BUSINESS FINANCING AGREEMENT dated as of March 29, 2007 between BRIDGE BANK, NATIONAL ASSOCIATION and SOUTHWALL TECHNOLOGIES INC., a Delaware corporation ("Borrower').
Exhibit
10.144
dated
as
of March 29, 2007
between
BRIDGE
BANK, NATIONAL ASSOCIATION
and
SOUTHWALL
TECHNOLOGIES INC., a Delaware corporation ("Borrower').
Borrower
and Lender agree as follows:
1. Definitions
and Construction.
1.1 Definitions.
In this
Agreement:
"Account
Balance"
means at
any time the aggregate of the Receivable Amounts of all Eligible Receivables
at
such
time.
"Account
Debtor"
has the
meaning in the California Uniform Commercial Code and includes any person
liable
on
any Receivable, including without limitation, any guarantor of any Receivable
and any issuer of a letter
of
credit or banker's acceptance assuring payment thereof.
"Adjustments"
means
all discounts, allowances, disputes, offsets, defenses, rights of recoupment,
rights of return, warranty claims, or short payments, asserted by or on behalf
of any Account Debtor with respect to any Receivable.
"Advance"
means
any Facility One Advance or Facility Two Advance.
"Advance
Rate"
means
the Facility One Advance Rate or the Facility Two Advance Rate.
"Agreement"
means
this Business Financing Agreement.
"Collateral"
means
all of Borrower's rights and interest in any and all personal property, whether
now existing
or hereafter acquired or created and wherever located, and all products and
proceeds thereof and accessions
thereto, including the following: accounts, including health care insurance
receivables, chattel paper, inventory, equipment, instruments, including
promissory notes, investment property, documents, deposit accounts, letter
of
credit rights, any commercial tort claim of Borrower which is now or hereafter
identified by Borrower or Lender, general intangibles, and supporting
obligations.
"Collections"
means
all payments from or on behalf of an Account Debtor with respect to
Receivables.
"Compliance
Certificate"
means a
certificate in the form attached to this Agreement by the chief financial
officer
of Borrower certifying that, among other things, the representations and
warranties set forth in this Agreement are true and correct in all material
respects as of the date such certificate is delivered.
"Closing
Date"
means
the date on which Lender executes and delivers this Agreement.
"Credit
Limit"
means
the sum of the Facility One Credit Limit plus the Facility Two Credit
Limit.
"Default"
means any Event of Default or any event that with notice, lapse of time or
otherwise would constitute an Event of Default.
"Eligible
Receivable"
means a
Receivable that satisfies all of the following:
(a) The
Receivable has been created by Borrower in the ordinary course of Borrower's
business and
without any obligation on the part of Borrower to render any further
performance.
(b) There
are
no conditions that must be satisfied before Borrower is entitled to receive
payment of the
Receivable, and the Receivable does not arise from COD sales, consignments
or
guaranteed sales,
(c) The
Account Debtor upon the Receivable does not claim any defense to payment
of the
Receivable,
whether well founded or otherwise.
(d) The
Receivable is not the obligation of an Account Debtor who has asserted or
may
assert any counterclaims
or offsets against Borrower (including offsets for any "contra accounts"
owed by
Borrower to the
Account Debtor for goods purchased by Borrower or for services performed
for
Borrower).
(e) The
Receivable represents a genuine obligation of the Account Debtor and to the
extent any credit
balances exist in favor of the Account Debtor, such credit balances shall
be
deducted in calculating the
Receivable Amount.
(f) Borrower
has sent an invoice to the Account Debtor in the amount of the
Receivable.
(g) Borrower
is not prohibited by the laws of the state where the Account Debtor is located
from bringing
an action in the courts of that state to enforce the Account Debtor's obligation
to pay the Receivable.
Borrower has taken all appropriate actions to ensure access to the courts
of the
state where the
Account Debtor is located, including, where necessary, the filing of a Notice
of
Business Activities Report
or
other similar filing with the applicable state agency or the qualification
by
Borrower as a foreign corporation
authorized to transact business in such state.
(h) The
Receivable is owned by Borrower free of any title defects or any liens or
interests of others except the security interest in favor of Lender, and
Lender
has a perfected, first priority security interest in such
Receivable.
(i) The
Account Debtor on the Receivable is not any of the following: (i) an employee,
affiliate, parent
or
subsidiary of Borrower, or an entity which has common officers or directors
with
Borrower; (ii) the
U.S.
government or any agency or department of the U.S. government unless Lender
agrees in writing to accept the Receivable, Borrower complies with the
procedures in the Federal Assignment of Claims Act of
1940
(41 U.S.C.§15) with respect to the Receivable, and the underlying contract
expressly provides that neither
the U.S. government nor any agency or department thereof shall have the right
of
set-off against Borrower;
(iii) any person or entity located in a foreign country, other than Canada
or a
Permitted Foreign Entity
(to the extent that the Receivables relating to such Permitted Foreign Entity
(or Entities) are billed and collected out of the United States) unless (A)
the
Receivable is supported by an irrevocable letter of credit
issued by a bank acceptable to Lender, (B) if requested by Lender, the original
of such letter of credit
and/or any usance drafts drawn under such letter of credit and accepted by
the
issuing or confirming bank have been delivered to Lender, and (C) is otherwise
acceptable to Lender; or (iv) an Account Debtor as
to
which thirty-five percent (35%) or more of the aggregate dollar amount of
all
outstanding Receivables
owing from such Account Debtor have not been paid within 90 days from invoice
date.
(j) The
Receivable is not in default. A Receivable will be considered in default
if any
of the following
occur: (i) the Receivable is not paid within 90 days from its invoice date;
(ii)
the Account Debtor obligated
upon the Receivable suspends business, makes a general assignment for the
benefit of creditors,
or fails to pay its debts generally as they come due; or (iii) any petition
is
filed by or against the Account
Debtor obligated upon the Receivable under any bankruptcy law or any other
law
or laws for the relief
of
debtors;
(k) The
Receivable does not arise from the sale of goods that remain in Borrower's
possession or under
Borrower's control.
(l) The
Receivable is not evidenced by a promissory note or chattel paper, nor is
the
Account Debtor
obligated to Borrower under any other obligation that is evidenced by a
promissory note.
(m) The
Receivable is not that portion of Receivables due from an Account Debtor
that is
in excess of
thirty-five percent (35%) of Borrower's aggregate dollar amount of all
outstanding Receivables.
(n) The
Receivable is otherwise acceptable to Lender.
"Event
of Default"
has the
meaning set forth in Section 9.1.
"Facility
Fee"
means a
fee equal to 1% of the Credit Limit due upon execution of this Agreement
and
annually thereafter.
"Facility
One Advance"
means
any advance made pursuant to Section 2.1.
"Facility
One Advance Rate"
means
100%,
"Facility
One Borrowing Base"
means
the face amount of the Standby Letter of Credit.
"Facility
One Credit Limit"
means
$3,000,000.
"Facility
One Finance Charge"
means
for each Reconciliation Period an interest amount equal to the Facility
One Finance Charge Percentage of the average daily balance of Facility One
Advances outstanding during
such Reconciliation Period.
"Facility
One Finance Charge Percentage"
means a
rate per year equal to Lender's Prime Rate minus 1.75
percentage points plus an additional five percentage points during any period
that an Event of Default has occurred
and is continuing.
"Facility
One Funding Request"
means a
writing signed by an authorized representative of Borrower requesting
a Facility One Advance.
"Facility
One Overadvance"
means
the total amount of the Facility One Advances then outstanding exceeds the
lesser of the Facility One Credit Limit or the Facility One Borrowing
Base.
"Facility
One Termination Fee"
means a
payment equal to one percent (1%) of the Facility One Credit Limit.
''Facility
Two Advance"
means
any advance made pursuant to section 2.2.
"Facility
Two Advance Rate"
means
80% or such greater or lesser percentage as Lender may from time to time
establish in its sole discretion upon notice to Borrower.
"Facility
Two Borrowing Base"
means at
any time the product of the Account Balance and the Facility Two Advance
Rate.
"Facility
Two Credit Limit"
means
$3,000,000.
"Facility
Two Finance Charge"
means
for each Reconciliation Period an interest amount equal to the Facility
Two Finance Charge Percentage of the average daily balance of the Facility
Two
Advances outstanding
during such Reconciliation Period.
"Facility
Two Finance Charge Percentage"
means a
rate per year equal to Lender's Prime Rate plus 1.75 percentage
points plus an additional five percentage points during any period that an
Event
of Default has occurred
and is continuing.
"Facility
Two Funding Request"
means a
writing signed by an authorized representative of Borrower requesting
a Facility Two Advance that accurately identifies the Eligible Receivables
and
Receivable Amounts, and
includes for each such Receivable the correct amount owed by the Account
Debtor,
the name and address of the Account Debtor, the invoice number, the invoice
date
and the account code.
"Facility
Two Overadvance"
means
the total amount of the Facility Two Advances then outstanding exceeds the
lesser of the Facility Two Credit Limit or the Facility Two Borrowing
Base.
"Facility
Two Sub-limit"
means
$2,000,000.
"Facility
Two Termination Fee"
means a
payment equal to one percent (1%) of the Facility Two Credit Limit.
"Finance
Charge"
means
the Facility One Finance Charge and the Facility Two Finance Charge.
"Lender"
means Bridge Bank, National Association, and its successors and assigns.
"Letter
of Credit"
has the
meaning set forth in Section 2.2.5.
"Maturity
Date"
means
March 28, 2008.
"Obligations"
means
all liabilities and obligations of Borrower to Lender of any kind or nature,
present or future,
arising under or in connection with this Agreement or under any other document,
instrument or agreement,
whether or not evidenced by any note, guarantee or other instrument, whether
arising on account or
by
overdraft, whether direct or indirect (including those acquired by assignment)
absolute or contingent, primary
or secondary, due or to become due, now owing or hereafter arising, and however
acquired; including, without
limitation, all Advances, Finance Charges, fees, interest, expenses,
professional fees and attorneys' fees.
"Overadvance"
means a
Facility One Overadvance or a Facility Two Overadvance.
"Permitted
indebtedness"
means
(a) indebtedness under this Agreement, (b) trade payables to the extent
not
more
than 45 days past due, (c) endorsements of instruments and other payment
items
for collection in the ordinary
course of business, (d) indebtedness included in the financial statements
of the
Borrower included with the Borrower's SEC Form 10-K filed with the Securities
and Exchange Commission with respect to the fiscal year ending December 31,
2006, and (e) additional purchase money indebtedness (including capital leases)
incurred to acquire capital assets and not exceeding $100,000 in total principal
amount at any time outstanding.
"Permitted
Foreign Entity"
means
▇▇▇▇▇▇▇▇▇▇, St. Gobain Sekurit, ▇.▇. ▇▇▇▇▇▇, Huper Optik USA, Mitsui
Chemical,
Guardian Llodio Uno or V-Kool.
"Primary
Collateral"
means
the Standby Letter of Credit, the Receivables, inventory, deposit accounts,
and
any
direct or indirect proceeds of any one or more of the foregoing.
"Prime
Rate"
means
for any day, a variable rate of interest, per annum, most recently published
by
the Wall Street Journal, as the "prime rate," provided that if such day is
not a
business day, the Prime Rate for such
day
shall be such rate on such transactions on the next preceding business day
as so
published in the Wall
Street Journal on the next succeeding business day.
"Receivable
Amount"
means as
to any Receivable, the amount due from the Account Debtor after deducting
all discounts, credits, offsets, payments or other deductions of any nature
whatsoever, whether or not
claimed by the Account Debtor.
"Receivables"
means
all Borrower's rights to payment, whether now existing or hereafter arising,
including accounts,
chattel paper, instruments, contract rights, documents, general intangibles,
letters of credit, drafts, support
obligations, and bankers acceptances.
"Reconciliation
Date"
means
the last calendar day of each Reconciliation Period.
"Reconciliation
Period"
means
each calendar month.
"Standby
Letter of Credit"
means a
standby letter of credit (i) naming Lender as beneficiary, (ii) in an
amount
equal to or greater than the Facility One Credit Limit, (iii) with an expiry
date no sooner than 60 days following
the Maturity Date, (iv) issued by a financial institution with a rating of
BBB
or better, and (v) otherwise in
form
and substance acceptable to Lender in its sole discretion.
"Supplier"
means
any supplier of property (including intellectual property) or services to
Borrower (whether by
sale,
lease, license or otherwise) which is acceptable to Lender.
"Termination
Fee"
means
the Facility One Termination Fee and the Facility Two Termination
Fee.
1.2 Construction:
(a) In
this
Agreement: (i) references to the plural include the singular and to the singular
include the
plural; (ii) references to any gender include any other gender; (iii) the
terms
"include" and "including" are
not
limiting; (iv) the term "or" has the inclusive meaning represented by the
phrase
"and/or," (v) unless otherwise
specified, section and subsection references are to this Agreement, and (vi)
any
reference to any
statute, law, or regulation shall include all amendments thereto and revisions
thereof.
(b) Neither
this Agreement nor any uncertainty or ambiguity herein shall be construed
or
resolved using
any
presumption against either Borrower of Lender, whether under any rule of
construction or otherwise.
On the contrary, this Agreement has been reviewed by each party hereto and
their
respective counsel.
In case of any ambiguity or uncertainty, this Agreement shall be construed
and
interpreted according
to the ordinary meaning of the words used to accomplish fairly the purposes
and
intentions of all parties
hereto.
(c) Titles
and section headings used in this Agreement are for convenience only and
shall
not be used
in
interpreting this Agreement.
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2.
|
Advances
|
|
2.1.
|
Facility
One.
|
| 2.1.1. |
Funding
Requests.
Borrower may request that Lender make an advance (each, a "Facility
One
Advance")
by delivering to Lender a Facility One Funding Request. Lender
shall be
entitled to rely on all the information provided by Borrower to
Lender on
or with the Facility One Funding Request
and to rely on the signature on any Facility One Funding Request
as an
authorized signature of Borrower.
|
| 2.1.2. |
Upon
the approval by Lender of any Facility One Funding Request, Lender
shall
make an Advance
to Borrower in the requested amount; provided
that in no event shall Lender be obligated to make any Facility
One
Advance that results in an Facility One Overadvance or while
any Overadvance is outstanding.
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|
2.2.
|
Facility
Two.
|
|
2.2.1.
|
Funding
Requests.
Borrower may request that Lender make an advance (each, a "Facility
Two
Advance")
by delivering to Lender a Facility Two Funding Request. Lender
shall be
entitled to rely on all the information provided by Borrower to
Lender on
or with the Funding Request and to
rely on the signature on any Facility Two Funding Request as an
authorized
signature of Borrower.
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|
2.2.2.
|
Acceptance
of Receivables.
Lender has no obligation to make any Facility Two Advances and
may
exercise its sole discretion in determining whether any Receivable
is an
Eligible Receivable before
making any Facility Two Advance. Upon the approval by Lender of
any
Funding Request,
Lender shall make a Facility Two Advance to Borrower in the requested
amount; provided
that in no event shall Lender be obligated to make any Facility
Two
Advance that results
in an Facility Two Overadvance or while any Overadvance is
outstanding.
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|
2.2.3.
|
Rights
in Respect of Receivables.
Lender shall have the exclusive right to receive all Collections
on the Receivable and no Adjustments will be made without the Lender's
consent. Lender
shall have, with respect to any goods related to the Receivables,
all the
rights and remedies
of an unpaid seller under the California Uniform Commercial Code
and other
applicable
law, including the rights of replevin, claim and delivery, reclamation
and
stoppage in transit.
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|
2.2.4.
|
Due
Diligence.
Lender may at any time and from time to time contact Account Debtors
and
other
persons obligated or knowledgeable in respect of Receivables to
confirm
the Receivable Amount
of such Receivables, to determine whether Receivables constitute
Eligible
Receivables, and
for any other purpose in connection with this Agreement. Lender
may audit
Borrower's Receivables
and any and all records pertaining to the Collateral, at Lender's
sole
discretion and at
Borrower's expense.
|
| 2.2.5. |
Letters
of Credit.
Lender may issue letters of credit (each, a "Letter of Credit")
for
Borrower's account not exceeding the Facility Two Sub-limit; provided
that, after taking into account the face
value of such Letter of Credit, (i) the total amount outstanding
under
Sections 2.2.5, 2.2.6 and
2.2.7 will not exceed the Facility Two Sub-limit unless such excess
is
cash collateralized in a form and manner and with such documentation
that
is acceptable to Lender, and (ii) the total amount of all outstanding
Facility Two Advances (including amounts deemed to be Facility
Two
Advances
under Sections 2.2.5, 2.2.6 and 2.2.7) will not exceed the lesser
of the
Borrowing Base
and the Facility Two Credit Limit. Each Letter of Credit expiring
after
the Maturity Date must
be secured by unencumbered cash maintained with Lender in an amount
not
less than 100%
of the face amount of each such Letter of Credit. Borrower agrees
to
execute any further documentation
in connection with the Letters of Credit as Lender may request.
The face
amount
of any Letter of Credit issued hereunder shall be deemed to be
a Facility
Two Advance, shall reduce, on a dollar-for-dollar basis, the amount
available for other Facility Two Advances, and
shall be repaid by Borrower in accordance with the provisions of
this
Agreement.
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| 2.2.6. |
Foreign
Exchange.
Borrower may enter in foreign exchange forward contracts with Lender
under
which Borrower commits to purchase from or sell to Lender a set
amount of
foreign currency more than one business day after the contract
date (an
"FX Forward Contract"); provided
that, after taking into account the portion of such FX Forward
Contract
that is deemed to be a Facility Two Advance hereunder, (i) the
total
amount outstanding under Sections 2.2.5, 2.2.6
and 2.2.7 will not exceed the Facility Two Sub-limit unless such
excess is
cash collateralized
in a form and manner and with such documentation that is acceptable
to
Lender, and
(ii} the total amount of all outstanding Facility Two Advances
(including
amounts deemed to be
Facility Two Advances under Sections 2.2.5, 2.2.6 and 2.2.7} will
not
exceed the lesser of the
Borrowing Base and the Facility Two Credit Limit. Ten percent (10.0%)
of
the amount of each outstanding FX Forward Contract shall be deemed
to be a
Facility Two Advances hereunder,
shall decrease, on a dollar-for-dollar basis, the amount available
for
other Facility Two
Advances, and shall be repaid by Borrower in accordance with the
provisions of this Agreement.
Lender may terminate the FX Forward Contracts if an Event of Default
occurs and is continuing.
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|
2.2.7.
|
Cash
Management Services.
For the purpose of utilizing Lender's cash management products,
Lender may
make Facility Two Advances to Borrower in an amount not exceeding
Facility
Two Sub-limit; provided
that, after taking into account the amount of any such Advance
to be made
pursuant
to this Section, (i) the total amount outstanding under Sections
2.2.5,
2.2.6 and 2.2.7 will
not exceed the Facility Two Sub-limit unless such excess is cash
collateralized in a form and manner
and with such documentation that is acceptable to Lender, and (ii)
the
total amount of all
outstanding Facility Two Advances (including amounts deemed to
be Facility
Two Advances under Sections 2.2.5, 2.2.6 and 2.2.7) will not exceed
the
lesser of the Borrowing Base and the Facility Two Credit Limit.
Lender's
cash management services may include merchant services, direct
deposit of payroll, business credit card, and check cashing services
identified in various cash
management services agreements related to such services (the "Cash
Management Services").
Advances provided pursuant to this Section 2.2.7 shall be deemed
to be a
Facility Two
Advances hereunder, shall decrease, on a dollar-for-dollar basis,
the
amount available for other
Facility Two Advances, and shall be repaid by Borrower in accordance
with
the provisions of
this Agreement.
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| 2.2.8. |
Condition
Precedent to Facility Two Advances.
Notwithstanding anything to the contrary in this Agreement or any
related
document, Borrower will not request, and Lender will not provide
any
Facility
Two Advances until Borrower has delivered (or caused to be delivered)
to
Lender a fully executed
subordination agreement in form and substance acceptable to Lender
in is
sole discretion,
which agreement shall subordinate all Indebtedness to, and liens
in favor
of, any applicant
or account party to the Standby Letter of Credit to that owing
to or in
favor of Lender
created pursuant to this Agreement or any related
document.
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|
2.3.
|
It
shall be a condition to each Advance that (a) all of the representations
and warranties set forth in Section
6 are true and correct on the date of such Advance as though made
at and
as of each such date
and (b) no Default has occurred and is continuing, or would result
from
such Advance.
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| 2.4. |
Subject
to the terms of this Agreement, the principal amount of Advances
may be
repaid and reborrowed
by Borrower at any time prior to the Maturity
Date.
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|
3.
|
Collections,
Charges and Remittances.
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|
3.1.
|
Collections.
Lender shall credit Collections with respect to Receivables received
by
Lender to Borrower's
Account Balance within three business days of the date received.
At
Lender's discretion, all Collections
received by Lender may either be (a) credited to Borrower's deposit
account with Lender, or
(b) applied to repay the Advances and other Obligations. Once all
Obligations have been paid in full,
Lender agrees to remit to Borrower the remaining amount of Collections
it
receives. Lender has no duty
to do any act other than to turn over such amounts as required
above. If
an item of Collections is not
honored or Lender does not receive good funds for any reason, the
amount
of any application shall be
reversed as if the Collections had not been received and Finance
Charges
under Section 3.2 shall accrue
thereon.
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|
3.2.
|
Finance
Charges.
On
the 10th
day of each month until payment In full of any principal outstanding
under
this facility, Borrower shall pay to Lender the Finance Charge
for the
Reconciliation Period then ended.
Lender may deduct the accrued Finance Charges from Borrower's checking
account maintained
with Lender.
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|
3.3.
|
Fees.
|
(a) Facility
Fee.
Borrower
shall pay the Facility Fee to Lender promptly upon the execution of this
Agreement
and upon each anniversary hereof during the continuance of this
facility.
(b) Termination
Fees.
In the
event that this Agreement is terminated prior to the Maturity Date, Borrower
shall pay the Termination Fee to Lender; provided that such Termination Fee
shall be waived if this
Agreement is termination in connection with Borrower's entry into a new and
comparable financing agreement
with Lender.
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3.4.
|
Reporting.
Within 15 days after the end of each Reconciliation Period, Lender
shall
send to Borrower a
report covering the transactions for that Reconciliation Period,
including
the amount of all Collections,
Adjustments made by Lender, Finance Charges, and other fees and
charges.
The accounting
shall be deemed correct and conclusive unless Borrower makes written
objection to Lender
within 30 days after the Lender mails the accounting to
Borrower.
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|
3.5.
|
Adjustments.
In
the event of a breach of Sections 6 or 7, or in the event any Adjustment
or dispute is asserted
by any Account Debtor, Borrower shall promptly advise Lender and
shall,
subject to the Lender's
approval, resolve such disputes and advise Lender of any adjustments.
Lender shall have the
right, at any time, to take possession of any rejected, returned,
or
recovered personal property. If such
possession is not taken by Lender, Borrower is to resell it for
Lender's
account at Borrower's expense
with the proceeds made payable to Lender. While Borrower retains
possession of any returned
goods, Borrower shall segregate said goods and ▇▇▇▇ them as property
of
Lender.
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|
3.6.
|
Lockbox
Account .Collection Services.
Borrower and Lender shall immediately enter into an agreement
acceptable to Lender (the "Lockbox Agreement"). Borrower shall
use the
lockbox address as
the remit to and payment address for all of Borrower's Collections
and it
will be considered an immediate
Event of Default if this does not occur or is not operational within
45
days of the date of this Agreement
AH Collections received to the lockbox will be deposited to a non-interest
bearing bank- control
account maintained with Lender and Borrower will not have access
to that
account. Borrower will
(i) immediately notify, transfer and deliver to Lender all Collections
Borrower receives and (ii) deliver
to Lender a detailed cash receipt's journal on Friday of each week
until
the lockbox is operational.
Additionally, Lender may request that Account Debtor's pay (by
wire
transfer or otherwise)
Collections to Lender directly.
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| 4. |
Repayment.
The Borrower will pay interest as set forth in Section 3.2. The
Borrower
will repay in full any
principal, interest or other charges outstanding under this Agreement
no
later than the Maturity Date.
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|
4.1.
|
Recourse.
Advances and the other Obligations shall be with full recourse
against
Borrower.
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|
4.2.
|
Overadvances.
Upon any occurrence of an Overadvance, Borrower shall immediately
pay down
the Advances
so that, after giving effect to such payments, no Overadvance
exists.
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|
4.3.
|
Borrower's
Payment.
When any Overadvance or other amount owing to Lender becomes due,
Lender
shall inform Borrower of the manner of payment which may be any
one or
more of the following
in Lender's sole discretion: (a) in cash immediately upon demand
therefor;
(b) by deduction from
or offset against the amount that otherwise would be forwarded
to Borrower
in respect of any further Advances that may be made by Lender;
(c) by
debiting any deposit account maintained by Borrower with Lender
or (d) by
any combination of the foregoing as Lender may from time to time
choose.
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5. Power
of Attorney.
Borrower
irrevocably appoints Lender and its successors and assigns as Borrower's
true and lawful attorney in fact, and authorizes Lender, at Borrower's sole
expense, whether or not there
has
been an Event of Default, to (i) receive and open all mail addressed to Borrower
for the purpose of collecting
the Receivables; (ii) endorse Borrower's name on any checks or other forms
of
payment on the Receivables;
(iii) execute on behalf of Borrower any and ail instruments, documents,
financing statements and the
like
to perfect Lender's interests in the Receivables and Collateral; (iv) debit
Borrower's checking account maintained
with Lender for any and all Obligations due under this Agreement; (v) sell,
assign, transfer, pledge,
compromise, or discharge the whole or any part of the Collateral; (vi) demand,
collect, receive, ▇▇▇, and
give
releases to any Account Debtor for the monies due or which may become due
upon
or with respect to the Receivables and to compromise, prosecute, or defend
any
action, claim, case or proceeding relating to the Collateral,
including the filing of a claim or the voting of such claims in any bankruptcy
case, all in Lender's name or Borrower's name, as Lender may choose; and
(vii)
prepare, file and sign Borrower's name on any notice,
claim, assignment, demand, draft, or notice of or satisfaction of lien or
mechanics' lien or similar document
with respect to the Collateral; and (viii) do all acts and things necessary
or
expedient, in furtherance of
any
such purposes, except that the powers enumerated in clauses (iv) through
(vi)
above shall be exercised on
when
an Event of Default has occurred and is continuing.
6. Representations
and Warranties.
Borrower
represents and warrants:
(a)
With
respect to each Receivable included in determining the Account Balance:
(i) it
is the
owner with legal right to sell, transfer and assign it;
(ii) The
correct Receivable Amount is on the Funding Request and is not disputed;
(iii) Such
Receivable is an Eligible Receivable;
(iv) Lender
has
the right to endorse and/ or require Borrower to endorse all payments received
on such
Receivable; and
(v) No
representation, warranty or other statement of Borrower in any certificate
or
written statement
given to Lender contains any untrue statement of a material fact or omits
to
state a material fact necessary
to make the statement contained in the certificates or statement not
misleading.
(b) Borrower
is duly existing and in good standing in its state of formation and qualified
and licensed to do
business in, and in good standing in, any state in which the conduct of its
business or its ownership of property requires that it be
qualified.
(c) The
execution, delivery and performance of this Agreement has been duly authorized,
and does not conflict
with Borrower's organizational documents, nor constitute an default under
any
material agreement by which Borrower is bound. Borrower is not in default
under
any agreement to which it is a party or by which it is bound
the
effect of which could be reasonable expected to be a material adverse effect
on
Borrower.
(d) Borrower
has good title to the Collateral and all inventory is in all material respects
of good and marketable quality, free from material defects,
(e) Borrower's
name, form of organization, chief executive office, and the place where the
records concerning
all Receivables and Collateral are kept is set forth at the beginning of
this
Agreement, Borrower is located
at its address for notices set forth in this Agreement.
(f) If
Borrower owns, holds or has any interest in, any copyrights (whether registered,
or unregistered), patents
or trademarks, and licenses of any of the foregoing, such interest has been
specifically disclosed and identified
to Lender in writing.
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7.
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Covenants.
Borrower will:
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(a) Maintain
its corporate existence and good standing in its jurisdictions of incorporation
and maintain its
qualification in each jurisdiction necessary to Borrower's business or
operations.
(b) Give
Lender at least 30 days prior written notice of changes to its name,
organization, chief executive
office or location of records,
(c) Pay
all
its taxes including gross payroll, withholding and sales taxes when due and
will
deliver satisfactory
evidence of payment to Lender if requested.
(d) Promptly
provide to Lender a written report if payment of any Receivable does not
occur
within 60 days
of
its due date and including the reasons for the delay.
(e) Give
Lender copies of all Forms 10-K, 10-Q and 8-K (or equivalents) within 5 days
of
filing with the Securities
and Exchange Commission, while any Advance is outstanding.
(f) Execute
any further instruments and take further action as Lender requests to perfect
or
continue Lender's
security interest in the Collateral or to effect the purposes of this
Agreement.
(g) Provide
Lender with a Compliance Certificate no later than 5 days following each
quarter
end or as requested
by Lender.
(h) Immediately
notify, transfer and deliver to Lender all Collections Borrower
receives.
(i) Not
create, incur, assume, or be liable for any indebtedness other than Permitted
Indebtedness.
(j) Immediately
notify Lender if Borrower hereafter obtains any interest in any copyrights,
patents, trademarks
or licenses that are significant in value or are material to the conduct
of its
business or the value of any
Receivable.
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(k)
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Provide
to Lender:
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(i)
as
soon as available but no later than 5 days following the 15th and the last
day
of every month, accounts receivable aging reports together with a borrowing
base
certificate in form and substance acceptable to
Lender
setting forth the Eligible Receivables and Receivable Amounts
thereof;
(ii)
as
soon as available but no later than 30 days after the end of each month,
company
prepared financial
statements and accounts payable aging reports together with a compliance
certificate in form and substance
acceptable to Lender;
(iii)
as
soon as available but no later than 30 days prior to the last day of Borrower's
fiscal year, annual
operating and financial projections approved by Borrower's board of
directors;
(iv)
as
soon as available but no later than 180 days following the last day of
Borrower's fiscal year, Borrower's financial statements together with an
unqualified opinion on the financial statements by a certified public
accounting firm acceptable to Lender;
(v)
copies of all other filings with the Securities and Exchange Commission;
and
(vi)
such
other information and documents that Lender reasonably requests from time
to
time.
(l) Maintain
its primary deposit accounts with Lender and not maintain any deposit account
with any other
depositary unless; (i) Lender has a valid perfected first priority security
interest in such deposit account and
(ii)
such depositary has entered into a "control" agreement with, and in form
and
substance satisfactory to, Lender
with respect to such deposit account.
(m) Provide
to Lender promptly upon the execution hereof, the following documents in
form
and substance
satisfactory to Lender in its sole discretion: (i) the Standby Letter of
Credit.
(n) Not
to
obtain or permit to remain outstanding any Facility Two Advance
if:,
(i) Borrower
has failed to
maintain a minimum current ratio of (A) 1.00:1:00 for each month through
May 31, 2007, and (B) 1.25:1.00 beginning with the month ending June 30,
2007
and for each
month thereafter; or
(ii) Borrower
has incurred a
net loss during any fiscal quarter ending after September 30, 2006, of $400,000
or more.
(o) Borrower
must at all
times insure all of the tangible Collateral and carry such other business
insurance,
with insurers acceptable to Lender, in such form and amounts as Lender may
reasonably require and that are customary and in accordance with standard
practices for Borrower's industry and locations, and Borrower shall provide
evidence of such insurance to Lender. Borrower will cause all such insurance
policies to
name
Lender as an additional loss payee within 30 days of the Closing Date and
thenceforth must contain a lenders
loss payee endorsement in form acceptable to Lender, Upon receipt of the
proceeds of any such insurance,
Lender shall apply such proceeds in reduction of the Obligations as Lender
shall
determine in good faith,
provided that no Default or Event of Default has occurred and is continuing.
If
Borrower fails to provide or
pay
for any insurance, Lender may, but is not obligated to, obtain the same at
Borrower's expense. Borrower shall promptly deliver to Lender copies of all
material reports made to insurance companies.
(p) Borrower
must at all
times maintain liability insurance with insurers acceptable to Lender, in
such
form
and
amounts as Lender may reasonably require and that are customary and in
accordance with standard practices
for Borrower's industry and locations, and Borrower shall provide evidence
of
such insurance to Lender.
Borrower will cause all such liability insurance policies to name Lender
as an
additional insured within 30
days
of the Closing Date.
(q) Permit
Lender from time
to time hereafter to audit Borrower's Receivables at Borrower's expense.
Such
audits will be conducted prior to the Closing Date and every six months
thereafter or as otherwise requested
by Lender.
8. Security
Interest.
To
secure the prompt payment and performance to Lender of all of the Obligations,
Borrower
hereby grants to Lender a continuing security interest in the Collateral.
Borrower is not authorized to sell,
assign, transfer or otherwise convey any Collateral without Lender's prior
written consent, except for the sale
of
finished inventory in the Borrower's usual course of business and the sale
of
inventory and related property
(other than receivables) to Sunfilm AG pursuant to the Technology Transfer
and
Service Agreement between
Borrower and Sunfilm AG. Borrower agrees to sign any instruments and documents
requested by Lender
to
evidence, perfect, or protect the interests of Lender in the Collateral,
Borrower agrees to deliver to Lender
the originals of all instruments, chattel paper and documents evidencing
or
related to Receivables and other
Collateral. Borrower shall not grant or permit any lien or security interest
in
the Primary Collateral or any interest
therein.
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9.
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Default
and Remedies.
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9.1.
|
Events
of Default.
The occurrence of any one or more of the following shall constitute
an
Event of Default hereunder.
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(a) Failure
to Pay.
Borrower
fails to make a payment under this Agreement.
(b) Lien
Priority.
Lender
fails to have an enforceable first lien (except for any prior liens to which
Lender
has consented in writing) on or security interest in the Primary
Collateral.
(c) False
information.
Borrower
(or any guarantor) has given Lender materially false or misleading information
or representations.
(d) Death.
If
Borrower is a partnership, any general partner dies or becomes legally
incompetent; or
any
guarantor dies or becomes legally incompetent.
(e) Bankruptcy.
Borrower
(or any guarantor) files a bankruptcy petition, a bankruptcy petition is
filed
against Borrower (or any guarantor) or Borrower (or any guarantor) makes
a
general assignment for the
benefit of creditors.
(f) Receivers.
A
receiver or similar official is appointed for a substantial portion of
Borrower's (or any
guarantor's) business, or the business is terminated.
(g) Judgments.
Any
judgments or arbitration awards are entered against Borrower (or any
guarantor),
or Borrower (or any guarantor) enters into any settlement agreements with
respect to any litigation
or arbitration, in an aggregate amount of $50,000 or more in excess of any
insurance coverage.
(h) Material
Adverse Change.
A
material adverse change occurs in Borrower's (or any guarantor's)
(i) business condition, operations, properties or prospects, (financial or
otherwise), or (ii) ability to repay the credit or otherwise perform its
obligations under this Agreement.
(i) Cross-default.
Any
default occurs under any agreement or agreements in connection with any
credit
aggregating more than $100,000 Borrower (or any guarantor) or any of Borrower's
related entities or affiliates has obtained from anyone else or which Borrower
(or any guarantor) or any of Borrower's related entities
or affiliates has guaranteed.
(j) Other
Default under,
(r)
Borrower fails to meet the conditions of, or fails to perform any obligation
under, any term of this Agreement not specifically referred to above, (ii)
any
default occurs under
any
guaranty, subordination agreement, security agreement, deed of trust, mortgage,
or (fit) this Agreement
or any other document required by or delivered in connection with this Agreement
is contested or
invalidated in any respect.
(k) Other
Agreements.
Borrower
(or any guarantor) or any of Borrower's related entities or affiliates
fails to meet the conditions of, or fails to perform any obligation under
any
other agreement Borrower (or any guarantor) or any of Borrower's related
entities or affiliates has with Lender or any affiliate of Lender and such
failure continues for 30 days.
(I) Other
Breach Under Agreement.
Borrower
fails to meet the conditions of, or fails to perform any
obligation under, any term of this Agreement not specifically referred to
above.
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9.2.
|
Remedies.
Upon the occurrence and during the continuance of an Event of Default,
(1)
without implying any
obligation to do so, Lender may cease making Advances or extending
any
other financial accommodations
to Borrower; (2) all or a portion of the Obligations shall be,
at the
option of and upon demand
by Lender, or with respect to an Event of Default described in
Section 9.1
(e), automatically and without
notice or demand, due and payable in full; and (3) Lender shall
have and
may exercise all the rights
and remedies under this Agreement and under applicable law, including
the
rights and remedies of a
secured party under the California Uniform Commercial Code, all
the power
of attorney rights described in
Section 5 with respect to all Collateral, and the right to collect,
dispose of, sell, lease, use, and realize upon
all Receivables and all Collateral in any commercial reasonable
manner.
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10. Accrual
of Interest.
If any
amount owed by Borrower hereunder is not paid when due, including, without
limitation, amounts due under Section 3.3, Overadvances, amounts due under
Section 11, and any other Obligations, such amounts shall bear interest at
a per
annum rate equal to the per annum rate of the Finance
Charges until the earlier of (r) payment in good funds or (ii) entry of a
final
judgment thereof, at which time
the
principal amount of any money judgment remaining unsatisfied shall accrue
interest at the highest rate
allowed by applicable law. All interest and Finance Charges hereunder calculated
at an annual rate shall be based on a year of 360 days, which results in
a
higher effective rate of interest than if a year of 365 or 366 days
were
used.
11. Fees,
Costs and Expenses: Indemnification.
The
Borrower will pay to Lender upon demand all fees, costs
and
expenses (including fees of attorneys and professionals and their costs and
expenses) that Lender incurs
or
may from time to time impose in connection with any of the following: (a)
preparing, negotiating, administering,
and enforcing this Agreement or any other agreement executed in connection
herewith, including
any amendments, waivers or consents in connection with any of the foregoing,
(b)
any litigation or dispute (whether instituted by Lender, Borrower or any
other
person) in any way relating to the Receivables, the
Collateral, this Agreement or any other agreement executed in connection
herewith or therewith, (c)
enforcing any rights against Borrower or any guarantor, or any Account Debtor,
(d) protecting or enforcing its
interest in the Receivables or the Collateral, (e) collecting the Receivables
and the Obligations, or (f) the representation
of Lender in connection with any bankruptcy case or insolvency proceeding
involving Borrower, any
Receivable, the Collateral, any Account Debtor, or any guarantor. Borrower
shall
indemnify and hold Lender
harmless from and against any and all claims, actions, damages, costs, expenses,
and liabilities of any nature
whatsoever arising in connection with any of the foregoing.
12. Integration,
Severability, Waiver, and Choice of Law.
This
Agreement and any related security or other
agreements required by this Agreement, collectively: (a) represent the sum
of
the understandings and agreements
between Lender and Borrower concerning this credit; (b} replace any prior
oral
or written agreements
between Lender and Borrower concerning this credit; and (c) are intended
by
Lender and Borrower
as the final, complete and exclusive statement of the terms agreed to by
them.
In the event of any conflict between this Agreement and any other agreements
required by this Agreement, this Agreement will prevail.
If any provision of this Agreement is deemed invalid by reason of law, this
Agreement will be construed
as not containing such provision and the remainder of the Agreement shall
remain
in full force and effect. Lender retains ail of its rights, even if it makes
an
Advance after a default. If Lender waives a default, it may
enforce a later default. Any consent or waiver under, or amendment of, this
Agreement must be in writing,
and no such consent, waiver, or amendment shall imply any obligation by Lender
to make any subsequent
consent, waiver, or amendment. THIS AGREEMENT SHALL BE GOVERNED BY AND
INTERPRETED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA.
13. Notices.
All
notices shall be given to Lender and Borrower at the addresses or faxes set
forth on the signature
page of this Agreement and shall be deemed to have been delivered and received:
(a) if mailed, three (3) calendar days after deposited in the United States
mail, first class, postage pre-paid, (b) one (1) calendar
day after deposit with an overnight mail or messenger service; or (c) on
the
same date of confirmed transmission
if sent by hand delivery, telecopy, telefax or telex.
14. Jury
Trial.
EACH
PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY
OF
ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING IN CONNECTION WITH THE
OBLIGATIONS OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS
OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY OBLIGATION, OR
THE
TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING,
AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY
HEREBY
AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS
AGREEMENT
MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT
AS
WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER
OF
THEIR
RIGHT TO TRIAL BY JURY. EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS
REVIEWED
THIS WAIVER, HAS DETERMINED FOR ITSELF THE NECESSITY TO REVIEW THE SAME
WITH
ITS
LEGAL COUNSEL, AND KNOWINGLY AND VOLUNTARILY WAIVES ALL RIGHTS TO A JURY
TRIAL.
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15.
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Reference
Provision.
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(a) The
parties prefer that any dispute between them be resolved in litigation subject
to a Jury Trial Waiver
as
set forth in the Loan Documents (defined below), but the California Supreme
Court has held that pre-dispute
Jury Trial Waivers not authorized by statute are unenforceable. This Reference
Provision will be applicable
until: (i) the California Supreme Court holds that a pre-dispute Jury Trial
Waiver provision similar to that contained in the Loan Documents is valid
or
enforceable; or (ii) the California Legislature enacts a statute which
becomes law, authorizing pre-dispute Jury Trial Waivers of the type in the
Loan
Documents and, as a result,
such waivers become enforceable. In addition, this Reference Provision, if
not
already applicable as otherwise
provided herein, will become applicable, if a Court, contrary to a choice
of law
provision contained in the
Loan
Documents, holds that the Saws of the State of California apply to the Loan
Documents.
(b) Other
than (i) nonjudicial foreclosure of security interests in real or personal
property, (ii) the appointment
of a receiver or (iii) the exercise of other provisional remedies (any of
which
may be initiated pursuant
to applicable law), any controversy, dispute or claim (each, a "Claim") between
the parties arising out of
or
relating to this Agreement or any other document, instrument or agreement
between Lender and the undersigned
(collectively in this Section, the "Loan Documents"), will be resolved by
a
reference proceeding in California
in accordance with the provisions of Section 638 et seq. of the California
Code
of Civil Procedure ("CCP"),
or their successor sections, which shall constitute the exclusive remedy
for the
resolution of any Claim,
including whether the Claim is subject to the reference proceeding. Except
as
otherwise provided in the
Loan
Documents, venue for the reference proceeding will be in the Superior Court
or
Federal District Court in
the
County or District where the real property, if any, is located or in a County
or
District where venue is otherwise
appropriate under applicable law (the "Court").
(c) The
referee shall be a retired Judge or Justice selected by mutual written agreement
of the parties. If
the
parties do not agree, the referee shall be selected by the Presiding Judge
of
the Court (or his or her representative).
A request for appointment of a referee may be heard on an ex parte or expedited
basis, and the
parties agree that irreparable harm would result if ex parte relief were
not
granted. The referee shall be appointed
to sit with all the powers provided by law. Pending appointment of the referee,
the Court has power to
issue
temporary or provisional remedies.
(d) The
parties agree that time is of the essence in conducting the reference
proceedings. Accordingly, the referee shall be requested, subject to change
in
the time periods specified herein for good cause shown, to (a)
set
the matter for a status and trial-setting conference within fifteen (15)
days
after the date of selection of the
referee, (b) if practicable, try all issues of law or fact within ninety
(90)
days after the date of the conference and
(c)
report a statement of decision within twenty (20} days after the matter has
been
submitted for decision.
(e) The
referee will have power to expand or limit the amount and duration of discovery.
The referee may
set
or extend discovery deadlines or cutoffs for good cause, including a party's
failure to provide requested
discovery for any reason whatsoever. Unless otherwise ordered based upon
good
cause shown, no party shall be entitled to "priority" in conducting discovery,
depositions may be taken by either party upon seven
(7)
days written notice, and all other discovery shall be responded to within
fifteen (15) days after service. All disputes relating to discovery that
cannot
be resolved by the parties shall be submitted to the referee
whose decision shall be final and binding.
(f) Except
as
expressly set forth in this Agreement, the referee shall determine the manner
in
which the reference proceeding is conducted including the time and place
of
hearings, the order of presentation of evidence,
and all other questions that arise with respect to the course of the reference
proceeding. All proceedings
and hearings conducted before the referee, except for trial, shall be conducted
without a court reporter,
except that when any party so requests, a court reporter will be used at
any
hearing conducted before the
referee, and the referee will be provided a courtesy copy of the transcript.
The
party making such a request
shall have the obligation to arrange for and pay the court reporter. Subject
to
the referee's power to award
costs to the prevailing party, the parties will equally share the cost of
the
referee and the court reporter at trial.
(g) The
referee shall be required to determine all issues in accordance with existing
case law and the statutory laws of the State of California. The rules of
evidence applicable to proceedings at law in the State of California
will be applicable to the reference proceeding. The referee shall be empowered
to enter equitable as
well
as legal relief, provide all temporary or provisional remedies, enter equitable
orders that will be binding on the parties and rule on
any
motion which would be authorized in a trial, including without limitation
motions for
summary judgment or summary adjudication. The referee shall issue a decision
and
pursuant to CCP §644
the
referee's decision shall be entered by the Court as a judgment or an order
in
the same manner as if the
action had been tried by the Court. The final judgment or order or from any
appealable decision or order entered
by the referee shall be fully appealable as provided by law. The parties
reserve
the right to findings of fact,
conclusions of laws, a written statement of decision, and the right to move
for
a new trial or a different judgment,
which new trial, if granted, is also to be a reference proceeding under this
provision.
(h) If
the
enabling legislation which provides for appointment of a referee is repealed
(and no successor
statute is enacted), any dispute between the parties that would otherwise
be
determined by reference procedure will be resolved and determined by
arbitration. The arbitration will be conducted by a retired
judge or Justice, in accordance with the California Arbitration Act §1280
through §1294.2 of the CCP as amended
from time to time. The limitations with respect to discovery set forth above
shall apply to any such arbitration
proceeding.
(i) THE
PARTIES RECOGNIZE AND AGREE THAT ALL DISPUTES RESOLVED UNDER THIS REFERENCE
PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING
(OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN
CHOICE,
EACH PARTY KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES
THAT
THIS REFERENCE PROVISION WILL APPLY TO ANY DISPUTE BETWEEN THEM WHICH ARISES
OUT
OF OR
IS RELATED TO THIS AGREEMENT OR THE LOAN DOCUMENTS.
16. Termination.
No
termination of the availability of financial accommodations under this Agreement
shall
affect Lender's security interest in the Receivables and other Collateral,
and
this Agreement shall continue
to be effective, and Lender's rights and remedies hereunder shall survive
any
such termination, until all
transactions entered into and Obligations incurred hereunder or in connection
herewith have been completed
and satisfied in full. Upon the Maturity Date or such early date of the
termination of the availability of
financial accommodations under this Agreement, Borrower shall immediately
repay
all Advances then outstanding.
17. Promotional
Materials.
Lender
may issue press releases, advertisements, and other promotional materials
describing the benefits and general attributes of the financial and related
services provided by Lender
to
Borrower. Lender has the right to identify Borrower by name in those
materials.
18. Other
Agreements.
Any
security agreements, liens and/or security interests securing payment of
any
obligations
of Borrower owing to Lender or its affiliates also secure the Obligations,
and
are valid and subsisting
and are not adversely affected by execution of this Agreement. An Event of
Default under this Agreement
constitutes a default under other outstanding agreements between Borrower
and
Lender or its affiliates.
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, Borrower and Lender have executed this Agreement on the
day and
year above written.
| BORROWER: |
LENDER:
|
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| SOUTHWALL TECHNOLOGIES INC. |
BRIDGE
BANK, NATIONAL ASSOCIATION
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|
By
|
/s/
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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By
|
/s/
▇▇▇ ▇▇▇▇▇▇▇
|
|
|
Name:
|
▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
|
Name:
|
▇▇▇
▇▇▇▇▇▇▇
|
|
|
Title:
|
VP
of Finance
|
Title:
|
Senior
Vice President
|
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| Address for Notices: | Address for Notices: | |||
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