**EXHIBIT 10.13**

 
|   | DATED |   | June 24,  2004 |
|--------|-------|--------|----------------|

 

 

BURDALEFINANCIAL LIMITED

 

and

 

VIEWSONIC EUROPE LIMITED

 

and

 

FURNESSLOGISTICS B.V.

 

 

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THIRDPARTY PLEDGEHOLDER AGREEMENT

 

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NabarroNathanson

Lacon House

Theobald’sRoad

London  WC1X 8RW

 

Tel:  0207524 6000

 

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**THIRD PARTY PLEDGEHOLDER AGREEMENT**

 

**DATE JUNE 24, 2004**

 

**PARTIES**

 

(1)                        BURDALE FINANCIAL LIMITED acompany incorporated and existing under laws of England, having its registeredoffice at 53 Queen Anne Street, London W1G 9HP (registered in England and Walesunder number 2656007), represented for the purposes hereof by Nigel Hogg (the **“Pledgee”**);

 

(2)                        VIEWSONIC EUROPE LIMITED(Company registration number 03131161) a company incorporated and existingunder the laws of England, having its registered office at ViewSonic House,Fleming Way, Crawley West Sussex RH10 9GA represented for the purposes hereofby Christopher M. Franey (the **“Pledgor”**);and

 

(3)                        FURNESS LOGISTICS MOERDIJKB.V. a company incorporated and existing under the laws of the Netherlands,having its registered office at Trade boulevard 4, Havennummer 528, 4761,Moerdijk represented for the purposes hereof by Piet Mulders (the **“Third Party Pledgeholder”**).

 

The Pledgee,the Pledgor and the Third Party Pledgeholder are hereinafter collectively referredto as the **“Parties”** andindividually as a **“Party”**.

 

**RECITALS**

 

(A)                    Pursuant to a facility agreement dated asof 24 June 2004 the Pledgee has agreed to make available to the Pledgorfinancial facilities up to twenty million US dollars ($20,000,000) as may befurther amended, supplemented or restated form time to time (the **“Facility Agreement”**).

 

(B)                      Pursuant to a Pledge Agreementdated 24 June 2004 (the **“Pledge Agreement”**),the Pledgor has pledged to the Pledgee its trading stock and other moveableassets located in the Netherlands, including computer monitors and all otherinventory (the **“Goods**”),  thus creating a first ranking non-possessoryright of pledge on the Goods.

 

(C)                      The Pledgor is the owner ofGoods stored at warehouses, operated by the Third Party Pledge holder TheParties are entering into this third party pledgeholder agreement in order toconvert the non-possessory right of pledge created under the Pledge Agreementinto a possessory right of pledge with respect to the Goods located from timeto time at the Warehouses.

 

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**IT IS AGREED ASFOLLOWS:**

 

# **1.**                            DEFINITIONS AND INTERPRETATION

# ** **

## 1.1                                          Unless otherwise definedherein capitalised terms used in this Agreement, including the recitals hereto,shall have the meaning given thereto in the Pledge Agreement.

##  

## 1.2                                          In this Agreement, the termsused will have the following meaning, unless they are expressly otherwisedefined and the headings shall not affect its interpretation:

##  

**“Additionally Pledged Products”**

** **

means all theproducts belonging to the Pledgor and stored at the Warehouses substituting,replacing or complementing the Initially Pledged Products;

 

**“Agreement”**

** **

means thisagreement, as may be amended, modified and/or restated from time to time;

 

**“Business Day”**

** **

means any daynot being a Saturday, Sunday or Bank holiday when banks are open for businessin London and the Netherlands;

 

**“Event of Default”**

** **

means any ofthe events specified in clause 22 of the Facility Agreement;

 

**“Initially Pledged Products”**

** **

means all theproducts of the Pledgor now stored at the Warehouses;

 

**“Obligors”**

** **

means theFacility Companies and the Guarantors, as each such term is defined by theFacility Agreement;

 

**“Pledged Products”**

** **

means both theInitially Pledged Products and the Additionally Pledged Products;

 

**“Warehouses”**

** **

means thewarehouses operated by the Third Party Pledgeholder, located at:

 

(i) Tradeboulevard 4, Havennummer 528, 4761 RL Moerdijk; and

 

(ii) other premises of the Third Party Pledgeholder located at Moerdijk;

 

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**“Secured Indebtedness”**

** **

means at anytime all present and future obligations and liabilities, whether actual orcontingent and whether owed jointly or severally or in any other capacity whatsoever,of each Obligor to the Pledgee.

 

## 1.3                                          References to parties doinclude their successors and assigns.

##  

# **2.**                            APPOINTMENT OF A THIRD PARTYPLEDGEHOLDER

# ** **

## 2.1                                          The Pledgor and the Pledgeehereby agree that as of the signing of this Agreement the Pledged Productsshall be held by the Third Party Pledgeholder as third party exercising control(*feitelijke macht*) over the PledgedProducts within the meaning of article 3:236 paragraph 1 of the Dutch CivilCode. The Third Party Pledgeholder hereby agrees to so hold the PledgedProducts and agrees in particular that it shall not release or deliver any ofthe Pledged Products:

##  

#### (a)                        to the Pledgor, or to anyother person, except with the authorisation of the Pledgee;

####  

#### (b)                       to the Pledgee, except aspursuant to Sub clauses 2.4 and 3.4.

####  

## 2.2                                          The Pledgee hereby authorisesthe Pledgor to dispose of the Pledged Products in its ordinary course ofbusiness as long as no Event of Default has occurred and provided that theremoval of the products from the Warehouses is physically carried out by theThird Party Pledgeholder.

##  

## 2.3                                          The provisions of thisAgreement shall cease to apply to and the Pledgee hereby waives, renounces andrelinquishes its security rights granted by this Agreement in respect of suchPledged Products sold and delivered to a third party in conformity with theseprovisions.

##  

## 2.4                                          The Pledgee may withdraw theauthorisation under 2.2 at any time by giving written notice to the Pledgor andthe Third Party Pledgeholder. The Third Party Pledgeholder undertakes not toremove any Pledged Product after it receives such written notice from thePledgee.

##  

## 2.5                                          For the avoidance of doubt, ifand to the extent that this Agreement and the mechanisms set out in the PledgeAgreement fail to create a valid right of possessory pledge on the PledgedProducts on behalf of the Pledgee, the Pledged Products will still be subjectto the non-possessory right of pledge, which right of pledge will be subject tothe terms and conditions of the Pledge Agreement.

##  

# **3.**                            UNDERTAKINGS

 

## 3.1                                          The Third Party Pledgeholderundertakes to release, return or deliver all of the Pledged Products to thePledgee or its designee after receipt of the written notice referred to inClause 2.4.

##  

## 3.2                                          The Third Party Pledgeholderundertakes to segregate the Pledged Products kept in the Warehouses in a waywhich shall avoid any confusion with similar third party products stored in theWarehouses and to comply with any reasonable instruction of the Pledgee toindicate that the Pledged Products are pledged in favour of the Pledgor.

 

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## 3.3                                          The Third Party Pledgeholderconfirms and agrees with the Pledgor and the Pledgee that:

##  

### 3.3.1                                                    it is not the beneficiary ofany lien, claim or option over the Pledged Products and does not hold any otherinterest in the Pledged Products;

###  

### 3.3.2                                                    it will not create any liennor acquire any interest in such Pledged Products and that it agrees not tolevy or distrain on the Pledged Products or to assert any claim against thePledge Products or part of it,; and

###  

### 3.3.3                                                    at the date of this Agreement,it has no outstanding claim against the Pledgor.

###  

## 3.4                                          The Third Party Pledgeholderundertakes to release the Pledged Products on first request of the Pledgee tothe bailiff acting for the account of the Pledgee, upon notification by thelatter of a judgment of foreclosure of the pledge given according to theapplicable law which has become (provisionally) enforceable notwithstandingopposition or appeal. Such release shall however not exceed the amount of theSecured Indebtedness.  The costs of suchrelease, if any, shall be borne by the Pledgor.

##  

## 3.5                                          The Third Party Pledgeholderundertakes not to store the Pledged Products in another location than theWarehouses.

##  

# **4.**                            OBLIGATIONS OF THE PLEDGEE

# ** **

## 4.1                                          In case of foreclosure of thepledge, the Pledgee undertakes:

##  

### 4.1.1                                                    to pay to the Third PartyPledgeholder all fees due by the Pledgor under the last invoice in progress,provided that it is subrogated in the rights of the Third Party Pledgeholdervis-à-vis the Pledgor; and

###  

### 4.1.2                                                    to pay for the servicesrendered by the Third Party Pledgeholder, at the tariff agreed between thePledgor and the Third Party Pledgeholder, for as long as these services will berequired by it, provided that it is subrogated in the rights of the Third PartyPledge holder vis-à-vis the Pledgor.

###  

## 4.2                                          The Pledgee undertakes topromptly notify the Third Party Pledgeholder of the release of the pledge ifthe security created by the Pledge Agreement is discharged.

##  

## 4.3                                          If any storage fees orassociated costs are not paid to the Third Party Pledgeholder in respect ofservices provided to the Pledgor, the Third Party Pledgeholder shall have andmay exercise a first priority lien over the Goods to recover such fees andcosts.

##  

# **5.**                            WAIVERS

 

The rights ofthe Pledgee under this Agreement (whether arising pursuant hereto or under thegeneral law) shall not be capable of being waived or varied otherwise than byan express waiver or variation in writing; and in particular any failure toexercise, or any delay in exercising, any of such rights shall not operate, asa waiver or variation of that or any other such right; any defective or partialexercise of any of such rights shall not preclude any other or further exerciseof that or any other such right; and no act or course of conduct or negotiationon its

 

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part, or onits behalf, shall in any way preclude it from exercising any such right orconstitute a suspension or any variation of any such right.

 

# **6.**                            MISCELLANEOUS

 

## 6.1                                          Any provision of thisAgreement which is prohibited or unenforceable in any jurisdiction shall, as tosuch jurisdiction, be ineffective to the extent of such prohibition orunenforceability without invalidating the remaining provisions thereof oraffecting the validity or enforceability of such provision in any otherjurisdiction.

##  

## 6.2                                          In case anyone or more of theprovisions contained in this Agreement should be invalid, illegal orunenforceable in any respect, in whole or in part, under any enactment or ruleof law, such term or provision or part shall to that extent be deemed not toform part of this agreement and the validity, legality and enforceability ofthe remaining provisions contained herein shall not in any way be affected orimpaired.

##  

In such casethe Parties shall negotiate in good faith in order to replace such term orprovision by another term or provision with a similar effect, to the extentpermitted by applicable law.

 

## 6.3                                          No variation of this Agreementshall be effective unless in writing and signed by or on behalf of each of theParties.

##  

# **7.**                            COSTS AND EXPENSES

 

## 7.1                                          All costs and expensesincurred by the Pledgee pursuant to this Agreement shall be borne by thePledgor.

##  

# **8.**                            TERMINATION

 

## 8.1                                          The Parties agree that thisAgreement will terminate upon the termination of both the non-possessory rightof pledge pursuant to the Pledge Agreement and the possessory right of pledgepursuant to this Agreement.

 

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# **9.**                            NOTICES

 

## 9.1                                          Any notice or othercommunication requiring to be given or served under or in connection with thisAgreement shall be in writing and shall be sufficiently given or served ifdelivered or sent:

##  

In case of thePledgee:

 

BURDALEFINANCIAL LIMITED

53 Queen AnneStreet

London

W1G 9HP

England

 

Fax: 0044 207935 4445

 

For theattention of the Company Secretary

 

 

In case of thePledgor:

 

VIEWSONICEUROPE LIMITED

 

ViewSonicHouse

 

Fleming Way,Crawley

 

West Sussex

 

RH10 9GA

 

Fax: 0044 1293643 915

 

For the attentionof the European Legal Counsel

 

 

In case of theThird Party Pledgeholder:

Tradeboulevard4

Havennummer528

4761 RLMoerdijk

 

Fax:

 

For theattention of: Piet Mulders

 

## 9.2                                          Any such notice or othercommunication shall be delivered by hand or sent by courier, fax or prepaidfirst class post.  If sent by courier orfax such notice or communication shall conclusively be deemed to have beengiven or served at the time of dispatch. If sent by post such notice or communication shall conclusively bedeemed to have been received two business days from the time of posting.

 

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# **10.**                     GOVERNING LAW AND SUBMISSION TOJURISDICTION

 

## 10.1                                    This Agreement shall begoverned by and construed in accordance with the laws of the Netherlands.

##  

## 10.2                                    In case of dispute which mayarise out of or in connection with this Agreement, the Courts of Amsterdam, theNetherlands, shall have exclusive jurisdiction.

##  

**IN WITNESS**whereof the parties hereto have caused this Agreementto be duly executed and delivered by their respective officers thereunto dulyauthorized as the date the first above written.

 
| Signed on  behalf of BURDALE FINANCIAL | )                  |
|----------------------------------------|--------------------|
| LIMITED in  the presence of:           | )                  |
|                                   |
|                                   |
| Witness:                               | /s/ Nigel B.  Hogg |   |
|                                   |
| Name: Nigel  B. Hogg                   |
|                                   |
| Address: 53 Queen  Anne Street         |
|                                   |
| London                                 |
|                                   |
| W1G 9HP,  England                      |
|                                   |
| Occupation:  Director                  |
|                                        |                    |  |

 

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| Signed on  behalf of VIEWSONIC EUROPE | )                      |
|---------------------------------------|------------------------|
| LIMITED in  the presence of:          | )                      |
|                                  |
|                                  |
| Witness:                              | /s/  Christoper Franey |   |
|                                  |
| Name:  Christopher Franey             |
|                                  |
| Address:  ViewSonic House             |
|                                  |
| Fleming Way,  Crawley                 |
|                                  |
| West Sussex,  RH10 9GA                |
|                                  |
| Occupation:  President                |
|                                       |                        |  |

 

 
| Signed on  behalf of FURNESS LOGISTICS | )                 |
|----------------------------------------|-------------------|
| MOERDIJK  B.V.               | )                 |
| in the  presence of:                   | )                 |
|                                   |
|                                   |
| Witness:                               | /s/ Piet  Mulders |   |
|                                   |
| Name: Piet  Mulders                    |
|                                   |
| Address:  Tradeboulevard 4             |
|                                   |
| Havennummer  528                       |
|                                   |
| 4761 RL  Moerdijk                      |
|                                   |
| Occupation:  Operations Manager        |
|                                        |                   |  |

 

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