Article 1. The loan

Amount of principal subject to the terms hereof. The Lender hereby agrees to lend the Borrower the principal sum of One Million Eight Hundred Nineteen Thousand Two Hundred Three United States Dollars (USD 1, 819, 203), hereinafter called «the Loan». Dis­bursement of the Loan shall be made by the Lender by telegraphic transfer before 12: 00 noon, London time on the dates in accordance with the corresponding Article of this Agreement hereinafter called «the Drawdown Dates», in immediately available funds in United States Dollars to the bank account of the Seller.

Article 2. RATE AND PAYMENT OF INTEREST

1. The rate of interest applicable for each interest period, as defined hereinafter, shall be one point three seven five percent (1, 375%) per annum above the London Interbank Offered Rate, hereinafter called «the LIBQR», in effect at the time as described below, here­inafter called «the Interest Rate».

2. The interest shall accrue for each and every period from and includ­ing each Drawdown Date to and not including the day as specified for interest payment on Exhibit B attached hereto, hereinafter called «the Interest Payment Date», immediately following such Drawdown Date, and thereafter from and including each Interest Payment Date to and not including the next Interest Payment Date, hereinafter

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called «the Interest Period» on the outstanding balance of the Loan at separate rates for each Interest Period calculated on the basis of the actual number of days elapsed and 360-day-year, the interest accrued on the Loan is hereinafter called «the Interest», and shall be paid semiannually in arrears on each Interest Payment Date.

3. The applicable LIBOR for each Interest Period shall be the arith­metic mean, round upward, if necessary, to the nearest whole multiple of 1/16 of l%, of the 6 month LIBOR for deposits in the United States Dollars as quoted on Reuters monitor page «LIBO» at or about 11: 00 a.m., London time on the second business day in London, England prior to the first day of each Interest Period.

4. The Lender shall notify the Borrower of the Interest Rate prompt­ly after the Quotation Date for each Interest Period and such no­tice (except for manifest error) shall be conclusive and binding.

Article 3. REPAYMENT20 OF THE LOAN, PREPAYMENT

1. The Loan shall be repaid in nine (9) equal installments in accord­ance with the schedule set out in Exhibit В attached hereto.

2. The Borrower shall have the right to prepay the then outstanding balance of the Loan in whole on any Interest Payment Date only, without any premium or penalty, as long as at least 60 calendar days prior written notice is given, together with the Interest ac­crued and any other amounts then due.

3. Each reference herein to Dollars is of the essence. The obligations of the Borrower in respect of any amount due hereunder shall, notwithstanding any payment in any other currency (whether pursuant to a judgment or otherwise), be discharged only to the extent of the amount in Dollars that the Lender may, in accord­ance with normal banking procedures, purchase with the sum paid in such other currency (after any premium and cost of ex­change) on the business day immediately following the day on which the Lender receives such payment. Any obligation of the Borrower not discharged by such payment shall be due as a sepa-231

rate and independent obligation and, until discharged as provided herein, shall continue in full force and effect.

4. The Borrower shall use the Loan solely for the payment on behalf of the Buyer of the purchase price of the Equipment purchased by the Buyer under the Addendum,

5. The parties hereto explicitly understand and agree that, notwith­standing any dispute, breach or default concerning the purchase Contract and/or the Addendum, the provision of this Agreement, including, without limitation, the Borrower’s obligations to fully repay the Loan and pay all Interest as provided for herein, shall re­main unchanged and fully enforceable by the parties hereto.