January 25th

Re: Standby Letter of Credit Facility

Further to our marketing letter dated 16th November 2001, we are pleased to advise that
Ffff Nairobi is willing to avail the following credit facility to ....... Limited on the terms
and conditions set out in this letter.

PARTIES

Borrower : ....... Limited, P. O. Box ffff Nairobi

Lender : Ffff, P. O. Box eeeee Nairobi

2. TYPE OF FACILITY

Issuance of a Standby Letter of Credit ("the Facility")

3. FACILITY AMOUNT

The maximum aggregate principal amount of the Facility shall be US $ 6,056,250.00

(United States Dollars Six Million Fifty Six Thousand Two Hundred and Fifty) (the
"Facility Amount")

4. PURPOSE OF FACILITY

To finance the construction of two new jet fuel storage tanks [we would suggest that this
be made more specific, for instance, where the construction will take place, or specify the
contract].

5. SECURITY AND SUPPORT

a) The Facility will be secured under pledge and by way of a fixed deposit of
US$.6,056,250.00 which will be held with a Citibank branch offshore to be advised by
the Lender prior to the issuance of the Facility. The said deposit will be built up as
follows:
US$. 2,056,250.00 up front and prior to the issuance of the Facility;
US$ 4,000,000.00 will be deposited with the Lender or the Lender's offshore branch by
payment of eight (8) monthly deposits of US$. 500,000.00 commencing on
[___________].
The aforesaid deposits will attract a credit interest based on the Lender's prevailing rates.

b) The Lender is hereby unconditionally and irrevocably authorised by the Borrower

to set-off any sum under this letter, to the extent due and payable, against the deposits
held by the Lender's offshore branch as security for the Facility.

6. FEES AND COMMISSIONS

Arrangement fees of 0.5% flat of the Facility Amount payable prior to the issuance of the
Facility.
1% per annum on the unsecured portion of the Facility Amount and 0.75% per annum on
the secured portion of the Facility Amount, such payment to be made to the Lender on a
monthly basis in advance.

INTEREST

If the Borrower fails to pay any sum payable under this letter on its due date, the
Borrower shall pay to the Lender interest on such sums from the date of such failure to
the date of actual payment (as well as before judgement) at the rate determined by the
Lender from time to time. Such interest shall be payable at any time on demand.

8. CONDITIONS PRECEDENT

As conditions precedent before the Facility will become available to the Borrower, the
Lender must have received the following, each in form and substance satisfactory to the
Lender:

The enclosed copy of this letter signed by the Borrower or on the Borrower’s behalf by
way of acceptance of the Facility on these terms and conditions.
A certified copy of a resolution of the Borrower’s board of directors authorising
acceptance of the Facility on the terms and conditions set out in this letter, authorising
one or more of the Borrower’s officials to sign on its behalf the enclosed copy of this
letter by way of acceptance, and authorising one or more of the Borrower’s officials to
operate and sign all documents, notices and communications in respect of the Facility.
The following documents duly executed and delivered to the Lender:
A Letter of Pledge (in a form approved by the Lender)
An Agreement undertaking to deposit the amounts specified in clause 11(a)(ii) of this
letter.
Any other document(s) or agreement(s) required by the Lender.

The above documents or agreements being referred to in this letter as the “Facility
Documents”
Such information and documents concerning the Borrower’s business and financial
position and prospects as the Lender may request.
Payment in cleared funds of all fees, expenses and other sums specified in this letter, to
the extent due and payable.

9. OTHER CONDITIONS

The Lender’s obligation to avail the Facility or to comply with its obligations hereunder
is also conditional upon the following:

Prior to the availability of the Facility, the Borrower will be required to open US Dollar
and Kenya Shillings collection accounts with the Lender through which the Borrower
will route all its collections.
The Borrower being in compliance at the relevant time with the terms and conditions of,
and there being no breach of or default under, this letter and any other document referred
to in clause 7 (c) of this letter.
The performance by the Borrower and the Lender of the obligations herein is subject to
all laws, regulations, decrees, administrative rules and orders of the Republic of Kenya
and the Central Bank of Kenya now or hereafter affecting the same.

10. REPRESENTATIONS AND WARRANTIES

The Borrower hereby represents and warrants to the Lender, on the date of its acceptance
of this letter and on each date that the Facility is available or outstanding, as follows:

The Borrower has power and authority to execute, deliver and perform its obligations
under this letter and the Facility Documents, and all necessary action has been taken (and
not revoked) to authorise the execution delivery and performance by the Borrower of its
obligations under this letter and the Facility Documents.
This letter and the Facility Documents constitute the Borrower’s legal valid and binding
obligations in accordance with their respective terms.
This letter and the Facility Documents have been duly authorised and executed by the
Borrower.
The execution delivery and performance of the obligations under this letter and the
Facility Documents and the use of the Facility do not and will not:
result in any limitation on its powers to borrow or incur financial indebtedness being
exceeded;
contravene any provision of its memorandum and articles of association and/or
constitutional documents;
result in any actual or potential breach of or default under any obligation agreement
instrument or consent to which it is bound or violate any applicable law.
No event has occurred which constitutes (or with the giving of notice or lapse of time or
both would constitute) one of the events of default specified below.
The Borrower is not in default under any agreement to which it is a party, which would
have a material adverse effect of the Borrower’s business or financial condition.
No litigation, arbitration or proceeding is pending, taking place, or, to the Borrower’s
knowledge, threatened against the Borrower or any of the Borrower’s assets, which may
have a material adverse effect on the Borrower’s business, assets or financial condition.
All approvals, authorisations or consents which it is necessary or advisable to obtain from
any governmental, public or other authority or without limitation, any third party for the
purpose or relating to the Facility and the Facility Documents have been obtained and are
in force and all provisions and conditions thereof have been complied with.

11. UNDERTAKINGS

So long as the Facility is available or outstanding, the Borrower undertakes with the
Lender as follows:
The Borrower shall provide the Lender with such information and documents concerning
the Borrower’s business and financial position and prospects as the Lender may from
time to time reasonably require.
The Borrower shall pay to the Lender on demand all expenses (including legal and out of
pocket expenses and together with any taxes thereon) on a full indemnity basis incurred
by the Lender in connection with the fulfillment of all conditions of the Facility, the
failure by the Borrower to comply with any of its obligations under this letter and/or any
Facility Document, any amendment or extension of and the granting of any waiver or
consent and the discharge of this letter and/or any Facility Document and/or in
contemplation of or otherwise in connection with the enforcement or preservation of any
rights under this letter and/or any Facility Document or otherwise in respect of any
monies owing under or in respect of the Facility .

12. FEES AND EXPENSES

The Borrower shall pay to the Lender on demand all expenses (including legal and out-
of-pocket expenses and together with any taxes if any thereon) on a full indemnity basis
incurred by the Lender in connection with the negotiation, preparation and execution of
this letter and/or the Facility Documents, the fulfillment of all conditions of this Facility
and/or otherwise in respect of any monies owing under or in respect of the Facility.
The Borrower will pay all stamp documentary registration and other similar duties
(including any payable by the Lender) in connection with this letter and/or any Facility
Documents.

13. AVAILABILITY

a) Subject to the terms of this letter (specifically clauses 13(b), 14 and 15 of this
letter) the Facility shall be available for the period up to 30th April 2005 after which date
the same may, if necessary be renewed on terms and conditions to be mutually agreed by
the parties hereto.
Notwithstanding 13(a) above:
the Lender reserves it right to cancel, in whole or in part, the Facility at its sole discretion
and at any time whereupon any monies owing under or in respect of the cancelled
Facility shall become due and repayable by the Borrower to the Lender on demand.
The granting of the Facility is subject to the Lender’s periodic review and the Lender
may, in its sole discretion, and at any time, revise, withdraw, modify or cancel the
Facility, in whole or in part.
This letter and/or the granting of the Facility may be withdrawn if, in the Lender’s
opinion, there is a material adverse change in relation to the Borrower’s financial position
and/or business performance and/or environment.

DEFAULT

a) The following events shall, in any event, constitute default and cause the Facility
to become immediately due and repayable and any commitments hereunder cancelled.
The failure of the Borrower to pay any sum payable under this letter, to the extent not set-
off against the deposits specified in clause 11 of this letter.
The failure of the Borrower to observe or perform any other obligations under this letter
and/or the Facility Documents.
The breach of any representation or warranty by the Borrower in this letter and/or the
Facility Documents in any respect.
If any circumstances arise which in the Lender’s opinion have or may have a material
adverse effect on the Borrower’s ability to perform its obligations under this letter and/or
the Facility Documents.
The Borrower admits in writing its inability to pay or shall become unable to pay its debts
generally as they fall due, or become bankrupt or insolvent, or file any petition or action
for relief under any bankruptcy, re-organisation, insolvency law.
Proceedings are started for the Borrower’s winding-up, dissolution, or reorganisation
(otherwise than while solvent and on terms previously approved in writing by the Lender)
or for the appointment of a receiver, trustee or similar officer of any or all of the
Borrower’s revenues and assets.
A distress or other execution is levied on or against any substantial part of the Borrower’s
property and is not discharged within 15 days.
The Borrower suspends or threatens to suspend its operations or, except in the ordinary
course of business, sell, lease, transfer or otherwise dispose of all or any substantial part
of the Borrower’s assets (whether by a single transaction or by a series) or all or any part
of its assets are seized or appropriated by or on behalf of any governmental or other
authority or are compulsorily acquired.
Any of the Borrower’s indebtedness is not paid on its due date or becomes due prior to its
stated maturity or any guarantee given by the Borrower is not honoured when due or
called upon.
Any governmental or other consent or exemption required to enable you to perform your
obligations under this Letter and/or the Facility Documents is withdrawn or modified or it
becomes for any reason unlawful for you to perform any of those obligations.
any representation or warranty made by you to us in or pursuant to this Letter and/or the
Facility Documents shall prove to have been incorrect in any material respect when made
(or deemed made) or, if repeated at any time hereafter by reference to the facts subsisting
at such time, would no longer be true and correct in all material respects;

Then and at any time thereafter the Lender may by written notice to the Borrower
terminate the Lender’s obligations under this letter and/or demand immediate repayment
of the Facility together with accrued interest and all other amounts due hereunder and the
Borrower will comply with such demand forthwith.

The Borrower will indemnify the Lender against any loss or expense which the Lender
may certify as incurred by the Lender as a consequence of any default in payment by the
Borrower of any sum hereunder when due and/or the occurrence of any event of default.

15. REPAYMENT

The Lender may terminate the Facility at any time in accordance with the Lender’s
normal practices whereupon all amounts owing under or in respect of the Facility will
become repayable by the Borrower to the Lender on demand

16. CONFIDENTIALITY

The Borrower agrees and undertakes that it shall not disclose to any third party any
information provided by the Lender in connection with the Facility .

17. LAW

This letter shall be governed by and in accordance with the laws of the Republic of
Kenya. The Borrower hereby irrevocably submits to the non-exclusive jurisdiction of the
Kenyan Courts. The submission to jurisdiction by the Borrower shall not prevent
proceeding being brought in any other competent court or jurisdiction.

18. GENERAL

The Facility set out in this letter are subject to, but not limited to the terms and conditions
outlined above. Those matters not discussed or made clear in this letter and/or the
Facility Documents will be subject to mutual agreement between the Lender and the
Borrower.

Please sign and return the enclosed copy of this letter by way of acceptance. The offer
contained in this letter will automatically lapse if it is not accepted and delivered to the
Lender together with all duly executed documents referred to in clause 7 of this letter
within [___] days of the date of this letter.
Yours sincerely,

Eeeee Eeeee
Assistant General Manager Senior Manager

Accepted for and on behalf of ....... Limited

___________________
_____________________
Name:…………
. Name:………
..
Authorised Signatory Authorised Signatory

Date:____________________
Date:____________________