Exhibit 10.22
ABN AMRO
CREDIT AGREEMENT
The undersigned:
1. Suplusco Holding B.V., established in Beusichem, Key Technology B.V.,
established in Beusichem, (new)
hereinafter (together and individually) referred to as 'the Borrower',
2. ABN AMRO Bank N.V., having its registered office in Amsterdam, the
Netherlands, hereinafter referred to as 'ABN AMRO'
Have agreed as follows:
On the basis of the information supplied to ABN AMRO, the Borrower is granted a
facility on the terms and conditions and at the rates and charges stated in this
agreement and the appendix hereto. The facility is granted to finance the
Borrower's business activities
The new 10-year loan is granted particularly to finance the repayment of (a part
of) the current account debts to Key Technology Inc. in Walla Walla, WA, U.S.A.
by the Borrower.
The contingent liability facility is granted to finance to issue bankguarntees.
Facility amount EUR 3,326,721.73 (was: EUR 440,166.78)
Breakdown of facility amount
Overdraft facility EUR 1,500,000.-- (was: EUR 113,445.05)
10-year loan EUR 308,570,52
10-year loan EUR 500,000.- (new)
Contingent liability facility EUR 1,000,000.-- (new)
Overdraft facility
The Borrower may draw under the overdraft facility, subject of course to the
credit limit, up to 70% of the total amount of receivables pledged in favour of
and acceptable to ABN AMRO. (new)
The following receivables will in no event be acceptable:
- receivables older than three months
- receivables not accepted by Netherlands Export Credit Agency (Nederlandsche
Crediet Verzekering Maatschappij (NCM))
- intra-group receivables, e.g. from subsidiaries
- receivables for which a provision has been made.
The 10-year loan of EUR 326,721.73
This loan will be continued unaltered and on the existing terms and conditions,
with the proviso that it will now also be subject to the joint an several
liability of Key Technology B.V.
The new 10-year loan
Drawing
In one amount, not later than the 1st of September 2002
Repayment of principal
In 40 successive three-monthly instalments of EUR 12,500.-- each, the first
instalment being due on the 1st of January 2003.
ABN AMRO Bank N.V., gevestigd te Amsterdam
Handelsregister K.v.K. Amsterdam, nr 33002587
ABN AMRO
continuation Credit Agreement page 2
Rates and charges
Overdraft facility
- Current debit interest rate 5.75% per annum
which is made up of:
- ABN AMRO Euro Base rate 4.00% p.a. (minimum 3.00%)
- Margin 1.75% p.a.
The 10-year loan
- Interest, 1 year fixed 5.25% p.a.
Interest will be payable three-monthly in arrear, beginning on the 1st of
October 2002. The interest rate will be refixed on the 1st of October 2003.
Security and covenants
- Revolving mortgage of EUR 726,048.35 plus 40% for interest and costs, on
the property located at Beusichem, Xxxxxxxxxxxxx 00. Xxxxxx details are
included in the mortgage deed.
- Intercompany liability of all parties named under 1. above, to be laid down
in an intercompany liability agreement. (new)
- Pledge of stocks. (new)
- Pledge of business chattels. (new)
- Pledge of receivables. (new)
Though obliged to pledge the receivables to ABN AMRO on an on-going basis, the
Borrower need only provide ABN AMRO, until further notice, with an itemised and
duly signed list of pledged receivables at the beginning of every month. (new)
- Pursuant to article 18 of the ABN AMRO General Banking Conditions, ABN AMRO
shall have a pledge on all goods, documents of title and securities, which
are in the possession or will come into the possession of ABN AMRO or of a
third party on behalf of ABN AMRO from or for the benefit of the Borrower
on any account whatsoever, on all shares forming part of a collective
deposit within the meaning of the Securities Giro Administration and
Transfer Act ('Wet giraal effectenverkeer'), which are in the possession or
will come into the possession of ABN AMRO, and on all the present and
future debts owing by ABN AMRO to the Borrower on any account whatsoever,
as security for all and any present and future debts owing by the Borrower
to ABN AMRO on any account whatsoever. ABN AMRO hereby accepts this (right
of) pledge. In as far as these assets have not yet been pledged in advance
or otherwise, to ABN AMRO as security \ for the aforementioned obligations
of the Borrower, this Credit Agreement shall be deemed to be a pledge
agreement and the notification required for the pledge shall be deemed to
have been made. in so far as it is considered necessary.(new)
Other provisions
- With a view to the continuity of the Borrower's business, ABN AMRO deems it
necessary that the Borrower's tangible net worth must at all times
represent at least 30% of the (adjusted) balance sheet total.
ABN AMRO Bank N.V., gevestigd te Amsterdam
Handelsregister K.v.K. Amsterdam, nr 33002537
ABN AMRO
continuation Credit Agreement page 3
This criterion must be satisfied throughout the facility period. For the purpose
of this credit arrangement tangible net worth shall be understood to mean:
issued and paid-up share capital plus reserves, deferred taxation liabilities
and loans subordinated to the Borrower's debts to ABN AMRO, minus intangible
assets, receivables from intercompanies, shareholders and/or managing directors
and shares the Borrower holds in his own company, as shown in the (consolidated)
annual accounts accompanied by an unqualified auditor's report drawn up by an
auditor acceptable to ABN AMRO and in accordance with the calculation bases and
accounting principles applied in the annual accounts as at the 30th of September
2000.
- The Borrower will as far as possible lead his incoming and outgoing
payments through ABN AMRO.
- The Borrower will submit to ABN AMRO a surveyor's report of the property to
be mortgaged to ABN AMRO. The contents must be acceptable to ABN AMRO.
- The enclosed ABN AMRO General Credit Provisions dated January 1999 will
apply. By signing this Credit Agreement the Borrower declares that he has
received a copy of said General Credit Provisions and is fully aware of the
contents thereof.
OTC Derivatives (new)
- ABN AMRO is prepared, until further notice, under the joint and several
liability of each Borrower (hereinafter referred to as "the Client"), to
enter into derivatives with the Client, mentioned below. However, ABN AMRO
is not obliged to enter into such transactions with the Client. ABN AMRO
will assess each transaction separately.
Suplusco Holding B.V
Key Technology B.V.
- The above-mentioned security and/or covenants also serve as security for
the fulfilments of the obligations arising from derivatives transactions.
- The enclosed General Derivatives Provisions ("Algemene Bepalingen
Derivatentransacties 2000') will apply to all derivatives transactions
between the Client and ABN AMRO. By signing this Credit Agreement, the
Client declares that he has received a copy of said General Provisions.
- In addition to article 8 of the General Derivatives Provisions ("Algemene
Bepalingen Derivatentransacties 2000"), ABN AMRO may terminate one or more
transactions immediately without warning or notice of default being
required, and all debts owed by the Client on account of the transactions,
whether or not payable, contingent or absolute, shall be payable to ABN
AMRO forthwith and in full without any demand or default notice being
required, in the event that the credit facility with ABN AMRO is
terminated.
- ABN AMRO also encloses the brochure, "OTC-Derivatives Transactions with the
Bank" ("OTC-derivatentransacties met de Bank"). By signing this Credit
Agreement, the Client declares that he has received a copy of said
brochure.
Signature:
Enschede, the 8th August 2002
ABN AMRO N.V.
Branch Enschede Oldenzaalsestraat 4
/s/ Xxxx xx Xxxxx
-------------------
/s/ X. X. Omvlee
-------------------
ABN AMRO Bank N.V., gevestigd te Amsterdam
Handelsregister K.v.K. Amsterdam, nr 3300257,
ABN AMRO
continuation Credit Agreement page 4
Beusichem, /s/ Xxxx X. Xxxxxx Sept. 3, 2002
-------------------------------------
Suplusco Holding B.V.
Beusichem, /s/ Xxxx X. Xxxxxx Sept. 3, 2002
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Key Technology B.V.
ABN AMRO Bank N.V., gevestigd te Amsterdam
Handelsregister K.v.K. Amsterdam, nr 3300257,
