**Exhibit 10.32**

 

**CERTAIN PORTIONS OF THIS EXHIBITHAVE BEEN AFFORDED CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIESEXCHANGE ACT OF 1934. THE OMITTED MATERIALS HAVE BEEN FILED SEPARATELY WITH THESECURITIES AND EXCHANGE COMMISSION.**

 

**AMENDMENT NO. 1 TODEVELOPMENT, SUPPLY AND SUBCONTRACTING AGREEMENT**

** **

This Amendment No. 1 to theDevelopment, Supply and Subcontracting Agreement (the “Agreement”), dated as ofMay 30, 2001, by and between American Bank Note Holographics, Inc., a Delawarecorporation (“ABNH”), with its principal place of business at 2 ApplegateDrive, Robbinsville, NJ  08691, and CFCInternational, Inc., a Delaware corporation (“CFC”), with its principal placeof business at 500 State Street, Chicago Heights, IL  60411, is entered into as of January 4, 2006.Capitalized terms used herein and not otherwise defined shall have the meaningascribed to such terms in the Agreement.

 

WHEREAS, ABNH and CFC areparties to the Agreement, under which ABNH currently purchases from CFC, andCFC sells to ABNH, the HoloMag Foils as described in Schedule A of theAgreement;

 

WHEREAS, ABNH has createdcustom HoloMag images for, and has entered into supply agreements with [*], [*],[*] and [*] and is negotiating additional potential supply agreements with othercustomers; and

 

WHEREAS, ABNH and CFC desireto amend certain terms of the Agreement.

 

NOW, THEREFORE, the partiescovenant and agree as follows:

 

# 1.0                                 Section1 of the Agreement is hereby amended as follows:

#  

## (i)                                     Thesentence under Section 1(b) that reads “ABNH agrees to remit payment to CFCwithin 30 days from receipt of a valid invoice.” shall be labeled and referredto as Section 1(c).

##  

## (ii)                                  Section1(d) shall be deleted and replaced with the following new Section 1(d): “ABNHagrees to purchase * of its HoloMag Foil from CFC subject to thesatisfaction of the following conditions by CFC on an ongoing basis: (i) CFC isin compliance with all of its obligations under this Agreement, including butnot limited to, the procedures and specifications set forth in the attachedAmended Schedule A, (ii) the quality of the HoloMag Foil products produced byCFC is comparable in all material respects to any alternative or competingproducts available in the market, and (iii) CFC complies with the reasonablerequests of ABNH or its customers pertaining to modifications in productfeatures, quality, service, security or delivery as long as such requests areconsistent with industry 

 

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## practice. In theevent that ABNH notifies CFC in writing than CFC is not in compliance with theconditions and requirements set forth in the foregoing sentence, CFC shall havea period of 45 days from the date of such notice to cure such non-compliance. Ifsuch non-compliance is not cured within such 45-day period, ABNH shall have theright, but not the obligation to procure or manufacture the HoloMag Foils orany component thereof from any other source.”

##  

# 2.0                                 Section2 of the Agreement is hereby amended as follows:

#  

## (i)                                     Thesecond paragraph of paragraph (a) thereof shall be labeled and referred to asSection 2(b). In the new 2(b), insert on line five after the word “[*]” thefollowing: “or any security hologram, holographic magnetic stripe or othersecurity device that competes with any product currently supplied by ABNH tothe aforementioned accounts, including but not limited to HoloMag. [*].”

##  

## (ii)                                  Thefollowing new sentence shall be added at the end of Section 2(b):  “To the extent there is an inconsistencybetween any purchase orders submitted by ABNH and the terms of this Agreement,the terms of this Agreement shall prevail. CFC represents that its maximummanufacturing capabilities are [*]. ABNH will not order more than CFC’s maximumcapabilities in any month unless the parties mutually agree to an increasedamount.”

##  

# 3.0                                 Section3 of the Agreement is hereby amended as follows:

#  

Section 3(a) is hereby deleted, and replaced by thefollowing: “Effective on January 4, 2006 (“Amendment No. 1 Effective Date”),the Agreement shall renewed for a period of five (5) years (the “Term”), andshall automatically renew for successive terms of five (5) years unless eitherparty provides the other Party not less than six (6) months notice ofnon-renewal thereof prior to the end of the then current Term.”

 

# 4.0                                 Section9 is hereby amended by deleting paragraphs (a) and (b) and replacing it withthe following:

#  

### (a)                                  ifto ABNH at:

###  

American BankNote Holographics, Inc.2 Applegate DriveRobbinsville, NJ  08691Attention:  Chief Executive OfficerTelephone:  (609) 632-0800Facsimile:  (609) 632-0850

 

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with a copy to:

 

Fulbright &Jaworski L.L.P.666 Fifth AvenueNew York, NY  10103-3198Attention:  Paul Jacobs, Esq.Facsimile:  (212) 318-3400

 

### (b)                                 ifto CFC at:

###  

500 StateStreetChicago Heights, IL  60411Attention:  Dennis Lakomy, ChiefFinancial OfficerFacsimile:  (708) 758-3976

 

with a copy to:

 

Holland &Knight LLPOne Mid America Plaza, Suite 1000Oakbrook Terrace, IL  60181-4710Attn:  Carl Neumann, Esq.Facsimile:  (630) 954-2112

 

# 5.0                                 Anew Section 18 is hereby added as follows:

#  

18.           Schedule B Price Adjustments.

 

[*]

 

Allmeasurements of the Index will take place on the last published data for theyear end. Any price adjustments will be retroactive to January 1 of the yearfollowing the year applicable to the Annual Index Change.

 

# 6.0                                 Anew Section 19 is hereby added as follows:

#  

19.           ABNH HoloMag facility

 

CFC agrees thatABNH may build or operate its own HoloMag production facility. After ABNHcommences operations of its facility, ABNH will be entitled to produce its ownHoloMag Foil requirements. After ABNH commences operations of its facility,ABNH will purchase at least 15% of its total finished HoloMag Foil requirementsfrom CFC and will not purchase such requirements from a third party, subject tothe satisfaction of the following conditions by CFC on an ongoing basis: (i)CFC is in compliance with all of its obligations under this Agreement includingbut not limited to the procedures and specifications set forth in the attachedAmended Schedule A, (ii) the quality of the HoloMag product, or

 

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ingredients asapplicable, produced by CFC is comparable in all material respects to anyalternative or competing products available in the market, and (iii) CFC complieswith reasonable requests of ABNH or its customers pertaining to modificationsin product features, quality, service, security or delivery as long as suchrequests are consistent with industry practice. Subject to the foregoingconditions, ABNH also intends to purchase other ingredients or materials fromCFC as required in ABNH’s sole discretion. The parties understand that ABNHdoes not currently intend to solicit assistance from CFC in the design oroperation of ABNH’s HoloMag facility, but in the event that ABNH requests suchassistance, the parties will negotiate in good faith the terms of an agreementfor such assistance.

 

# 7.0                                 Anew Section 20 is hereby added as follows:

#  

20.           Product Changes

 

If ABNHrequires a change in the product features of specifications that materiallychanges the product from what is contemplated under Amended Schedule A, CFC andABNH will use their best efforts to cooperate on the required changes. If suchchanges in the features or specifications result in an increase in cost to CFC,then CFC and ABNH will negotiate in good faith an increase in price, whichshall reflect the increase in cost to CFC plus a reasonable margin.

 

# 8.0                                 Anew Section 21 is hereby added as follows:

#  

21.           Insurance

 

CFC shallprocure the following insurance coverage at its own expense with respect to themanufacture of HoloMag. Such insurance shall be issued by financiallyresponsible and property licensed insurance carriers rated at least A VIII byBest’s Rating Guide (or otherwise acceptable to ABNH and its customers) andwith minimum limits as set forth below. Such insurance shall be maintained infull force and effect for the duration of this Agreement and my renewalsthereof:

 

WORKERS’COMPENSATION:  Statutory WorkersCompensation as required by applicable law.

 

EMPLOYER’SLIABILITY with a minimum limit of $1,000,000.

 

COMMERCIALGENERAL LIABILITY INSURANCE:  includingPRODUCTS, COMPLETED OPERATIONS including CONTRACTUAL LIABILITY INSURANCE withthe following minimum limits for Bodily Injury and Property Damage on anOccurrence basis: $1,000,000 per occurrence and $2,000,000 annual aggregate.

 

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COMMERCIALAUTOMOBILE INSURANCE including owned, leased, hired or non-owned autos subjectto minimum limits of $1,000,000 for bodily injury and physical damage.

 

COMMERCIALEXCESS/UMBRELLA LIABILITY INSURANCE subject to minimum limits of $5,000,000 forbodily injury and physical damage.

 

CRIME/FIDELITYBOND including employee dishonesty, robbery, fraud, theft, forgery, alteration,mysterious disappearance and destruction. The minimum limit shall be $1,000,000per loss.

 

PROFESSIONALLIABILITY for negligent acts, errors or omissions in connection with theservices provided under this agreement with a minimum limit of $1,000,000 peroccurrence.

 

If any of theabove insurance is written on a claims-made basis, then CTC shall maintain suchinsurance for five (5) years after the termination of this Agreement.

 

Withoutlimiting CFC’s indemnification duties as outlined herein. ABNH and itsdesignated customers shall be named as an additional insured under theCommercial General Liability, Commercial Automobile Liability and CommercialExcess/Umbrella Liability listed above for any claims and losses arising outof, allegedly arising out of or in any way connected to CFC’s manufacture ofHoloMag under this Amended Agreement. The insurers shall agree that CFC’sinsurance is primary and any insurance maintained by ABNH or its customersshall be excess and non-contributing to CFC’s insurance.

 

Annually, CFCshall furnish a certificate, satisfactory to ABNH from each insurance companyevidencing that the above insurance is in force in compliance with the terms ofthis insurance section, stating policy numbers, dates and expiration and limitsof liability, and further providing than the insurance will not be canceled ormaterially changed until the expiration of at least thirty (30) days afterwritten notice of such cancellation or change has been mailed to and receivedby ABNH. Fulfillment of obligations to procure insurance shall not otherwiserelieve CFC of any liability hereunder or modify CFC’s obligations to indemnifyABNH. In the event the above insurance requirements are not met, ABNH, may atits option, purchase such coverage at the expense of CFC.

 

WAIVER OFSUBROGATION:  CFC agrees to waivesubrogation against ABNH and its customers for any injuries to its employeesarising out of or in any way related to CFC’s manufacture of HoloMag under thisAgreement or for damage or loss to CFC’s personal property. Further, CFC agreesthat it shall ensure that the Workers’ Compensation/Employer’s Liability andAll Risk Replacement Cost (Property) insurers, providing the coverage requiredabove, agree to waive subrogation, in favor of ABNH and its customers, for anyclaims arising out of or in any way connected to CFC’s performance of themanufacture 

 

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of HoloMagunder this Agreement or property covered by CFC’s property insurance.

 

# 9.0                                 ScheduleA of the Agreement is hereby deleted and replaced with the attached AmendedSchedule A.

#  

# 10.0                           ScheduleB of the Agreement is hereby deleted and replaced with the attached AmendedSchedule B an B1. The prices set forth on Amended Schedule B and B1 shall takeeffect retroactively to November 1, 2005. Since ABNH has been ordering productbased on the Schedule B prices then in effect, promptly after the execution ofthis Agreement, CFC will bill ABNH for the difference in price between ScheduleB and Amended Schedule B for any products ordered by ABNH starting on November1, 2005 through the effective date of this Agreement.

#  

# 11.0                           GoverningLaw. This Amendment shall be governed by and construed and enforced inaccordance with the internal laws of the State of New York, without regard toprinciples of conflicts of laws.

#  

# 12.0                           Counterparts.This Amendment may be executed in counterparts and all counterparts shallconstitute one document, notwithstanding that all the parties may not besignatories to the same counterpart.

#  

# 13.0                           EntireAgreement. Except as expressly provided herein, the Agreement shall remainunchanged and in full force and effect. Both parties are obligated to complywith all of the terms of the Agreement (including without limitation as amendedby this Amendment) unless specifically waived or modified in writing. Thefailure to enforce any specific term of the Agreement does not constitute awaiver of a breach of the Agreement. [*].

#  

**[Signature page follows]**

 

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IN WITNESS WHEREOF, the undersigned have herebyexecuted this Amendment as of the date first set forth above.

 
|   | AMERICAN BANK NOTE  HOLOGRAPHICS, INC. |
|--------|----------------------------------------|
|   |                                   |
|   |                                   |
|   | By:                                    | /s/ Kenneth H. Traub |   |
|   |                                   | Name: | Kenneth H. Traub |
|   |                                   | Title: | President and CEO |
|   |                                   |
|   |                                   |
|   | CFC INTERNATIONAL, INC.                |
|   |                                   |
|   |                                   |
|   | By:                                    | /s/ Roger Hruby |   |
|   |                                   | Name: | Roger Hruby |
|   |                                   | Title: | Chairman |
|        |                                        |  |  |  |

 

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**AMENDED SCHEDULE A**

** **

**PROCEDURESAND SPECIFICATIONS FOR CFC PRODUCTION OF HOLOMAGTM FOILS**

** **

In connection with the Development, Supply andSubcontracting Agreement signed by American Bank Note Holographics, Inc. (“ABNH”)and CFC International, Inc. (“CFC”) (jointly, the “Parties”) on May 30, 2001,as amended on January 4, 2006, the schedule below sets forth the materialproduction procedures, specifications and security procedures for CFC to followin the manufacture of the HoloMagTM Foils for ABNH’s requirements.

 

1.             Production Procedures

 

The sequence of steps for the manufacture of theHoloMagTM Foils is set forth below:

 

##### (a)                                  [*]

#####  

##### (b)                                 [*]

#####  

##### (c)                                  [*]

#####  

##### (d)                                 [*]

#####  

##### (e)                                  [*]

#####  

##### (f)                                    [*]

#####  

##### (g)                                 [*]

#####  

##### (h)                                 [*]

#####  

##### (i)                                     [*]

#####  

##### (j)                                     [*]

 

2.             Product Specifications

 

The HoloMagTM Foils shall have the followingspecifications:

 

##### (a)                                  [*]

#####  

###### (i)                                     [*]

######  

###### (ii)                                  [*]

######  

##### (b)                                 [*]

 

##### 

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###### (i)                                     [*]

######  

###### (ii)                                  [*]

######  

###### (iii)                               [*]

######  

###### (iv)                              [*]

######  

##### (c)                                  [*]

#####  

###### (i)                                     [*]

######  

###### (ii)                                  [*]

######  

###### (iii)                               [*]

######  

##### (d)                                 [*]

#####  

###### (i)                                     [*]

######  

###### (ii)                                  [*]

######  

###### (iii)                               [*]

######  

###### (iv)                              [*]

######  

###### (v)                                 [*]

######  

###### (vi)                              [*]

 

3.             Security Procedures

 

##### (a)                                  CFCwill comply with all of the procedures set forth below as well as the requestsof ABNH’s customers as long as those requests are consistent with the normaland customary security requirements for such customers’ secure vendors and areconsistent with all Federal, State and local requirements.[*]:

#####  

###### (i)                                     [*]

######  

###### (ii)                                  ABNHand its customers will conduct periodic security inspections of CFC’sfacilities to confirm that CFC’s facility complies with ABNH securityrequirements as set forth herein (the “Security Inspection”).

######  

###### (iii)                               [*]

######  

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###### (iv)                              [*]

######  

###### (v)                                 Allcorrective actions must be made by CFC prior to running any further securityjobs for ABNH.

######  

##### (b)                                 [*]

#####  

[*]:

 

###### (i)                                     [*]

 

###### (ii)                                  

######  

###### (iii)                               [*]

######  

(iv)          [*]

 

##### (c)                                  PhysicalSecurity Procedures

#####  

###### (i)                                     HighSecurity Areas. Any area of CFC’s facility, which temporarily or permanentlystores any HoloMagTM Foils or in which work on any HoloMag Foils may beperformed, is a high security area (“CFC High Security Area”). In every CFCHigh Security Area, CFC must maintain a level of physical security thatincludes:

######  

[*]

 

###### (ii)                                  [*]

######  

###### (iii)                               [*]

######  

(iv)          [*]

 

(v)           [*]

 

(vi)          [*]

 

##### (d)                                 ObligationsFollowing Initial Security Certification

#####  

###### (i)                                     CFCmust be in compliance with industry standards at all times and must notify ABNHprior to redefining or making important changes to the security procedures orsecurity devices that were in place at the most recent security inspection.

 

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**[Signature page follows]**

** **

**3**

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** **

IN WITNESS WHEREOF, the undersigned have herebyexecuted this Agreement as the date first set forth above.

 
| ** ** | **AMERICAN BANK NOTE HOLOGRAPHICS, INC.** |
|------------|-------------------------------------------|
| ** ** | ** **                                |
| ** ** | ** **                                | ** ** |
| ** ** | **By:**                                   | **/s/ Kenneth H. Traub** |
| ** ** | ** **                                | **Name: Kenneth H. Traub** |
| ** ** | ** **                                | **Title:   President and CEO** |
| ** ** |
| ** ** |
| ** ** | **CFC INTERNATIONAL, INC.**               |
| ** ** | ** **                                |
| ** ** | ** **                                |
| ** ** | **By:**                                   | **/s/ Gregory Jehlik** |
| ** ** | ** **                                | **Name: Gregory Jehlik** |
| ** ** | ** **                                | **Title:   President  and CEO** |
|            |                                           |  |  |

 

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**FIGURE A-1**

 

**DIAGRAM**

 

[*]

 

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Amended Schedule B

 

**HOLOMAGTMPRICING**[*]PRICES BASED ON AGGREGATE OF P/O’S ISSUED AT THE SAME TIME

 

**HICO - SILVER**

 
| ** ** | ** ** | **1****/2”** | ** ** | **1****/3”** | ** ** |
|------------|------------|-------------------|------------|-------------------|------------|
| **Volume** | ** ** | **Price/TI**      | ** ** | **Price/Roll**    | ** ** | **Price/TI** | ** ** | **Price/Roll** | ** ** |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |

 

**HICO - TINTED (GOLD OR OTHER)**

 
| ** ** | ** ** | **1****/2”** | ** ** | **1****/3”** | ** ** |
|------------|------------|-------------------|------------|-------------------|------------|
| **Volume** | ** ** | **Price/TI**      | ** ** | **Price/Roll**    | ** ** | **Price/TI** | ** ** | **Price/Roll** | ** ** |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |

 

**LOCO - SILVER**

 
| ** ** | ** ** | **1****/2”** | ** ** | **1****/3”** | ** ** |
|------------|------------|-------------------|------------|-------------------|------------|
| **Volume** | ** ** | **Price/TI**      | ** ** | **Price/Roll**    | ** ** | **Price/TI** | ** ** | **Price/Roll** | ** ** |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |

 

**LOCO - TINTED (GOLD OR OTHER)**

 
| ** ** | ** ** | **1****/2”** | ** ** | **1****/3”** | ** ** |
|------------|------------|-------------------|------------|-------------------|------------|
| **Volume** | ** ** | **Price/TI**      | ** ** | **Price/Roll**    | ** ** | **Price/TI** | ** ** | **Price/Roll** | ** ** |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |

 

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Amended Schedule B1

 

**HOLOMAGTMPRICING**[*]PRICES BASED ON AGGREGATE OF P/O’S ISSUED AT THE SAME TIME

 

**HICO – SILVER**

 
| ** ** | ** ** | **1****/2”** | ** ** | **1****/3”** | ** ** |
|------------|------------|-------------------|------------|-------------------|------------|
| **Volume** | ** ** | **Price/TI**      | ** ** | **Price/Roll**    | ** ** | **Price/TI** | ** ** | **Price/Roll** | ** ** |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |

 

**HICO - TINTED (GOLD OR OTHER)**

 
| ** ** | ** ** | **1****/2”** | ** ** | **1****/3”** | ** ** |
|------------|------------|-------------------|------------|-------------------|------------|
| **Volume** | ** ** | **Price/TI**      | ** ** | **Price/Roll**    | ** ** | **Price/TI** | ** ** | **Price/Roll** | ** ** |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |

 

**LOCO - SILVER**

** **
| ** ** | ** ** | **1****/2”** | ** ** | **1****/3”** | ** ** |
|------------|------------|-------------------|------------|-------------------|------------|
| **Volume** | ** ** | **Price/TI**      | ** ** | **Price/Roll**    | ** ** | **Price/TI** | ** ** | **Price/Roll** | ** ** |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |

** **

**LOCO - (GOLD OR OTHER)**

 
| ** ** | ** ** | **1****/2”** | ** ** | **1****/3”** | ** ** |
|------------|------------|-------------------|------------|-------------------|------------|
| **Volume** | ** ** | **Price/TI**      | ** ** | **Price/Roll**    | ** ** | **Price/TI** | ** ** | **Price/Roll** | ** ** |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |
| [*]        |       | [*]               |       | [*]               |       | [*] |   | [*] |   |

 

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ABNH may implement the arrangement in this AmendedSchedule B1 at any time for any proportion of its requirements and will notifyCFC accordingly.

 

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| ** ** | **SCHEDULE  C** | **(Rev.  010406A)** |
|------------|-----------------|---------------------|

 
| **ABNH PART #** | ** ** | **CFC PART #** | ** ** | **DESCRIPTION** | ** ** | **COERCIVITY** | ** ** | **WIDTH**  | ** ** | **TRACK**  | ** ** | **LCP**    | ** ** |
|-----------------|------------|----------------|------------|-----------------|------------|----------------|------------|------------|------------|------------|------------|------------|------------|
|            |       |           |       |            |       |           |       |       |       |       |       |       |       |
| [*]             |       |           |       |            |       |           |       |       |       |       |       |       |       |
| [*]             |       | [*]            |       | [*]             |       | [*]            |       | [*]        |       | [*]        |       | [*]        |       |
| [*]             |       | [*]            |       | [*]             |       | [*]            |       | [*]        |       | [*]        |       | [*]        |       |
| [*]             |       | [*]            |       | [*]             |       | [*]            |       | [*]        |       | [*]        |       | [*]        |       |
|            |       |           |       |            |       |           |       |       |       |       |       |       |       |
| [*]             |       |           |       |            |       |           |       |       |       |       |       |       |       |
| [*]             |       | [*]            |       | [*]             |       | [*]            |       | [*]        |       | [*]        |       | [*]        |       |
| [*]             |       | [*]            |       | [*]             |       | [*]            |       | [*]        |       | [*]        |       | [*]        |       |
| [*]             |       | [*]            |       | [*]             |       | [*]            |       | [*]        |       | [*]        |       | [*]        |       |
| [*]             |       | [*]            |       | [*]             |       | [*]            |       | [*]        |       | [*]        |       | [*]        |       |
| [*]             |       | [*]            |       | [*]             |       | [*]            |       | [*]        |       | [*]        |       | [*]        |       |
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*Confidential

 

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