Conformed Copy - B-110 - Pre-Export Guarantee Facility Project - Counter-Guarantee Agreement

Page 1 GUARANTEE NUMBER B 110-0 UA Counter-Guarantee Agreement (Pre-Export Guarantee Facility Project) between UKRAINE and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT Dated February 9, 1998 GUARANTEE NUMBER B110-0 UA COUNTER-GUARANTEE AGREEMENT AGREEMENT, dated February 9, 1998, between UKRAINE and INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT (the Bank). WHEREAS (A) Ukraine, having been satisfied as to the feasibility and priority of the Project described in Section 2.01 of this Agreement has: (i) established the Guarantee Administration Unit (the GAU) to carry out the Project; (ii) authorized the GAU to retain Dresdner Bank Aktiengesellschaft as the Agent Bank (the Agent Bank) for the purposes of the Project; and (iii) has requested the Bank to assist in lending financial credibility to the Guarantee Contracts sold by the GAU and supported by the IUPs issued by the Agent Bank by issuing a Guarantee to the Agent Bank; and (B) by the Guarantee Agreement dated as of February 9, 1998, between the Bank and the Agent Bank, the Bank has agreed to guarantee (the