Uncommitted Trade Finance Facility Letter

Exhibit 10.6

		Execution Version

		CHS EUROPE SA Avenue des Morgines 12 1213 Petit-Lancy, Switzerland
		For the attention of the Directors
		June 6, 2008

Dear Sirs,

Uncommitted Trade Finance Facility Letter

We have pleasure in confirming the offer of Société Générale (“SG”) to make an uncommitted trade finance facility available to CHS EUROPE SA (the “Customer”) on the terms and conditions set out below (the “Facility”).

1. Facility

(i) Each of SG and the Customer agrees that (a) this Facility Letter, (b) the Standard Terms enclosed herewith (as amended and supplemented as provided in Schedule 3 or otherwise from time to time), (c) the security agreements as listed in Schedule 1 or as provided for under the terms of any particular transaction and (d) the terms of any particular transaction (each a “Transaction”) shall form a single agreement between SG and the Customer (hereinafter together called the “Facility Documents”) and the parties would not otherwise enter into any Transaction. In the event of any inconsistency between the terms of the Facility Letter and the Standard Terms, the terms of the Facility Letter shall prevail. In the event of any inconsistency between the terms of any Transaction and either of the Facility Letter and the Standard Terms, the terms of such Transaction shall prevail. Each of the Customer and SG intend that any transactions between them in relation to trade finance whether or not referring to this Facility Letter shall be subject to the Facility Documents and be part of the Facility unless specifically stated otherwise.

(ii) The Customer acknowledges that the Facility is an uncommitted revolving commodities trade finance facility on the terms of the Facility Documents and that SG shall have no obligation to provide or to continue to provide all or any of the facilities included hereunder.

(iii) In the event that the Customer wishes to enter into a particular transaction with SG, the Customer shall contact SG for the purposes of agreeing the terms relating to such particular transaction. If agreed, the terms of any Transaction shall be confirmed in writing by exchange of fax, telex or tested telex, email or letter each of which such documents shall constitute Facility Documents as described in (i) above.

(iv) The Customer acknowledges that it is a condition precedent (among others) to the availability of the Facility that CHS Inc. (USA) (the “ Ultimate Parent ”) issues an independent first demand guarantee governed by US law to the benefit of SG to guarantee the obligations of the Customer under the Facility for an amount up to USD 12,000,000 (the “ Ultimate Parent Guarantee ”).

2. Purpose

The Facility will be used by the Customer to finance its general commodities trading activity.

3. Availability

Without prejudice to any of the terms of this Facility Letter or any of the Facility Documents, this Facility shall be available upon satisfaction of the conditions precedent listed in Schedule 1.

4. Facility Amount

(i) The amount of the Facility shall be in a maximum total aggregate amount of up to USD 60 000 000 (Sixty Million United States dollars) subject to the following sub-limits:

(1) sub-limit of USD 60,000,000 for issuing documentary letters of credit and/or documentary stand-by letters of credit with a maximum duration of 60 days inclusive of deferred payment terms, if any;

(2) sub-limit of USD 60,000,000 for advances or overdrafts for the financing of the documentary letters of credit and/or documentary stand-by letters of credit issued under paragraph 4(i) (1) when such letters of credit are drawn and for a maximum duration of 60 days; presentation of full set of Bill of lading (3/3) at SG counters and issued at SG order or blank endorsed, for presentation by SG to the end-buyers bank for payment.

(3) sub-limit of USD 60,000,000 for documentary collections for a maximum duration of 60 days; presentation of full set of Bill of lading (3/3) at SG counters and issued at SG order or blank endorsed, for presentation by SG to the end-buyers bank for payment.

(4) sublimit of USD 60,000,000 for the discount of receivables for a maximum duration of 90 days on acceptable counterparties and/or acceptable financial instruments

(documentary letters of credit and/or documentary stand-by letters of credit and/or Bank guarantee).

The commitment rate for utilizations under these paragraphs 4(i) (1) to (4) shall not exceed 100 % of the Cost Insurance Freight (CIF) Incoterm value of the relevant documents.

(5) sublimit of USD 20,000,000 for Inventory financing

(a) Preshipment Inventory financing in Russia and/or Ukraine to be used for advances and overdrafts and for a maximum duration of 180 days on the basis of acceptable documents (FCR, warrant, warehouse receipt) issued by acceptable warehouses, and provided that and without limitation, the Customer (i) pledges the goods to SG, (ii) delegated their commercial insurance to SG and/or political insurance (if any) and (iii) assigns to SG its rights to receive proceeds under certain sale contracts and/or invoices, when issued.

The commitment rate for utilizations under this paragraph shall not exceed 85 % of the purchase price invoice value (+ the eventual cost of transportation of the goods from inland silo to port silo).

(b) Presold Inventory financing at destination (EMEA region) to be used for advances and overdrafts and for a maximum duration of 180 days on the basis of acceptable documents (FCR, warrant, warehouse receipt) issued by acceptable warehouses, and provided that and without limitation, the Customer (i) pledges the goods to SG, and (ii) delegates their commercial insurance to SG and/or political insurance (if any).

The commitment rate for utilizations under this paragraph shall not exceed 100 % of the sale price invoice value.

(6) sublimit of USD 10,000,000 for initial and margin call financing related to lots hedged on Futures under a tripartite Security Agreement over Hedging Account with Newedge or acceptable broker with a segregated Bank Account Assignment to SG and for a maximum duration of 210 days. The Futures lots shall be related to physical goods financed by SG (inventory, BL).

The commitment rate for utilizations under this paragraph shall not exceed 100 % of the nominal amount request provided by the broker.

(7) unsecured sublimit of USD 5,000,000 for financing of working capital needs, VAT receivables, railway bills and for issuance of guarantees, issuance of bid and performance bonds for a maximum duration of 180 days.

(ii) Any annual or other adjustment to the terms of the Facility which may be agreed from time to time between the Customer and SG shall be recorded in a written amendment to this Facility Letter.

5. Interest, Fees and Expenses

Interest, fees and expenses in relation to the Facility will be charged as more particularly set out in Schedule 2.

6. Termination

Without prejudice to the terms of Clause 1(ii), the Customer accepts that SG may in its sole and absolute discretion upon 45 calendar days prior notice in writing inform the Customer that the Facility shall no longer be available and the Customer agrees that such notice period shall be a reasonable time for it to obtain alternative similar financing from other sources. Notwithstanding that SG notifies the Customer that the Facility is no longer available hereunder, any outstanding amounts shall continue to be governed by and subject to the terms of the Facility Documents.

7. Notices

Any notice or communication between the parties hereto in connection with this Agreement shall be made to the addresses given in Schedule 4(a).

8. Governing Law and Jurisdiction

(i) This Facility Letter shall be governed by and construed in accordance with English law.

(ii) Each of the Customer and SG submits to the jurisdiction of the High Court of England. Each of the Customer and SG irrevocably appoints to act as its agent for service of process the entity stated in Schedule 4(b).

9. Validity of this Proposal

The offer made by SG under the terms of this Facility Letter may be accepted by you within 15 days from the date hereof. Should you wish to accept this offer please sign and return a copy this letter.

Yours faithfully,

The Customer hereby acknowledges receipt of the Standard Terms and agrees and accepts such terms as supplemented or varied by the terms of this Facility Letter

Schedule 1

Conditions Precedent

To the extent not already provided to SG in form and content satisfactory to SG:

(i) certificate of incorporation of the Customer together with evidence of the registered address of the Customer;

(ii) certified copy of the Memorandum and Articles or By-laws of the Customer;

(iii) copy of the latest annual report or audited financial statements of the Customer;

(iv) list of the Directors of the Customer;

(v) certified copy of the board resolution of the Customer approving the terms and conditions of the Facility Documents and authorizing a named person to execute and deliver the Facility Documents for and on behalf of the Customer;

(vi) certified copy of the board resolution of the Ultimate Parent approving the terms and conditions of the Ultimate Parent Guarantee and authorizing a named person to execute and deliver the Ultimate Parent Guarantee for and on behalf of the Ultimate Parent;

(vii) a certificate of the Customer (signed by a director) confirming that any form of borrowing under the Facility would not cause any borrowing or similar limit binding on the Customer to be exceeded;

(viii) a certificate of the Ultimate Parent (signed by the Executive Vice President and Chief Finance Officer) confirming that guaranteeing the Facility would not cause any guaranteeing or similar limit binding on the Ultimate Parent to be exceeded;

(ix) a duly executed copy of the Facility Letter;

(x) duly executed copies of the following security agreements

	(a)		Security Deed;
	(b)		Ultimate Parent Guarantee;
	(c)		Pledge on goods in Russia (if any) and related legal opinion;
	(d)		Pledge on goods in Ukraine (if any) and related legal opinion;
	(e)		Tripartite Security Agreement over Hedging Account (if any);
	(f)		Bank Account Assignment related to Tripartite Hedging Agreement (if any);
	(g)		Insurance certificate evidencing that SG has been named loss payee under all relevant Insurance Policies (commercial and political) and evidencing the maturity of the insurance cover.

each of which together with any security agreement which may be entered into from time to time in relation to a Transaction referred to as a “Security Agreement”;

(xi) evidence of appointment of an agent of service of process;

(xii) a legal opinion issued by an external legal counsel in the Switzerland as to the capacity of the Customer to enter into and perform the Facility Documents together with confirmation of the legality, validity and enforceability of the obligations of the Customer hereunder and thereunder; and

(xiii) a legal opinion issued by an external legal counsel in the USA as to the capacity of the Ultimate Parent to enter into and perform the Ultimate Parent Guarantee together with confirmation of the legality, validity and enforceability of the obligations of the Ultimate Parent thereunder.

Schedule 2

Interest Fees and Expenses

(a) Interest will be payable with respect to each advance or overdraft made pursuant to the Facility as follows:

(i) with respect to each advance, the rate determined by SG to be LIBOR for the term of the advance plus :

	•		1.05% per annum under the secured sub-limits.
	•		0.80% per annum under the unsecured sub-limit of USD 5,000,000.

Such interest will be payable on the due date for repayment of the advance; and

(ii) with respect to overdraft,

	•		1.05% per annum above SG’ base lending rate under the secured sub-limits.
	•		0.80% per annum above SG’ base lending rate under the unsecured sub-limit of USD 5,000,000.

Such interest will be payable monthly in arrears.

(b) Unless otherwise stated, fees will be charged for Letters of Credit, Standby Letters of Credit and Letters of Indemnity, Inventories as follows:

(i) with respect to each letter of credit, 1 per mille flat per quarter of the face value of each letter of credit, with a minimum charge of USD 500, payable upon opening of each letter of credit;

(ii) with respect to each documentary standby letter of credit, 1 per mille flat per quarter of the face value of each L/C, with a minimum charge of USD 500, payable upon opening of each standby letter of credit;

(iii) with respect to import letter of credit documentary collections, USD 600 per each remittance;

(iv) with respect to export letter of credit documentary collections or cash against documents documentary collections, USD 600 per each remittance;

(v) with respect to inventory financing, USD 500 payable per each lot remittance of warehouse receipt documents;

(vii) with respect to transfer of funds abroad, USD 150 per each transfer, plus whatever other specific charges may be agreed on a case by case basis; and

(viii) with respect to amendments of any of the above, fees and out of pocket expenses (i.e. telex, courier costs) shall be charged in accordance with the standard tariffs of SG, as amended from time to time.

(c) A Facility Set Up fee of 15 000 USD will be paid flat on the closing date of the Facility Letter.

Schedule 3

Amendments to Standard Terms

(1) The following amendments shall be made to the Standard Terms:

      Sub-clause 2 (vii) ( Letters of Credit ) shall be replaced by the following wording:

(vii) Without prejudice to any other right which SG may have under any other Facility Document, (a) until the Customer makes due payment to SG of all moneys due and payable to SG from the Customer in respect of any Letter of Credit or any Facility Document all documents received by SG or its agents under any Letter of Credit and the goods represented thereby shall be held by SG as security or (b) following an Event of Default by the Customer under any Letter of Credit or any Facility Document, the Customer hereby irrevocably authorises SG to give all such orders as to shipment destination and delivery of any such goods as the Customer could give and to make any direct arrangement with the sellers or shippers or carriers as SG may, at its discretion think fit, including the variation or discharge of any contract, without any liability on the part of SG for any loss arising out of any such order or arrangement as aforesaid.

      Sub-clause 3(b) ( Letters of Indemnity ) shall be replaced by the following wording:

(b) the Customer will use its best endeavours to obtain each bill of lading or other document relating to the goods concerned with all necessary endorsements, to produce the same to each relevant shipping company or forwarding agent concerned or to SG as may be necessary, and to procure the prompt release and discharge of SG from the relevant letter of indemnity, guarantee or agreement and the return of such document to SG duly cancelled. The Customer further authorises SG to endorse in the name of the Customer any relevant bill of lading or other document, so that the same may be delivered directly by SG to the relevant shipping company or forwarding agent.

      Sub-clause 4(ii) (a) ( Advances and Overdrafts ) shall be replaced by the following wording:

(a) any request for a short term advance must be received by SG not later than 11:00 am (Paris time) one Paris business days prior to the date of the requested advance and shall specify (1) the date on which the requested short term advance is to be made, (2) the amount and currency of the short term advance, (3) the term of the short term advance and (4) the account number to be credited;

Sub-clause 5(iv) (h) ( Collections, Acceptances and Discount of Promissory Note and Bills of Exchange ) shall be replaced by the following wording:

(h) without prejudice to the generality of the powers and discretions of SG, when handling all or any of the above transactions, the Customer hereby authorises SG or any of its managers or agents, at its or their absolute discretion, to take any actions including but not limited to the following: (a) until the Customer makes due payment to SG of all moneys due and payable to

SG from the Customer in relation to any of the above transactions, (1) to convert into United States dollars by telegraphic remittance or otherwise at its discretion any moneys received by SG under of by virtue of such document and debit the account of the Customer with all costs, charges and losses on exchange thereby incurred and (2) accept or pay for the account of the Customer any draft drawn under any credit facility afforded by SG to the Customer; and (b) following an Event of Default by the Customer in relation to or under any of the above transactions, (1) to take conditional acceptance of any bill (including acceptance for honour) or extend the due date for payment thereof upon such conditions as SG or any of its mangers or agents think fit (2) to accept payment from any drawee or acceptor before maturity under rebate or discount (3) to accept partial payment before maturity and deliver a proportionate part of the relevant goods to any drawee or acceptor of the relevant bill or any consignee of such goods;

      The following sub-clauses (h), (i) and (j) shall be added to Clause 8 ( Representations and Warranties ):

(h) it has complied in all material respects with all tax laws in all jurisdictions in which it is subject to tax and has paid all taxes due and payable by it and no claims are being asserted against it in respect of taxes except in relation to tax liabilities arising in the ordinary course of its trading activities or claims contested in good faith and in respect of which adequate provision has been made and disclosed in the latest financial statements or other information delivered to SG;

(i) the execution by it of the Facility Documents and the exercise of its rights and the performance of its obligations under the Facility Documents will not result in the creation of, or any obligation to create, any Security Interest over or in respect of any of its assets other than in favour of SG and no Security Interest exists or will come into existence over any part of the assets of the Customer that are subject to a Security Interest created or purported to be created under any Facility Document; and

(j) it has not taken any action nor (to the best of its knowledge and belief) have any steps been taken or legal proceedings been started or threatened against it for its winding-up, dissolution or re-organisation, for the enforcement of any Security Interest over its assets or for the appointment of a liquidator, supervisor, receiver, administrator, administrative receiver, compulsory manager, trustee or other similar officer of it or in respect of any of its assets, nor, to its best knowledge and belief, have any of the foregoing events occurred which might have an adverse effect on the Facility Documents.

      Sub-clause 9 (d) ( Undertakings ) shall be replaced by the following wording:

(d) the Customer undertakes to sign, execute and deliver any transfer, deed or other document which SG may reasonably require the Customer or any other person to sign, execute and deliver for giving full effect to the terms of any Facility Document or any other relevant document or for taking or evidencing security over goods, documents or other property or for perfecting the title of SG to goods, documents or other property or for vesting the same in any purchaser or purchasers from SG or otherwise;

      Sub-clause 10 (i) (e) ( Events of Default ) shall be replaced by the following wording:

(e) the Customer (1) is dissolved; (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditor’s rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consents to, approval of, or acquiescence in, any of the foregoing acts; or (10) is or may be prevented by the declaration of a moratorium, standstill, waiver, deferral or rescheduling from making any present or future payments due under any Facility Document or any step is taken by any person with a view to the seizure, compulsory acquisition, expropriation or nationalisation of all or any material part of the assets of the Customer;

      Sub-clause 11 (i) ( Undertakings ) shall be replaced by the following wording:

(i) In addition to any right of set-off or general lien or other right to which SG may be entitled by law, SG may at any time at its discretion with 24 hours notice to the Customer debit any account of the Customer or combine or consolidate all or any of the accounts which the Customer may have with SG with any moneys or liabilities (including contingent liabilities) outstanding or owing or unpaid to SG by the Customer and set-off any sums standing from time to time to the credit of any account of the Customer with SG in or towards payment of the liabilities of the Customer to SG under any Facility Documents. SG is hereby authorised to purchase with the moneys standing to the credit of any account such other currencies as may be necessary to effect such application or set-off.

      Sub-clauses (i), (ii) and (iv) of Clause 15 ( Miscellaneous ) shall be replaced by the following wording:

(i) SG may at any time assign any of its rights or transfer by novation all or a portion of its rights and obligations under any of the Facility Documents to one or more banks or financial institutions and SG shall inform the Customer in writing following such assignment or novation. The Customer shall not assign or delegate any of its rights or obligations hereunder without the prior written consent of SG and any attempted assignment by the Customer without such consent shall be null and void.

(ii) The Customer hereby irrevocably and unconditionally appoints SG (with full power of delegation) in the name and on behalf of the Customer to execute, seal and deliver and otherwise perfect and do any deed, agreement, instrument, act or thing which the Customer ought reasonably to execute and do under the provisions of any of the Facility Documents or which may be reasonably required or deemed proper by SG for any purpose in respect of the perfection or realisation of any Security Interest.

(iv) Any settlements or discharge between SG and the Customer shall be conditional upon no security or payment to SG by the Customer or any other person being avoided or set aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency or liquidation for the time being in force and SG shall be entitled to recover from the Customer the amount of any such payment as if such settlement or discharge had not occurred.

(2) The Standard Terms shall be amended only as set out above and otherwise shall remain in full force and effect.

Schedule 4(a)

Notices

To the Customer:

CHS EUROPE SA
Avenue des Morgines 12
1213 Petit-Lancy
Switzerland

To SG:

Société Générale,
Tour Société Générale,
17 cours Valmy,
92987 Paris La Défense 7 Cedex,
France

Attention: CTY/FIN/COR

Schedule 4(b)

Agent for Service of Process

The Customer appoints

[The Law Debenture Corporate Services Limited at Fifth Floor 100 Wood Street London EC2V 7EX in the United Kingdom]

SG appoints

SOCIETE GENERALE
SG House
41 Tower Hill
London EC3N 4SG

Attention: Head of Legal

		Execution Version

STANDARD TERMS FOR UNCOMMITTED TRADE FINANCE FACILITY

1. General

(i) In consideration of SOCIETE GENERALE (“ SG ”) acting through its Paris or London offices from time to time issuing or confirming letters of credits, standby letters of credit, letters of indemnity, making available short term advances and overdraft facilities, issuing guarantees, bid and performance bonds, discounting promissory notes, bills of exchange and other receivables or otherwise making available to CHS EUROPE SA (the “Customer”) banking facilities of whatever nature (the “ Facility ”) as more particularly described in the facility letter from SG to the Customer (the “ Facility Letter ”), the Customer hereby agrees that these terms and conditions for trade finance facilities (the “ Standard Terms ”) shall apply to the Facility unless otherwise specifically agreed in writing between the Customer and SG.

(ii) In the event that the Customer wishes to enter into a particular transaction with SG pursuant to the Facility, the Customer shall contact SG for the purposes of agreeing the terms relating to such particular transaction. If agreed, the terms of such transaction shall be confirmed in writing by exchange of fax, telex or tested telex, email or letter. Each of the Facility Letter and these Standard Terms together with any security or other agreement or instruments relating to the Facility and fax, telex or tested telex, email or letter confirming the terms of any particular transaction shall be hereinafter called the “ Facility Documents ”).

(iii) Notwithstanding anything appearing in the Facility Documents or any course of dealing between the Customer and SG, the Customer accepts that the Facility is uncommitted and that SG shall have no obligation to provide or to continue to provide all or any of the facilities included hereunder.

(iv) The Facility Documents shall be read and construed as one and the same agreement.

2. Letters of Credit

(i) The Uniform Customs and Practice for Documentary Credits of the International Chamber of Commerce (ICC Publication UCP N°500)(as amended from time to time) shall apply to letters of credit opened by SG (each a “ Letter of Credit ”).

(ii) Letters of Credit may be opened by SG at the written request of the Customer.

(iii) The Customer authorises SG to accept and pay for its account all drafts drawn under and tendered or negotiated pursuant to any Letter of Credit.

(iv) The Customer authorises SG in respect of all payments made by SG under any Letter of Credit (including any red clause Letter of Credit) to forthwith debit any such amount paid to the account of the Customer with SG. Unless otherwise provided in the Facility

Letter or specifically agreed, the Customer undertakes to ensure that it shall maintain a credit balance on its account sufficient to cover any payment due under any Letter of Credit as and when such amounts may be due. In the event that SG receives any amount in relation to the transaction underlying the Letter of Credit whether through assignment of any contract, assignment of any letter of credit or otherwise prior to the date of payment by SG under such Letter of Credit, unless otherwise specifically agreed, the Customer hereby instructs SG to transfer such amount pending such payment to an account opened by SG in its own name and identified as “Compte de Gage-Espèces référence CHS EUROPE SA”.

(v) If SG opens a Letter of Credit through a confirming correspondent, the Customer will indemnify SG against all liabilities to such correspondent under or in respect of such Letter of Credit.

(vi) The Customer agrees that any action taken by SG or by any of its correspondents or agents under or in connection with any Letter of Credit or the relevant drafts, instruments or demands, documents or goods, or in action or omission thereof, if taken in good faith, shall be binding on the Customer and shall not put SG or its correspondents or agents under any resulting liability to the Customer.

(vii) Without prejudice to any other right which SG may have under any other Facility Document, (a) until the Customer makes due payment to SG of all moneys due and payable to SG from the Customer in respect of any Letter of Credit or any Facility Document all documents received by SG or its agents under any Letter of Credit and the goods represented thereby shall be held by SG as security or (b) following an Event of Default by the Customer under any Letter of Credit or any Facility Document, the Customer hereby irrevocably authorises SG to give all such orders as to shipment destination and delivery of any such goods as the Customer could give and to make any direct arrangement with the sellers or shippers or carriers as SG may, at its discretion think fit, including the variation or discharge of any contract, without any liability on the part of SG for any loss arising out of any such order or arrangement as aforesaid.

3. Letters of Indemnity

The Customer may request SG to countersign letters of indemnity or guarantees or otherwise enter into agreements with shipping companies or forwarding agents in order to enable the Customer to obtain delivery of goods without production of a relevant bill of lading or other document or to cover any discrepancy. The Customer agrees in respect of each such letter of indemnity or guarantee or agreement countersigned or given by SG that:

(a) the Customer will at all times indemnify SG against any liability arising directly or indirectly from any such letter of indemnity, guarantee or agreement and against all liabilities, claims, costs and expenses whatsoever to which SG may become exposed in respect thereof;

(b) the Customer will use its best endeavours to obtain each bill of lading or other document relating to the goods concerned with all necessary endorsements, to produce the same to each relevant shipping company or forwarding agent concerned or to SG as may be necessary, and to procure the prompt release and discharge of SG from the relevant letter of indemnity, guarantee or agreement and the return of such document to SG duly cancelled. The Customer further authorises SG to endorse in the name of the Customer any relevant bill of lading or other document, so that the same may be delivered directly by SG to the relevant shipping company or forwarding agent; and

(c) until release and discharge of SG from the relevant indemnity, guarantee or agreement and the due honour and discharge by the Customer of all drafts relevant to the goods concerned, the bills of lading or other documents of title shall, on their receipt by the Customer if made out to the Customer or to the Customer’s order, be endorsed to SG or as SG may direct and to no other person, firm, bank or corporation, and in any event the said goods and the proceeds of sale thereof shall be held by the Customer as agent for and on behalf of SG.

4. Advances and Overdrafts

(i) Upon request from the Customer, SG may (in its absolute discretion and upon such particular conditions as it may require) agree to make cash advances or provide overdraft facilities to the Customer for its general corporate purposes. Such advances may be made (a) for short term financing requirements (b) in respect of collections, acceptances or cash against documents (c) for freight or shipping costs (d) for stock financing (e) for initial or variation margin or (f) on a general overdraft basis.

(ii) In respect of short term advances:

(a) any request for a short term advance must be received by SG not later than 11:00 am (Paris time) one Paris business days prior to the date of the requested advance and shall specify (1) the date on which the requested short term advance is to be made, (2) the amount and currency of the short term advance, (3) the term of the short term advance and (4) the account number to be credited;

(b) without prejudice to the uncommitted nature of the Facility, SG shall only consider funding short term advances if (1) the sum of all outstanding short term advances and other outstandings do not exceed the relevant Facility Limit and (2) the representations and warranties under Clause 8 are true and accurate;

(c) the Customer acknowledges that any request for an advance is irrevocable; and

(d) SG shall be entitled to assume without enquiry (1) the genuineness of any request for a short term advance purporting to be signed by an authorised signatory of the Customer and (2) that the authority of each authorised signatory

has not been revoked or curtailed in any way unless and until SG shall have received ten days written notice of such revocation or curtailment.

5. Collections, Acceptances and Discount of Promissory Notes and Bills of Exchange

(i) Save as otherwise agreed, all collections which SG makes on behalf of the Customer of any documents or drafts in connection therewith shall be subject to the Uniform Rules for Collection, 1995 Revision, International Chamber of Commerce Publication No. URC 522 (or any modification, amendment or replacement thereof for the time being in force).

(ii) The Customer agrees that in handling any collection SG shall not be under any responsibility beyond its obligation to act in good faith and to exercise reasonable care in accordance with the relevant collection instruction from the Customer.

(iii) The Customer agrees that whether SG is acting as collecting bank, remitting bank or presenting bank, SG shall (unless otherwise specifically agreed and subject only to Clause 5(ii)) retain full recourse against the Customer in respect of any amount advanced against documents (which amount shall be an advance as described in Clause 4(i)(b)).

(iv) Without prejudice to any of other rights, powers and remedies of SG, whether conferred on SG hereunder or otherwise, the Customer hereby agrees that (inter alia) the following conditions shall apply to all transactions whereby SG has purchased or may hereafter from time to time purchase or negotiate any bill of exchange or promissory note (each hereinafter called a “bill”) drawn or endorsed by the Customer accompanied by shipping or other documents:

(a) if SG or its agent deems it inadvisable to deliver up any shipping or other document upon acceptance of any bill, SG is hereby authorised to deliver it only upon payment, notwithstanding that such procedure may be contrary to any previous instructions of the Customer;

(b) unless SG has accepted the express instructions of the Customer to the contrary, SG shall have the right at all times on the request of any drawee to delay presentation of any bill for acceptance or for payment, and such delay shall not affect the liability of the Customer to SG in respect of such bill;

(c) if any bill payable in a foreign country is paid by the drawee or acceptor in the local currency of such country or if currency regulations in such country prohibit or restrict the transmission of funds from such country, then the Customer will pay to SG in Paris or London as appropriate the amount of such bill in the currency in which it is drawn, together with any charges and expenses that SG may have incurred;

(d) the holding by SG of any security additional or collateral to any bill shall not prejudice its rights on such bill in case of dishonour and any recourse or

proceedings taken by SG thereon or the giving of time by SG or the making of any arrangements with or accepting any composition from any party to such bill shall not affect the title of SG to any such security or the liability of the Customer under such bill or under these Standard Terms;

(e) if any bill is dishonoured by non-acceptance or non-payment, then SG is hereby authorised to dispose of the goods to which such bill relates at its discretion and at the sole risk and expense of the Customer, without being under any responsibility in respect of such disposal, provided only that, if required by the instructions accompanying the bill, before making such disposal SG shall notify the Customer or its agent. SG is free at its discretion to protest any bill, which is dishonoured, and to take any other step it may think necessary to protect its interest therein;

(f) the acceptance by SG of any shipping document relevant to any bill shall be without prejudice to the liability of the Customer on such bill if it is dishonoured for any reason whatsoever and the proceeds of the goods are insufficient to cover the amount thereof plus interest, expenses and commission;

(g) notwithstanding that SG may have debited the Customer with the amount of any bill, the Customer hereby authorises SG in its absolute discretion, at any time when the Customer is actually or contingently liable to SG on any account or in respect of any transaction whatsoever, to commence and continue any proceedings and to take any steps for the recovery from the acceptors or endorsers of any such bill of any amount due in respect thereof; and

(h) without prejudice to the generality of the powers and discretions of SG, when handling all or any of the above transactions, the Customer hereby authorises SG or any of its managers or agents, at its or their absolute discretion, to take any actions including but not limited to the following: (a) until the Customer makes due payment to SG of all moneys due and payable to SG from the Customer in relation to any of the above transactions, (1) to convert into United States dollars by telegraphic remittance or otherwise at its discretion any moneys received by SG under of by virtue of such document and debit the account of the Customer with all costs, charges and losses on exchange thereby incurred and (2) accept or pay for the account of the Customer any draft drawn under any credit facility afforded by SG to the Customer; and (b) following an Event of Default by the Customer in relation to or under any of the above transactions, (1) to take conditional acceptance of any bill (including acceptance for honour) or extend the due date for payment thereof upon such conditions as SG or any of its mangers or agents think fit (2) to accept payment from any drawee or acceptor before maturity under rebate or discount (3) to accept partial payment before maturity and deliver a proportionate part of the relevant goods to any drawee or acceptor of the relevant bill or any consignee of such goods;

(v) For the avoidance of doubt and without prejudice to any other rights which SG may have under any of the Facility Documents, the Customer confirms that, in the event that any advance or overdraft facilities are made available to the Customer in relation to any collection, acceptance or discount of promissory note or bill of exchange, SG is irrevocably authorised to apply any monies received from any third party pursuant to such collection, acceptance or discount directly to the discharge of such advance or overdraft.

6. Repayment

The Customer shall pay to SG on demand or on their respective due dates all moneys and liabilities whatsoever which now are or at any time hereafter may be due, owing or payable, in any currency, to SG by the Customer, actually or contingently, jointly or severally with another or others, as principal or surety, on any account, with reference to any bill, note or other security, in connection with any advance, loan, credit, facility, guarantee or indemnity made or issued to or at the request of the Customer, or in any other manner whatsoever, including commission, discount and all banking, legal and other fees, costs, charges and expenses whatsoever (on a full indemnity basis), and also interest on the foregoing, and including, without prejudice to the generality of the above, all amounts whatsoever which the Facility Letter provides are to be paid by the Customer to SG.

7. Interest

(i) Interest on all amounts payable by the Customer to SG shall be payable at the rate stated in the Facility Letter or at such rate as may otherwise from time to time be agreed. If there has been no agreement on a rate, such rate shall be a rate determined by SG as its cost of funding plus such margin for the Customer as has been applied for similar previous transactions. Interest shall accrue from day to day and shall be calculated on such basis and be payable at such times as SG may determine in accordance with its usual practice.

(ii) If the Customer fails to pay any sum when due, such overdue amount shall bear interest from the due date of payment until the actual date of payment at a rate per annum equal to the rate applicable to overdrafts specified in the Facility Letter plus 2% (two percent). Such interest shall be compounded monthly and calculated for the actual number of days elapsed on the basis of a 360-day year.

8. Representations and Warranties

     (i) The Customer hereby represents and warrants as of the date that any request is made to SG under the Facility Letter that:

(a) it is duly incorporated, validly existing and in good standing under the laws of the place of its incorporation and the documents which contain or establish its constitution contain provisions which authorise the Customer to enter into the Facility Documents and to perform the transactions contemplated thereunder, and all necessary corporate or other action has been taken by the Customer to so authorise such acts;

(b) the obligations of the Customer under the Facility Documents constitute the legal, valid, binding and enforceable obligations of the Customer;

(c) the entry into the Facility Documents and the performance by the Customer of the terms thereof do not and will not constitute a breach of any law, decree, enactment instrument or contract binding on the Customer or any of its assets and will not result in the creation or imposition of any charge or encumbrance over any such assets;

(d) no authorisation, approval, consent, licence, exemption, registration, recording, filing or notarisation and no payment of any duty or tax and no other action whatsoever which has not been duly and unconditionally obtained, made or taken is necessary or desirable to ensure the validity, enforceability or priority of the liabilities and obligations of the Customer or the rights and interests of SG under any of the Facility Documents and the Customer has complied with all necessary exchange control regulations and will promptly procure, or cause to be procured, any necessary import or export licence or other permit;

(e) no Event of Default has occurred or is continuing and the Customer is not in default under any instrument or contract binding on it or any of its assets which might have a material adverse effect on the business, assets or financial condition of the Customer or its ability to perform its obligations under any of the Facility Documents;

(f) there are no proceedings or claims pending or threatened before any court or tribunal or other authority which in any case might have a material adverse effect on the business, assets or condition of the Customer or its ability to perform its obligations under any of the Facility Documents;

(g) the audited financial statements of the Customer which have been submitted to SG for the purposes of enabling SG to assess the creditworthiness of the Customer have been prepared on the basis of generally accepted accounting principles consistently applied, are complete, true and fair and accurately disclose all liabilities (actual and contingent) of the Customer and the Customer has disclosed to SG all information relating to itself and all other relevant parties which the Customer knows and which is material to be known to SG in the context of the transactions herein contemplated;

(h) it has complied in all material respects with all tax laws in all jurisdictions in which it is subject to tax and has paid all taxes due and payable by it and no claims are being asserted against it in respect of taxes except in relation to tax liabilities arising in the ordinary course of its trading activities or claims contested in good faith and in respect of

which adequate provision has been made and disclosed in the latest financial statements or other information delivered to SG;

(i) the execution by it of the Facility Documents and the exercise of its rights and the performance of its obligations under the Facility Documents will not result in the creation of, or any obligation to create, any Security Interest over or in respect of any of its assets other than in favour of SG and no Security Interest exists or will come into existence over any part of the assets of the Customer that are subject to a Security Interest created or purported to be created under any Facility Document; and

(j) it has not taken any action nor (to the best of its knowledge and belief) have any steps been taken or legal proceedings been started or threatened against it for its winding-up, dissolution or re-organisation, for the enforcement of any Security Interest over its assets or for the appointment of a liquidator, supervisor, receiver, administrator, administrative receiver, compulsory manager, trustee or other similar officer of it or in respect of any of its assets, nor, to its best knowledge and belief, have any of the foregoing events occurred which might have an adverse effect on the Facility Documents.

9. Undertakings

The Customer undertakes that until all its liabilities to SG under the Facility Documents have been fully discharged:

(a) the liabilities of the Customer under the Facility Documents will rank at least pari passu in point of priority and security with all other unsecured unsubordinated liabilities of the Customer except (i) liabilities which are subject to liens or rights of set-off arising in the normal course of trading and the aggregate amount of which is not material or (ii) liabilities which are preferred solely by the laws of country of incorporation of the Customer and not by reason of any security interest (being any mortgage, charge, pledge, lien, right of set-off, assignment, hypothecation, security right, fiduciary assignment, fiduciary transfer or other security interest or encumbrance whatsoever howsoever created or arising, hereinafter a “ Security Interest ”) granted by the Customer unless otherwise specifically agreed by SG. Furthermore, the Customer undertakes that in the event it should offer any Security Interest to any other bank or financial institution for banking facilities substantially the same or similar to the Facility, it undertakes to provide the same or substantially similar security in favour of SG;

(b) the Customer will send to SG as soon as they become available, but in any event within six (6) months of the end of the relevant yea