This AGREEMENT dated the … … … day of … … … … … … Two Thousand and One is

made BETWEEN XXXXX AGENCY LIMITED a Limited Liability Company incorporated in

the Republic of Kenya and of Post Office Box Number xxxxx Nairobi in the said Republic (“the
Borrower” which expression shall where the context so admits include its successors and
assigns) AND XXXXX N. A. a Limited Liability Company incorporated in the United States of
America and carrying on business in the said Republic of Kenya and elsewhere and whose
address for the purpose of this Agreement is Post Office Box Number xxxxx Nairobi aforesaid
(“the Bank” which expression shall where the context so admits include its successors and
assigns).

WHEREAS:-

The Borrower has requested the Bank to lend the Borrower the sum of United States Dollars
Twelve Million Five Hundred Thousand (US$12,500,000.00) (hereinafter called “the Facility”).

In consideration of the Bank agreeing to extend the Facility to the Borrower the Borrower has
agreed to assume the obligations under this Agreement.

The Bank has agreed to extend the Facility to the Borrower on the terms and conditions
hereinafter set forth.

NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED AND

DECLARED as follows:

1 AMOUNT, AVAILABILITY AND PURPOSE

AMOUNT
Subject to the terms and conditions of this Agreement the Bank agrees to make available to the
Borrower a credit advance facility in the maximum aggregate principal amount equal to United
States Dollars Twelve Million Five Hundred Thousand (US$12,500,000.00) (“the Facility”) as is

1
more particularly defined and set out in a letter from the Bank to the Borrower dated 23rd March,
2001 (hereinafter called “the Letter of Offer”).

1.2 AVAILABILITY
The Borrower may draw upon the Facility only after having fulfilled the conditions herein after
set forth and subject to satisfaction of all the conditions precedent. The Facility is available for a
maximum tenor of 360 days from the date of the opening of the Letter of Credit by the Bank.

CANCELLATION
Any portion of the Facility remaining undrawn after expiration of the tenor shall be cancelled
forthwith.

DRAWDOWN NOTICE
The Borrower shall give the Bank not less than one (1) Business Days’ written notice of its
intention to drawn upon the facility. Each such notice shall :-

State the date (which must be a Business Day) on which the drawdown is to be effected;
Be irrevocable;
Oblige the Borrower to borrow the amount therein stated on the date therein stated;
Include a statement that, as at the date thereof, all representations and warranties of the Borrower
hereinafter set forth are valid and that no event of default under this Agreement has occurred or
continues to occur; and
State the bank account to which payment is to be made.

1.5 PURPOSE
Advances on the Facility shall be used by the Borrower for the purposes of Issuance and
Confirmation of Letters of Credit and Advances in Foreign Currency for the Re-finance of the
Letters of Credit (including local operational costs) as is more specifically set out and described
the Letter of Offer.
The Borrower shall not use any advances for any purpose except that permitted in this Clause.

2
However, failure by the Borrower to comply with this Clause shall not prejudice any rights of the
Bank, which shall not be responsible for monitoring or ensuring the use or application by the
Borrower of any Advance.

1.6 INTEREST
The Borrower shall pay to the Lender interest monthly in arrears on the advances from the date
of disbursement up to and including the date of repayment in full, as well after as before any
judgement at the rates more particularly stated in the Letter of Offer;
Interest under this Agreement shall be computed on the basis of a 365 day year;
The Borrower shall, on demand by the Bank, pay to the Bank interest on sums not paid on their
respective due dates under this Agreement from the due date up to the date of actual payment, as
well after as before any judgement at the current default rate of interest applied by the Bank.

1.7 REPAYMENT
(a) The Borrower shall repay to the Bank the Facility on demand and in any event the
extension of all facilities to the Borrower shall expire 300 days from the date of the first
drawdown.
(b) The Borrower will make four (4) equal repayments to the Bank from the Tea
Export proceeds commencing 180 days from the date of the first drawdown.

1.8 PRE-PAYMENT
The Borrower may, upon 24 hours notice to the Bank, pre-pay the advances in full or in part with
accrued interest to the date of such pre-payment on the amount prepaid.

2 CONDITIONS

2.1 CONDITIONS FOR ALL ADVANCES

The obligation of the Bank to make each and every Advance in respect of the Facility is subject
to the following conditions in addition to the conditions precedent that:
at the time of the relevant drawdown and at the time of such advance, the representations and

3
 warranties hereinafter set out are true and correct on and as of each such time as if each
were made with reference to the facts and circumstances existing at such time; and
at the time of the relevant drawdown and at the time of such advance, no event of default or
potential default shall have occurred and be continuing or would result from the making
of such advance.

2.2 CONDITIONS PRECEDENT

The obligation of the Bank to make each and every Advance in respect of the Facility will not
arise and is subject to satisfaction of the following conditions precedent that:
Acceptance of the terms and conditions of the Letter of Offer. The terms of the Letter of Offer
are hereby incorporated into this Agreement and shall be read together with this Agreement as if
the same were herein set out in full and shall form part of this Agreement;
The Borrower is to provide a certified true copy of a Board Resolution of the Borrower to the
Bank duly authorising the Board of Directors of the Borrower to accept the Facility on the terms
and conditions of this Agreement and to execute and deliver this Agreement;
The Borrower to execute this Agreement;
The Borrower to make payment of the Facility Fee as stated in the Letter of Offer;
Any other documentation necessary to implement this Agreement.

3 PAYMENTS

3.1 PAYMENTS
All payments to be made by the Borrower under this Agreement shall be made in full, without
any set-off or counterclaim whatsoever and free and clear of any deductions or withholdings, in
immediately available, freely transferable, cleared funds not later than 11.00 am on the due date
at the counters of Xxxxx N.A. Nairobi or such other account of the Bank as it may from time to
time notify to the Borrower.
In the case of a partial payment by the Borrower, the Bank may appropriate such payment
towards such of the obligations of the Borrower under this Agreement as the Bank may decide.
The Borrower waives any right to make an appropriation in respect of a partial payment. Any

4
appropriation by the Bank shall apply to the exclusion of any actual or purported appropriation
by the Borrower.

3.2 BUSINESS DAYS

Save as otherwise provided in this Agreement, if any payment would otherwise be due on a day
which is not a Business Day, the next following Business Day shall be substituted for such day
unless such Business Day shall be in a new calendar month in which case such payment shall
instead be made on the immediately preceding Business Day. Interest and fees shall be adjusted
accordingly.

3.3 ACCOUNTS
Account(s) maintained by the Bank in connection with the Facility shall (save for manifest error)
be conclusive/prima-facie evidence of the amounts from time to time owing by the Borrower to
the Bank under this Agreement.

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Bank that:

it is a body corporate duly incorporated and validly existing under the laws of Kenya and has
power to carry on its business and to own its property and other assets;
it has power and authority to execute deliver and perform its obligations under this Agreement
and any related document and to use the Facility all necessary action has been taken (and not
revoked) to authorise the execution delivery and performance of this Agreement and any related
document; and subject to all applicable insolvency laws this Agreement constitutes, and any
related document is or when executed and delivered will be, its valid and legally binding
obligation enforceable in accordance with the terms thereof;
the execution delivery and performance of this Agreement and any related document and the use
of the Facility do not and will not:
contravene any law, regulation, directive, judgment or order to which it is subject; or
result in any actual or potential breach of or default under any obligation agreement instrument

5
or consent to which it is a party or by which it is bound or which it requires to carry on its
business; or
contravene any provision of its memorandum and articles of association and/or statutes and/or
constitutional documents; or
result in any limitation on its powers to borrow or incur financial indebtedness being exceeded;
or
result in the creation or imposition of or oblige it to create any encumbrance on its undertaking
or any of its assets rights or revenues;
its obligations under this Agreement and any related document are its direct, general and
unconditional obligations and rank at least pari passu with all other of its present and future
secured unsecured and un-subordinated indebtedness (with the exception of any obligations
which are mandatorily preferred by law and not by contract);
no event of default or potential default has occurred and is continuing;
there exists no encumbrance other than any permitted encumbrance over the whole or any part of
the present or future undertaking assets rights or revenues (including uncalled capital) of itself or
any of its subsidiaries and no obligation to create any such encumbrance;
the latest consolidated report and financial statements of the Borrower have been prepared in
accordance with accounting principles and practices generally accepted in Kenya consistently
applied and give a true and fair view of the financial condition, assets and liabilities of the
Borrower at the date to which such financial statements have been prepared; and since that date
there has been no material adverse change in the financial condition or the business, assets or
operations of the Borrower which might/would be likely to have a material adverse effect on its
respective business, assets or financial condition or its ability to observe or perform its respective
obligations under this Agreement or any related document having regard to all its other
obligations;
all factual information supplied to the Bank in contemplation or for the purpose of this
Agreement or the Facility was true and accurate in all material respects as at its date and did not
omit anything material, no change has occurred since the date on which such information was
supplied which renders the same untrue or misleading in any material respect, and all projections
and statements of belief and opinion given by the Borrower to the Bank were made honestly and

6
in good faith after due and careful enquiry and remain valid.

5 UNDERTAKINGS

The Borrower undertakes with the Bank that, so long as any commitment is in force or any
monies or obligations are outstanding under this Agreement:
it will ensure that its obligations under this Agreement shall at all times rank at least pari passu
with all its other present and future secured unsecured and un-subordinated indebtedness (with
the exception of any obligations which are mandatorily preferred by law and not by contract);
it will prepare financial statements in respect of each financial period in accordance with the
terms of this Agreement and cause the same to be audited by its auditors and deliver 2 copies of
the same to the Bank promptly and in any event not later than 60 days after the end of the
relevant financial period;
it will provide the Bank with copies of all notices and other communications despatched to its
shareholders or analogous persons (or any class thereof) or its creditors (or any class thereof)
when despatched;
it will provide the Bank with such financial and other information concerning its business, assets
and affairs as the Bank may from time to time reasonably require except that it will not be
obliged to provide any such information which is secret or confidential to it except on the basis
of a confidentiality undertaking reasonably acceptable to it or if disclosure requires the consent
of any third party which it will on request use best endeavours to obtain;
it will obtain, maintain in full force and effect and comply with all material consents and any
conditions thereof;
it will not make or permit any material change in the nature of its business or commence any new
type of business materially different from its business at the date of this Agreement;
it will maintain insurances on or in relation to its business and assets with underwriters and
insurance companies of repute against such risks of the kinds customarily insured against by, and
in amounts reasonably and commercially prudent for, companies carrying on similar businesses;
it will promptly inform the Bank, forthwith upon becoming aware of the same, of any occurrence
or circumstance of which it becomes aware which might/would be likely to adversely affect its

7
ability to perform its obligations under this Agreement or any related document and of any event
of default or potential default;
it will from time to time, forthwith on request by the Bank, deliver to it a certificate signed by
two of its directors (acting without personal liability except in the case of wilful default or
misconduct) confirming that, save as may be notified in detail in such certificate, no event of
default or potential default has occurred and is then subsisting and, without limitation, giving
detailed computations so as to establish whether it is in compliance with the terms of this
Agreement to be accompanied by such evidence as to the information and matters contained in
such certificate as the Bank may from time to time reasonably require.

NEGATIVE PLEDGE

The Borrower undertakes with the Bank that, so long as any commitment is in force or any
monies or obligations are outstanding under this Agreement, it will not:
create or permit to subsist any encumbrance other than any permitted encumbrance over all or
any part of its present or future undertaking assets rights or revenues;
sell or otherwise dispose of any of its assets on terms whereby it is or may be leased to or
acquired by it (except for sale and lease-backs of any asset on normal arm’s length commercial
terms and in the normal course of business) or sell or otherwise dispose of any of its receivables
on recourse terms (except for the discounting of bills or notes in the ordinary course of business),
in any such case in circumstances where the transaction is entered into primarily as a method of
raising finance or of financing the acquisition of an asset.
Paragraph (1) above shall not apply to any encumbrance:
created or outstanding with the prior written consent of the Bank provided that, unless permitted
by any other exception below, the aggregate principal amount secured by such encumbrance will
not be increased without further consent of the Bank;
arising by operation of law and not as a result of any default or omission on the part of the
Borrower having regard to the custom in the relevant trade for settlement of accounts;
arising under any retention of title arrangements entered into in the ordinary course of trading
and not entered into primarily for the purpose of securing any financial indebtedness;

8
over goods or documents of title to goods arising in the ordinary course of documentary credit
transactions;
provided that simultaneously with the creation of such encumbrance the obligations of the
Borrower under this Agreement are equally and rateably secured by a comparable encumbrance
on other assets acceptable to the Bank in form and substance satisfactory to it;
on assets acquired after the date of this Agreement, or on assets of a body corporate which
becomes a subsidiary by acquisition after the date of this Agreement, provided that:
i) any such encumbrance is in existence prior to such
acquisition and is not created in contemplation of such acquisition; and
the amount secured by such encumbrance does not exceed, at any time, the maximum amount
secured or agreed to be secured by it (in accordance with the original terms on which such
encumbrance was created) as at the date of acquisition; and
such encumbrance is discharged within a period of 6 months after the acquisition or (only in the
case of an acquisition of a body corporate) where the terms of such encumbrance do not permit
repayment of the amount secured by such encumbrance within such period, on the earliest date
or dates permitted by the terms of such encumbrance for such repayment; and
no guarantee is given by the Borrower in respect of such encumbrance or the amount secured by
it;
pursuant to any order of attachment distraint garnishee order or injunction restraining disposal of
assets or similar legal process arising in connection with legal proceedings;
securing indebtedness incurred to refinance other indebtedness permitted to be secured under
paragraphs (a) to (j) above inclusive and/or this paragraph (h), provided that the aggregate
principal amount of the indebtedness secured by such encumbrance is not increased and such
encumbrance does not extend to any assets other than those which were subject to the
encumbrance securing the refinanced indebtedness.

7 FINANCIAL STATEMENTS

The Borrower will ensure that all audited financial statements prepared by it and delivered
pursuant to this Agreement shall be prepared in accordance with accounting principles and

9
practices generally accepted in Kenya, consistently applied in respect of each financial period or
giving details of any inconsistency, on an individual and if applicable consolidated basis and that
such financial statements shall contain a balance sheet giving a true and fair view of the state of
affairs of the Borrower and its Subsidiaries as at the end of the period to which they relate and a
profit and loss account giving a true and fair view of its profit or loss for such period.

8 DEFAULT

8.1 Events of Default

There shall be an event of default if:
the Borrower fails to pay EITHER: within 15 days after the due date, in the currency and manner
provided in this Agreement, any sum payable by it under this Agreement or any related
document when due OR: Provided that such failure shall not be an event of default if it occurs
solely for administrative or technical reasons affecting the transfer of funds despite timely
payment instructions by the Borrower and that payment is received by the Bank within 2
Business Days after the due date; or
the Borrower commits any breach of any provision of this Agreement; or
the Borrower commits any material breach of any other provision of this Agreement or any
related document and either such breach is in the reasonable opinion of the Bank not capable of
remedy or such breach is in the reasonable opinion of the Bank capable of remedy and is not
remedied within 21 days after the earlier of the date of notice by the Bank requiring such remedy
or the date on which the Borrower first becomes aware of the breach; or
any representation or warranty made or deemed to be made or repeated by the Borrower in or
pursuant to this Agreement or any related document is or proves to have been untrue or incorrect
in any material respect when made or when deemed to be repeated with reference to the facts and

10
circumstances existing at such time; or
an encumbrancer takes possession or a receiver or administrative receiver or manager or
sequestrator is appointed of the whole or any substantial part of the undertaking assets rights or
revenues of the Borrower or a distress or other process is levied or enforced upon any of the
assets rights or revenues of the Borrower and any such action is not lifted or discharged within
14 days; or
a petition is presented to, or any order is made by, any competent court for the appointment of an
administrator in relation to the Borrower.
the Borrower is adjudicated or found to be, insolvent or stops or suspends payment of its
respective debts or is (or is deemed to be) unable to or admits inability to pay its respective debts
as they fall due or proposes or enters into any voluntary arrangement or any composition or other
arrangement for the benefit of its creditors generally or proceedings are commenced in relation to
the Borrower under any law regulation or procedure relating to reconstruction or adjustment of
debts; or
any petition is presented by any person (other than a petition which, in the opinion of the Bank,
is frivolous or vexatious and which is withdrawn or stayed within 14 days) or any order is made
by any competent court or any resolution is passed by the Borrower for its winding-up or
dissolution or for the appointment of a liquidator of the Borrower (except for the purpose of a
solvent amalgamation or reconstruction on terms and conditions which shall have first been
approved by the Bank); or
the Borrower ceases or threatens to cease to carry on the whole or a substantial part/or
substantially the whole of its business; or
this Agreement or any related document is or becomes (or is alleged to be) unlawful or
unenforceable in any respect; or
any material consent is withdrawn or revoked or expires or is modified or made subject to any
condition which in the opinion of the Bank may adversely affect the Borrower or its ability to
perform or comply with any of its obligations under this Agreement or any related document; or
the Borrower becomes a subsidiary of any other person or one person or more than one person
acting in concert not having such control at the date of this agreement, obtain control of the
Borrower; or

11
the guarantee and indemnity of any guarantor is not (or is alleged by such person not to be) valid
and in full force and effect except in so far as stated in any assumption qualification or
reservation contained in any original legal opinion given for the purpose of or as a condition
precedent pursuant to this Agreement; or
any event described in paragraphs (f) to (j) inclusive above or any analogous event occurs to or
in respect of any guarantor; or
any other event or series of events or any circumstances whether related or not (including but
without limitation any adverse change in the business, assets or financial condition of the
Borrower occur(s) or arise(s) which, in the opinion of the Bank; may/would be likely to have a
material adverse effect on the Borrower or its ability or willingness to perform or comply with
any of its obligations under this Agreement and/or any related document.

8.2 Rights on a Default

The Bank may (without prejudice to any of its rights) upon and at any time after the happening
of an Event of Default, so long as the same is continuing, by notice to the Borrower declare that:
the commitment of the Bank and any obligation of the Bank to make any Advance shall be
terminated, whereupon such commitment shall be reduced to zero and such obligation shall be
terminated forthwith; and/or
the Facility has become immediately due and payable, whereupon the Borrower shall forthwith
repay the same together with all interest accrued and all other sums payable under this
Agreement; and/or
the Facility has become due and payable on demand, whereupon the Facility and all interest and
other sums payable under this Agreement shall at all times after such declaration be due and
payable forthwith on demand.

9 INDEMNITIES

9.1 Indemnities
The Borrower shall on demand indemnify the Bank against any liability loss or expense which
the Bank shall certify as incurred by it as a consequence of:

12
any default in payment by the Borrower of any sum under this Agreement when due;
the occurrence of any event of default;
any repayment or prepayment of any Advance or part thereof being received otherwise than on
the last day of an interest period; or
any Advance not being made for any reason (excluding any default by the Bank) after a
drawdown notice therefor has been given
including in any such case, but not limited to, any loss of profit and any loss or expense incurred
in maintaining or funding the Facility or any advance or other sum or in liquidating or re-
employing deposits from third parties acquired or contracted for in order to effect or maintain the
same.

9.2 Currency
If, under any applicable law or regulation or pursuant to a judgment or order being made or
registered against or the liquidation of the Borrower or without limitation for any other reason,
any payment under or in connection with this Agreement is made or falls to be satisfied in a
currency (the ‘payment currency’) other than the currency in which such payment is expressed to
be due under or in connection with this Agreement (the ‘contractual currency’) then, to the extent
that the amount of such payment actually received by the Bank, when converted into the
contractual currency at the rate of exchange, falls short of the amount due under or in connection
with this Agreement, the Borrower, as a separate and independent obligation, shall indemnify
and hold harmless the Bank against the amount of such shortfall. To the extent that the amount
of such payment actually received by the Bank, when so converted, exceeds the amount due
under or in connection with this Agreement, the Bank shall pay to the Borrower provided that it
is then in compliance with its obligations under this Agreement an amount equal to the excess.
For the purposes of this Clause, the ‘rate of exchange’ means the rate at which the Bank is able
on or about the date of such payment to purchase, in accordance with its normal practice, the
contractual currency with the payment currency and shall take into account (and the Borrower
shall be liable for) any premium and other costs of exchange including any taxes incurred by
reason of any such exchange.

13
10. TAXES

10.1 Grossing up payments

All payments to be made by the Borrower under this Agreement shall be made free and clear of
and without deduction for or on account of taxes unless the Borrower is required to make such a
payment subject to the deduction or withholding of taxes, in which case the amount payable by
the Borrower in respect of which such deduction or withholding is required to be made shall be
increased to the extent necessary to ensure that, after the making of such deduction or
withholding, the Bank receives and retains (free from any liability in respect of any such
deduction or withholding) a net amount equal to the sum which it would have received and so
retained had no such deduction or withholding been made or required to be made.

10.2 Notification
If at any time the Borrower is required by law to make any deduction or withholding from any
sum payable by it under this Agreement (or if subsequently there is any change in the rates at
which or the manner in which such deductions or withholdings are calculated), it shall promptly
notify the Bank upon becoming aware of the same.

10.3 Tax receipts

If the Borrower is required to make any deduction or withholding from any payment hereunder,
it shall pay the full amount required to be deducted or withheld to the relevant taxation or other
authority within the time allowed for such payment under applicable law and shall deliver to the
Bank within 30 days after it has made such payment to the applicable authority an original
official receipt issued by such authority and any other appropriate evidence of the payment to
such authority of all amounts so required to be deducted or withheld.

10.4 Indemnity
The Borrower shall indemnify and hold harmless the Bank against, and reimburse it on demand,
the amount of any taxes so deducted withheld or accounted for and paid by the Borrower

14
whether or not such taxes were correctly or legally assessed or demanded.

10.5 Tax credits

If the Borrower pays any increased amount under the terms of this Agreement relating to taxes
and the Bank effectively obtains a refund of tax or credit against tax by reason of that payment,
and if the Bank is able (in its sole opinion, which shall not be capable of being challenged) to
identify that refund or credit as being attributable to that payment having regard to its other
activities, then the Bank shall reimburse to the Borrower such amount as it shall determine (any
such determination being conclusive) to be the proportion of that refund or credit as will leave
the Bank after that reimbursement in no better or worse position than it would have been in if
that payment had not been required. The Bank shall not be obliged to arrange its tax affairs in
any particular manner or to disclose any information regarding its tax affairs or computations to
the Borrower.

11 CHANGES IN CIRCUMSTANCES

11.1 Illegality
If at any time it is or becomes unlawful, or contrary to any request from or requirement of any
central bank or other fiscal monetary or other authority (whether or not having the force of law),
for the Bank to make fund or allow to remain outstanding any Advance or part of the Facility,
then the Bank shall promptly after becoming aware of the same deliver to the Borrower a
certificate to that effect and:
the Bank shall not thereafter be obliged to make any Advance and its commitment shall be
reduced to zero; and
if the Bank so requires, the Borrower shall not later than such date as the Bank shall have
specified (such date not being earlier than 3 Business Days prior to the latest permitted date)
repay each advance together with accrued interest thereon and any other amounts then due to the
Bank hereunder.

12 GENERAL

15
12.1 Set-off
The Bank may, without prior notice to the Borrower, apply any credit balance (whether or not
then due and in whatever currency) which is at any time held by any office or branch of the Bank
for the account of the Borrower in or towards satisfaction of any sum then due and payable from
the Borrower under this Agreement and in respect of which a default in payment has occurred.
The Bank will promptly notify the Borrower of such application.
For the purposes of exercising any rights under this Clause, or any rights under the general law,
the Bank may convert or translate all or any part of such a credit balance into another currency
applying a rate, which in its opinion fairly reflects prevailing rates of exchange.
The Bank is not obliged to exercise any of its rights under this Clause, which shall be without
prejudice and in addition to any rights under the general law.
In this Clause ‘rights under the general law’ means any right of set off, combination or
consolidation of accounts, lien or similar right which the Bank has under any applicable law.

12.2 Assignment and Facility Offices

This Agreement shall be binding upon, and enure for the benefit of, each of the parties hereto
and their respective successors and permitted assigns (and any person to whom the Bank shall
transfer or novate any rights and/or obligations under this Agreement).
The Borrower may not assign or transfer any of its rights, benefits or obligations under this
Agreement.
The Bank may assign all or any part of its rights or benefits or transfer all or any part of its
obligations under this Agreement or any related document. The Borrower shall enter into all
documents specified by the Bank to be necessary to give effect to any such assignment or
transfer.
The Bank may disclose on a confidential basis to any actual or potential assignee or transferee of
any rights, benefits or obligations under this Agreement or any related document such
information about the Borrower and its business and financial condition as the Bank shall
reasonably consider appropriate.
The Bank may at any time and from time to time change its facility office (being the office out of

16
which it will make available and maintain its commitment and/or any advance or any part
thereof) in which event it will promptly give the Borrower notice thereof.

12.3 Notices
Every notice or other communication under this Agreement shall be in writing and may be
delivered personally or by letter, telex or facsimile transmission (forthwith confirmed by letter)
despatched as follows:
If to the Bank, at its address specified at the head of this Agreement or to the following numbers:

S.W.I.F.T. XXXXXKENYANA
Answerback
Facsimile Nairobi 714811
For the attention of: Assistant General Manager

If to the Borrower, at its address specified at the head of this Agreement or its registered or
principal office for the time being or to the following numbers:

Telex
Answerback
Facsimile
For the attention of:

or (in any case) to such other address and/or telex number and/or facsimile
number as may be notified in accordance with this Clause by the relevant party to
the other party for such purpose.

Every notice or other communication shall, subject as otherwise provided in this Agreement, be
deemed to have been received (if sent by post) 4 days after despatch and (if delivered personally
or despatched by telex subject to receiving the correct telex answerback or by facsimile

17
transmission) at the time of delivery or despatch if during normal business hours in the place of
intended receipt on a working day in that place and otherwise at the opening of business in that
place on the next succeeding such working day, provided that any notice or communication to be
made or delivered to the Bank shall be effective only on actual receipt by the Bank.

12.4 Waivers
No delay or omission on the part of the Bank in exercising any right or remedy under this
Agreement shall impair that right or remedy or operate as or be taken to be a waiver of it, nor
shall any single partial or defective exercise by the Bank or any such right or remedy preclude
any other or further exercise under this Agreement of that or any other right or remedy. The
remedies provided in this Agreement are cumulative and are not exclusive of any remedies
provided by law.

12.5 Severance
If at any time any of the provisions of this Agreement is or becomes illegal, invalid or
unenforceable in any respect under any law or regulation of any jurisdiction, neither the legality,
validity and enforceability of the remaining provisions of this Agreement nor the legality,
validity or enforceability of such provision under the law of any other jurisdiction shall be in any
way affected or impaired as a result.

12.6 Counterparts
This Agreement may be executed in any number of counterparts in which case this Agreement
will be as effective as if all signatures on the counterparts were on a single copy of this
Agreement.

12.7 Language
All notices or communications under or in connection with this Agreement shall be in English or,
if in any other language, accompanied by a translation into English certified as the Bank may
require. In the event of any conflict between the English text and the text in any other language,
the English text shall prevail.

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12.8 Law and jurisdiction
This Agreement shall be governed by and construed in accordance with the law pertaining in the
Republic of Kenya.
The Borrower irrevocably agrees for the exclusive benefit of the Bank that the courts of the
Republic of Kenya shall have jurisdiction to hear and determine any suit action or proceeding,
and to settle any disputes, which may arise out of or in connection with this Agreement and for
such purposes hereby irrevocably submits to the jurisdiction of such courts.
Nothing contained in this Clause shall limit the right of the Bank to take proceedings against the
Borrower in any other court of competent jurisdiction, nor shall the taking of any such
proceedings in one or more jurisdictions preclude the taking of proceedings in any other
jurisdiction, whether concurrently or not (unless precluded by applicable law).
The Borrower irrevocably waives any objection which it may have now or in the future to the
courts of the Republic of Kenya being nominated for the purpose of subclause (2) above and
agrees not to claim that any such court is not a convenient or appropriate forum.

IN WITNESS WHEREOF this Agreement has been duly executed by the parties the day and
year first herein before written.

SEALED with the Seal of ggggggggggggg )

in the presence of: )
)
Director )
)
Director / Secretary )

SIGNED by … …… … … … … … … for )
and on behalf of XXXXX N.A. pursuant )
to Power of Attorney Number… … … … …)
in the presence of: )

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 )
Advocate )

Drawn By:

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