EXHIBIT 10.69
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FIRST AMENDMENT TO CREDIT AGREEMENT
among
▇▇▇▇▇▇▇ EUROPE CONSOLIDATED B.V.,
as Borrower,
▇▇▇▇▇▇▇ TECHNOLOGY COMPANY, INC.,
as Parent, Guarantor and Borrower Representative,
▇▇▇▇▇▇▇ AMERICAS CORPORATION,
▇▇▇▇▇▇▇ EUROPE CONSOLIDATED INC.,
▇▇▇▇▇▇▇ ASIA PACIFIC CORPORATION,
▇▇▇▇▇▇▇ GRAPHIC SYSTEMS INC.,
▇▇▇▇▇▇▇ GERMANY GMBH,
▇▇▇▇▇▇▇ U.K. HOLDING LIMITED,
▇▇▇▇▇▇▇ (U.K.) LTD.,
ACROTEC UK LTD.,
▇▇▇▇▇▇▇ GLOBALTEC LTD.,
▇▇▇▇▇▇▇ SWEDEN HOLDING AB,
▇▇▇▇▇▇▇ IVT AB,
▇▇▇▇▇▇▇ JIMEK AB,
JAPAN-▇▇▇▇▇▇▇ LTD.,
as Guarantors,
and
MAPLE BANK GMBH,
as Lender
Dated as of September 9, 2004
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EXHIBIT 10.69
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of September 9, 2004 (this
"Amendment"), of the CREDIT AGREEMENT, dated as of July 25, 2003 (the "Credit
Agreement"), among ▇▇▇▇▇▇▇ EUROPE CONSOLIDATED B.V., a private company with
limited liability incorporated under the laws of The Netherlands (the
"Borrower"), ▇▇▇▇▇▇▇ TECHNOLOGY COMPANY, INC., a Delaware corporation, as
Parent, Guarantor and Borrower Representative (the "Parent"), ▇▇▇▇▇▇▇ AMERICAS
CORPORATION, a Delaware corporation ("BAC"), ▇▇▇▇▇▇▇ EUROPE CONSOLIDATED INC., a
Delaware corporation ("BEC"), ▇▇▇▇▇▇▇ ASIA PACIFIC CORPORATION, a Delaware
corporation ("BAPC" together with BAC and BEC, each a "Guarantor Parent"),
▇▇▇▇▇▇▇ GRAPHIC SYSTEMS INC., a Delaware corporation ("▇▇▇▇▇▇▇ Graphic"),
▇▇▇▇▇▇▇ GERMANY GMBH, a German company ("▇▇▇▇▇▇▇ Germany"), ▇▇▇▇▇▇▇ U.K. HOLDING
LIMITED, a company incorporated in England and Wales ("▇▇▇▇▇▇▇ U.K."), ▇▇▇▇▇▇▇
(UK) LTD., a company incorporated in England and Wales ("▇▇▇▇▇▇▇ (UK)"), ACROTEC
UK LTD., a company incorporated in England and Wales ("Acrotec UK"), ▇▇▇▇▇▇▇
GLOBALTEC LTD., a company incorporated in England and Wales ("▇▇▇▇▇▇▇
Globaltec"), ▇▇▇▇▇▇▇ SWEDEN HOLDING AB, a limited liability company incorporated
in Sweden under registration number 556263-4724 ("▇▇▇▇▇▇▇ Sweden"), ▇▇▇▇▇▇▇ IVT
AB, a limited liability company incorporated in Sweden under registration number
556225-4721 ("▇▇▇▇▇▇▇ IVT"), ▇▇▇▇▇▇▇ JIMEK AB, a limited liability company
incorporated in Sweden under registration number 556528-6860 ("▇▇▇▇▇▇▇ Jimek"),
JAPAN-▇▇▇▇▇▇▇ LTD., a Japanese company ("▇▇▇▇▇▇▇ Japan" together with ▇▇▇▇▇▇▇
Graphic, ▇▇▇▇▇▇▇ Jimek, ▇▇▇▇▇▇▇ IVT, ▇▇▇▇▇▇▇ Sweden, ▇▇▇▇▇▇▇ Globaltec, Acrotec
UK, ▇▇▇▇▇▇▇ (UK), ▇▇▇▇▇▇▇ U.K. and ▇▇▇▇▇▇▇ Germany, each a "Guarantor
Subsidiary, and collectively, the "Guarantor Subsidiaries") and MAPLE BANK GmbH,
a German bank, as Lender. Unless otherwise defined herein, all capitalized terms
used herein and defined in Section 11 of the Credit Agreement are used herein as
so defined.
W I T N E S S E T H:
WHEREAS, the Borrower, the Parent, the Guarantor Parents, the Guarantor
Subsidiaries and the Lender have entered into the Credit Agreement; and
WHEREAS, the parties desire to modify the Credit Agreement upon the
terms and conditions set forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties do hereby agree as
follows:
SECTION 1. DEFINITIONS.
All terms used in this Amendment and not otherwise defined shall have the
meaning ascribed to such terms in the Credit Agreement.
SECTION 2. AMENDMENTS.
Section 2.1 Section 1.01(a)(ii) of the Credit Agreement is hereby amended
by deleting the words "(which may be Euro Denominated Loans)" and replacing them
with "or Euro Denominated Loans".
Section 2.2 Section 1.03 of the Credit Agreement is hereby amended by (a)
deleting "(a)" and (b) deleting the words "Eurodollar Loan (which may be Euro
Denominated Loan)" and replacing them with "Revolving Loan".
Section 2.3 Section 1.05(b)(iv) of the Credit Agreement is hereby amended
by deleting the words "Eurodollar Loans" and replacing them with "Euro Loans".
Section 2.4 Section 1.06(a) of the Credit Agreement hereby amended by
deleting the percentage "10.5%" and replacing it with "7.5%".
Section 2.5 Section 1.06(b) is amended by (a) deleting the words
"Eurodollar Rate" and replacing it with "applicable Euro Rate", (b) deleting the
words "10.5% per annum" and (c) inserting at the end the words "7.5% per annum
in the case of a Eurodollar Loan or 7.625% per annum in the case of a Euro
Denominated Loan."
Section 2.6 Section 1.06(d) of the Credit Agreement is hereby amended by
deleting the words "each Base Rate Loan and each Eurodollar Loan" and replacing
them with the words "each Revolving Loan".
Section 2.7 Section 1.06(e) of the Credit Agreement is hereby amended by
deleting the words "Eurodollar Rate" and replacing them with "the applicable
Euro Rate".
Section 2.8 Section 1.07 of the Credit Agreement is hereby amended by
deleting the word "Eurodollar" and replacing it with "Euro" in each instance
where it appears.
Section 2.9 Section 1.08 of the Credit Agreement is hereby amended by
deleting the words "Eurodollar Loans" and replacing them with "Euro Loans" in
each instance where they appear.
Section 2.10 Section 1A.04 of the Credit Agreement is hereby amended by
deleting the words "(x) the Eurodollar Rate" and replacing them with "the
applicable Euro Rate (i.e., LIBOR for Letters of Credit denominated in Dollars
and EURIBOR for Letters of Credit denominated in Euros)".
Section 2.11 Section 3.01(a) of the Credit Agreement is hereby amended by
deleting clauses (ii) through (v) of the first sentence thereof in their
entirety and substituting therefor:
"(ii) a renewal fee in an amount computed at the rate of 1.00% of
the Commitment payable on October 31, 2005 and 0.75% of the Commitment
payable on October 31, 2006 and on October 31, 2007 (unless the Commitment
is terminated earlier pursuant to Section 3.02 or 3.03), (iii) a
commitment fee in an amount computed at the rate of 0.50% per annum of the
daily average balance of the Total Unutilized
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Commitment for each month, which fee shall be due and payable on each
Monthly Payment Date, (iv) a monthly maintenance fee in an amount of
$15,000, which fee shall be due and payable on each Monthly Payment Date,
and (v) a termination fee of $100,000, which fee shall be due and payable
on the date of termination of the Commitment if the Borrower elects to
terminate such Commitment prior to October 1, 2008."
Section 2.12 Section 3.03 of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with the following:
"3.03 Other Termination of Commitment. The Commitment shall
terminate in its entirety on October 1, 2008. At the election of the
Lender, no Loan shall be available and the Commitment shall terminate in
its entirety upon the occurrence of a Default or an Event of Default."
Section 2.13 Section 4.01(i) of the Credit Agreement is hereby amended by
deleting the words "Eurodollar Loans" and replacing them with "Euro Loans".
Section 2.14 The Credit Agreement is hereby amended by adding the
following as a new Section 8.16:
"8.16 Grant of Options. The Parent hereby grants the following options to the
Lender. In the event that at any time prior to October 1, 2008 the Parent issues
any equity security or any debt convertible into equity (including, without
limitation, any common stock, preferred stock, warrant, convertible debenture or
the like (but excluding securities issued to officers, directors or employees of
the Parent pursuant to stock option, stock grant or stock purchase plans on
terms approved by the Board of Directors of the Parent), any such securities
referred to herein as an "Equity Security"), the Parent shall at least 30 days
prior to the issuance of any Equity Security (i) notify the Lender of such
issuance of an Equity Security and (ii) issue to the Lender an option (the
"Option"), exercisable, in whole or in part, and if in part on multiple
occasions, at any time within 90 days after the issuance of such Equity
Security, to acquire an amount of such Equity Security as is being issued to the
relevant third party on the same terms and conditions as such Equity Security is
being issued to such third party; provided that the Parent shall not be required
to issue Options to the Lender to acquire more than $5,000,000 of Equity
Securities in the aggregate. Options may be exercised at the discretion of the
Lender using cash or by redemption of Loans, any such redemption to occur at the
face value thereof and without any prepayment or other penalty. Each Option and
the rights herein shall be freely transferable by the Lender, in an aggregate
amount not to exceed $1,000,000, provided, however, that no transfer shall be
made to a Person engaged in the printing business that would be a competitor or
client of any of the Credit Parties. Notwithstanding anything to the contrary
contained in the preceding sentence, each Option and the rights herein shall be
freely transferable and with no limitation as to the amount to any Affiliate,
employee, shareholder, Subsidiary or successor of the Lender, Maple Trade
Finance or Maple Commercial Finance Group. Each transfer shall be subject to
compliance by the Lender and any transferee with all securities and other
applicable laws and regulations. This Section shall survive any termination of
the Credit Agreement."
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Section 2.15 Section 9.05(i) of the Credit Agreement is hereby amended by
adding the words at the end "and (z) Unrestricted Cash held by a Credit Party or
a Subsidiary of a Credit Party in an amount equal to the accounts payable of
such Person due within 30 days in respect of inventory purchased from third
parties."
Section 2.16 Section 9.06 of the Credit Agreement is hereby amended by
deleting the amount "$3,500,000" and replacing it with "$4,500,000".
Section 2.17 Section 9.08 of the Credit Agreement is hereby amended by
deleting the words "$500,000 on a consolidated basis" and replacing them with
"75% of the asset depreciation of the Parent and its Consolidated Subsidiaries
for the prior fiscal year as reflected on the financial statements with respect
to such fiscal year delivered pursuant to Section 8.01(c)".
Section 2.18 Section 10.03 of the Credit Agreement is hereby amended by
adding "8.16" immediately prior to "or 9," in clause (a) thereof.
Section 2.19 The defined term "Borrowing Base" in Section 11 of the Credit
Agreement is hereby amended (a) by deleting the percentage "80%" in clause (b)
and replacing it with "90%", (b) by deleting the percentage "40%" in clause (c)
and replacing it with "60%" and (c) by deleting the amount "$5,000,000" and
replacing it with "$10,000,000".
Section 2.20 The defined term "Business Day" in Section 11 of the Credit
Agreement is hereby amended (a) by deleting the words "Eurodollar Loan" and
replacing them with "Euro Loan", (b) deleting the words "London interbank
market" and replacing them with "Relevant Interbank Market", and (c) deleting
the words "London or New York City" and replacing them with "Frankfurt or such
other city in which the Payment Office will be located".
Section 2.21 The defined term "Payment Office" in Section 11 of the Credit
Agreement is hereby amended by adding at the end of such definition the words
"or such other location as the Lender shall notify to the Borrower."
Section 2.22 The defined term "Reserve Requirement" in Section 11 of the
Credit Agreement is hereby amended by deleting the words "Eurodollar Rate" in
clauses (i) and (ii) and replacing them with "LIBOR".
Section 2.23 Section 11 of the Credit Agreement is hereby amended by
deleting the defined terms "Applicable Margin", "Commitment", "Euro Denominated
Loan", "Eurodollar Loan", "Interest Determination Date", "Revolving Loan
Maturity Date" and "Type" in their entirety and replacing them with the
following:
"Applicable Margin" shall mean a percentage per annum equal to (i)
3%, with respect to Base Rate Loans, (ii) 5.125%, with respect to
Eurodollar Loans, and (iii) 5.525%, with respect to Euro Denominated
Loans.
"Commitment" shall mean $28,000,000 through and including October 1,
2005, and $30,000,000 thereafter.
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"Euro Denominated Loan" shall mean any Loan or any portion thereof
denominated in Euros which bears interest based on EURIBOR.
"Eurodollar Loan" shall mean any Loan or any portion thereof
denominated in Dollars which bears interest based on LIBOR.
"Interest Determination Date" shall mean, with respect to any
Eurodollar Loan or Euro Denominated Loan, the second Business Day prior to
the commencement of any Interest Period relating to such Eurodollar Loan
or Euro Denominated Loan; provided that if market practice differs in the
Relevant Interbank Market for Euros, the Interest Determination Date for
Euro Denominated Loans will be determined by the Lender (and notified to
the Borrower) in accordance with market practice in the Relevant Interbank
Market.
"Revolving Loan Maturity Date" shall mean October 1, 2008 or such
earlier date specified in the Borrower's notice to terminate the
Commitment pursuant to Section 3.02 of this Agreement."
"Type" shall mean the type of Loan determined with regard to the
interest option applicable thereto, i.e., whether a Base Rate Loan, a Euro
Denominated Loan or a Eurodollar Loan.
Section 2.24 Section 11 of the Credit Agreement is hereby amended by
adding the following definitions in alphabetical order:
"EURIBOR" means, with respect to each Interest Period in respect of
a Euro Denominated Loan or amounts calculated with reference thereto, the
rate per annum for deposits in Euros which appears on the Relevant Page
for such Interest Period at or about 11:00 am (Brussels time) on the
Interest Determination Date for such Interest Period.
"Euro Loan" shall mean and include a Eurodollar Loan and a Euro
Denominated Loan.
"Euro Rate" shall mean, with respect to each Interest Period in
respect of a Euro Loan, the rate per annum (rounded upwards, if necessary,
to the nearest 1/1000 of 1%) determined by the Lender to be equal to the
quotient obtained by dividing (a) the applicable LIBOR in the case of
Eurodollar Loans or EURIBOR in the case of Euro Denominated Loans for such
Interest Period by (b) 1 minus the Reserve Requirement for such Euro Loan
for such Interest Period.
"LIBOR" means, with respect to each Interest Period in respect of a
Eurodollar Loan or amounts calculated with reference thereto, the rate per
annum for deposit in Dollars which appears on the Relevant Page for such
Interest Period at or about 11:00 am (London time) on the Interest
Determination Date for such Interest Period.
"Relevant Interbank Market" means, in relation to Euros, the
European interbank market and, in relation to Dollars, the London
interbank market.
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"Relevant Page" means the page of the Reuters or Telerate screen
selected by the Lender (and notified to the Borrower) on which is
displayed, in relation to EURIBOR, the European interbank offered rates
for Euros and, in relation to LIBOR, the London interbank offered rates
for Dollars or, if such page or such service ceases to be available, such
other page or service which displays the European interbank offered rates
for Euros or the London interbank offered rates for Dollars, as the Lender
shall select.
Section 2.25 The defined term "Eurodollar Rate" in Section 11 of the
Credit Agreement shall be deleted in its entirety.
SECTION 3. REPRESENTATION AND WARRANTIES OF THE CREDIT PARTIES
Each Credit Party represents to the Lender that each of the
representations and warranties made in Section 7 of the Credit Agreement is true
and correct as of the date hereof, after giving effect to this Amendment, except
to the extent that such representation is stated to relate to a specified
earlier date in which case such representation and warranty shall be true and
correct as of such earlier date.
SECTION 4. CONDITIONS
This Amendment shall become effective on the date (the "Effective Date")
when each of the following has been fulfilled to the satisfaction of the Lender:
(a) Each of the parties hereto shall have executed and
delivered a counterpart of this Amendment and the Lender shall have received an
amendment fee of $224,000 from the Borrower.
(b) There shall exist no Default or Event of Default under the
Credit Agreement and all representations and warranties contained therein shall
be true and correct as of the Effective Date with the same effect as if made on
such date, except to the extent that such representation is stated to relate to
a specified earlier date in which case such representation and warranty shall be
true and correct as of such earlier date.
(c) The Lender shall have received a copy of the resolutions
of the Board of Directors of the Borrower, the Parent and the Guarantor Parents
authorizing the execution, delivery and performance by them of this Amendment
and an incumbency certificate, in each case certified by its Secretary or an
Assistant Secretary.
(d) The Lender shall have received legal opinions from counsel
to the Parent, the Guarantor Parents and the Borrower (x) covering the matters
contained in paragraphs (1) through (5) of Exhibit D to the Credit Agreement
with respect to this Amendment and (y) stating that no further action is
necessary to maintain the perfection of the security interest in the Security
Documents granted by such Credit Party to secure the obligations of such Credit
Party, as amended by this Amendment and (2) otherwise in form and substance
satisfactory to the Lender.
(e) All proceedings and all documents, instruments and other
legal matters in connection with this Amendment shall be satisfactory in form
and substance to the
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Lender and its Counsel and the Lender shall have received such other documents,
certificates, instruments and opinions relating to the transactions contemplated
hereby as it shall reasonably request, in each case, in form and substance
satisfactory to it.
(f) All fees and expenses of the Lender (including fees and
expenses of its counsel) incurred in connection with this Amendment shall have
been paid.
SECTION 5. COVENANTS
Section 5.1 Each Credit Party other than any Credit Party whose counsel
has delivered an opinion pursuant to Section 4(d) will deliver an opinion of its
counsel satisfying the requirements of Section 4(d) within 30 calendar days
after the Effective Date.
Section 5.2 Each Credit Party other than any Credit Party who has
delivered the Secretary's or Assistant Secretary's certificate described in
Section 4 (c), will deliver such Secretary's or Assistant Secretary's
certificate satisfying the requirement of Section 4 (c) within 30 calendar days
after the Effective Date.
Section 5.3 Failure to comply with the covenants in Sections 5.1 and 5.2
shall constitute an Event of Default under Section 10.03 (a) of the Credit
Agreement.
SECTION 6. MISCELLANEOUS
Section 6.1 Each of the Credit Documents modified hereby is expressly
continued in full force and effect. Except as expressly modified herein, all
terms, provisions and conditions will remain unchanged and shall remain in full
force and effect for the full term thereof, and this Amendment shall be
interpreted with the Credit Agreement, as modified hereby, as one and the same
instrument. This Amendment shall also constitute a Credit Document as defined in
the Credit Agreement.
Section 6.2 Each of the Credit Parties confirms for purposes of each of
the Security Documents to which it is a party that (i) references in such
documents to the Credit Agreement are to the Credit Agreement as amended by this
Amendment and (ii) the defined terms "Obligations" and "Secured Obligations" in
the Credit Documents refer to the Obligations under the Credit Agreement as
amended by this Amendment.
Section 6.3 The terms and provisions of this Amendment, and the respective
rights and obligations of each party hereunder, shall be binding upon and inure
to the benefit of their respective successors, legal representatives and
assigns.
Section 6.4 The Lender hereby expressly waives the renewal fee of $400,000
payable pursuant to Section 3.01 (a) (ii) of the Credit Agreement that was due
and payable on August 15, 2004.
Section 6.5 THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERENED BY THE LAW OF
THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PROVISIONS
THEREOF.
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Section 6.6 Any provision of this Amendment that shall be prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction, and each party hereto shall remain liable to perform its
obligations hereunder except to the extent of such enforceability. To the extent
permitted by law, each party hereto hereby waives any provision of law that
renders any provision hereof prohibited or unenforceable in any respect.
Section 6.7 This Amendment is limited precisely as written and shall not
be deemed to be an amendment, consent, waiver or modification of any other term
or condition of the Credit Agreement or any of the instruments or agreements
referred to therein, or prejudice any right or rights which the Lender may now
have or may have in the future under or in connection with the Credit Agreement
or any of the instruments or agreements referred to therein. Except as expressly
modified hereby, the terms and provisions of the Credit Agreement shall continue
in full force and effect. Whenever the Credit Agreement is referred to in the
Credit Agreement or any of the instruments, agreements or other documents or
papers executed and delivered in connection therewith, it shall be deemed to be
a reference to the Credit Agreement as modified by this Amendment.
Section 6.8 This Amendment may be executed by the parties hereto in
separate counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective duly authorized officers as of
the date first above written.
Address:
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ EUROPE CONSOLIDATED B.V.,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ as Borrower
Attn: President
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Director
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ TECHNOLOGY COMPANY, INC.,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ as Parent, Guarantor and Parent Representative
Attn: President
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President, CFO and Treasurer
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ CORPORATION,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ as Guarantor
Attn: President
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ EUROPE CONSOLIDATED INC.,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ as Guarantor
Attn: President
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
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▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ASIA PACIFIC CORPORATION,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ as Guarantor
Attn: President
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ GRAPHIC SYSTEM INC.,
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ as Guarantor
Attn: President
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ GMBH, as Guarantor
D-86165 Augsburg
Germany
Attn: Managing Director By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------------
Tel: ▇▇▇-▇▇▇-▇▇▇-▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇-▇▇▇▇ Title: Geschaftsfuhrer
With a copy to:
▇▇▇▇▇▇▇ Technology Company, Inc.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
-10-
Unit 13 Apex Business Centre EXECUTED as a DEED by
Boscombe Road ▇▇▇▇▇▇▇ U.K. HOLDING LIMITED,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ as Guarantor
England
Attn: Managing Director
Tel: ▇▇▇-▇▇▇▇-▇▇▇▇▇▇ By
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Fax: ▇▇▇-▇▇▇▇-▇▇▇▇▇▇ as attorney-in-fact under a power of
attorney dated
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With a copy to:
▇▇▇▇▇▇▇ Technology Company, Inc.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Attn: President Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Title: Director
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ EXECUTED as a DEED by
Boscombe Road ▇▇▇▇▇▇▇ (U.K.) LTD., as ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇▇▇▇
Attn: Managing Director By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Tel: ▇▇▇-▇▇▇▇-▇▇▇▇▇▇ as attorney-in-fact under a power of
Fax: ▇▇▇-▇▇▇▇-▇▇▇▇▇▇ attorney dated August 26, 2004
With a copy to:
▇▇▇▇▇▇▇ Technology Company, Inc.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Attn: President Title: Director
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
-11-
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ EXECUTED as a DEED by
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ACROTEC UK LTD., as Guarantor
England
Attn: Managing Director
Tel: ▇▇▇-▇▇▇▇-▇▇▇▇▇▇ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Fax: ▇▇▇-▇▇▇▇-▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
With a copy to:
▇▇▇▇▇▇▇ Technology Company, Inc.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President By
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Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Name:
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Title:
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ EXECUTED as a DEED by
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ GLOBALTEC LTD., as Guarantor
England
Attn: Managing Director
Tel: ▇▇▇-▇▇▇▇-▇▇▇▇▇▇ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Fax: ▇▇▇-▇▇▇▇-▇▇▇▇▇▇ as attorney-in-fact under a power of
attorney dated August 26, 2004
With a copy to:
▇▇▇▇▇▇▇ Technology Company, Inc.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ By
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Attn: President Name:
Tel: (▇▇▇) ▇▇▇-▇▇▇▇ Title:
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
-12-
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ HOLDING AB, as Guarantor
▇▇▇ ▇
▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Attn: Managing Director Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇▇ Title: Director
Fax: ▇▇▇-▇▇▇-▇▇▇▇▇
With a copy to:
▇▇▇▇▇▇▇ Technology Company, Inc.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Stoerydsvagen ▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇, as Guarantor
▇▇▇ ▇
▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Attn: Managing Director Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇▇ Title: Director
Fax: ▇▇▇-▇▇▇-▇▇▇▇▇
With a copy to:
▇▇▇▇▇▇▇ Technology Company, Inc.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
-▇▇-
▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, as Guarantor
▇-▇▇▇ ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇
Attn: Managing Director By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Tel: ▇▇▇-▇▇-▇▇-▇▇-▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Fax: ▇▇▇-▇▇-▇▇-▇▇-▇▇ Title: Director
With a copy to:
▇▇▇▇▇▇▇ Technology Company, Inc.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
4-34 Toyo 2-chome ▇▇▇▇▇▇-▇▇ ▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇., ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇-▇▇▇▇
▇▇▇▇▇
Attn: Managing Director By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Tel: ▇▇▇-▇-▇▇▇▇-▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Fax: ▇▇▇-▇-▇▇▇▇-▇▇▇▇ Title: Representative Director
With a copy to:
▇▇▇▇▇▇▇ Technology Company, Inc.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President
Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
MAPLE BANK GmbH, as Lender
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Managing Director
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
-14-