EXPORT-IMPORT BANK LOAN AND SECURITY AGREEMENT

                                                                  EXHIBIT 10(ag)
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                 EXPORT-IMPORT BANK LOAN AND SECURITY AGREEMENT

         THIS EXPORT-IMPORT BANK LOAN AND SECURITY AGREEMENT (this "EXIM
Agreement") entered into as of June 22, 2009, with an effective date of May 31,
2009 (the "Effective Date") by and between (i) SILICON VALLEY BANK, a California
corporation, with its principal place of business at 3003 Tasman Drive, Santa
Clara, California 95054 and with a loan production office located at One Newton
Executive Park, Suite 200, 2221 Washington Street, Newton, Massachusetts 02462
("Bank") and (ii) SPIRE CORPORATION, a Massachusetts corporation, SPIRE SOLAR,
INC., a Massachusetts corporation, SPIRE BIOMEDICAL, INC., a Massachusetts
corporation, each with offices located at One Patriots Park, Bedford,
Massachusetts 01730, and SPIRE SEMICONDUCTOR, LLC, a Delaware limited liability
company (formerly known as Bandwidth Semiconductor, LLC), with offices at 25
Sagamore Park Road, Hudson, NH 03051 (jointly and severally, individually and
collectively, the "Borrower"), provides the terms on which Bank will lend to
Borrower and Borrower will repay Bank. The parties agree as follows:

         1.       ACCOUNTING AND OTHER TERMS
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                  (a) Borrower and Bank are parties to that certain Amended and
Restated Loan and Security Agreement dated as of the date hereof (as may be
amended from time to time, the "Domestic Agreement"), together with related
documents executed in conjunction therewith, (as may be amended from time to
time, the "Domestic Loan Documents").

                  (b) Borrower and Bank desire in this EXIM Agreement to set
forth their agreement with respect to a working capital facility to be
guaranteed by the EXIM Bank.

                  (c) Accounting terms not defined in this EXIM Agreement shall
be construed following GAAP. Calculations and determinations must be made
following GAAP. Capitalized terms not otherwise defined in this EXIM Agreement
shall have the meanings set forth in Section 13 of the Domestic Agreement. All
other terms contained in this EXIM Agreement, unless otherwise indicated, shall
have the meaning provided by the Code to the extent such terms are defined
therein.

         2.       LOAN AND TERMS OF PAYMENT
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         2.1      Promise to Pay. Borrower hereby unconditionally, jointly and
severally, promises to pay Bank the outstanding principal amount of all Credit
Extensions and accrued and unpaid interest thereon as and when due in accordance
with this EXIM Agreement.

         2.1.1    Revolving EXIM Advances.

                  (a) Availability. Subject to the terms and conditions of this
EXIM Agreement and to deduction of Reserves, Bank will make EXIM Advances to
Borrower up to the Availability Amount. Amounts borrowed under the Revolving
Line may be repaid, and prior to the Revolving Line Maturity Date, reborrowed,
subject to the applicable terms and conditions precedent herein.

                  (b) Termination; Repayment. The Revolving Line terminates on
the earlier of (i) the Revolving Line Maturity Date or (ii) the termination of
the Domestic Agreement, when the principal amount of all EXIM Advances, the
unpaid interest thereon, and all other Obligations relating to the Revolving
Line shall be immediately due and payable.

         2.1.2    Letters of Credit Sublimit.

                  (a) Letters of Credit. Subject to the terms of this EXIM
Agreement, Bank shall issue or have issued Letters of Credit for Borrower's
account. All Letters of Credit shall be in form and substance acceptable to Bank
in its sole discretion and shall be subject to the terms and conditions of
Bank's standard Application and Letter of Credit Agreement (the "Letter of
Credit Application"). Borrower agrees to reimburse Bank for all drawings made
under Letters of Credit immediately upon the date of such drawing. If, on the
Revolving Line Maturity Date, there are any outstanding Letters of Credit, then
on such date Borrower shall provide to Bank cash collateral in an amount equal
to 105% of the face amount of all such Letters of Credit plus all interest,
fees, and costs due or to become due in connection therewith (as estimated by
Bank in its good faith business judgment), to secure all of the Obligations
relating to said Letters of Credit. Borrower agrees to execute any further
documentation in connection
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with the Letters of Credit as Bank may reasonably request. The obligation of
Borrower to immediately reimburse Bank for drawings made under Letters of Credit
shall be absolute, unconditional, and irrevocable, and shall be performed
strictly in accordance with the terms of this EXIM Agreement, such Letters of
Credit, and the Letter of Credit Application.

                  (b) Maximum Amount. The maximum face amount of all Letters of
Credit issued hereunder, together with the aggregate amount of outstanding
Credit Extensions made pursuant to Section 2.1.1, shall not exceed the Revolving
Line.

         2.2      Overadvances. If at any time or for any reason the total of
all outstanding Credit Extensions made pursuant to this EXIM Agreement exceeds
the Availability Amount (such excess amount being an "Overadvance"), Borrower
shall immediately pay the amount of the excess to Bank, without notice or
demand. Without limiting Borrower's obligation to repay to Bank the amount of
any Overadvance, Borrower agrees to pay Bank interest on the outstanding amount
of any Overadvance, on demand, at the Default Rate.

         2.3      Payment of Interest on the Credit Extensions.

                  (a) Interest Rate; EXIM Advances. Subject to Section 2.3(b),
the principal amount outstanding under the Revolving Line shall accrue interest
at a per annum rate equal to the Prime Rate plus one and three-quarters percent
(1.75%); provided, however, that beginning with the month following the date
that Borrower provides evidence satisfactory to Bank, in its sole discretion,
that Borrower has maintained Net Income, based on the trailing three (3) month
period ending on the date of measurement, of at least One Dollar ($1.00), then,
subject to Section 2.3(b), the principal amount outstanding under the Revolving
Line shall accrue interest at a per annum rate equal to the Prime Rate plus
three-quarters percent (0.75%).

                  (b) Default Rate. Immediately upon the occurrence and during
the continuance of an Event of Default, Obligations shall bear interest at a
rate per annum which is five percentage points (5.00%) above the rate that is
otherwise applicable thereto (the "Default Rate"). Payment or acceptance of the
increased interest rate provided in this Section 2.3(b) is not a permitted
alternative to timely payment and shall not constitute a waiver of any Event of
Default or otherwise prejudice or limit any rights or remedies of Bank.

                  (c) Adjustment to Interest Rate. Changes to the interest rate
of any Credit Extension based on changes to the Prime Rate shall be effective on
the effective date of any change to the Prime Rate and to the extent of any such
change.

                  (d) 360-Day Year. Interest shall be computed on the basis of a
360-day year for the actual number of days elapsed.

                  (e) Debit of Accounts. Bank may debit the Designated Deposit
Account, for principal and interest payments or any other amounts Borrower owes
Bank when due. These debits shall not constitute a set-off.

                  (f) Payment; Interest Computation; Float Charge. Interest is
payable monthly on the last calendar day of each month. In computing interest on
the Obligations, all Payments received after 12:00 p.m. Pacific time on any day
shall be deemed received on the next Business Day. In addition, so long as any
principal or interest with respect to any Credit Extension remains outstanding,
Bank shall be entitled to charge Borrower a "float" charge in an amount equal to
three (3) Business Day's interest, at the interest rate applicable to the EXIM
Advances, on all payments received by Bank. The float charge for each month
shall be payable on the last day of the month. Bank shall not be required to
credit Borrower's account for the amount of any item of payment which is
unsatisfactory to Bank in its reasonable business judgment, and Bank may charge
Borrower's Designated Deposit Account for the amount of any item of payment
which is returned to Bank unpaid.

         2.4      Fees. Borrower shall pay to Bank:

                  (a) Commitment Fee. A fully earned, non-refundable commitment
fee, payable in accordance with the terms and conditions of the Domestic
Agreement;

                  (b) Letter of Credit Fee. Bank's customary fees and expenses
for the issuance or renewal of Letters of Credit, upon the issuance, each
anniversary of the issuance, and the renewal of such Letter of Credit; and

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                  (c) Bank Expenses. All Bank Expenses (including reasonable and
documented attorneys' fees and expenses for documentation and negotiation of
this EXIM Agreement) incurred through and after the Effective Date, when due.

         2.5      Use of Proceeds. Borrower will use the proceeds of the EXIM
Advances only for the purposes specified in the EXIM Borrower Agreement.
Borrower will not use the proceeds of the EXIM Advances for any purpose
prohibited by the EXIM Borrower Agreement.

         2.6      EXIM Guaranty. To facilitate the financing of Eligible EXIM
Accounts, the EXIM Bank has agreed to guarantee the EXIM Loans made under this
EXIM Agreement, pursuant to a Master Guarantee Agreement, Loan Authorization
Agreement and (to the extent applicable) Delegated Authority Letter Agreement
(collectively, the "EXIM Guaranty"). If, at any time after the EXIM Guaranty has
been entered into by Bank, for any reason other than due to any action or
inaction of Borrower under the EXIM Guaranty, (a) the EXIM Guaranty shall cease
to be in full force and effect, or (b) if the EXIM Bank declares the EXIM
Guaranty void or revokes any obligations thereunder or denies liability
thereunder, Borrower shall immediately repay all outstanding EXIM Advances
hereunder, and Borrower shall cash collateralize all issued and undrawn letters
of credit issued by Bank, if any. If, at any time after the EXIM Guaranty has
been entered into by Bank, for any reason other than as described in the
foregoing sentence, (x) the EXIM Guaranty shall cease to be in full force and
effect, or (y) the EXIM Bank declares the EXIM Guaranty void or revokes any
obligations thereunder or denies liability thereunder, any such event shall
constitute an Event of Default under this EXIM Agreement. Nothing in any
confidentiality agreement, in this EXIM Agreement or in any other agreement,
shall restrict Bank's right to make disclosures and provide information to the
EXIM Bank in connection with the EXIM Guaranty.

         2.7      EXIM Borrower Agreement. Borrower shall execute and deliver a
Borrower Agreement, in the form specified by the EXIM Bank (attached hereto as
Annex A), in favor of Bank and the EXIM Bank, together with an amendment thereto
approved by the EXIM Bank to conform certain terms of such Borrower Agreement to
the terms of this EXIM Agreement (as amended, the "EXIM Borrower Agreement").
When the EXIM Borrower Agreement is entered into by Borrower and the EXIM Bank
and delivered to Bank, this EXIM Agreement shall be subject to all of the terms
and conditions of the EXIM Borrower Agreement, all of which are hereby
incorporated herein by this reference. From and after the time Borrower and the
EXIM Bank have entered into the EXIM Borrower Agreement and delivered the same
to Bank, Borrower expressly agrees to perform all of the obligations and comply
with all of the affirmative and negative covenants and all other terms and
conditions set forth in the EXIM Borrower Agreement as though the same were
expressly set forth herein. In the event of any conflict between the terms of
the EXIM Borrower Agreement (if then in effect) and the other terms of this EXIM
Agreement, whichever terms are more restrictive shall apply. Borrower
acknowledges and agrees that it has received a copy of the Loan Authorization
Agreement which is referred to in the EXIM Borrower Agreement. If the EXIM
Borrower Agreement is entered into by Borrower and the EXIM Bank and delivered
to Bank, Borrower agrees to be bound by the terms of the Loan Authorization
Agreement, including, without limitation, by any additions or revisions made
prior to its execution on behalf of EXIM Bank. Upon the execution of the Loan
Authorization Agreement by EXIM Bank and Bank, it shall become an attachment to
the EXIM Borrower Agreement. Borrower shall reimburse Bank for all fees and all
out of pocket costs and expenses incurred by Bank with respect to the EXIM
Guaranty and the EXIM Borrower Agreement, including, without limitation, all
facility fees and usage fees, and Bank is authorized to debit any of Borrower's
deposit accounts with Bank for such fees, costs and expenses when paid by Bank.

         2.8      Withholding. Payments received by Bank from Borrower hereunder
will be made free and clear of any withholding taxes. Specifically, however, if
at any time any governmental authority, applicable law, regulation or
international agreement requires Borrower to make any such withholding or
deduction from any such payment or other sum payment hereunder to Bank, Borrower
hereby covenants and agrees that the amount due from Borrower with respect to
such payment or other sum payable hereunder will be increased to the extent
necessary to ensure that, after the making of such required withholding or
deduction, Bank receives a net sum equal to the sum which it would have received
had no withholding or deduction been required and Borrower shall pay the full
amount withheld or deducted to the relevant governmental authority. Borrower
will, upon request, furnish Bank with proof satisfactory to Bank indicating that
Borrower has made such withholding payment provided, however, that Borrower need
not make any withholding payment if the amount or validity of such withholding
payment is contested in good faith by appropriate and timely proceedings and as
to which payment in full is bonded or reserved against by Borrower. The
agreements and obligations of Borrower contained in this Section 2.8 shall
survive the termination of this Agreement.

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         3.       CONDITIONS OF LOANS
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         3.1      Conditions Precedent to Initial Credit Extension. Bank's
obligation to make the initial Credit Extension is subject to the condition
precedent that Bank shall have received, in form and substance satisfactory to
Bank, such documents, and completion of such other matters, as Bank may
reasonably deem necessary or appropriate, including, without limitation:

                  (a) duly executed original signatures to the Loan Documents to
which it is a party;

                  (b) the Economic Impact Certification, Loan Authorization
Notice and EXIM Bank Application Form, in each case duly executed and together
with original signatures, as applicable;

                  (c) duly executed original signatures to the completed
Borrowing Resolutions for Borrower;

                  (d) a legal opinion of Borrower's counsel dated as of the
Effective Date together with the duly executed original signatures thereto;

                  (e) payment of the fees and Bank Expenses then due as
specified in Section 2.4 hereof; and

                  (f) delivery of all such other documents as Bank reasonably
deems necessary or appropriate.

         3.2      Conditions Precedent to all Credit Extensions. Bank's
obligations to make each Credit Extension, including the initial Credit
Extension, is subject to the following:

                  (a) timely receipt of any export purchase order and an EXIM
Borrowing Base Certificate relating to the request;

                  (b) except as otherwise provided in Section 3.4, timely
receipt of an executed Transaction Report;

                  (c) the representations and warranties in Section 5 shall be
true in all material respects on the date of the Transaction Report and on the
Funding Date of each Credit Extension; provided, however, that such materiality
qualifier shall not be applicable to any representations and warranties that
already are qualified or modified by materiality in the text thereof; and
provided, further that those representations and warranties expressly referring
to a specific date shall be true, accurate and complete in all material respects
as of such date, and no Default or Event of Default shall have occurred and be
continuing or result from the Credit Extension. Each Credit Extension is
Borrower's representation and warranty on that date that the representations and
warranties in Section 5 remain true in all material respects; provided, however,
that such materiality qualifier shall not be applicable to any representations
and warranties that already are qualified or modified by materiality in the text
thereof; and provided, further, that those representations and warranties
expressly referring to a specific date shall be true, accurate and complete in
all material respects as of such date;

                  (d) in Bank's sole discretion, since the date of this EXIM
Agreement, there has not been any material impairment in the general affairs,
management, results of operation, financial condition or the prospect of
repayment of the Obligations, or there has not been any material adverse
deviation by Borrower from the most recent business plan of Borrower presented
to and accepted by Bank; and

                  (e) the EXIM Guaranty shall be in full force and effect.

         3.3      Covenant to Deliver. Borrower agrees to deliver to Bank each
item required to be delivered to Bank under this EXIM A

         3.4      greement as a condition to any Credit Extension. Borrower
expressly agrees that the extension of a Credit Extension prior to the receipt
by Bank of any such item shall not constitute a waiver by Bank of Borrower's
obligation to deliver such item, and any such extension in the absence of a
required item shall be in Bank's reasonable discretion.

         3.5      Procedures for Borrowing. Subject to the prior satisfaction of
all other applicable conditions to the making of an Advance set forth in this
EXIM Agreement, to obtain an EXIM Advance, Borrower shall notify Bank (which
notice shall be irrevocable) by electronic mail, facsimile, or telephone by
12:00 p.m. Pacific time on the Funding Date of the EXIM Advance. Together with
such notification, Borrower must promptly deliver to Bank by electronic mail or
facsimile a completed Transaction Report (if required) executed by a Responsible
Officer or his or her designee. Bank shall credit EXIM Advances to the
Designated Deposit Account. Bank may make Advances under this EXIM Agreement
based on instructions from a Responsible Officer or his or her designee or
without instructions if the Advances are necessary to meet Obligations which
have become due. Bank may rely on any telephone notice given by a person whom
Bank believes is a Responsible Officer or designee.

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         4.       CREATION OF SECURITY INTEREST
                  -----------------------------

         4.1      Grant of Security Interest. Borrower hereby grants Bank, to
secure the payment and performance in full of all of the Obligations, a
continuing security interest in, and pledges to Bank, the Collateral, wherever
located, whether now owned or hereafter acquired or arising, and all proceeds
and products thereof. Borrower represents, warrants, and covenants that the
security interest granted herein is and shall at all times continue to be a
first priority perfected security interest in the Collateral (subject only to
Permitted Liens that may have superior priority to Bank's Lien under this EXIM
Agreement). If Borrower shall acquire a commercial tort claim, Borrower shall
promptly notify Bank in a writing signed by Borrower of the general details
thereof and grant to Bank in such writing a security interest therein and in the
proceeds thereof, all upon the terms of this EXIM Agreement, with such writing
to be in form and substance reasonably satisfactory to Bank.

         Notwithstanding the foregoing, it is expressly acknowledged and agreed
that the security interest created in this EXIM Agreement in all of the
Collateral (with the exception of Export-Related Accounts Receivable,
Export-Related Inventory and Export-Related General Intangibles) is subject to
and subordinate to the security interest granted to Bank in the Domestic
Agreement and the security interest created in the Domestic Agreement with
respect to such Export-Related Accounts Receivable, Export-Related Inventory and
Export-Related General Intangibles is subject to and subordinate to the security
interest granted to Bank in this EXIM Agreement with respect to such
Export-Related Accounts Receivable, Export-Related Inventory and any
Export-Related General Intangibles.

         4.2      Authorization to File Financing Statements. Borrower hereby
authorizes Bank to file financing statements, without notice to Borrower, with
all appropriate jurisdictions to perfect or protect Bank's interest or rights
hereunder, including a notice that any disposition of the Collateral, by either
Borrower or any other Person, shall be deemed to violate the rights of Bank
under the Code. Such financing statements may indicate the Collateral as "all
assets of the Debtor" or words of similar effect, or as being of an equal or
lesser scope, or with greater detail, all in Bank's discretion.

         5.       REPRESENTATIONS AND WARRANTIES
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                  Borrower represents and warrants as follows:

         5.1      Domestic Loan Documents. The representations and warranties
contained in the Domestic Loan Documents, which are incorporated into this EXIM
Agreement by reference, are true and correct, and shall survive the termination
of the Domestic Agreement.

         5.2      EXIM Borrower Agreement. The representations and warranties
contained in the EXIM Borrower Agreement, which are incorporated by reference
into this EXIM Agreement, are true and correct in all material respects.

         5.3      Accounts Receivable.

                  (a) For each Account with respect to which EXIM Advances are
requested, on the date each EXIM Advance is requested and made, such Account
shall meet the Minimum EXIM Eligibility Requirements set forth in Section 13
below.

                  (b) All statements made and all unpaid balances appearing in
all invoices, instruments and other documents evidencing the Accounts are and
shall be true and correct and all such invoices, instruments and other
documents, and all of Borrower's Books are genuine and in all respects what they
purport to be. All sales and other transactions underlying or giving rise to
each Account shall comply in all material respects with all applicable laws and
governmental rules and regulations. Borrower has no knowledge of any actual or
imminent Insolvency Proceeding of any Account Debtor whose accounts are an
Eligible EXIM Account in any EXIM Borrowing Base Certificate. To Borrower's
knowledge, all signatures and endorsements on all documents, instruments, and
agreements relating to all Accounts are genuine, and all such documents,
instruments and agreements are legally enforceable in accordance with their
terms.

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         6.       AFFIRMATIVE COVENANTS
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         Borrower shall do all of the following:

         6.1      Domestic Loan Documents. Borrower shall comply in all material
respects with the terms and provisions of the Domestic Loan Documents, which
terms and provisions are incorporated into this EXIM Agreement and shall survive
the termination of the Domestic Agreement, which shall include, without
limitation, compliance with the financial reporting requirements set forth in
the Domestic Agreement and the financial covenants set forth in the Domestic
Agreement.

         6.2      EXIM Borrower Agreement. Borrower shall comply with all of the
terms of the EXIM Borrower Agreement, including without limitation, the delivery
of an EXIM Borrowing Base Certificate within five (5) days after the end of each
week (monthly, within five (5) days after the end of each month during a
Streamline Period) any and all notices required pursuant to the EXIM Borrower
Agreement. In the event of any conflict or inconsistency between any provision
contained in the EXIM Borrower Agreement with any provision contained in this
EXIM Agreement, the more strict provision, with respect to Borrower, shall
control.

         6.3      Terms of Sale. Borrower will, if required by EXIM Bank or
Bank, cause all sales of products on which Credit Extensions are based to be (i)
supported by one or more irrevocable letters of credit in an amount and of a
matter, naming a beneficiary and issued by a financial institution acceptable to
Bank and negotiated by Bank.

         6.4      Reporting Requirements. Borrower shall deliver all reports,
certificates and other documents to Bank as provided in the EXIM Borrower
Agreement, including, without limitation, an EXIM Borrowing Base Certificate on
a monthly basis, purchase orders and any other information that Bank and EXIM
Bank may reasonably request. In addition, Borrower shall comply with the
reporting requirements set forth in the Domestic Loan Documents.

         6.5      EXIM Insurance. If required by Bank, Borrower will obtain, and
pay when due all premiums with respect to, and maintain uninterrupted foreign
credit insurance. In addition, if requested by Bank, Borrower will execute in
favor of Bank an assignment of proceeds of any insurance policy obtained by
Borrower and issued by EXIM Bank insuring against comprehensive commercial and
political risk (the "EXIM Bank Policy"). The insurance proceeds from the EXIM
Bank Policy assigned or paid to Bank will be applied to the balance outstanding
under this EXIM Agreement. Borrower will immediately notify Bank and EXIM Bank
in writing upon submission of any claim under the EXIM Bank Policy.

         6.6      Further Assurances. Execute any further instruments and take
further action as Bank reasonably requests to perfect or continue Bank's Lien in
the Collateral or to effect the purposes of this EXIM Agreement.

         7.       NEGATIVE COVENANTS
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         Borrower shall not do any of the following without Bank's prior written
consent:

         7.1      Domestic Loan Documents. Violate or otherwise fail to comply
with any provisions of the Domestic Loan Documents, which provisions are
incorporated into this EXIM Agreement by reference, and shall survive the
termination of Domestic Agreement.

         7.2      EXIM Borrower Agreement. Violate or otherwise fail to comply
with any provision of the EXIM Borrower Agreement, including, without
limitation, the negative covenants set forth therein.

         7.3      EXIM Guaranty. Take any action, or permit any action to be
taken, that causes or, with the passage of time, could cause, the EXIM Guaranty
to cease to be in full force and effect.

         8.       EVENTS OF DEFAULT
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         Any one of the following shall constitute an event of default (an
"Event of Default") under this EXIM Agreement:

         8.1      Payment Default. Borrower fails to (a) make any payment of
principal or interest on any Credit Extension on its due date, or (b) pay any
other Obligations within three (3) Business Days after such Obligations are due
and payable (which three (3) Business Day grace period shall not apply to
payments due on the Maturity Date). During the cure period, the failure to cure
the payment default is not an Event of Default (but no Credit Extension will be
made during the cure period);

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         8.2      Covenant Default.

                  (a) Borrower fails or neglects to perform any obligation in 7;
or

                  (b) Borrower fails or neglects to perform, keep, or observe
any other term, provision, condition, covenant or agreement contained in this
EXIM Agreement or any Loan Documents, and as to any default (other than those
specified in this Section 8) under such other term, provision, condition,
covenant or agreement that can be cured, has failed to cure the default within
ten (10) days after the occurrence thereof; provided, however, that if the
default cannot by its nature be cured within the ten (10) day period or cannot
after diligent attempts by Borrower be cured within such ten (10) day period,
and such default is likely to be cured within a reasonable time, then Borrower
shall have an additional period (which shall not in any case exceed thirty (30)
days) to attempt to cure such default, and within such reasonable time period
the failure to cure the default shall not be deemed an Event of Default (but no
Credit Extensions shall be made during such cure period). Grace periods provided
under this section shall not apply, among other things, to financial covenants
or any other covenants set forth in subsection (a) above;

         8.3      Insolvency. (a) Borrower is unable to pay its debts (including
trade debts) as they become due or otherwise becomes insolvent; (b) Borrower
begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun
against Borrower and not dismissed or stayed within forty-five (45) days (but no
Credit Extensions shall be made while of any of the conditions described in
clause (a) exist and/or until any Insolvency Proceeding is dismissed);

         8.4      Domestic Default. The occurrence of an Event of Default under
the Domestic Loan Documents. The terms and provisions of Sections 6.2, 6.3, 6.4,
6.5, 6.6, 6.7, 6.8, 6.9, 6.10, 6.11 and Section 7 of the Domestic Agreement
(including the cure provisions for such Sections contained in Section 8.2
thereof) are hereby incorporated by reference and shall survive the termination
of the Domestic Agreement.

         8.5      EXIM Guaranty. If the EXIM Guaranty ceases for any reason to
be in full force and effect, or if the EXIM Bank declares the EXIM Guaranty void
or revokes any obligations under the EXIM Guaranty.

         9.       BANK'S RIGHTS AND REMEDIES
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