EXHIBIT 10XX
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BOXALL
SUBORDINATION AGREEMENT
SUBORDINATION AGREEMENT (this "Agreement"), dated as of December 27,
1999, among National Bank of Canada (the "Senior Bank"), Alexander Xxxxx Xxxxxx
(the "Subordinated Creditor"), and Advanced Deposition Technologies, Inc. (the
"Borrower").
WHEREAS, the Borrower has entered into a Revolving Credit and Term Loan
Agreement dated as of July 8, 1996 (as amended or extended from time to time,
the "Loan Agreement") with the Senior Bank, and in connection therewith has
granted to the Senior Bank thereunder security interests in and other liens on
all of the Borrower's property, real and personal, tangible and intangible (said
Loan Agreement as amended as provided herein and as in effect from time to time
and all related instruments, notes, agreements and documents evidencing the
Borrower's obligations thereunder or granting security interests and liens to
the Senior Bank being collectively referred to herein as the "Bank Agreements");
and
WHEREAS, the Subordinated Creditor has been issued a Subordinated
Promissory Note (the "Subordinated Note") of even date herewith with by the
Borrower, pursuant to which the Borrower is obligated to pay to the Subordinated
Creditor the aggregate amount of $1,099,598 in accordance with the terms thereof
(as amended in accordance with this Agreement and as in effect from time to
time, together with all related instruments, notes, agreements and documents
evidencing the Borrower's obligations thereunder being collectively referred to
herein as the "Subordinated Agreement"); and
WHEREAS, it is a condition precedent to the Senior Bank's willingness
to permit the issuance of the Subordinated Note and to continue to make loans
pursuant to the Bank Agreements, that the Borrower and the Subordinated Creditor
enter into this Agreement with the Senior Bank; and
WHEREAS, in order to induce the Senior Bank to permit the issuance of
the Subordinated Note and to continue to make loans pursuant to the Bank
Agreements, the Borrower and the Subordinated Creditor have agreed to enter into
this Agreement with the Senior Bank;
NOW, THEREFORE, in consideration of the foregoing, the mutual
agreements herein contained and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
ss.1. Definitions. Terms not otherwise defined herein have the same
respective meanings given to them in the Loan Agreement. In addition, the
following terms shall have the following meanings:
"Senior Debt" shall mean all indebtedness and other obligations of the
Borrower to the Senior Bank of every kind and description, direct or indirect,
absolute or contingent, due or to become due, now existing or hereafter arising,
regardless of how they arise or by what agreement or instrument they may be
evidenced, including, without limitation, all "Obligations" under and as defined
in the Bank Agreements and all principal, interest, fees, costs, enforcement
expenses (including reasonable legal fees and disbursements), collateral
protection expenses and other reimbursement or indemnity obligations created or
evidenced by any of the Bank Agreements or any prior, concurrent, or subsequent
notes, instruments or agreements of indebtedness, liabilities or obligations of
any type or form whatsoever in favor of the Senior Bank. Senior Debt shall
expressly include any and all interest accruing or out of pocket costs or
expenses incurred after the date of any filing by or against the Borrower of any
petition under the federal Bankruptcy Code or any other Bankruptcy, insolvency
or reorganization act regardless of whether the Senior Bank's claim therefor is
allowed or allowable in the case or proceeding relating thereto.
"Subordinated Debt" shall mean all indebtedness and other obligations
of the Borrower to the Subordinated Creditor of every kind and description,
direct or indirect, absolute or contingent, due or to become due, now existing
or hereafter arising, under the Subordinated Agreement, including, without
limitation, all principal, interest, fees, costs, enforcement expenses
(including legal fees and disbursements), collateral protection expenses, other
reimbursement and indemnity obligations and any fees or charges created or
evidenced by the Subordinated Agreement or any subsequent notes, instruments or
agreements or indebtedness, liabilities or obligations of any type or form
issued in payment or in connection with the Subordinated Agreement.
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"Subordinated Documents" shall mean collectively, the Subordinated
Agreement, any promissory notes executed in connection therewith and any and all
guaranties, pledges and security interests, mortgages and other liens directly
or indirectly guarantying or securing any of the Subordinated Debt, and any and
all other documents or instruments evidencing or further guarantying or securing
directly or indirectly any of the Subordinated Debt, whether now existing or
hereafter created.
ss.2. Subordination.
(a) Anything in any agreement between the Borrower and the
Subordinated Creditor to the contrary notwithstanding, the Subordinated Debt
shall be subordinate and junior in right of payment and priority, to the extent
and in the manner set forth in this Agreement, to the Senior Debt. If at any
time revolving loans outstanding under the Loan Agreement shall be paid in full
without terminating the Loan Agreement, subsequent borrowings by the Borrower
under the revolving credit facility under the Loan Agreement shall constitute
Senior Debt for purposes of this Agreement.
(b) Except as provided in clause (c) below, unless and until all
Senior Debt shall have been paid in full in cash, the Borrower will not, nor
will permit any subsidiary to, directly or indirectly, make or agree to make,
and neither the holder nor any assignee or successor holder of any Subordinated
Debt will demand, accept or receive, (i) any payment (in cash, property or
securities, by set-off or otherwise), direct or indirect, of or in respect of
any Subordinated Debt, and no such payment shall be accepted by any holder of
any Subordinated Debt, or (ii) any payment for the purpose of any redemption,
purchase or other acquisition, direct or indirect, of any Subordinated Debt, and
no such payment shall be due.
(c) The Senior Bank acknowledges that the Borrower may make and the
Subordinated Creditor may receive, not sooner than 15 days after the receipt by
the Senior Bank of the financial statements required to be delivered by Section
5.1(ii) of the Loan Agreement for any particular quarter, regularly scheduled
payments of interest due in such quarter under the Subordinated Agreement (as in
effect on the date hereof and delivered to the Senior Bank) and periodic
payments of principal whether or not due in such quarter under said Subordinated
Agreement, provided that on the due date (or proposed date, in the case of
principal) for any such payment, and after giving effect thereto, no Default or
Event of Default (including, without limitation, no breach of any financial
covenant contained in the Loan Agreement) shall have occurred and be continuing,
and provided, further, that each such payment of principal shall also require
the prior consent of the Senior Bank (which consent may be withheld by the
Senior Bank in the reasonable exercise of its sole discretion).
(d) The Subordinated Creditor shall, simultaneously with the
execution and delivery of this Agreement, cause a conspicuous legend to be
placed on the Subordinated Debt, satisfactory in all respect to the Senior Bank,
regarding the subordination reflected herein, and shall deliver possession of
the originals of the Subordinated Debt to the Lender.
ss.3. Enforcement.
(a) The Subordinated Creditor will not take or omit to take any
action or assert any claim with respect to the Subordinated Debt or otherwise
which is inconsistent with the provisions of this Agreement. Without limiting
the foregoing, the Subordinated Creditor will not assert, collect or enforce the
Subordinated Debt or any part thereof or take any action to foreclose or realize
upon the Subordinated Debt or any part thereof or enforce any of the
Subordinated Documents except to the extent (but only to such extent) that the
commencement of a legal action may be required to toll the running of any
applicable statute of limitation. Until the Senior Debt has been finally paid in
full in cash, the Subordinated Creditor shall not have any right of subrogation,
reimbursement, restitution, contribution or indemnity whatsoever from any assets
of the Borrower or any guarantor of or provider of collateral security for the
Senior Debt. The Subordinated Creditor further waives any and all rights with
respect to marshaling. In case any Subordinated Debt is declared due and payable
because of the occurrence of a default under circumstances when the terms of
Section 3 (b) are not applicable, the holders of such Subordinated Debt shall
not be entitled to receive any payment or distribution in respect thereof until
all Senior Debt at the time outstanding shall have been paid in full. Upon the
occurrence of a default in respect of Subordinated Debt, the Borrower and the
Subordinated Creditor will give prompt notice in writing of such happening to
the Senior Bank.
(b) The Subordinated Creditor will not commence or join with any
other creditor or creditors of the Borrower in commencing any bankruptcy,
reorganization, insolvency or similar proceedings against the Borrower. In the
event of any insolvency, bankruptcy, receivership, liquidation, reorganization,
readjustment, composition or other similar proceeding relating to the Borrower
or its property, any proceeding for the liquidation, dissolution or other
winding-up of the Borrower, voluntary or involuntary, and whether or not
involving insolvency or bankruptcy proceedings, any general assignment by the
Borrower for the benefit of creditors, or any distribution,
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division, marshaling or application of any of the properties or assets of the
Borrower or the proceeds thereof to creditors, voluntary or involuntary, and
whether or not involving legal proceedings, then and in any such event:
(i) all Senior Debt shall first be paid in full (including all
principal, premium, if any, and interest) before any payment or
distribution of any character, whether in cash, securities or other
property (other than securities of the Borrower or any other
corporation provided for by a plan of reorganization or readjustment or
similar plan, the payment of which is subordinated, at least to the
extent provided in this Agreement with respect to Subordinated Debt, to
the payment of all Senior Debt at the time outstanding and to any
securities issued in respect thereof under any such plan), shall be
made in respect of any Subordinated Debt;
(ii) any payment or distribution of any character, whether in
cash, securities or other property, which would otherwise (but for the
terms hereof) be payable or deliverable in respect of any Subordinated
Debt, shall be paid or delivered directly to the Senior Bank, for
application to the payment of the Senior Debt, until all Senior Debt
shall have been paid in full, and the holders of the Subordinated Debt
at the time outstanding irrevocably authorize, empower and direct all
receivers, trustees, liquidators, conservators, fiscal agents and
others having authority in the premises to effect all such payments and
deliveries;
(iii) each holder of the Subordinated Debt at the time
outstanding hereby irrevocably authorizes and empowers the Senior Bank
to demand, xxx for, collect and receive all of such payments and
distributions and to receipt therefor, and to file, prove and vote
(including voting to accept or reject any plan of partial or complete
liquidation, reorganization, arrangement, composition or extension) all
claims therefor and take all such other action, in the name of such
holder or otherwise, as the Senior Bank may determine to be necessary
or appropriate for the enforcement of this Agreement; and
(iv) the holders of the Subordinated Debt shall execute and
deliver to the Senior Bank all such further instruments confirming the
above authorization, and all such powers of attorney, proofs of claim,
assignments of claim and other instruments, and shall take all such
other action, as may be requested by the Senior Bank to enforce all
claims upon or in respect of the Subordinated Debt.
(c) For all purposes of this Agreement, Senior Debt shall not
be deemed to have been paid in full unless the holders thereof shall have
received cash equal to the amount in respect of Senior Debt at the time
outstanding.
(d) No present or future holder of Senior Debt shall be
prejudiced in the right to enforce subordination of the Subordinated Obligations
by any act or failure to act on the part of the Borrower or the Subordinated
Creditor.
ss.4. Payments Held in Trust.
(a) The Subordinated Creditor will hold in trust and
immediately pay over to the Senior Bank, in the same form of payment received,
with appropriate endorsements, for application to the Senior Debt, any cash
amount that the Borrower pays to the Subordinated Creditor with respect to the
Subordinated Debt, and will hold in trust as collateral for the Senior Debt any
other assets of the Borrower that the Subordinated Creditor may receive with
respect to Subordinated Debt.
(b) If any payment or distribution of any character (whether
in cash, securities or other property) or any security shall be received by any
holder of any of the Subordinated Debt in contravention of any of the terms of
this Agreement, such payment or distribution or security shall be held in trust
for the benefit of, and shall be paid over or delivered and transferred to the
Senior Bank, for application to the payment of all Senior Debt remaining unpaid,
to the extent necessary to pay all such Senior Debt in full. In the event of the
failure of any holder of any of the Subordinated Debt to endorse or assign any
such payment, distribution or security, the Senior Bank is hereby irrevocably
authorized to endorse or assign the same.
ss.5. Defense to Enforcement. If the Subordinated Creditor, in
contravention of the terms of this Agreement, shall commence, prosecute or
participate in any suit, action or proceeding against the Borrower, then the
Borrower may interpose as a defense or plea the making of this Agreement, and
the Senior Bank may intervene and interpose such defense or plea in its name or
in the name of the Borrower. If the Subordinated Creditor, in contravention of
the terms of this Agreement, shall attempt to collect any of the Subordinated
Debt or enforce any of the Subordinated Documents, then the Senior Bank or the
Borrower may, by virtue of this Agreement, restrain the enforcement thereof in
the name of the Senior Bank or in the name of the Borrower. If the Subordinated
Creditor, in
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contravention of the terms of this Agreement, obtains any cash or other assets
of the Borrower as a result of any administrative, legal or equitable actions,
or otherwise, the Subordinated Creditor agrees forthwith to pay, deliver and
assign to the Senior Bank, with appropriate endorsements, any such cash for
application to the Senior Debt and any such other assets as collateral for the
Senior Debt.
ss.6. Liens. The Subordinated Creditor shall not have or claim any
security interest, lien, claim, right or other Encumbrance in or on any property
of the Borrower. The Senior Debt, and all obligations of the Borrower under the
Loan Agreement and the other Bank Agreements and any and all other documents and
instruments evidencing or creating the Senior Debt and all guaranties,
mortgages, security agreements, pledges and other collateral guarantying or
securing the Senior Debt or any part thereof shall be senior to the Subordinated
Debt and all obligations of the Borrower under all of the Subordinated Documents
irrespective of the time of the execution, delivery or issuance of any thereof
or the filing or recording for perfection of any thereof or the filing of any
financing statements of continuation statement relating to any thereof or the
time, order or method of attachment, perfection, filing or recording of any
Encumbrance. The Subordinated Creditor hereby agrees, upon request of the Senior
Bank at any time and from time to time, to execute such other documents or
instruments as may be reasonably requested by the Senior Bank further to
evidence of public record or otherwise the senior priority of the Senior Debt as
contemplated by this Agreement. The Subordinated Creditor further agrees to
maintain on its books and records such notations as the Senior Bank may
reasonably request to reflect the subordination contemplated by this Agreement
and to perfect or preserve the rights of the Senior Bank hereunder. A copy of
this Agreement may be filed as a financing statement in any Uniform Commercial
Code recording office.
ss.7. Senior Bank's Freedom of Dealing. The Subordinated Creditor
agrees, with respect to the Senior Debt and any and all collateral therefor and
guaranties thereof, that the Borrower and the Senior Bank may agree to increase
the amount of the Obligations under (and as defined in) the Bank Agreements, and
that the Borrower and the Senior Bank may otherwise modify the terms of any of
the Senior Debt, and the Senior Bank may grant extensions of the time of payment
or performance to and make compromises, including releases of collateral or
guaranties, and settlements with the Borrower and all other persons, in each
case without the consent of the Subordinated Creditor or the Borrower and
without affecting the agreements of the Subordinated Creditor or the Borrower
contained in this Agreement; provided, however, that nothing contained in this
ss.7 shall constitute a waiver of the right of the Borrower itself to agree or
consent to a settlement or compromise of a claim which the Senior Bank may have
against the Borrower. The terms of this Agreement, the subordination effected
hereby and the rights of the holders of the Senior Debt shall not be affected by
any amendment of or addition or supplement to any Senior Debt or any instrument
or agreement relating thereto, any exercise or non-exercise of any right, power
or remedy under or in respect of any Senior Debt or any instrument or agreement
relating thereto, or any waiver, consent, release indulgence, extension,
renewal, modification, delay or other action, inaction or omission, in respect
of any Senior Debt or any instrument or agreement relating thereto or any
security therefor or guaranty thereof, whether or not any holder of any
Subordinated Debt shall have had notice or knowledge of any of the foregoing.
ss.8. Modification or Sale of the Subordinated Debt. The Subordinated
Creditor will not, at any time while this Agreement is in effect, modify any of
the terms of any of the Subordinated Debt or any of the Subordinated Documents,
except with the express prior written consent of the Senior Bank; nor will the
Subordinated Creditor sell, transfer, pledge, assign, hypothecate or otherwise
dispose of any or all of the Subordinated Debt, except with the express prior
written consent of the Senior Bank.
ss.9. Borrower's Obligations Absolute. Nothing contained in this
Agreement shall impair, as between the Borrower and the Subordinated Creditor,
the obligation of the Borrower to pay to the Subordinated Creditor all amounts
payable in respect of the Subordinated Debt as and when the same shall become
due and payable in accordance with the terms thereof, all, however, subject to
the rights of the Senior Bank and the restrictions on the Subordinated Creditor
as set forth in this Agreement.
ss.10. Termination of Subordination. This agreement shall continue in
full force and effect, and the obligations and agreements of the Subordinated
Creditor and the Borrower hereunder shall continue to be fully operative, until
all of the Senior Debt shall have been paid and satisfied in full in cash and
such full payment and satisfaction shall be final and not avoidable. To the
extent that the Borrower or any guarantor of or provider of collateral for the
Senior Debt makes any payment on the Senior Debt that is subsequently
invalidated, declared to be fraudulent or preferential or set aside or is
required to be repaid to a trustee, receiver or any other party under any
Bankruptcy, insolvency or reorganization act, state or federal law, common law
or equitable cause (such payment being hereinafter referred to as a "Voided
Payment"), then to the extent of such Voided Payment, that portion of the Senior
Debt that had been previously satisfied by such Voided Payment shall be revived
and continue in full force and effect as if such Voided Payment had never been
made. In the event that a Voided Payment is recovered from the Senior Bank, an
Event of Default shall be deemed to have existed and to be continuing under the
Loan Agreement from the date of the Senior Bank's initial receipt of such Voided
Payment until the full amount of such
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Voided Payment is restored to the Senior Bank. During any continuance of any
such Event of Default, this Agreement shall be in full force and effect with
respect to the Subordinated Debt. To the extent that the Subordinated Creditor
has received any payments with respect to the Subordinated Debt subsequent to
the date of the Senior Bank's initial receipt of such Voided Payment and such
payments have not been invalidated, declared to be fraudulent or preferential or
set aside or are required to be repaid to a trustee, receiver, or any other
party under any Bankruptcy act, state or federal law, common law or equitable
cause, the Subordinated Creditor shall be obligated and hereby agrees that any
such payment so made or received shall be deemed to have been received in trust
for the benefit of the Senior Bank, and the Subordinated Creditor hereby agrees
to pay to the Senior Bank, upon demand, the full amount so received by the
Subordinated Creditor during such period of time to the extent necessary fully
to restore to the Senior Bank the amount of such Voided Payment. Upon the
payment and satisfaction in full in cash of all of the Senior Debt, which
payment shall be final and not avoidable, this Agreement will automatically
terminate without any additional action by any party hereto.
ss.11. Waivers, etc. Except as expressly provided herein, the
provisions contained herein and the undertakings and agreements hereunder shall
not be affected by: (a) any rescission, waiver, amendment or modification of any
agreement referred to herein; (b) any exercise or nonexercise of any right,
remedy, power or privilege (including, without limitation, any sale, release or
exchange of any security) under in respect of any such agreement or applicable
law, including, without limitation, any waiver, consent, extension, indulgence
or other action or inaction in respect of any thereof; or (c) any bankruptcy,
insolvency, reorganization, arrangement, readjustment, composition, liquidation
or similar proceeding of or affecting the Borrower. Except as required hereby,
proceeds from any collateral held by or for the benefit of the Senior Bank may
be applied to payment of any liabilities under the Bank Agreements, as the
Senior Bank shall determine in its sole discretion.
ss.12. Notices. All notices and other communications which are required
and may be given pursuant to the terms of this Agreement shall be in writing and
shall be sufficient and effective in all respects if telecopied or delivered
(including by any commercial delivery service) or mailed by registered or
certified mail, postage prepaid, as follows:
(a) If to the Senior Bank, to it at: National Bank of Canada, Xxx
Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Xxxxx
Xxxxxxx, Vice President, with a copy to Xxxxxx X. Xxxxxx, Esq.,
Goulston & Storrs, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx
00000-0000;
(b) If to the Subordinated Creditor, to him at:_DNA-ADTech S.A.,
X/Xxxxxxxx 0 x 0, Xxxxxx Xxxxxxxxxx xx Xxxxx, 00000 PARLA
(Madrid);
(c) If to the Borrower, to it: Advanced Deposition Technologies,
Inc., Xxxxx Xxxxxxxx Xxxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx
00000, Attention: Xxxxx X. Xxxxxxx, CEO;
or such other address or addresses as any party hereto shall have designated
have designated by written notice to the other parties hereto. Notices shall be
deemed given and effective upon the earlier to occur of (i) the third day
following deposit thereof in the U.S. mail or (ii) receipt by the party to whom
such notice is directed.
ss.13. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(WITHOUT REGARD TO CONFLICT OF LAWS RULES) AND SHALL BE A SEALED INSTRUMENT
UNDER SUCH LAWS.
ss.14. Waiver of Jury Trial. THE SUBORDINATED CREDITOR AND THE BORROWER
EACH HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM
ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR
OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. EXCEPT
AS PROHIBITED BY LAW, THE SUBORDINATED CREDITOR AND THE BORROWER EACH HEREBY
WAIVES ANY RIGHT WHICH IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION
REFERRED TO IN THE PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES. THE SUBORDINATED CREDITOR AND THE BORROWER EACH (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF THE SENIOR BANKS HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT THE SENIOR BANKS WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT THE SENIOR BANK HAS
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVERS
AND CERTIFICATIONS CONTAINED HEREIN.
ss.15. Further Assurances. The parties agree to do, make, execute and
deliver all such additional and further acts, things, assurances and instruments
as any party may reasonably require to carry into effect the provisions
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and intent of this Agreement, including such documents as may be reasonably
requested by any bank or banks which re-fund or refinance any of the Senior
Debt.
ss.16. Miscellaneous. This Agreement may be executed in several
counterparts and by each party on a separate counterpart, each of which when so
executed and delivered shall be an original, and all of which together shall
constitute one instrument. In proving this Agreement, it shall not be necessary
to produce or account for more than one such counterpart signed by the party
against which enforcement is sought. The Senior Bank may, in its sole and
absolute discretion, waive any provisions of this Agreement benefiting the
Senior Bank; provided, however, that such waiver shall be effective only if in
writing and signed by the Senior Bank and shall be limited to the specific
provision or provisions expressly so waived. This Agreement shall be binding
upon the successors and assigns of the Subordinated Creditor and the Borrower
and shall inure to the benefit of the Senior Bank, the Senior Bank's respective
successors and assigns, any bank refunding or refinancing any of the Senior Debt
and their respective successors and assigns, but shall not otherwise create any
rights or benefits for any third party. In the event that any lender or lenders
refund or refinance any of the Senior Debt, the terms "Loan Agreement", "Bank
Agreements", "Event of Default" and the like shall refer mutatis mutandis to the
agreements and instruments in favor of such lender or lenders and to the related
definitions contained therein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
The Bank:
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NATIONAL BANK OF CANADA
By: /s/ Xxxxx Xxxxxxx
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Title: Vice President and Manager
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By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Title: Vice President
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The Subordinated Creditor:
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By: /s/ Xxxxxxxxx Xxxxxx
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Alexander Xxxxx Xxxxxx
The Borrower:
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ADVANCED DEPOSITION TECHNOLOGIES, INC.
By: /s/ Xxxxx Xxxxxxx
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Title: Chief Executive Officer
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