REIMBURSEMENT AGREEMENT
To: The Sumitomo Bank, Limited
Temple Court
00 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Date: 14th September 1998
DEFINITIONS
Company: Quantum Peripherals (Europe) S.A.
Bank: The Sumitomo Bank, Limited, London Branch.
Bank's Obligations: The obligations of the Bank
undertaken or to be undertaken as obligor
under two letters of credit in favour of
Matsushita - Kotobuki Electronics Industries
Ltd and Ireland - Kotobuki Electronics
Industries Ltd issued by the Bank at the
request of the Company as amended, varied or
replaced.
Deposit: The deposit made with the Bank as collateral
for the Bank's Obligations.
Required Currency: US Dollars.
INDEMNITY
1. In addition and without prejudice to any other express or implied
right to which the Bank may be entitled and in consideration of the
Bank undertaking the Bank's Obligations at the Company's request the
Company agrees:
1.1 At all times to keep the Bank indemnified on demand against
all costs claims losses demands proceedings and expenses
incurred or suffered by the Bank directly or indirectly by
reason of or in connection with the Bank's Obligations or
any of them.
1.2 To supply the Bank with such evidence as the Bank may
reasonably require of the termination of its liability
under the Bank's Obligations or any of them.
AUTHORITY TO PAY
2.1 The Company irrevocably and unconditionally authorises the
Bank to make such payments and comply with such demands as
may be claimed from or made on the Bank in respect the
Bank's Obligations
or any of them as the Bank in its absolute discretion
thinks fit without any necessity to obtain the Company's
confirmation or verification and notwithstanding that the
Company may have disputed the Bank's liability to pay or
comply.
2.2 The Company agrees that any such payment or compliance by
the Bank shall as between the Bank and the Company be
conclusive evidence that the Bank was liable to make such
payment or comply with such demand.
PAYMENTS
3.1 The Company agrees to pay to the Bank on demand from time
to time the amount(s) due from the Company to the Bank
under Clause 1.1. The Bank shall notify the Company within
two Business days of any payment by the Bank of any draws
pursuant to the Bank's Obligations. Upon such notice, the
Company shall have five (5) Business Days to exercise an
option to either (i) break the Deposit in whole or part to
satisfy the amount due (in which event any break funding
costs incurred will be paid by the Company as set out in
clause 4.5 of the charge over the Deposit) or (ii) to pay
the amount due together with interest thereon at the Bank's
New York Prime Rate + 2% p.a. for the period from the date
of payment by the Bank to the date of reimbursement by the
Company.
3.2 Letter of Credit Fee. So long as the Letters of Credit
remain in effect, the Company shall pay to the Bank a
Letter of Credit Fee with respect to the Letters of Credit
equal to 0.05% per annum. The Letter of Credit Fee shall be
paid in arrears on the last Business Day of each calendar
quarter (commencing September 30th 1998) and on the
Termination Date.
CURRENCY
4.1 The Company's liability hereunder is to discharge the
amounts due under clause 1.1 in the Required Currency. All
payments shall be made without any deduction, withholding,
counterclaim or set-off and if required by law to make any
such deduction or withholding the Company will pay such
additional amounts to ensure that the Bank receives the
full amount due hereunder.
4.2 If at any time the Bank receives any payment by or on
behalf of the Company in a currency other than the Required
Currency then such payment shall take effect as a payment
to the Bank of the amount in the Required Currency which
the Bank is able (in accordance with its usual practice and
after deduction of the cost to the Bank of making such
purchase) to purchase with the amount of the payment so
received as soon as may be practicable.
PRIMARY OBLIGATION
5. This indemnity is the Company's primary and continuing
obligation and extends to all Bank Obligations. It will
remain in full force and effect notwithstanding anything
which may operate to release a surety from its obligations.
GOVERNING LAW
6. This reimbursement agreement shall be governed by and
construed in accordance with the laws of England and both
parties submit to the jurisdiction of the English courts
for the settlement of any disputes arising hereunder, The
Company appoints Xxxxx Xxxxxxxxx at Xxxxxxx Xxxxx Xxxxxx
XX0X 0XX as its agent for the service of process in
England.
IN WITNESS whereof this reimbursement agreement has been duly executed for and
on behalf of the QUANTUM PERIPHERALS (EUROPE) S.A.
By: 17 Sept 98
-----------------------------------
Name: Xxxx Xxxxxxx Herpeux
-----------------------------------
Title: Vice President, European Operations
-----------------------------------
