ANNEX A
LOAN AUTHORIZATION AGREEMENT
THIS LOAN AUTHORIZATION AGREEMENT (this "Agreement") is made and entered
into by and between the entity identified as Lender on the signature page hereof (the "Lender") and
the Export-Import Bank of the United States ("Ex-Im Bank"). This Agreement sets forth the
specific terms and conditions of the Loan Facility known as Guaranteed Loan No.
________________ which is guaranteed by Ex-Im Bank pursuant to the Master Guarantee
Agreement dated ______________________ between Ex-Im Bank and Lender (the "Master
Guarantee Agreement"). Unless otherwise defined, the capitalized terms used herein which are not
defined herein shall have the meanings set forth in the Master Guarantee Agreement.
1. Lender's Name and Address: The full name, address, contact person, telephone and telefax
numbers of Lender are as follows:
Name: __________________________
Address: __________________________
__________________________
__________________________
Attention: __________________________
Telephone: __________________________
Telecopier: __________________________
2. A. Borrower's Name and Address: The full name, address, contact person, telephone and
telefax numbers of Borrower are as follows:
Name: __________________________
Address: __________________________
__________________________
__________________________
Attention: __________________________
Telephone: __________________________
Telecopier: __________________________
B. Additionality: Please select appropriate answer(s).
(1.) Borrower meets all small business criteria:
(i) Maximum Amount is $2 million or less;
(ii) Borrower qualifies as Small Business under SBA Guidelines;
(iii) Borrower employs 100 people or fewer; and
(iv) Borrower's annual revenues do not exceed $10 million.
(2.) Repayment risk associated with foreign sale.
(3.) Borrower's creditworthiness requires Guarantee.
(4.) Lender's internal lending limits reached.
(5.) Lender's statutory lending limits reached.
(6.) Other (please specify) ___________________________________.
3. Guarantor's Name and Address: Are there Guarantors for the Loan Facility?
Yes
No
The full name, address, telephone and telefax numbers of each Guarantor are as follows:
Name: __________________________
Address: __________________________
__________________________
__________________________
Attention: __________________________
Telephone: __________________________
Telecopier: __________________________
4. The Items to be financed:
A. (1.) The Items: (Complete description of goods and services to be exported, e.g.
machine tools, electronic components, logs, etc.)
(2.) Will Indirect Exports be included in the Export-Related Borrowing Base?
Yes If yes, please indicate which Items above will include Indirect Exports
and affirm:
Funds available under the Export-Related Borrowing Base derived
from Indirect Exports shall at all times constitute no more than 10% of the
Maximum Amount of this Loan Facility in accordance with the standard
stated in Section 4.15 of the Master Guarantee Agreement; or
Indirect Exports might constitute more than 10% of the Maximum
Amount of the Loan Facility. Lender has obtained Ex-Im Bank's prior
written consent to exceed 10% of the Maximum Amount. Attached is a
copy of Ex-Im Bank's written consent. .
No
(3.) Have you obtained an Economic Impact Certification from the Borrower
covering all Items listed in 4.A.(1) in accordance with Section 4.09 of the MGA?
Yes
No
B. Are Commercial Letters of Credit or Standby Letters of Credit (other than Warranty
Letters of Credit) to be issued under this Loan Facility?
Yes If yes, approximately what percentage of the Loan Facility
will be utilized for Commercial Letters of Credit or Standby
Letters of Credit? ____%
No
C. Are Warranty Letters of Credit expected to be issued under this Loan Facility? If
yes, Ex-Im Bank’s prior written consent must be given for each such Warranty
Letters of Credit.
Yes Lender has obtained Ex-Im Bank's prior written consent for
issuance of such Warranty Letters of Credit. Attached is a copy
of Ex-Im Bank's written consent.
No
D. Are Retainage Accounts Receivable to be included in the Export-Related Borrowing
Base? If yes, Ex-Im Bank's prior written consent must be given for each such
Retainage Account Receivable.
Yes Lender has obtained Ex-Im Bank's prior written consent for
inclusion of each such Retainage Accounts Receivable. Attached
is a copy of Ex-Im Bank's written consent.
No
5. Maximum Amount, Advance Rates, Loan Facility Terms:
A. Maximum Amount: $__________________
B. Advance Rates by Categories of Primary Collateral:
(1.) Inventory: The Advance Rate (to be multiplied by the Export-Related
Inventory Value or Export-Related Historical Inventory Value) for Collateral
categorized as Eligible Export-Related Inventory shall be:
____ percent (__%)
(2.) Accounts Receivable: The Advance Rate (to be multiplied by the Export-
Related Accounts Receivable Value) for Collateral categorized as Eligible
Export-Related Accounts Receivable shall be:
____ percent (__%)
(3.) Retainage Accounts Receivable: The Advance Rate (to be multiplied by the
Retainage Value) for Collateral Categorized as Retainage Accounts Receivable
shall be:
____ percent (__%)
(4.) Other Assets (as described in Section 6.A. below): The Advance Rate (to be
multiplied by the Other Assets Value) for Collateral categorized as Other
Assets shall be:
____ percent (___%)
(5.) Overseas Accounts Receivable: The Advance Rate (to be multiplied by the
Export-Related Overseas Accounts Receivable Value) for Collateral
categorized as Eligible Export-Related Overseas Accounts Receivable shall
be:
____ percent (__%)
(6.) Overseas Inventory: The Advance Rate (multiplied by the Export-Related
Overseas Inventory Value) for Collateral categorized as Eligible Export-
Related Overseas Inventory shall be:
____ percent (__%)
C. Type of Loan Facility and Exports Supported:
(1.) Type of Loan Facility:
The Loan Facility is a Revolving Loan Facility (other than a
Transaction Specific Revolving Loan Facility). (Complete
subsections (2.), (3.) and (5.), and, if applicable, (6.) below.)
The Loan Facility is a Transaction Specific Revolving Loan Facility.
(Complete subsections (3.), (4.), and (5.), and, if applicable, (6.)
below.)
The Loan Facility is a Transaction Specific Loan Facility. (Complete
subsections (3.), (4.), and (5.), and, if applicable, (6.) below.)
(2.) For a Revolving Loan Facility, identify the top three countries to which the
Items will be exported:
Country of Export: _____________________________
Country of Export: _____________________________
Country of Export: _____________________________
(3.) Estimated total export sales each year to be supported by this Loan Facility:
$
(4.) For a Transaction Specific Revolving Loan Facility or a Transaction Specific
Loan Facility, identify the Specific Export Orders:
Country of Export: ______________________________
Contract Price: $_____________________________
Contract Number: ______________________________
Contract Date: ______________________________
______________________________
Parties: ______________________________
______________________________
______________________________
(5.) Lender shall conduct field examinations:
At least every six (6) months starting on the date six (6) months following the
Effective Date of the Loan Facility.
At least every six (6) months starting __________ (specify date no later than
six (6) months following the Effective Date of the Loan Facility; semi-annual
field examination schedule must include Borrower’s fiscal year end date if
audited financial statements will substitute for one field examination
annually).
(6.) For Loan Facilities with a Loan Facility Term greater than one (1) year,
Lender shall provide Ex-Im Bank an annual review:
On each Loan Facility Anniversary Date or
Annually starting __________ (specify date no later than the first anticipated
Loan Facility Anniversary Date).
6. Security Interests:
Subject to the provisions of subsections D, E and F below in this section 6, Lender agrees to
obtain the following valid, enforceable and perfected security interests in the following
Collateral, and the proceeds thereof:
A. First priority in the following:
All Inventory.
All Export-Related Inventory.
All Export-Related Overseas Inventory.
All Export-Related Inventory relating to Specific Export Order(s).
All Export-Related Overseas Inventory relating to Specific Export
Order(s).
All Accounts Receivable.
All Export-Related Accounts Receivable.
All Export-Related Overseas Accounts Receivable.
All Export-Related Accounts Receivable relating to Specific Export
Order(s).
All Export-Related Overseas Accounts Receivable relating to Specific
Export Order(s).
All General Intangibles.
All Export-Related General Intangibles.
All Other Assets. Please specify: ____________________________
______________________________________________________
All Other Collateral. Please specify: _________________________
______________________________________________________
B. Secondary Collateral: Any other assets of Borrower in which Lender is receiving a
Lien to secure any other financial accommodations provided by Lender to such
Borrower.
Please specify types:
_____________________________________________________.
C. Guarantor Collateral: Any assets of a Guarantor or a third party in which Lender is
granted a Lien to secure any financial accommodations provided by Lender to
Borrower.
Please specify: ____________________________________________________.
D. Permitted Liens: ___________________________________________________.
E. The Liens of Lender on the Secondary Collateral shall be a first priority Lien except
for the following Liens: ________________________________________________.
F. The Liens of Lender on the Guarantor Collateral shall be a first priority Lien except
for the following Liens: ______________________________________________.
7. Terms of Sale:
The terms of sale for the Items under this Loan Facility shall be typical for the industry but
in no event shall allow for payment more than 180 days following the original invoice date.
The terms may include the following:
Confirmed Irrevocable letters of credit.
Irrevocable letters of credit.
Open account insured through Ex-Im Bank export credit insurance for
comprehensive commercial and political risk.
Open account insured through non-Ex-Im Bank export credit
insurance for comprehensive commercial and political risk.
Cash payment received prior to shipment.
Open account uninsured.
Sight draft documents against payment (also known as "documentary
collections").
Other terms, please specify. _________________________________.
8. Interest Rate and Other Fees.
A. Lender's Interest Rate: __________________
B. Other Fees: ________________________________________
9. Facility Fee: Lender shall submit a completed and signed Schedule A together with Facility
Fee amount determined in accordance with the applicable section of Schedule A:
A. within ten (10) Business Days of the Effective Date; and
B. with respect to a Revolving Loan Facility (other than a Transaction Specific
Revolving Loan Facility), within ten (10) Business Days of the first and second
anniversaries of the Effective Date, as applicable.
10. Final Disbursement Date: The earlier of (a) ___________ (___) months from the Effective
Date or (b) _______________, _________.
11. Financial Reporting Requirements: Lender shall require that Borrower and each Guarantor
deliver to Lender the following financial statements:
A. Year End Financial Statements.
Within one hundred and twenty (120) days of Borrower's and each Guarantor's (other
than individual Guarantor) fiscal year end or if such Person is required to submit a
Form 10-K at the time of filing of such Form 10-K, the income statement, balance
sheet and statement of cash flow as of such fiscal year end including, in each case,
all footnotes and other disclosures, which disclosures have been:
certified without qualification by an independent accounting firm
acceptable to Lender (the "Accountants") (For Loan Facilities with a
Maximum Amount of $5,000,000 or more)
reviewed by the Accountants (For Loan Facilities with a Maximum
Amount of $2,000,000 or more but less than $5,000,000)
compiled by the Accountants (For Loan Facilities with a Maximum
Amount of $1,000,000 or more but less than $2,000,000)
internally prepared by management of such Person in accordance with
GAAP certified as fairly presenting the financial condition of such
Person as of the date thereof by an authorized officer of such Person
(For Loan Facilities with a Maximum Amount of less than
$1,000,000)
B. Quarterly Financial Statements.
Within 45 days of Borrower's and each Guarantor's (other than an individual
Guarantor) fiscal quarter end or if such Person is required to submit a Form 10-Q at
the time of filing of such Form 10-Q, the income statement, balance sheet and
statement of cash flow, as of the end of such fiscal quarter, which have been
internally prepared by management of such Person in accordance with GAAP, and
certified as fairly presenting the financial condition of such Person as of the date
thereof by an authorized officer of such Person.
C. Individual Guarantor Financial Statements:
Once each year a personal financial statement on a bank form or such other form
generally accepted by Lender.
12. Country Limitation Schedule.: (See attached Country Limitation Schedule dated ______,
attached hereto and made a part hereof, which may be updated from time to time).
13. Special Conditions: (See Schedule B attached hereto and made a part hereof).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered as of the _____ day of ________________, ______.
____________________________
EXPORT-IMPORT BANK OF THE UNITED STATES
(Name of Lender)
By_________________________ By____________________________
(Signature) (Signature)
Name_________________________ Name__________________________
(Print) (Print)
Title_________________________ Title_________________________
Guaranteed Loan Facility No. _______________
Reminder: Please return one signed original to Ex-Im Bank, with the appropriate Facility Fee.
Schedule A - Facility Fee Schedule
Schedule B - Special Conditions
Schedule A to the Loan Authorization Agreement
Facility Fee Schedule
Lender: _____________________________ Guaranteed Loan Number: ___________
Borrower(s): ______________________________________
I. Loan Facility Type (Check one.)
Revolving Loan Facility (other than Transaction Specific Revolving Loan Facility)
(Loan Facility Type “R” for use in Table 1)
Transaction Specific Loan Facility (Loan Facility Type “TS” for use in Table 1)
Transaction Specific Revolving Loan Facility (Loan Facility Type “TSR” for use in
Table 1)
II. Loan Facility Fee Term, and Portion of Term for which the Facility Fee is due:
A. Number of months (total) in the term of the Loan Facility: ___________
B. Number of months for which Facility Fee is due: _____________
(Based on the chart which follows)
Table 1
LOAN
FACILITY
TYPE
If number of months
in Part A is:
NUMBER OF MONTHS FOR WHICH FACILITY FEE IS
DUE WITHIN 10 BUSINESS DAYS OF:
Effective Date
1st anniversary
of Effective Date
2nd anniversary
of Effective Date
R
Up to 12 months
Number of months
set forth in Part
II.A. above
(minimum 6 )
N/A
N/A
More than 12
months, up to and
including 24 months
12
Number of months
set forth in Part
II.A. less 12
N/A
More than 24
months, up to and
including 36 months
12
12
Number of months
set forth in Part
II.A. less 24
T, TSR
Any number of
months
Number of months
set forth in Part
II.A. above
(minimum 6 )
N/A
N/A
Late fees accrue at the rate of Fifty Dollars ($50.00) per day for each calendar day that the
Facility Fee remains unpaid after the tenth (10
th
) Business Day following the Effective
Date, each Loan Facility Anniversary Date, or the Effective Date of each Extension or
amendment to the Loan Authorization Agreement increasing the Maximum Amount, as
applicable, up to the sixtieth (60
th
) calendar day after such date.
III. Annual Facility Fee Percentage (check one):
The Criteria for Reduced Facility Fee have not been met in accordance with Exhibit I
to the Master Guarantee Agreement. The Annual Facility Fee Percentage is 1.75%, or
175 basis points.
The Criteria for Reduced Facility Fee have been met in accordance with Exhibit I to
the Master Guarantee Agreement. The Annual Facility Fee Percentage is 1.25%, or
125 basis points.
Note: For Revolving Loan Facilities (other than Transaction Specific Revolving
Loan Facilities) with terms in excess of twelve (12) months, the Criteria for
the Reduced Facility Fee must have been met for each year or portion
thereof for which Lender remits the reduced Facility Fee.
IV. Facility Fee Calculation:
Show Facility Fee calculation in Table 2, below:
Table 2
Maximum Amount
X
Applicable
Annual Facility
Fee Percentage
Pro-rate Facility Fee
if/as applicable
Amount of
Facility Fee to
remit to Ex-Im
Bank
X
Number of months for
which Facility Fee is
due (based on Table 1)
divided
by 12 =
$
X
bp (pa)
X
/ 12
= $
Lender shall pay this Facility Fee to Ex-Im Bank within ten (10) Business Days of the
[Effective Date] [1
st
anniversary of Effective Date] [2
nd
anniversary of Effective Date]:
= $
Lender shall pay to Ex-Im Bank any late fees which accrue at the rate of Fifty Dollars
($50.00) per day for each calendar day that the Facility Fee remains unpaid after the tenth
(10
th
) Business Day following the Effective Date, and each Loan Facility Anniversary
Date, as applicable, up to the sixtieth (60
th
) calendar day after such date.
= $
Total (Facility Fee + any applicable late fees)
= $
IN WITNESS WHEREOF, Lender has caused this instrument to be duly executed this
_______ day ______________, ____.
_____________________________________
(Name of Lender)
Receipt acknowledged by:
EXPORT-IMPORT BANK OF THE UNITED STATES
By:__________________________________
(Signature)
By:_________________________________
(Signature)
Name:________________________________
(Print or Type)
Name:_______________________________
(Print or Type)
Title:_________________________________
(Print or Type)
Title:________________________________
(Print or Type)
__________________ __________________
__________________ __________________
(Telephone) (Telefax)
(Telephone) (Telefax)