Exhibit 10.18
Export-Import Bank of the United States
Working Capital Guarantee Program
Borrower Agreement
Ex-Im Bank 12/31/05
WEST\21453696.3
355157-000030
TABLE OF CONTENTS
ARTICLE IDEFINITIONS
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1.01
Definition of Terms
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1.02
Rules of Construction
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1.03
Incorporation of Recitals
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ARTICLE IIOBLIGATIONS OF BORROWER
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2.01
Use of Credit Accommodations
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2.02
Security Interests
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2.03
Loan Documents and Loan Authorization Agreement
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2.04
Export-Related Borrowing Base Certificates and Export Orders
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2.05
Schedules, Reports and Other Statements
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2.06
Exclusions from the Export-Related Borrowing Base
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2.07
Borrowings and Reborrowings
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2.08
Repayment Terms
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2.09
Financial Statements
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2.10
Additional Security or Payment
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2.11
Continued Security Interest
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2.12
Inspection of Collateral and Facilities
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2.13
General Intangibles
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2.14
Economic Impact Approval
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2.15
Indirect Exports
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2.16
Overseas Inventory and Accounts Receivable
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2.17
Country Limitation Schedule
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2.18
Notice of Certain Event
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2.19
Insurance
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2.20
Taxes
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2.21
Compliance with Laws
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2.22
Negative Covenants
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2.23
Cross Default
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2.24
Munitions List
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2.25
Suspension and Debarment, etc
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ARTICLE IIIRIGHTS AND REMEDIES
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Ex-Im Bank 12/31/05
WEST\21453696.3
355157-000030
3.01
Indemnification
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3.02
Liens
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ARTICLE IVMISCELLANEOUS
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4.01
Governing Law
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4.02
Notification
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4.03
Partial Invalidity
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4.04
Waiver of Jury Trial
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4.05
Consequential Damages
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Ex-Im Bank 12/31/05
WEST\21453696.3
355157-000030
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 (collectively,
"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").
RECITALS
Borrower has requested that Lender establish a Loan Facility in favor of
Borrower for the purposes of providing Borrower with working capital to finance
the manufacture, production or purchase and subsequent export sale of Items.
Lender and Borrower expect that Ex-Im Bank will provide a guarantee to Lender
regarding this Loan Facility subject to the terms and conditions of the Master
Guarantee Agreement, a Loan Authorization Agreement, and to the extent
applicable, the Delegated Authority Letter Agreement or Fast Track Lender
Agreement.
Lender and Ex-Im Bank have requested that Borrower execute this Agreement as a
condition precedent to Lender establishing the Loan Facility and Ex-Im Bank
providing the guarantee.
NOW, THEREFORE, Borrower hereby agrees as follows:
ARTICLE I
DEFINITIONS
1.01
Definition of Terms.
As used in this Agreement, including the
Recitals to this Agreement and the