exv10w17






Exhibit 10.17




			
	 	 	 
	Svenska Handelsbanken AB (publ) 

Zweigniederlassung Frankfurt/Main

Darmstädter Landstrasse 116 
60598
Frankfurt/Main
	 	EURO Short Term Loan Facility






	 	 	 	 	 	 	 
	Lender

	 	Svenska Handelsbanken AB (publ) 

Zweigniederlassung Frankfurt/Main

       
       (the “Bank”)	 	 
	Borrower

	 	Name

Mobitec GmbH
	 	 	 	Konto

* * *
	 

	 	Street 
NobelstraBe 22
	 	 	 	Telephone 
(07243)76175-0
	 

	 	Place
 76275 Ettlingen
	 	Country 
Germany
	 	Telefax 
(07243) 76175-18
	Amount

	 	Currency 
EUR
	 	Amount in letters

=nine hundred twelve thousand=
	 	Amount in figures 
912,000.
—
	Validity Period

	 	From

Signing date of the
contract by the bank
	 	Until

Further notice	 	 






	 	 	 
	Interest
	 	 
	Short term loan

	 	Cost of funds plus the relevant margin as defined below.
	 
	 	 
	Swinglines overdraft

	 	EONIA plus the relevant margin as defined below.
	 
	 	 
	Swinglines credit balance

	 	EONIA minus the relevant margin as defined below.
	 
	 	 
	Guarantee fee

	 	To be agreed between the Bank and the Borrower.
	 

	 	Interest shall be credited/debited on swingline credit
balances/overdrafts on a monthly basis and for term loans at the end of each interest period, and shall be
calculated on the basis of the actual number of days elapsed in a year of 360 days. In case of interest
periods exceeding six months, interest shall be payable half-yearly in arrears. Guarantee fees shall be
debited as agreed between the Bank and the Borrower.
	Margin
	 	 
	Short term loan

	 	+ EONIA + 1.85 % p.a.
	 
	 	 
	Swinglines overdraft

	 	+ EONIA + 1.85 % p.a.
	 
	 	 
	Swinglines credits

	 	- EONIA-1.85% p.a.
	 
	 	 
	Facility Fee

	 	0.5% flat on the entire facility amount payable yearly in advance.
	 
	 	 
	Miscellaneous

	 	The Bank may also debit the account both for outlays, costs and fees in respect of instructions executed on
behalf of the Borrower and for payments for other claims due which the Bank may have on the Borrower.
	 
	 	 
	 

	 	Not withstanding clause 3 (III) the borrower is entitled to request the issuance of guarantees with a
termination date longer than 364 days, however for an amount not exceeding EUR 12,000.-
	 
	 	 
	 

	 	This contract replaces in all respects the previous Euro Short Term Facility Agreement dated 24.01.2007 which
hereby becomes null and void.
	 
	 	 
	Security

	 	In addition to any specific Security the Bank retains its right to general lien as agreed in the General
Business Conditions. As continuing security for all the Borrower’s liabilities to the Bank, the Borrower shall
provide the Bank with the following documents, in a form and with a wording acceptable to the Bank:
	 
	 	 
	 

	 	Unlimited Guarantee from European parent DRl Europa AB, dated June 27,2001
	 
	 	 
	 

	 	Assignment contract of all customer receivables (“Globalzessionsvertrag”), dated June 07,2001. A list of all
outstanding accounts rerceivable will be provided to the bank on a quarterly basis.
	 
	 	 
	 

	 	Assignment contract of all inventories (“RaumsicherungsUbereignungsvertrag”), dated June 07, 2001.






 









 

'





	 	 	 	 	 
	Signatures

	 	We declare to have read and We approve the
Terms and conditions set out at the back
Of this form.
	 	Date: Place: Frankfurt/Main

Done in duplicate
	 
	 	 	 	 
	 

	 	/s/ Oliver Wels	 	 
	 

	 	 
	 	 
	 

	 	Borrower
	 	Svenska Handelsbanken AB (publ)

Zweigniederlassung Frankfurt/Main






 









 





1. Account



The Bank undertakes to maintain on its books, on behalf of the Borrower, an account which shall
record all credit and debit entries made by the Borrower. The General Business Conditions shall be
applicable for the account.




2. Amount of Facility



The aggregate outstanding amount under this short term facility (the “Facility) shall not exceed
the amount indicated on the reverse side at any one time.




3. Availability



The Facility is available in EUR only in the form of:





	(i)	 	swingline account overdraft or
	 
	(ii)	 	fixed short term loan or
	 
	(iii)	 	issuing guarantees or letter of credits. Any request for
guarantees or letter of credits shall require proper additional
documentation, for (ii) and (iii) with a maximum term of 364 days.




The
undertaking for the Bank to make and maintain this Facility is subject to the Bank being able
to refinance the Facility in the International market in EUR.




4. Validity Period



Unless
terminated by the Bank according to the provisions hereunder,
illegible Facility shall remain
in effect until further notice in accordance with we General Business Conditions. Any short term
loan shall however always be repaid on the last day of its term as agreed between the Bank and the
Borrower and any issued guarantee shall expire on the agreed date. The commitment of the Bank
shall expire and all amounts outstanding under the Facility become due and payable, principal and
interest, upon termination of the Facility in accordance with clauses 5 and 7 below.




5. Events of Default



The Bank may, by written notice to the Borrower, terminate its obligations under this Facility,
suspend the disbursement of the Facility and declare any outstanding amount together with accrued
interest and all other amounts payable under this Facility due and payable without any further
notice or request, on such day as determined by the Bank, if there is an important reason
(wichtiger Grund) (such important reason hereunder referred to as “Event of Default”) Such Event
of Default is given, in particular, without limitation, if:





	a)	 	the Borrower fail to pay any amount outstanding hereunder
when due or when requested by the Bank;
	 
	b)	 	the Borrower fails to duly perform one or more of its other
obligations to the Bank under this Facility or in respect of
any security provided and/or to be provided in connection
with this facility, including but not limited to signing and
returning to the Bank loan confirmations;
	 
	c)	 	it appear that upon entering into this Facility or furnishing any
security provided and/or to be provided in connection with
this Facility the Borrower gave the Bank incorrect
information or failed to disclose information or misled the
Bank in any way and the Bank if it had possessed correct
and complete information, would not have entered into this
Facility or would have altered its conditions;
	 
	d)	 	the Borrower is dissolved, liquidated, wound up,
discontinued or relocated abroad or a decision is taken in

this respect;
	 
	e)	 	the Borrower or any of its creditors files or present a petition
for the Borrowers winding up or the Borrower proposes an
arrangement with its creditors or file or present a petition for
a suspension of payment
	 
	f)	 	a creditor of the Borrower attaches or take control or
possession of all or part of its assets and the same is not

released or discharged within 14 days.
	 
	g)	 	any other indebtedness of the Borrower or any related
company not be paid when due or become due and payable prematurely or become capable of
being declared due and payable prematurely
	 
	h)	 	any event or change of circumstances, without prejudice of
the generality of the tatter, occur which in the Bank’s opinion might impair or endanger
the future performance of this Facility by the Borrower.





6. Payments



The
Borrower is entitled to prepay any amount drawn under the Facility, (i) without notice in case
of overdraft or, (ii) in case of fixed term loan or placement, subject to seven days irrevocable
prior written notice, in which case the Borrower shall reimburse all costs incurred or damage
caused by such prepayment. In the event of any payment (other than interest) not being made on due
date and/or upon request from the Bank, the Bank is entitled to charge on the total outstanding
amount, at its full discretion, a penalty interest corresponding to the sum of the agreed
interest, Margin and 3% per annum (the “Penalty Interest”) for late payment until final payment.
In the event of any interest payment not being made on the due date and/or upon request from the
Bank, the Bank is entitled to charge in addition to such interest payment a lump sum
indemnification (pauschalierter Schadensersatz) computed on such interest payment from the due
date up to and including the day of actual payment at a rate of 3% per annum above the rate as
determined by the Bank which would have been payable if such overdue interest payment had during
the period of non-payment thereof constituted a swingline advance hereunder.



All amounts payable by the Borrower under this Facility, whether principal or interest, fees or
otherwise, shall be paid in full without set-off and counterclaim and without any deduction
whatsoever on account of any nature. In the event of the Borrower being compelled by law to make
any such deduction or withholding, the Borrower shall pay on the due date such additional amounts
as may be necessary to ensure that the aggregate net amounts receivable by the Bank after such
deduction or withholding shall equal the amount which would have been receivable in the absence of
any such deduction or withholding.




7. Termination



Notwithstanding clause 5, the Facility may be terminated by the Bank at
any time in which case the commitment of the Bank shall expire
immediately. In case of termination any outstanding, principal, fees and
interest under the Facility shall be repaid as follows:





	(i)	 	swingline account overdraft on the relevant termination date
as determined by the Bank and
	 
	(ii)	 	fixed short term loan or placement at the last day of its
respective term and
	 
	(iii)	 	any guarantee Issued shall terminate at the agreed expiry
date.




The Facility may also be terminated by the Bank upon occurrence of an Event of Default, in which
case all amounts outstanding would be charged Penalty Interest.



The Bank shall not be liable for any consequences of its decision to terminate the Facility,
unless if such decision reveals the Bank’s wilful misfeasance or gross negligence.




8. Bank’s General Terms and Conditions



In addition to the provisions of this Facility, the relations between the Borrower and the Bank
shall be governed by the General Business Conditions, which are known to the Borrower and have
been agreed upon by the Borrower at the opening of the account. In case of any discrepancies
between this Agreement and the General Business Conditions this Agreement shall prevail.



The Borrower acknowledges and approves that the Bank may record any telephone conversation and
that such recording may be used as evidence in court.



9. Governing Law and Jurisdiction



This Facility and any business transacted pursuant thereto shall be governed by German law.
Exclusive jurisdiction for any dispute arising hereunder is given to the courts of Frankfurt am
Main.