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);

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:

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

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).

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 re