Master Guaranty Agreement, dated as of September 1, 1997


    

      MASTER
        GUARANTY AGREEMENT

       

       

      Guaranty
        Agreement dated as of September 1, 1997 issued by RAIFFEISEN ZENTRALBANK
        ÖSTERREICH AKTIENGESELLSCHAFT, a banking institution organized and existing
        under the laws of the Republic of Austria (the “Guarantor”)
        for
        the benefit of the Beneficiaries (as hereinafter defined);

       

      PRELIMINARY
        STATEMENT

       

      This
        Agreement is issued for the benefit of certain persons who extend credit
        to RZB
        FINANCE LLC, a Delaware limited liability company and a wholly-owned subsidiary
        of the Guarantor (“RZB
        Finance”),
        or to
        whom RZB Finance has extended credit.

       

      NOW,
        THEREFORE, IT IS AGREED: 

       

      SECTION
        1. Definitions.

       

      Unless
        otherwise defined in this Agreement, capitalized terms shall have the meaning
        specified below; definitions expressed in the singular shall import the plural
        and vice
        versa:

       

      “Beneficiary”
means
        any person which holds Certified Guaranteed Obligations and their respective
        successors and assigns.

       

      “Certified
        Guaranteed Obligations”
means
        any RZB Finance Obligation (i) for which Guarantor has executed a Certificate
        in
        the form of Exhibit A to this Agreement or (ii) which contains a statement
        to
        the effect that the obligations of RZB Finance under or in connection with
        such
        agreement or instrument shall constitute “Certified Guaranteed Obligations”
under this Agreement. No particular words shall be required in any such
        statement; any words to such effect shall be sufficient including, without
        limitation, the following:

       

      “The
        obligations of RZB FINANCE LLC, a Delaware limited liability company
        (“RZB
        Finance”)
        under
        or in connection with this document and the documents executed and delivered
        or
        issued by RZB Finance in connection with this document constitute Certified
        Guaranteed Obligations for purposes of the Master Guaranty Agreement dated
        as of
        September 1, 1997 issued by Raiffeisen Zentralbank Osterreich
        Aktiengesellschaft.”

       

      “Credit
        Document”
means
        any document or instrument evidencing a RZB Finance Obligation.

       

      “Final
        Payment Date”
means
        the earliest of (x) the date on which the maturities of any Certified Guaranteed
        Obligations are accelerated pursuant to the relevant Credit Documents or
        applicable law, or the date on which any bankruptcy, insolvency or similar
        


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      proceeding
        is commenced by or against RZB Finance or (y) the date on which any Guarantor
        Default occurs.

       

      “Guarantor
        Default”
means
        (A) (i)any default by the Guarantor of any of its obligations under this
        Agreement or (ii) any representation by the Guarantor in this Agreement shall
        prove to be untrue in any material respect as of the date when made and,
        in each
        case, such default or misrepresentation shall not be cured within 30 days
        after
        the receipt by the Guarantor from the relevant Beneficiary of a written notice
        describing the Guarantor Default and (B) any receivership proceedings by
        the
        banking authorities in the Republic of Austria or any bankruptcy, insolvency
        or
        similar proceeding for the relief of financially distressed debtors shall
        be
        commenced by or against the Guarantor and, as to any involuntary such
        proceeding, the same shall not be discharged within the time provided by
        applicable law for the dispute of such involuntary proceedings.

       

      “Payment
        Date”
shall
        mean, with respect to any Certified Guaranteed Obligation, (i) the date for
        the
        payment thereof (after giving effect to any applicable grace period) specified
        in the relevant Credit Document or if such Certified Guaranteed Obligation
        is
        payable on demand or if no time for payment therefor is specified, the date
        on
        which the Beneficiary demands, in writing, payment thereof from RZB Finance
        and
        (ii) the Final Payment Date for such obligations.

       

      “RZB
        Finance Obligation”
means
        any obligation (whether for principal, interest or otherwise), now existing
        or
        hereafter arising (including future advances) prior to the Termination Date,
        and
        whether direct, contingent or otherwise, of RZB Finance to any Person,
provided
        however,
        in no
        event shall the term “RZB Finance Obligation” include consequential, incidental,
        punitive or similar damages or interest accrued at default rates.

       

      “Termination
        Date”
means
        the date on which the holder of a Certified Guaranteed Obligation receives
        notice in writing that the Guarantor has terminated this Agreement.

       

      SECTION
        2. Guaranty
        Agreement.

       

      2.1 Continuing
        Guaranty of Payment.
        (a) The
        Guarantor irrevocably, absolutely and unconditionally guarantees to each
        Beneficiary the payment all Certified Guaranteed Obligations owed to such
        Beneficiary on the Payment Date for such obligations. If any Certified
        Guaranteed Obligation shall not be paid on the Payment Date for such Certified
        Guaranteed Obligation, the Guarantor shall pay the amount thereof to the
        relevant Beneficiary no later than 30 days after such Beneficiary has given
        the
        Guarantor written notice(a “Default
        Notice”)
        that
        such Final 


      
        
          
          

        

        
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      Payment
        Date has occurred and that such obligations have not been paid, provided
        that,
        no
        Default Notice shall be required in connection with a Guarantor
        Default.

       

      (b) This
        is a
        guaranty of payment rather than of collection. This is also a continuing
        guaranty and all liabilities to which this Agreement applies, or may apply,
        under the terms hereof shall be conclusively presumed to have been created
        in
        reliance hereon, without further notice to, or from, the Guarantor.

       

      (c) This
        Agreement may be terminated or modified, as to any Beneficiary, by the Guarantor
        at any time and such termination or modification, as the case may be, shall
        be
        effective, as to any Beneficiary, as at the Termination Date, provided
        that,
        no such
        termination or modification shall affect (i) the obligations of the Guarantor
        under this Agreement with respect to Certified Guaranteed Obligations which
        arose prior to such Termination Date or which arose after such Termination
        Date
        pursuant to a commitment, letter of credit, acceptance, certification or
        similar
        undertaking by RZB Finance prior to such Termination Date or (ii) the obligation
        of the Guarantor to pay interest on the Certified Guaranteed Obligations,
        to the
        extent provided in the relevant Credit Document and this Agreement or to
        pay the
        amounts otherwise provided in this Agreement with respect to the Certified
        Guaranteed Obligations described in clause (i) above.

       

      2.2 Nature
        of Obligations.
        The
        Certified Guaranteed Obligations shall be deemed to be the direct and primary
        obligations of the Guarantor to the same extent and with the same effect
        as if
        the Certified Guaranteed Obligation had been incurred by the Guarantor. Without
        limiting the generality of the foregoing, the obligations of the Guarantor
        shall
        remain in force irrespective of:

       

      (i) the
        existence or absence of any legal action (including, without limitation,
        the
        filing of proofs of claim in bankruptcy) to enforce, collect or realize upon,
        the Certified Guaranteed Obligations or the Credit Documents or any security
        or
        other guaranty therefor, the issuance of any judgment therefor or the execution
        of any such judgment, or

       

      (ii) any
        other
        agreement or circumstance which might otherwise constitute a defense available
        to, or discharge of, a guarantor or surety of any type (including, without
        limitation, any defense based upon an election of remedies or the taking
        of any
        action which may destroy or impair the Guarantor’s rights of subrogation,
        indemnity and/or contribution or upon any statute of limitations or
        anti-deficiency statute).


      
        
          
          

        

        
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      NOTWITHSTANDING
        THE FOREGOING OR ANYTHING ELSE IN THIS AGREEMENT, the Guarantor shall be
        entitled to assert any defense of RZB Finance or any right of setoff of RZB
        Finance arising out of the transactions which gave rise to the RZB Finance
        Obligations, except
        that,
        any
        defense based upon the statute of limitations shall be based solely on the
        obligations of the Guarantor under this Agreement, irrespective of whether
        the
        statute of limitations has run with respect to the underlying RZB Finance
        Obligations.

       

      The
        obligations of the Guarantor under this Agreement are several and independent
        of, and may be enforced regardless of the existence of, any other agreement
        or
        obligation (direct or contingent) of the Guarantor or any other guarantor
        or
        person obligated with respect to the Certified Guaranteed
        Obligations.

       

      2.3 Evidence.
        Any
        Beneficiary may use a photocopy of this Agreement as evidence of the obligations
        of the Guarantor under this Agreement, and any such photocopy shall be deemed
        to
        be an original and the “best evidence” of such obligations.

       

      
        SECTION
          3. Special
          Agreements.

         

      

      3.1 Payments.
        All
        payments to each Beneficiary provided for hereunder shall be made in the
        currency in which the relevant Certified Guaranteed Obligation is denominated
        or
        required to be paid in the related Credit Documents, in freely transferable
        and
        immediately available funds, at the office specified for payments to the
        Beneficiary in the Credit Documents or, if not so specified, at such place
        as
        the Beneficiary may specify in New York City or Vienna, Austria and for the
        account of such office of each Beneficiary as each Beneficiary may designate.
        Each such payment shall:

       

      (i) be
        exempt
        from, and without reduction by reason of, any Tax, or

       

      (ii) to
        the
        extent that any such payment shall be subject to any Tax, be accompanied
        by an
        additional payment by the Guarantor of such amount as may be necessary so
        that
        the net amount realized by each Beneficiary (after taking into account all
        applicable Taxes) is the same as each Beneficiary would have realized had
        such
        payment not been subject to such Tax.

       

      “Tax”
        means and includes any present or future tax, levy, cost or charge of any
        nature
        imposed by any government or any authority or political subdivision of the
        Republic of Austria or any other jurisdiction from which any payment under
        this
        Agreement is made by the Guarantor, excluding taxes on or measured by the
        net
        income or gain of any Beneficiary imposed by any jurisdiction in which the
        principal or relevant office of such Beneficiary is located.


      
        
          
          

        

        
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      3.2 Waivers.
        Except
        to the extent required by law which cannot be waived and except as expressly
        provided herein, the Guarantor (a) waives notice of acceptance of this Agreement
        and notice of any liability to which it may apply, (b) waives diligence,
        presentment or acceleration of maturities, demand of payment, protest, notice
        of
        dishonor, nonpayment of any such liabilities, (c) waives suit, filing of
        proofs
        of claim in bankruptcy or, except to the extent specifically provided in
        this
        Agreement, the taking of other action or the making of any demand by any
        Beneficiary against, and the giving of any other notice to, any person liable
        thereon (including RZB Finance, the Guarantor or any other guarantor or Person)
        or any property providing security therefor, and waives any right to compel
        any
        Beneficiary to commence any such suit, to take any such action or to make
        any
        such demand, and (d) agrees that each Beneficiary may deal with the RZB Finance
        Obligations without any notice to, or consent by, the Guarantor, without
        incurring responsibility to the Guarantor, and without impairing or releasing
        the obligations of the Guarantor hereunder.

       

      3.3 Amounts
        Reclaimed.
        If at
        any time any payment or other amount received or realized by any Beneficiary
        and
        applied to any Certified Guaranteed Obligation is repaid by or recovered
        from
        such Beneficiary in any bankruptcy or similar proceeding, the obligations
        of the
        Guarantor under this Agreement shall be applicable to such amounts to the
        same
        extent as if such amounts had never been paid.

       

      SECTION
        4. Representations,
        Warranties and Agreements.

       

      4.1 Power
        and Authority; No Conflicts.
        The
        Guarantor represents and warrants that: (a) it has the power to enter into
        and
        perform its obligations under this Agreement and the obligations of the
        Guarantor under this Agreement are duly authorized, legal, valid and binding
        obligations, enforceable in accordance with their respective terms; (b) all
        action required as a condition thereto (including, without limitation, the
        obtaining of all corporate, governmental or other approvals or the making
        of any
        governmental registrations or filings) has been taken, and (c) the issuance
        and
        performance of this Agreement does not and will not violate any law, permit,
        agreement or instrument (including, without limitation, the Guarantor’s
        organizational papers and any director or shareholder resolutions or consent)
        to
        which the Guarantor is a party or is subject, or result in the imposition
        of any
        lien or security interest upon any of the Guarantor’s assets.

       

      4.2 Taxes.
        Under
        applicable law presently in effect in the Guarantor’s jurisdiction of
        organization, no stamp, registration, transfer or other taxes or charges
        are or
        will be payable in


      
        
          
          

        

        
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      respect
        of the entering into, performance or enforcement of this Agreement and no
        payments under this Agreement will be subject to any Tax.

       

      SECTION
        5. Miscellaneous.

       

      5.1 Payment
        of Expenses.
        In the
        event of a Guarantor Default, the Guarantor agrees to pay and hold each
        Beneficiary harmless from and against (i) the reasonable out-of-pocket costs
        and
        expenses of each Beneficiary arising in connection with the enforcement of
        this
        Agreement (including, without limitation, the reasonable fees and expenses
        of
        counsel for such Beneficiary), (ii) any and all stamp, excise, filing and
        other
        similar taxes and fees payable in connection with the enforcement of this
        Agreement and (iii) all liabilities (including interest and penalties, if
        any)
        with respect to or resulting from any delay by the Guarantor in paying or
        omitting to pay such taxes and fees.

       

      5.2 Modification.
        This
        Agreement may be modified only by an instrument in writing signed by the
        Guarantor, provided
        that,
        any
        modification of any provision of this Agreement by the Guarantor shall be
        subject to the provisions of Section 2.1(c) above.

       

      5.3 Governing
        Law.
        This
        Agreement and the rights and obligations of the parties hereunder shall be
        governed by, and construed in accordance with, and the law of the State of
        New
        York, without giving effect to the conflicts of law principles
        thereof.

       

      5.4 Notices.
        Communications given to the Guarantor in connection with this Agreement shall
        be
        in English and shall be effective when received. Written notices may be
        delivered by mail, courier, by hand, telex or telecopier, to the address
        or
        telex or telecopier number set forth opposite the Guarantor’s signature
        below.

       

      5.5 Descriptive
        Headings.
        The
        descriptive headings used in this Agreement are for convenience only and
        shall
        not be deemed to affect the meaning or construction of any provision
        hereof.

       

      5.6 Benefit
        of Agreement.
        This
        Agreement shall be binding upon the Guarantor and its successors and assigns
        and
        shall inure to the benefit of, and be enforceable by, each
        Beneficiary.

       

      5.7 Consent
        to Jurisdiction, etc.
        Any
        legal action or proceeding against the Guarantor with respect to this Agreement
        shall be brought in the courts of the State of New York or of the United
        States
        of America for the Southern District of New York, as each Beneficiary may
        elect,
        and, by execution and delivery of this Agreement, the Guarantor accepts,
        for
        itself and in respect of its property, generally and unconditionally, the
        jurisdiction of the


      
        
          
          

        

        
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      aforesaid
        courts. The Guarantor irrevocably consents to the service of process out
        of any
        of the aforementioned courts in any such action or proceeding by (i) the
        mailing
        of copies thereof by registered or certified airmail, postage prepaid, to
        the
        Guarantor at its address for notices as specified herein, such service to
        become
        effective 30 days after such mailing and (ii) the service of said process
        upon
        RZB Finance at its principal office in the City of New York.

       

      5.8 Judgment
        Currency.
        If, for
        purposes of obtaining a judgment for amounts due hereunder, any Certified
        Guaranteed Obligation must be converted from the currency (the “debt
        currency”)
        in
        which it is denominated under the Credit Documents or this Agreement into
        another currency (the “judgment
        currency”),
        the
        Guarantor agrees:

       

      (i) that
        such
        conversion shall be made on the basis of the prevailing applicable buying
        spot
        rate of exchange on the date before, and in the location at which, such judgment
        is to be rendered, and

       

      (ii) to
        pay to
        the relevant Beneficiary the difference, if any, between (x) the amount due
        under the terms of this Agreement in the debt currency and (y) the amount
        in the
        debt currency which each Beneficiary is able to obtain with any payment by
        the
        Guarantor in the judgment currency on the date of such payment, or as soon
        thereafter as is practicable.

       

      The
        provisions of this Section 5.8 shall constitute a separate obligation of
        the
        Guarantor, independent from its other obligations hereunder, and shall not
        be
        affected by or merged into any judgment obtained for other sums due hereunder,
        all with the same effect as if such provisions were set forth in a separate
        agreement. In further consideration for such obligation, each Beneficiary
        agrees
        that, notwithstanding any judgment for amounts due hereunder which is rendered
        in other than the debt currency, the Guarantor shall not be required to pay
        to
        each Beneficiary in the debt currency more than the amount due to each
        Beneficiary in accordance with the terms hereof.

       

      5.9 Survival.
        The
        provisions of Sections 3.1, 3.3, 5.1, 5.7, 5.8, 5.11, 5.12, and this Section
        5.9
        shall survive the termination and cancellation of this Agreement.

       

      5.10 Credit
        Documents.
        Without
        limiting the provisions of Section 3.2, the Guarantor acknowledges and agrees
        that no Beneficiary shall have any duty or responsibility, either initially
        or
        on a continuing basis, to provide to the Guarantor (a) any credit or other
        information relating to RZB Finance or any other person, the RZB Finance
        Obligations or the Credit Documents or any


      
        
          
          

        

        
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      person
        obligated thereunder or the performance by any such person of its obligations
        thereunder or (b) any amendment or alteration of, or consent with respect
        to,
        any Credit Document or the RZB Finance Obligations.

       

      5.11 Immunity.
        The
        Guarantor represents, warrants and agrees that (i) the entering into of this
        Agreement and the performance of the transactions contemplated hereby constitute
        commercial activities carried on, and with direct effects, within the United
        States of America, (ii) the Guarantor is not entitled to, and hereby expressly
        and irrevocably waives (to the full extent permitted by applicable law),
        any
        present or future claim to any immunity (whether characterized as sovereign
        immunity or otherwise) from any legal proceedings (whether in the United
        States
        of America or elsewhere) to enforce or collect upon this Agreement (including,
        without limitation, immunity from service of process and from jurisdiction
        of
        any court or tribunal, immunity of any of its property from attachment upon
        or
        prior to judgment or in aid of execution, and from execution, upon a judgment)
        with respect to itself or its property in any action or proceeding in connection
        with, or relating to, this Agreement or its obligations under or in connection
        with this Agreement and (iii) the provisions for service of process set forth
        in
        this Agreement constitute, among other things, a special arrangement for
        service
        of process between each Beneficiary and the Guarantor for purposes of the
        Foreign Sovereign Immunities Act of 1976, as amended.

       

      5.12 WAIVER
        OF JURY TRIAL.
        THE
        GUARANTOR AND, BY ACCEPTING THE BENEFITS HEREOF, EACH BENEFICIARY HEREBY
        WAIVE
        TRIAL BY JURY IN CONNECTION WITH ANY ACTION OR PROCEEDING OF ANY NATURE
        WHATSOEVER ARISING UNDER, OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND
        THE
        TRANSACTIONS CONTEMPLATED HEREBY AND ANY COURSE OF DEALING OR REPRESENTATIONS,
        WARRANTIES, STATEMENTS OR AGREEMENTS MADE OR ALLEGEDLY MADE IN CONNECTION
        HEREWITH AND IN CONNECTION WITH ANY CLAIM, COUNTERCLAIM, OFFSET OR DEFENSE
        ARISING IN CONNECTION WITH SUCH ACTION OR PROCEEDING, WHETHER ARISING UNDER
        STATUTE (INCLUDING ANY FEDERAL OR STATE CONSTITUTION) OR UNDER THE LAW OF
        CONTRACT, TORT OR OTHERWISE AND INCLUDING, WITHOUT LIMITATION, ANY CHALLENGE
        TO
        THE LEGALITY, VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF THIS SECTION
        5.12 OR
        THIS AGREEMENT.


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the Guarantor has caused this Agreement to be executed and
        delivered by its duly authorized officer(s) as of the date first above
        written.

       

       

      
        	
                Addresses

              	
                RAIFFEISEN
                  ZENTRALBANK

              
	
                Am
                  Stadtpark 9

                1030
                  Vienna

                Austria

              	
                ÖSTERREICH
                  AKTIENGESELLSCHAFT

              
	
                Telefax:
                  01143-1-71707-1715

              	
                By
                   ________________________________________________

              
	 	
                Title:
                   ______________________________________________

              
	
                1133
                  Avenue of the Americas

              	
                Telefax
                  #: ___________________________________________

              
	
                New
                  York, New York 10036