Borrower Agreements ▼

EXPORT-IMPORT BANK OF THE UNITED STATES
WORKING CAPITAL GUARANTEE PROGRAM

BORROWER AGREEMENT

3.01

Indemnification

23

3.02

Liens

23

ARTICLE IV MISCELLANEOUS

24

4.01

Governing Law

24

4.02

Notification

24

4.03

Partial Invalidity

24

4.04

Waiver of Jury Trial

24

4.05

Consequential  . . .

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                          TABLE OF CONTENTS


<TABLE>
<S>                                                                                 <C>
ARTICLE I DEFINITIONS .........................................................      1
       1.01       Definition of Terms .........................................      1
       1.02       Rules of Construction .......................................     14
       1.03       Incorporation of Recitals ...................................     15
ARTICLE II OBLIGATIONS OF BORROWER ... . . .

                                                                         ANNEX B

                     EXPORT-IMPORT BANK OF THE UNITED STATES
                        WORKING CAPITAL GUARANTEE PROGRAM

                               BORROWER AGREEMENT

      THIS BORROWER AGREEMENT (this "Agreement") is made and entered into by the
entity identified as Borrower on the signature page hereof (jointly and
severally, "Borrower") in favor of the Export-Import Bank of the United States
("Ex-Im Bank") and the institution identified as Lender on the signature  . . .

                                                                         ANNEX B

                     EXPORT-IMPORT BANK OF THE UNITED STATES
                        WORKING CAPITAL GUARANTEE PROGRAM

                               BORROWER AGREEMENT

     THIS BORROWER AGREEMENT (this "Agreement") is made and entered into by the
entity identified as Borrower on the signature page hereof (jointly and
severally, "Borrower") in favor of the Export-Import Bank of the United States
("Ex-Im Bank") and the institution identified as Lender on the signature  . . .

                     EXPORT-IMPORT BANK OF THE UNITED STATES
                        WORKING CAPITAL GUARANTEE PROGRAM

                               BORROWER AGREEMENT

      THIS BORROWER AGREEMENT (this "Agreement") is made and entered into by the
entity identified as Borrower on the signature page hereof ("Borrower") in favor
of the Export-Import Bank of the United States ("institution identified as Lender on the signature page hereof ("Lender").

                                    RECITALS

      Borrower has  . . .

institution identified as Lender on the signature page hereof ("Lender").

                                    RECITALS

      Borrower has requested that Lender establish a Loan Facility in favor of
Borrower for the purposes of providing Borrower with pre-export working capital
to finance the manufacture, production or purchase and subsequent export sale of
Items.

      It is a condition to the establishment of such Loan Facility that Bank guarantee the payment of ninety percent (90%) of certain credit
accommodations subject to the terms and conditions of a Master  . . .

                     EXPORT-IMPORT BANK OF THE UNITED STATES
                        WORKING CAPITAL GUARANTEE PROGRAM

                               BORROWER AGREEMENT



         THIS BORROWER AGREEMENT (this "Agreement") is made and entered into by
the entity identified as Borrower on the signature page hereof ("Borrower") in
favor of the Export-Import Bank of the United States ("institution identified as Lender on the signature page hereof ("Lender").

                                    RECITALS

         Borrower  . . .

Export-Import Bank of the United States

Working Capital Guarantee Program

Borrower Agreement

THIS BORROWER AGREEMENT (this "Agreement") is made and entered into by the entity identified as Borrower on the signature page hereof ("Borrower") in favor of the Export-Import Bank of the United States ("Ex-Im Bank") and the institution identified as Lender on the signature page hereof ("Lender").

Borrower has requested that Lender establish an Export-Import Bank factoring facility (the "Loan Facility") in favor of Borrower for the purposes of providing Borrower with pre-export working capital to finance the manufacture, production or purchase and subsequent export sale of Items.

It is a condition to the establishment of such Loan Facility that Ex-Im Bank guarantee the payment of ninety percent (90%) of certain credit accommodations subject to the terms and conditions of a Master Guarantee Agreement, the Loan Authorization Agreement, and to the extent applicable, the Delegated Authority Letter Agreement.

Borrower is executing this Agreement for the benefit of Lender and Ex-Im Bank in consideration for and as a condition to Lender's establishing the Loan Facility and Ex-Im Bank's agreement to guarantee such Loan Facility pursuant to the Master Guarantee Agreement.

NOW, THEREFORE, Borrower hereby agrees as follows:

1. DEFINITIONS.
   
   
   
   1. Definition of Terms. As used in this Agreement, including the Recitals to this Agreement and the Loan Authorization Agreement, the following terms shall have the following meanings:
      

      "Accounts Receivable" shall mean all of Borrower's now owned or hereafter acquired (a) "accounts" (as such term is defined in the UCC), other receivables, book debts and other forms of obligations, whether arising out of goods sold or services rendered or from any other transaction; (b) rights in, to and under all purchase orders or receipts for goods or services; (c) rights to any goods represented or purported to be represented by any of the foregoing (including unpaid sellers' rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods); (d) moneys due or to become due to such Borrower under all purchase orders and contracts for the sale of goods or the performance of services or both by Borrower (whether or not yet earned by performance on the part of Borrower), including the proceeds of the foregoing; (e) any notes, drafts, letters of credit, insurance proceeds or other instruments, documents and writings evidencing or supporting the foregoing; and (f) all collateral security and guarantees of any kind given by any other Person with respect to any of the foregoing.

      
      

      "Advance Rate" shall mean the rate specified in Section 5(c) of the Loan Authorization Agreement for each category of Collateral.

      
      

      "Business Day" shall mean any day on which the Federal Reserve Bank of New York is open for business.

      
      

      "Buyer" shall mean a Person that has entered into one or more Export Orders with Borrower.

      
      

      "Collateral" shall mean all property and interest in property in or upon which Lender has been granted a Lien as security for the payment of all the Loan Facility Obligations including the Collateral identified in Section 6 of the Loan Authorization Agreement and all products and proceeds (cash and non- cash) thereof.

      
      

      "Country Limitation Schedule" shall mean the schedule published from time to time by Ex-Im Bank and provided to Borrower by Lender which sets forth on a country by country basis whether and under what conditions Ex-Im Bank will provide coverage for the financing of export transactions to countries listed therein.

      
      

      "Credit Accommodation Amount" shall mean the aggregate outstanding amount of Disbursements.

      
      

      "Credit Accommodations" shall mean Disbursements.

      
      

      "Debarment Regulations" shall mean, collectively, (a) the Governmentwide Debarment and Suspension (Nonprocurement) regulations (Common Rule), 53 Fed. Reg. 19204 (May 26, 1988), (b) Subpart 9.4 (Debarment, Suspension, and Ineligibility) of the Federal Acquisition Regulations, 48 C.F.R. 9.400-9.409 and (c) the revised Governmentwide Debarment and Suspension (Nonprocurement) regulations (Common Rule), 60 Fed. Reg. 33037 (June 26, 1995).

      
      

      "Delegated Authority Letter Agreement" shall mean the Delegated Authority Letter Agreement, if any, between Ex-Im Bank and Lender.

      
      

      "Disbursement" shall mean an advance of a working capital loan from Lender to Borrower under the Loan Facility.

      
      

      "Dollars" or "$" shall mean the lawful currency of the United States.

      
      

      "Effective Date" shall mean the date on which (a) the Loan Documents are executed by Lender and Borrower or the date, if later, on which agreements are executed by Lender and Borrower adding the Loan Facility to an existing working capital loan arrangement between Lender and Borrower and (b) all of the conditions to the making of the initial Credit Accommodations under the Loan Documents or any amendments thereto have been satisfied.

      
      

      "Eligible Export-Related Accounts Receivable" shall mean an Export- Related Account Receivable which is acceptable to Lender and which is deemed to be eligible pursuant to the Loan Documents, but in no event shall Eligible Export-Related Accounts Receivable include any Account Receivable:

      
      
      
      136781

                     EXPORT-IMPORT BANK OF THE UNITED STATES
                        WORKING CAPITAL GUARANTEE PROGRAM

                               BORROWER AGREEMENT

         THIS BORROWER AGREEMENT (this "Agreement") is made and entered into by
the entities identified as Borrower on the signature page hereof (jointly and
severally and individually and collectively, the "Borrower") in favor of the
Export-Import Bank of the United States ("identified as Lender on the signature page hereof ("Lender").

       . . .

                                                                        ANNEX B


                    EXPORT-IMPORT BANK OF THE UNITED STATES
                       WORKING CAPITAL GUARANTEE PROGRAM

                               BORROWER AGREEMENT


         THIS BORROWER AGREEMENT (this "Agreement") is made and entered into by
the entity identified as Borrower on the signature page hereof (jointly and
severally, "Borrower") in favor of the Export-Import Bank of the United States
("Ex-Im Bank") and the institution identified as Lender on the  . . .

                     EXPORT-IMPORT BANK OF THE UNITED STATES
                        WORKING CAPITAL GUARANTEE PROGRAM




                               BORROWER AGREEMENT

         THIS BORROWER AGREEMENT (this "Agreement") is made and entered into by
the entities identified as Borrower on the signature page hereof (collectively,
the "Borrower") in favor of the Export-Import Bank of the United States ("Bank") and the institution identified as Lender on the signature page hereof
("Lender").

                                     . . .

                     EXPORT-IMPORT BANK OF THE UNITED STATES
                        WORKING CAPITAL GUARANTEE PROGRAM

                               BORROWER AGREEMENT

     THIS BORROWER AGREEMENT (this "Agreement") is made and entered into by the
entity identified as Borrower on the signature page hereof ("Borrower") in favor
of the Export-Import Bank of the United States ("institution identified as Lender on the signature page hereof ("Lender").

                                    RECITALS

     Borrower has  . . .

                                                                         ANNEX B

                     EXPORT-IMPORT BANK OF THE UNITED STATES
                        WORKING CAPITAL GUARANTEE PROGRAM

                               BORROWER AGREEMENT


         THIS BORROWER AGREEMENT (this "Agreement") is made and entered into by
the entity identified as Borrower on the signature page hereof ("Borrower") in
favor of the Export-Import Bank of the United States ("institution identified as Lender on the signature page hereof (" . . .

                                                                         ANNEX B


                     EXPORT-IMPORT BANK OF THE UNITED STATES
                        WORKING CAPITAL GUARANTEE PROGRAM

                               BORROWER AGREEMENT


         THIS BORROWER AGREEMENT (this "Agreement") is made and entered into by
the entity identified as Borrower on the signature page hereof ("Borrower") in
favor of the Export-Import Bank of the United States ("institutions identified as Lender on the signature page hereof ( . . .

institution identified as Lender on the signature page hereof ("Lender").

                                    RECITALS

         Borrower has requested  that Lender  establish a Loan Facility in favor
of Borrower for the  purposes of  providing  Borrower  with  pre-export  working
capital to finance the manufacture, production or purchase and subsequent export
sale of Items.

         It is a condition to the establishment of such Loan Facility that Bank   guarantee  the  payment  of  ninety   percent  (90%)  of  certain  credit
accommodations  subject  to the   . . .

                                                                         ANNEX B

                    Export-Import Bank of the United States
                       Working Capital Guarantee Program

                               Borrower Agreement

     THIS BORROWER AGREEMENT (this "Agreement") is made and entered into by the
entity identified as Borrower on the signature page hereof ("Borrower") in favor
of the Export-Import Bank of the United States ("Ex-Im Bank") and the
institution identified as Lender on the signature page hereof ("Lender").

     . . .

                     EXPORT-IMPORT BANK OF THE UNITED STATES
                        WORKING CAPITAL GUARANTEE PROGRAM


                               BORROWER AGREEMENT

           THIS BORROWER AGREEMENT (this "Agreement") is made and entered into
by the entities identified as Borrower on the signature page hereof
(collectively, the "Borrower") in favor of the Export-Import Bank of the United
States ("page hereof ("Lender").

                                     . . .

ARTICLE I


                     EXPORT-IMPORT BANK OF THE UNITED STATES
                        WORKING CAPITAL GUARANTEE PROGRAM


                               BORROWER AGREEMENT

         THIS BORROWER  AGREEMENT (this "Agreement") is made and entered into by
the entity  identified as Borrower on the signature page hereof  ("Borrower") in
favor of the  Export-Import  Bank of the United  States  ("institution identified as Lender on the signature page hereof ("Lender").

                                     . . .

                    EXPORT-IMPORT BANK OF THE UNITED STATES
                       WORKING CAPITAL GUARANTEE PROGRAM

                              BORROWER AGREEMENT


          THIS BORROWER AGREEMENT (this "Agreement") is made and entered into by
the entity identified as Borrower on the signature page hereof ("Borrower") in
favor of the Export- Import Bank of the United States ("institution identified as Lender on the signature page hereof ("Lender").

                                   RECITALS

          Borrower  . . .