Revised: 09/07/07

CLEAN CREDIT FORMAT/COUNTER GUARANTEE TEXT

Re: Loans/overdraft/Letter of Credit Facilities

1. In consideration of your agreeing to grant a [insert description] facility to [insert name and
address] ("the Obligor') in the amount of SR/US$ [insert amount in numbers and words] ("the
Facilities") we irrevocably and unconditionally confirm that upon receipt of your written demand,
through telex, swift message, fax or letter, and subject as herein mentioned, we will pay you the
amount outstanding in respect of the Facilities provided always that the amount so demanded (or the
aggregate amount of such demand and any other demands made prior thereto) does not exceed the
Limit (as defined below) and in addition thereto we hereby agree to indemnify you and hold you
harmless against all losses (including but not limited to loss of interest and/or commission), costs
(including but not limited to funding costs), claims, charges, damages and/or expenses incurred by
you whether directly or indirectly in connection with and/or arising out of the Facilities.

2. Each demand made by you under this Counter-Guarantee shall state

(a) that the amount demanded is due and payable by the Obligor in respect of the Facilities and
stating the amount thereof; and/or

(b) that you have incurred losses, costs, claims, charges, damages and/or expenses in
connection with and/or arising out of the Facilities or the enforcement or recovery thereof
and stating the amount thereof

and such demand shall be conclusive evidence in your favour that the amount or amounts demanded
by you are due and payable by us.

3. Our liability under this Counter-Guarantee, shall be limited to a maximum of SR/US$ [insert
amount in numbers and words] or the SR/US$ equivalent thereof converted at your spot rate of
exchange ("the Limit") and this Counter-Guarantee will expire at the close of business at our
counters at [insert address] on [insert date] ("the Expiry Date") without prejudice to our
continuing obligation to indemnify and guarantee you pursuant to clause 1 above for all losses
(including but not limited to loss of interest and/or commission), costs (including but not limited to
funding costs), claims, charges, damages and/or expenses.

4. We further agree that you shall be entitled at any time and from time to time during the validity
period of this Counter-Guarantee to demand that we deposit with you by way of cash collateral an
amount not exceeding the Limit. We hereby irrevocably and unconditionally undertake promptly to
comply with each and every such demand by you and irrevocably and unconditionally authorise you
to set off and apply such collateral in or towards payment of any sum or sums due under the
Facilities.

5. We shall not be discharged from our obligations in this Counter-Guarantee by any waiver and/or
delay in exercising and/or release of any of your rights and remedies against the Obligor nor by any
variation or amendment of the Facilities or any term or condition thereof.

6. All sums payable hereunder shall be paid free and clear of any withholding or deduction for or on
account of taxes, levies, imposts duty or other charge of a similar nature or any penalty in respect
thereof and if we shall be required by law to make any such withholding or deduction the sum
payable 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 you shall
receive and retain (free from liability in respect of such withholding or deduction) a net sum equal to
 the sum which you would have received if no such withholding or deduction been made or required
to be made.

7. Our obligations under this Counter-Guarantee shall not be subject to or affected by any claim,
dispute, defence or equity, between you or the Obligor and ourselves, or any third party.

8. This Counter-Guarantee shall be additional to any other guarantee, counter-guarantee or counter-

indemnity you may now or hereafter hold.

9. We hereby agree that our obligations under this letter of credit shall not be affected in any way
by any situation in which

(i) our authority or ability to conduct business is limited or wholly or substantially curtailed by any
seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf
of any governmental, regulatory or other authority or other person in relation to us or any of
our affiliates or any Account Party or any of its affiliates or any of their assets."

(ii) any relevant Government declares a moratorium as regards the payment of indebtedness, or any
class of indebtedness, by it, or by any of its ministries, departments, agencies or by any state-
owned entity to foreign investors or otherwise, or prohibits or restricts the making of payments
in foreign currency abroad or elsewhere by any affected entity. If such a situation occurs, we
hereby agree to ensure that all payments due under this letter of credit are made in full, if
necessary by using sources of funds located outside [local jurisdiction}

10. [Include only one of the following two options]:

(a) We herein confirm that we hold exchange control approval under reference number
_______________ to make payment to you under the terms of this Counter-Guarantee.
OR
(b) We confirm that there are no exchange control regulations now in effect which could affect our
ability to make payments under this Counter-Guarantee. However, if such regulations are
introduced during the lifetime of this Counter-Guarantee we shall use our best efforts to obtain
relevant approval enabling us to effect payment promptly.

11. This Counter-Guarantee shall be governed by and construed in accordance with the law of [insert
law, i.e.: England and Wales].

12. For your benefit, we irrevocably agree that the Courts of [insert country, i.e.: England] are to have
exclusive jurisdiction to settle any dispute that may arise out of or in connection with this Counter-
Guarantee and that those Courts are the most convenient and appropriate courts to settle disputes
and we will not argue to the contrary and, accordingly, any suit, action or proceeding arising out of,
or in connection with this Counter-Guarantee must be brought by us in such Courts. Nothing in this
clause shall limit your right to take proceedings against us in any other court of competent
jurisdiction nor to the extent permitted by any applicable law shall the taking of proceedings in one
or more jurisdictions preclude the taking by you of proceedings in any other jurisdiction, whether
concurrently or not.

13. We acknowledge that there have been no representations, warranties or promises made to us by or
on behalf of you or any other party and agree that none of the parties shall be bound by any
representation, warranty, promise and/or agreement which is not embodied in this Counter-
Guarantee, or any variation of the terms of this Counter-Guarantee which is not agreed in writing by
you.
14. Any notice, demand or other communication ("Notice") to be given by you to us under this Counter-
Guarantee shall be served by sending it by fax to the number set out in clause 15 or by delivering it
by hand, or sending it by pre-paid recorded delivery or special delivery, or telex or swift message as
set out in clause 15. Any notice so served by hand, fax, telex, swift message or post shall be deemed
to have been duly given:

(a) in the case of delivery by hand, when put in the post;

(b) in the case of fax , telex or swift message at the time of transmission; and/or

(c) in the case of prepaid recorded delivery or special delivery, on the Business Day following
the date of posting

In proving such service it shall be sufficient to prove that the envelope containing such notice was
properly addressed and delivered either to the address shown thereon or into the custody of the
postal authorities as a pre-paid recorded delivery or special delivery letter, or that the facsimile
transmission was made and a facsimile confirmation report was received, as the case may be.

15. Our address, telex details and fax numbers for the purpose of clause 14 are as follows:

Our address: [insert address]

Our telex: [insert telex details]

Our fax number: [insert fax number]