
with any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body in the ROP, the United States, or any
other jurisdiction, or the administration or interpretation thereof) and each
such Event of Default shall be deemed to exist and continue so long as, but only
so long as, it shall not have been remedied:

            (a) the Borrower shall fail to pay when due any principal of or
interest on the Loan (including for this purpose any additional amounts required
to be paid under Section 5 hereof);

            (b) the Borrower shall fail to pay when due any other amount payable
(whether at stated maturity, by acceleration or otherwise) by it to the Security
Trustee, Ex-Im Bank or the Guaranteed Lender hereunder or under any other
Operative Document to which it is a party within _____ (_____) Business Days of
the date of any demand therefor;

            (c) any representation, warranty or certification made or deemed
made by the Borrower herein or in any other Operative Document to which it is a
party or any certificate furnished to the Guaranteed Lender, Ex-Im Bank or the
Security Trustee pursuant to the provisions hereof or thereof, shall prove to
have been false or misleading as of the time made or furnished in any material
respect;

                                       12

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

            (d) the Borrower shall fail to perform any of its obligations,
covenants or agreements under this Guaranteed Loan Agreement or any other
Operative Document to which it is a party (and not constituting an Event of
Default under any other clause of this Section 9), and, if capable of being
remedied, shall continue unremedied for a period of _____ (_____) days after the
earlier of (i) the Borrower obtaining actual knowledge of such failure or (ii)
notice thereof has been given to the Borrower by the Security Trustee, Ex-Im
Bank or the Guaranteed Lender;

            (e) any of the Security Documents ceases or shall cease to
constitute a duly perfected and enforceable security interest over the property
referred to therein free and clear of all Liens other than Liens contemplated by
or permitted under the Operative Documents;

            (f) the Borrower or the Lessor Parent shall admit in writing its
inability to, or be generally unable to, pay its debts as such debts become due;

            (g) the Borrower or the Lessor Parent shall (i) apply for or consent
to the appointment of, or the taking of possession by, a receiver, custodian,
trustee or liquidator of itself or of all or a substantial part of its property,
(ii) make a general assignment for the benefit of its creditors, (iii) commence
a voluntary case under the bankruptcy law of the relevant jurisdiction, (iv)
file a petition seeking to take advantage of any other law relating to
bankruptcy, insolvency, reorganization, winding-up, or composition or
readjustment of debts, (v) fail to controvert in a timely and appropriate
manner, or acquiesce in writing to, any petition filed against it in an
involuntary case under the bankruptcy law of the relevant jurisdiction, or (vi)
take any corporate action for the purpose of effecting any of the foregoing;

            (h) a proceeding or case shall be commenced, without the application
or consent of the Borrower or the Lessor Parent, in any court of competent
jurisdiction, seeking (i) its liquidation, reorganization, dissolution or
winding-up, or the composition or readjustment of its debts, (ii) the
appointment of a trustee, receiver, custodian, liquidator or the like of the
Borrower or the Lessor Parent or of all or any substantial part of its assets,
or (iii) similar relief in respect of the Borrower under any law relating to
bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment
of debts, and such proceeding or case shall continue undismissed, or an order,
judgment or decree approving or ordering any of the foregoing shall be entered
and continue unstayed and in effect, for a period of _____ (_____) or more days;
or an order for relief against the Borrower or the Lessor Parent shall be
entered in an involuntary case under the bankruptcy law of the relevant
jurisdiction;

            (i) any Event of Default under and as defined in the Lease shall
occur and be continuing;

            (j) any Event of Default under and as defined in the Sublease shall
occur and be continuing;

            (k) any Event of Default under and as defined in the
______________Agreement or the ______________Agreement shall have occurred and
be continuing;

            (l) any Government Body (i) shall have condemned, seized or
appropriated all or substantially all of the property of the Borrower or (ii)
shall have taken any other action

                                       13

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

which, in the opinion of Ex-Im Bank, adversely affects the Borrower's ability to
pay any Indebtedness hereunder;

            (m) a judgment for the payment of money shall be rendered against
the Borrower and the same shall remain undischarged for a period of _____
(_____) calendar days during which neither execution of such judgment shall be
effectively stayed nor adequate bonding fully covering such judgment shall
exist;

            (n) the Borrower shall do or cause to be done any act or thing
evidencing or establishing its intention to repudiate this Guaranteed Loan
Agreement or any other Operative Document;

            (o) there shall have occurred and be continuing an "event of
default" under any Other Operative Document; and/or

            (p) any other event occurs or any other circumstance arises (other
than an Event of Loss) which, in the reasonable judgment of Ex-Im Bank, is
likely materially and adversely to affect the ability of the Borrower or Lessor
Parent to perform its obligations under each Operative Document to which it is a
party.

      9.2 Remedies. Upon the occurrence of any Event of Default and so long as
such Event of Default is continuing, (i) Ex-Im Bank (or if the Ex-Im Bank
Guarantee is no longer in effect and no amounts are owed to Ex-Im Bank under the
Operative Documents, the Guaranteed Lender) may, by notice to the Borrower
(unless such notice is prohibited by Applicable Law), cancel the Total
Commitment and/or declare the aggregate principal amount then outstanding of,
and the accrued interest on, the Loan and all other amounts payable by the
Borrower hereunder to be forthwith due and payable, whereupon such amounts shall
be immediately due and payable without presentment, demand (except as
aforesaid), protest or other formalities of any kind, all of which are hereby
expressly waived by the Borrower; and (ii) in the case of the occurrence of an
Event of Default referred to in clause (f), (g) or (h) of this Section 9 with
respect to the Borrower or any Event of Default under Section 13(g)-(k)
(inclusive) of the Lease with respect to the Lessee or Section 13(g)-(k)
(inclusive) of the Sublease with respect to the Sublessee, the Total Commitment
shall automatically be canceled and the aggregate principal amount then
outstanding of, and the accrued interest on, the Loan and all other amounts
payable by the Borrower hereunder shall automatically become immediately due and
payable without presentment, demand, protest or other formalities of any kind,
all of which are hereby expressly waived by the Borrower (unless, subsequent to
such automatic acceleration, such automatic acceleration is waived by Ex-Im Bank
or, if the Ex-Im Bank Guarantee is no longer in effect and no amounts are owed
to Ex-Im Bank under the Operative Documents, the Guaranteed Lender). If (x) the
Loan shall have been (or shall automatically become) accelerated hereunder and
(y) a claim shall be made on Ex-Im Bank under the Ex-Im Bank Guarantee and the
Guaranteed Lender elects to have Ex-Im Bank service the obligations in respect
of the Loan in accordance with Section 2.02(b)(i) thereof, then, upon demand by
Ex-Im Bank, the Borrower shall pay to Ex-Im Bank the applicable Ex-Im Bank
Make-Whole Amount, if any. Ex-Im Bank shall provide the Borrower with reasonable
supporting documentation concerning the determination of any Ex-Im Bank
Make-Whole Amount.

                                       14

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

      SECTION 10. Miscellaneous.

      10.1 No Waiver. No failure on the part of the Security Trustee, Ex-Im Bank
or the Guaranteed Lender to exercise and no delay in exercising, and no course
of dealing with respect to, any right, power or privilege under this Guaranteed
Loan Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, power or privilege under this Guaranteed Loan
Agreement preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The remedies provided herein are cumulative and
not exclusive of any remedies provided by law.

      10.2 Notices. Each of the parties hereby acknowledges and confirms that
each of this Guaranteed Loan Agreement and the Note is one of the Operative
Documents and as a result all of the provisions of Section 13(c) of the
Participation Agreement are hereby incorporated herein and therein by reference
thereto as fully and to the same extent as if set forth herein and therein
(including, without limitation, (a) the manner in which all notices or other
communications are to be made hereunder, (b) the time as of which such notices
or communications shall be deemed to have been given or made, and (c) the
address to which such notices or communications are to be sent).

      10.3 Expenses, Etc. Other than with respect to Section 5 hereof, the
provisions of Section 10 of the Participation Agreement are hereby incorporated
herein, mutatis mutandis, with references to "Sublessee" being construed as
references to "the Borrower". In addition the Borrower agrees, without prejudice
to Section 10.6(f), to pay or reimburse each of Ex-Im Bank, the Guaranteed
Lender and the Security Trustee for paying (against invoices or receipts (to the
extent available) submitted by Ex-Im Bank, the Security Trustee and/or the
Guaranteed Lender): (a) all proper out-of-pocket costs and expenses of Ex-Im
Bank, the Guaranteed Lender and the Security Trustee (including the reasonable
fees and expenses of counsel to Ex-Im Bank, the Guaranteed Lender and the
Security Trustee), in connection with (i) the negotiation, preparation and
execution of this Guaranteed Loan Agreement and the Operative Documents (whether
the same shall ever become any effective) and (ii) any actual or proposed
amendment, modification or waiver requested by the Borrower, Sublessee, Lessee
or any Guarantor (whether the same shall ever become effective) of any of the
terms of this Guaranteed Loan Agreement and the other Operative Documents and in
accordance with the terms thereof; and (b) all costs and expenses of Ex-Im Bank,
the Security Trustee and the Guaranteed Lender (including reasonable fees and
expenses of their respective counsel) in connection with any Event of Default
and any enforcement or collection proceedings resulting therefrom.

      10.4 Amendments, Etc. Except as otherwise expressly provided in this
Guaranteed Loan Agreement, any provision of this Guaranteed Loan Agreement may
be amended or modified only by an instrument signed by the Borrower (acting
solely at the direction of Sublessee), Ex-Im Bank and, provided no claim has
been made under the Ex-Im Bank Guarantee, the Guaranteed Lender, and any
provision of this Agreement may be waived by Ex-Im Bank and, so long as no claim
shall have been made under the Ex-Im Bank Guarantee in relation to the Note, the
Guaranteed Lender; provided, further that, so long as no claim shall have been
made under the Ex-Im Bank Guarantee with respect to the Note, no amendment,
modification or waiver related to the Note or the Loan which is evidenced by the
Note shall, unless by an instrument also signed by the Guaranteed Lender: (i)
increase or extend the term, or

                                       15

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

extend the time or waive any requirement for the termination, of the Total
Commitment, (ii) extend the date fixed for the payment of principal of or
interest on the Loan, (iii) reduce the amount of any payment of principal
thereof or the rate at which interest is payable thereon or any fee is payable
hereunder, (iv) alter the terms of Section 2.4 or this Section 10.4, and (v)
amend the definition of the term "Fixed Rate", "Event of Default" or "Guaranteed
Lender".

      10.5 Successors and Assigns. This Guaranteed Loan Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns.

      10.6 Assignments and Participations. (a) Except as expressly permitted in
the Operative Documents, the Borrower may not assign or transfer its rights or
delegate its obligations hereunder or under any other Operative Document without
the prior written consent of Sublessee, Ex-Im Bank and the Guaranteed Lender.

            (b) Subject in all events to compliance with all terms and
conditions of the Ex-Im Bank Guarantee (including, without limitation, any
requirement for Ex-Im Bank's prior written consent thereto) and with Applicable
Laws, the Guaranteed Lender may assign, transfer, pledge, sell or grant
participations in or otherwise dispose of all or any part of its interest in all
or any part of the Borrower's Indebtedness under this Guaranteed Loan Agreement
and the Note to one or more other Permitted Institutions without the prior
written consent of the Borrower or the Sublessee (collectively, a "DISPOSITION
OF INDEBTEDNESS") provided that (other than in connection with an assignment to
Ex-Im Bank) if, as at the date of such assignment or transfer, such assignment
or transfer would subject the Borrower to any greater obligation or liability
under Section _____ of the ______________Agreement or under the ______________
Indemnity Agreement or under any other Operative Document than it would have
been under on such date if no such assignment had then taken place, then unless
such assignment was made to mitigate or avoid the requirement for payment of
additional amounts or increased costs under the ______________ Indemnity
Agreement or any illegality, the assignee shall not be entitled to receive any
greater payment under the ______________ Indemnity Agreement or under Section
_____ of the ______________Agreement or any other Operative Document than the
assignor would have been entitled to receive with respect to the rights assigned
or transferred at the time such assignment or transfer is entered into.
Furthermore, without limiting the generality of the foregoing, the Guaranteed
Lender may sell, assign, transfer and set over to a trustee for the holders of
the Guaranteed Lender's secured indebtedness or other securities (the
"______________ TRUSTEE") the Loan and the Note for the purpose of creating a
security interest therein in favor of the ______________ Trustee, and the
______________ Trustee may, in such event, exercise any and all rights and
remedies which would otherwise be available to the Guaranteed Lender in
connection with this Guaranteed Loan Agreement and the enforcement thereof in
relation to the Loan and the Note. The Borrower shall, at the request of the
Guaranteed Lender, execute and deliver to the Guaranteed Lender, or to any party
that the Guaranteed Lender may designate, any such further instruments as may be
necessary or reasonably requested by the Guaranteed Lender to give full force
and effect to a Disposition of Indebtedness by the Guaranteed Lender.

            (c) Without limiting the provisions of Section _____ of the
Participation Agreement, all non-public information provided to the Security
Trustee and the Guaranteed

                                       16

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

Lender by the Borrower or Sublessee shall be treated as confidential by the
Security Trustee and the Guaranteed Lender; provided, however, that the
Guaranteed Lender may furnish any information concerning the Borrower or
Sublessee in the possession of the Guaranteed Lender from time to time to
assignees and participants (including prospective assignees and participants),
provided such Persons have agreed to maintain the confidentiality as provided in
Section 14 of the Participation Agreement of all such non-public information so
furnished and any such information may be disclosed as required by Applicable
Laws.

            (d) If the Guaranteed Lender (other than Ex-Im Bank) wishes to
assign or transfer all or any of its rights, benefits and obligations hereunder
as contemplated in Section 10.6(b), then such assignment or transfer may be
effected (i) in the case of an assignment or transfer to a Person (other than
Ex-Im Bank) on the Transfer Date specified in the relevant Transfer Certificate
or (ii) in the case of a transfer or assignment to Ex-Im Bank as a result of a
demand under the terms of the Ex-Im Bank Guarantee, on the date of such
transfer. To the extent that pursuant to such Transfer Certificate and the
provisions thereof the rights and obligations of the Guaranteed Lender hereunder
and under the other Operative Documents (to which the Guaranteed Lender is
party) are validly transferred to and assumed by the assignee or transferee,
such Guaranteed Lender shall be released from further obligations hereunder and
under the other Operative Documents, other than accrued rights owing to any
party hereunder and thereunder.

            (e) No Guaranteed Lender (other than Ex-Im Bank, any of its
transferees or any further transferees) may assign or transfer (it being
understood and agreed that a participation permitted by Section 10.6 shall not
constitute an assignment or transfer) any of its rights or obligations hereunder
as contemplated by this Section 10.6 unless contemporaneously therewith it
assigns or transfers to the same assignee or transferee all or a corresponding
part of its rights, benefits and obligations under each of the other Operative
Documents (except for rights and benefits which the documents expressly provide
will be retained by the transferee) to which such Guaranteed Lender is party.

            (f) Any assigning or transferring Guaranteed Lender (other than
Ex-Im Bank and any subsequent transferees) shall be solely responsible for all
of its reasonable costs and expenses for any assignment, transfer or
participation under this Section 10.6 including, without limitation, all costs
in connection with any amendment to or supplement to, or registration of or
re-registration of the Security Documents and any legal fees and expenses
relating thereto (or may procure that any transferee or participant pay such
costs and expenses), unless such assignment or transfer was effected at the
request of the Borrower or Sublessee to mitigate the imposition of any Claims.

      10.7 GOVERNING LAW. THIS GUARANTEED LOAN AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK,
UNITED STATES OF AMERICA WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW
OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW.

      10.8 Jurisdiction; Service of Process. Any suit, proceeding, action or
process against the Borrower with respect to this Guaranteed Loan Agreement may
be brought in accordance

                                       17

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

with Section _____ of the Participation Agreement as if the same were repeated
herein in full mutatis mutandis, and the Borrower hereby consents to service of
process as therein set forth.

      10.9 Entire Agreement. This Guaranteed Loan Agreement (together with the
other Operative Documents) is the entire agreement of the parties hereto with
respect to the subject matter hereof and supersedes all prior communications and
agreements by the parties hereto with respect thereto, and each such prior
communication and agreement is null and void.

      10.10 Severability. If any provision hereof is invalid and unenforceable
in any jurisdiction, then, to the fullest extent permitted by law, (i) the other
provisions hereof shall remain in full force and effect in such jurisdiction and
shall be liberally construed in favor of the Guaranteed Lender and Ex-Im Bank in
order to carry out the intentions of the parties hereto as nearly as may be
possible and (ii) the invalidity or unenforceability of any provision hereof in
any jurisdiction shall not affect the validity or enforceability of such
provision in any other jurisdiction.

      10.11 Captions. The table of contents and captions and section headings
appearing herein are included solely for convenience of reference and are not
intended to affect the interpretation of any provision of this Guaranteed Loan
Agreement.

      10.12 Counterparts. This Guaranteed Loan Agreement may be executed in any
number of counterparts each of which shall be an original and all of which taken
together shall constitute one and the same instrument and any of the parties
hereto may execute this Guaranteed Loan Agreement by signing any such
counterpart.

      10.13 WAIVER OF JURY TRIAL. THE BORROWER, THE SECURITY TRUSTEE, EX-IM BANK
AND THE GUARANTEED LENDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE
ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS GUARANTEED LOAN
AGREEMENT, OR ANY OTHER OPERATIVE DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OR OMISSIONS OF THE
GUARANTEED LENDER, THE SECURITY TRUSTEE, EX-IM BANK OR THE BORROWER OR ANY
PERSON RELATING TO THE OPERATIVE DOCUMENTS.

                                      * * *

                                       18

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

      IN WITNESS WHEREOF, the parties hereto have caused this Guaranteed Loan
Agreement to be duly executed as of the day and year first above written.

                                     BORROWER

                                     --------------

                                     By:
                                          ---------------------------
                                          Name:

                                          Title

                                     SECURITY TRUSTEE

                                     --------------

                                     By:
                                          ---------------------------
                                          Name:

                                          Title

                                     EX-IM BANK

                                     EXPORT-IMPORT BANK OF THE
                                     UNITED STATES

                                     By:
                                          ---------------------------
                                          Name:

                                          Title

                                     GUARANTEED LENDER

                                     --------------

                                     By:
                                          ---------------------------
                                          Name:

                                          Title:

                                       19
<PAGE>

                                             [Form of Guaranteed Loan Agreement]


                                    EXHIBIT A

                               NOTICE OF BORROWING

                                                          ____________, ________

To:  ______________
     as Guaranteed Lender

     ______________,
     as Security Trustee

     Export-Import Bank of the United States

Dear Sirs:

      Pursuant to the Guaranteed Loan Agreement dated as of ______________ (the
"GUARANTEED LOAN AGREEMENT") among ______________, as Borrower, ______________,
as Guaranteed Lender, ______________ as Security Trustee and Export-Import Bank
of the United States, we hereby:

(1)   Give you notice that we wish to borrow the Loan on ___________, _____ in
      the amount of _____________ in relation to financing the purchase of _____
      (_____) Boeing Model _____ -_____ aircraft bearing manufacturer's serial
      number _____. The principal amount of ______________ is to be available to
      us by crediting such amounts to such accounts as the Borrower and the
      Guaranteed Lender may agree and the principal amount of
      _________________________ (the "SUPPLEMENTAL EQUIPMENT AMOUNT") shall be
      deposited in the Security Trustee's account in accordance with Section 2.2
      of the Guaranteed Loan Agreement.

(2)   Confirm and certify that the borrowing to be effected by such drawing will
      be within our powers and has been validly authorized by appropriate
      action, that no Default, Event of Default or Event of Loss and no event
      that with the giving of notice or the passing of time or both would
      constitute an Event of Loss has occurred, that the representations
      contained or referred to in Section 7 of the Guaranteed Loan Agreement, if
      repeated as at the date of this Notice, with reference to the facts
      existing at the date hereof, would be true and accurate in all respects,
      and that the covenants contained or referred to in Section 8 of the
      Guaranteed Loan Agreement have at all times been complied with.

(3)   Confirm that the Loan referred to herein is the Loan under the Guaranteed
      Loan Agreement.

                                    Exhibit A
                                     Page 1

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

Terms defined in the Guaranteed Loan Agreement shall have the same meanings in
this Notice.

                                          For and on behalf of

                                          [BORROWER]

                                          By: _________________________________
                                              Name:
                                              Title:

AGREED:

____________

By: _______________________________
     Name:
     Title:

                                    Exhibit A
                                     Page 2

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

                                    EXHIBIT B

                                 [FORM OF NOTE]

                                 ______________.
                             SECURED PROMISSORY NOTE
                          DUE IN QUARTERLY INSTALLMENTS
                         COMMENCING ON ______________AND
                           MATURING ON ______________

                            ISSUED IN CONNECTION WITH

                    ______________ MODEL _____ AIRCRAFT WITH
                        MANUFACTURER'S SERIAL NO. _____,
                  PANAMANIAN REGISTRATION MARK ______________,
                            WITH TWO INSTALLED _____
                      MODEL _____ ENGINES (THE "AIRCRAFT")

No. _____                                                        _________, 2004
$ _____________

      ______________, a company organized under the laws of the State of
Delaware (the "BORROWER"), for value received, hereby promises to pay to the
order of ______________ (the "GUARANTEED LENDER"), the principal amount of _____
Million _____ Thousand and _____ United States Dollars (U.S.$__________) or such
lesser amount as shall equal the aggregate unpaid principal amount of the loan
(the "LOAN") made by the Guaranteed Lender to the Borrower on the date hereof in
respect of the above-described Aircraft under that certain Guaranteed Loan
Agreement dated as of __________ __, ____ (the "GUARANTEED LOAN AGREEMENT")
among the Borrower, the Guaranteed Lender, ______________, as Security Trustee,
and Export-Import Bank of the United States ("EX-IM BANK"), payable in
forty-eight (48) successive quarterly principal installments payable commencing
on __________ __, ____ and thereafter on January _____, April _____, July _____
and October _____ of each year (or if any such day is not a Banking Day, on the
next succeeding Banking Day; each such day being a "LOAN PAYMENT DATE"), each
such installment to be in the amount set forth opposite the applicable Loan
Payment Date in Schedule I attached hereto and made a part hereof, and the
entire unpaid principal amount then owing hereunder to be paid in full on
__________ __, ____ (the "FINAL MATURITY DATE"); and to pay interest on the
unpaid aggregate principal amount of the Loan from time to time at _____ % per
annum (the "FIXED RATE") on each Loan Payment Date, and on the date the Loan is
due (at maturity, by acceleration or otherwise) and thereafter on demand. The
Borrower also agrees to pay on demand interest at the applicable Post-Default
Rate on overdue principal and overdue interest payable under this Note, from the
date due until the Banking Day such payment is received at or before _____ (New
York time) at the place of payment set forth below, and to pay the costs of
collection, if any (including reasonable attorneys' fees), and in each case, in
lawful money of the United States of America and in immediately available and
freely transferable funds.

                                    Exhibit B
                                     Page 1

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

      All payments of principal, interest, overdue interest and other amounts to
be made by the Borrower to the Guaranteed Lender under this Note shall be made
by payment to the account of the Guaranteed Lender at ______________ Bank,
Account No. _____, ABA No. ______, reference: Eximbank transaction no. _____ (or
such other account in New York, New York, U.S.A. as the Guaranteed Lender may
otherwise direct in writing to the Borrower from time to time upon not less than
_____ (_____) Banking Days notice) at or before _____ on the due date therefor
at the place of payment.

      Interest shall accrue on the unpaid aggregate principal amount of the Loan
from and including the date hereof to, but not including, the date the principal
amount of the Loan shall be due (by installments, at maturity, by acceleration
or otherwise) at the Fixed Rate. Any payment of interest, principal or any other
payment not paid to the Guaranteed Lender when due and payable hereunder shall,
from the date when due and payable until the date when fully paid, bear interest
at the Post-Default Rate computed on the basis of a year of 365 days and the
actual number of days elapsed (including the first day but excluding the last
day). Interest on the Loan shall be computed on the basis of a year of 365 days
and the actual number of days elapsed.

      The Borrower agrees that the records maintained by the Guaranteed Lender
as to the date on which the Loan is made, the Fixed Rate, the date and amount of
each repayment of principal of the Loan and payment of interest or overdue
interest received by the Guaranteed Lender, shall be conclusive absent manifest
error.

      This Note is the "Note" referred to in the Guaranteed Loan Agreement that
is secured by the Security Documents. The Borrower may prepay or be obligated to
prepay the Loan, all as specified in the Guaranteed Loan Agreement, and subject
to the requirements thereof. Capitalized terms not otherwise defined herein
shall have the respective meanings assigned thereto in the Guaranteed Loan
Agreement. In addition, for purposes of this Note:

      "BANKING DAY" means any day, other than a Saturday or Sunday, on which
commercial banks are not authorized or required to close in New York, New York,
Paris, France or Salt Lake City, Utah.

      "EVENT OF DEFAULT" means any of those events specified as such in Section
9.1 of the Guaranteed Loan Agreement.

      Upon the occurrence of an Event of Default and for so long as such Event
of Default shall continue, the principal hereof, accrued interest hereon and all
other amounts payable hereunder may be declared to be or may automatically
become forthwith due and payable, all as provided in the Guaranteed Loan
Agreement.

      The Borrower waives diligence, demand, presentment, notice of nonpayment,
protest, and notice of protest all in the sole discretion of the Facility Agent
and without notice and without affecting in any manner the liability of the
Borrower. This Note shall be governed by and construed in accordance with the
internal laws of the State of New York, United States of America.

      Prior to the entry into the record of ownership of any transfer as
provided in the Guaranteed Loan Agreement, the Borrower and each other Person
shall deem and treat each

                                    Exhibit B
                                     Page 2

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

owner of this Note reflected in the record of ownership as owner of this Note or
the rights to receive any payments hereunder as the owner thereof for all
purposes.

                                      * * *

                                    Exhibit B
                                     Page 3

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

      IN WITNESS WHEREOF, ______________ has caused its officer thereunto duly
authorized to execute this Note as of the date first above written.

                                              [BORROWER]

                                              By: ______________________________
                                                  Name:
                                                  Title:

                                    GUARANTEE

      Repayment of the indebtedness evidenced hereby is guaranteed pursuant to
the Guarantee Agreement dated as of December 15, 1971 between Export-Import Bank
of the United States and ______________.

                                              EXPORT-IMPORT BANK OF THE
                                              UNITED  STATES

                                              By: ______________________________
                                                           (Signature)
                                              Name: ____________________________
                                                             (Print)
                                              Title: ___________________________

          Ex-Im Bank Guarantee No. _____ -- Republic of Panama (_____)

                                    Exhibit B
                                     Page 4

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

                               Schedule I to Note

<TABLE>
<CAPTION>
LOAN PAYMENT DATE       PRINCIPAL PAYMENT    INTEREST PAYMENT       TOTAL PAYMENT
-----------------       -----------------    ----------------       -------------
<S>                     <C>                  <C>                    <C>
</TABLE>

                                    Exhibit B
                                     Page 5

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

                                    EXHIBIT C

                         [FORM OF TRANSFER CERTIFICATE]

To: [Borrower]

                              TRANSFER CERTIFICATE

relating to the Guaranteed Loan Agreement (as from time to time amended, varied
or supplemented, the "LOAN AGREEMENT") dated as of __________ __, ____ and made
between ______________, as borrower (the "BORROWER"), ______________, as
Guaranteed Lender, ______________, not in its individual capacity but solely as
security trustee (the "SECURITY TRUSTEE") and Export-Import Bank of the United
States ("EX-IM BANK").

1.    Capitalized terms defined in the Loan Agreement shall, subject to any
      contrary indication, have the same meaning herein. The terms Transferee,
      Transfer Date, Lender's Participation, Lender's Portion of the Loan, Loan
      Portion Transferred, Loan Portion Transfer Date and Amount Transferred are
      defined in the Schedule hereto.

2.    _____________ as a Guaranteed Lender under the Loan Agreement (the
      "LENDER") hereby transfers to the Transferee, on and as of the Loan
      Portion Transfer Date, all of its right, title and interest in and to a
      percentage of the Lender's Participation (equal to the percentage that the
      Amount Transferred is of the aggregate of the component amounts (as set
      out in the schedule hereto) of the Lender's Participation) together with
      all related right, title and interest of the Lender under the Operative
      Documents to which the Lender is a party (collectively the "TRANSFERRED
      PROPERTY"), and the Transferee, on and as of the Transfer Date, hereby
      accepts such assignment and assumes all obligations of the Lender in
      respect of the Transferred Property and the Transferee agrees to be under
      the same obligations towards each of the other parties to the Loan
      Agreement and the other Operative Documents as it would have had been
      under if it had been an original party hereto as a Guaranteed Lender under
      the Loan Agreement and such Operative Documents.

3.    The Transferee represents and warrants that prior to the Transfer Date it
      has received a copy of each of the Operative Documents together with such
      other information as it has required in connection with this transaction
      and that it has not relied and will not hereafter rely on the Lender to
      check or enquire on its behalf into the legality, validity, effectiveness,
      adequacy, accuracy or completeness of any such information and further
      agrees that it has not relied and will not rely on the Lender to assess or
      keep under review on its behalf the financial condition, creditworthiness,
      condition, affairs, status or nature of the Borrower, Sublessee or any
      other party to the Operative Documents.

4.    Neither the Lender nor any other party to the Loan Agreement makes any
      representation or warranty or assumes any responsibility with respect to
      the legality, validity, effectiveness, adequacy or enforceability of any
      of the Operative Documents or assumes any responsibility for the financial
      condition of the Borrower, Sublessee or any other

                                    Exhibit C
                                     Page 1

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

      party to any other Operative Document or for the performance and
      observance by the Borrower, Sublessee or any such party of any of its
      obligations under the Loan Agreement, or, as the case may be, the other
      Operative Documents and any and all such conditions and warranties,
      whether express or implied by law or otherwise, are hereby excluded.

5.    The Lender hereby gives notice that nothing herein or in any of the other
      Operative Documents shall oblige the Lender to (i) accept a re-transfer
      from the Transferee of the whole or any part of its rights and/or
      obligations under the Loan Agreement or the other Operative Documents
      transferred pursuant hereto or (ii) support any losses directly or
      indirectly sustained or incurred by the Transferee for any reason
      whatsoever including, without limitation, the non-performance by the
      Borrower, Sublessee or any other party to any of the Operative Documents
      of any of their respective obligations thereunder. The transferee hereby
      acknowledges the absence of any such obligation as is referred to in
      sub-clause (i) or (ii) above.

6.    The Transferee acknowledges and agrees that, as of the Transfer Date, for
      the express benefit of the parties to the Operative Documents that it is
      not aware of any facts or circumstances that would as of the Transfer Date
      give rise to a claim that will be made against the Borrower or Sublessee
      for any indemnity under the Operative Documents and that to the best of
      its knowledge, the transfer is in compliance with the provisions of
      Section _____ hereof.

7.    This Transfer Certificate and the rights and obligations of the parties
      hereunder shall be governed by and construed in accordance with the law of
      the State of New York.

                                    Exhibit C
                                     Page 2

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

                                  THE SCHEDULE

 Lender:

 Transferee:

 Lender's Participation:                        [ - ]

 Lender's Portion of the Loan:                  [ - ] [Aggregate amount
                                                of the Lender's funded loan
                                                amount less any repayment
                                                amounts already received]

 Loan Portion Transferred:                      [ - ] [% of Lender's Portion of
                                                Loans]

 Amount Transferred:                            [ - ] [Total of Loan Portion
                                                Transferred]

 Loan Portion Transfer Date:                    [ - ]

 Facility Office:                               -

 Contact Name:                                  -

 Account for Payments in Dollars:               -

 Fax:                                           -

 Telephone:                                     -

[Transferor Lender]       [Transferee]

By:                       By:

Date:                     Date:

                          Address for notices:
                          Account information:

                                    Exhibit C
                                     Page 3

<PAGE>

                                             [Form of Guaranteed Loan Agreement]

                                    EXHIBIT D

                 [FORM OF CERTIFICATE AUTHORIZING DISBURSEMENT]

                              __________ __, ____

To: ______________,
    as Security Trustee ("SECURITY TRUSTEE")

cc: ______________
    as Guaranteed Lender

Subject: Ex-Im Bank Guarantee No. _____  - Republic of Panama (_____)

Ladies and Gentlemen:

      In accordance with the terms and conditions of the Guaranteed Loan
Agreement dated as of __________ __, ____ (the "LOAN AGREEMENT") among
[Borrower], ______________ as Guaranteed Lender, Security Trustee, and
Export-Import Bank of the United States ("EX-IM BANK"), pursuant to Section 2.2
of the Loan Agreement we hereby authorize the Security Trustee to pay in the
amount of U.S.$ _____ in connection with the disbursement made on __________ __,
____ for _____ (_____) Boeing model _____ aircraft (MSN _____), to the Borrower
in connection with the financing of the U.S. manufactured equipment identified
in the supplier's certificate(s) and invoice(s) provided to us by the Borrower.

                                              EXPORT-IMPORT BANK OF THE
                                              UNITED STATES

                                              By: ______________________________
                                                  Name:
                                                  Title:

                                    Exhibit D
                                     Page 1