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EXHIBIT 10.105    
  



	 	 	Securities Pool Contract
	

Borrower:	
 	

Southwall Europe GmbH

01897 Großröhrsdorf
	

 	
 	

-hereinafter called the "firm"-
	

Party providing security:	
 	

1. Southwall Europe GmbH

01897 Großröhrsdorf
	

 	
 	

2. Southwall Technologies Inc., Palo Alto, USA
	

 	
 	

-hereinafter altogether called "the third parties providing security" and each of them called "one third party providing security"
	

Credit institute:	
 	

1. Deutsche Bank AG

Filiale Dresden
	

 	
 	

-hereinafter also called "pool leader"
	

 	
 	

2. IKB Deutsche Industriebank AG
	

 	
 	

-hereinafter altogether called the "banks", each of them called the "bank" as a partnership under the Civil Code





Between
the firm, the third party providing security and the banks the following shall be agreed: 


§ 1  


 Credits  


	(1)
	The
banks have business connections with the firm and when this contract was concluded, they granted it the following credit lines: 






	Deutsche Bank AG

long-term loan	 	DM 6,000,000.00
	IKB Deutsche Industriebank AG

long-term loan	 	DM 7,500,000.00





	(2)
	As
far as stipulated by the credit agreement, the cash credits may also be made use of as a guaranty, discount, acceptance and Eurocredit. It is also possible to make use of the cash
line by Eurocredits in this way from the foreign banking subsidiaries. The agreements made between the banks concerning the pool securities shall also apply to the borrowing from foreign banking
subsidiaries provided that their rights and duties will be protected by the respective bank on a trust basis.



	(3)
	The
firm shall be entitled to make use of its credit line and credits independently. Each bank shall be entitled to its claims based on the credits promised by it, alone and directly. 


§ 2  


 Securities  


	(1)
	The
firm provided the following securities to the pool leader or will provide the mentioned securities immediately:



	1.
	first
land charge amounting to DM 7,470,000.00 including an annual interest rate of 15% and a non-recurrent collateral performance of 5% on the company premises in
Großröhrsdorf 








 


(Sachsen)
registered in the land register of Amtsgericht (Local Court) of Kamenz for Großröhrsdorf, sheet no. 2015 and 1758 



	2.
	secondary
land charge amounting to DM 6,030,000.00 including an annual interest rate of 15% and non-recurrent collateral performance of 5% on the company premises in
Großröhrsdorf (Sachsen) registered in the land register of Amtsgericht (Local Court) of Kamenz for Großröhrsdorf, sheet no. 2015 and 1758



	3.
	transfer
by way of security of the machinery and plants purchased by von Ardenne Anlagentechnik GmbH pursuant to the security agreement dated 





	(2)
	The
third party/ies providing security provided the following securities to the banks or will provide the mentioned securities immediately: 



Guaranty
amounting to DM 3,000,000.00 of Southwall Technologies Inc., Palo Alto, USA, dated 



	(3)
	In
favor of the pool leader and each individual bank the third party providing security will provide the following accessory securities on the basis of equal priority and at the same
time: 



not
applicable 



	(4)
	In
case one bank will obtain further securities from the firm for one of the credits or credit lines set forth in § 1 (1), they are included in the pool contract.



	(5)
	In
case one bank grants additional credits to the firm and obtains additional securities from it for them, they are included in the pool contract when they are given. The realization
proceeds shall be used, as a matter of priority, for the repayment of these additional credits.



	(6)
	The
firm shall undertake to provide securities to any third parties only after it has notified the banks of this. This does not apply to extended customary title retentions of
suppliers and the mortgage and security provided on the basis of the General Bank Conditions of the credit institutes. 


§ 3  


 Purpose of security  


	(1)
	The
securities included in this pool contract shall serve as collateral of all existing, future and contingent claims which the banks, including all their domestic and foreign branch
offices, on the basis of the respective bank business relations as well as the foreign banking subsidiaries on the basis of the granting of credits pursuant to § 1 (1, 2), are entitled to
claim from the firm.



	(2)
	In
case the borrower assumed the liability for the liabilities of another customer of the respective bank (for instance as a guarantor), the respective security will only secure the
debt resulting from the assumption of the liability from its due date on and only if the firm is also the party providing security at the same time. 


§ 4  


 Reassignment/release of securities  


	(1)
	After
all claims secured pursuant to § 3 were satisfied, the banks must reassign the securities included in this pool contract to the firm or the respective third party
providing security in case they did not make use of them. This does not apply if the banks are obligated to assign the securities or any possible surplus proceeds to a third party (such as a guarantor
who has satisfied one or several banks). 


2





 
	(2)
	When
requested the banks shall be obligated already before to release pool securities at their option fully or partially if and in so far as the realizable value of the pool
securities does not only exceed temporarily 


110% 



of
the claims pursuant to § 3. The realizable value of the securities shall be determined according to the regulations of the individual security agreements or, if no express agreement on
this was made, it results from the type of the respective security. 



	(3)
	The
stipulations included in the various security agreements concerning the limits for cover and release obligations shall be modified and amended by the aforementioned regulations
for the period of this pool contract. 


§ 5  


 Trust relation/securities administration  


	(1)
	The
pool leader shall hold the securities included in this contract in trust for the other banks on the basis of equal priority. The accessory rights (mortgages, guaranties) set forth
in § 2 (1) sentence 1 and § 2 (3) as pool securities shall be administrated and realized by the pool leader also on behalf of the other banks.



	(2)
	The
pool leader shall send to the other banks, on request, copies of the contracts of the securities held by it to enable them to check them on their own responsibility. Any
objections shall be raised by the other banks immediately against the pool leader in order to make it possible that a regulation by common consent amongst the banks will be reached.



	(3)
	The
banks shall authorize the pool leader to make and receive any statements required for the provision, administration and realization of the securities also on their behalf as well
as to take all required and useful actions. The pool leader shall be exempted from the limitations of § 181 Civil Code for all measures taken by it on the basis of this contract.



	(4)
	The
full or partial release of securities shall be subject to the consent of all banks. Within the framework of a release obligation pursuant to § 4 (2) this
consent shall only be required for the selection of the securities to be released.



	(5)
	The
pool leader will transfer the securities administration to another trustee only with the consent of the other banks. The respective trustee shall be exempted from the limitations
of § 181 Civil Code.



	(6)
	In
case any securities are held by a bank other than the pool leader, the aforementioned regulations shall apply analogously. In addition, the pool leader shall be entitled, however
not obligated to, to exercise all control and administration rights ensuing from the security contracts. 


§ 6  


 Realization  


	(1)
	The
pool leader shall realize the securities specified in § 2 on its own behalf, however, for the account of the banks. Unless securities are held by the pool leader,
these securities shall be realized, in consultation with the pool leader, by the respective holding bank for the account of the banks.



	(2)
	Concerning
the issue as to whether or when the securities shall be realized, the banks shall decide amongst themselves and by common consent. In urgent cases the pool leader shall
decide on it 


3





 

alone,
freely after a due assessment of the circumstances; in this case the pool leader shall immediately inform the other banks on the measures taken. 



	(3)
	The
pool leader and the banks shall consider the realization conditions included in the various security contracts. 


§ 7  


 Payment of the balance  


	(1)
	The
firm shall make use of the banks equally, if possible, at the ratio of the credit lines set forth in § 1 (1).



	(2)
	As
regards the case of the realization pursuant to § 6, the banks shall undertake, as a binding order of the firm and also among themselves, to update their credit claims
not exceeding the cash credit lines pursuant to § 1 (1) by the respective balances such that for all banks a credit use will develop according to the proportion of the mentioned
cash credit lines. The various banks must set off their potential credit balance on non-earmarked accounts against their credit claims ranging between the cash credit lines specified in
§ 1 (1). Charges based on debit and cheque returns to be included shall be allocated to the claims that are eligible to be taken into account within the framework of the payment of the
balance. This does not apply if and in so far as the cash credit line set forth in § 1 (1) will be exceeded by this.



	(3)
	In
case a mixed cash line was granted, any bill discounts charged on it will only be taken into account for the payment of the balance if a deficiency was proven; letters of credit
and sureties as far as payments were made amongst them.



	(4)
	The
valuation date for the payment of the balance shall be the achievement of a resolution on the taking of realization measures pursuant to §6 (2) sentence 1 or,
in urgent cases, the earliest receipt of the notification of the pool leader of the taking of realization measures at one of the other banks pursuant to § 6 (2) sentence 2.



	(5)
	In
case the basis of calculation changes after the payment of the balance was made (such as the clearing of the credit balance or payments from sureties), the balances shall be
balanced again.



	(6)
	In
case the payment of the balance cannot be made with effect towards the firm or any third party for legal grounds, the banks shall be obligated to bring about a respective result
internally. 


§ 8  


 Distribution of proceeds  


	(1)
	The
proceeds from the realization of securities shall be distributed according to the following rank order:



	(a)
	to
pay the costs, eventual taxes and other expenses accruing from the administration and realization of the securities as well as the payment of the pool leader (§ 9);



	(b)
	to
redeem the claims of the bank based on their granting of the credit pursuant to § 1 (1), on the basis of equal priority in proportion to the borrowing after the payment
of the balance pursuant to § 7, where only those claims of the calculation of the distribution key shall be used as a basis which do not exceed the credit lines set forth in §
1 (1);



	(c)
	to
redeem the claims of the banks the credit line of which was exceeded pursuant to § 1 (1), on the basis of equal priority in proportion to the exceeding; 





4





 



	(d)
	to
redeem the claims of the banks arising from additional credits, on the basis of equal priority in proportion to the additional borrowing as far as they were not returned from the
realization proceeds of the securities provided for them separately (§ 2 (5));



	(e)
	to
meet the other claims of the banks based on the business bank relations, on the basis of equal priority in proportion to the other claims. 





	(2)
	Discount
credits shall only be regarded as being made use of if a deficiency was proven; sureties, acceptance credits and letters of credit if the payment was made amongst them.



	(3)
	In
case the amount of the claims to be taken into account was not yet fixed at the moment when the proceeds will be distributed, they will not be considered for the moment when the
share relations in the realization proceeds will be determined. Only when these amounts will be finally fixed, will the share relation be finally calculated. Any eventual changes of the proceeds
allocated to the various parties to the contract resulting from this or from additional payments of the balance made pursuant to § 7 (5), must be balanced amongst
themselves—even if payments were already made.



	(4)
	The
banks shall be entitled amongst themselves to change the distribution key at any time.



	(5)
	Any
potential proceeds not needed any more shall be paid to the firm or the respective third party providing security, unless the banks are obligated to transfer these proceeds to a
third party that has satisfied one or several banks (such as a guarantor). 


§ 9  


 Costs, taxes, remuneration  


	(1)
	All
costs and taxes accruing to the pool leader or each bank holding a security, from this securities pool contract, in particular in connection with the administration and eventual
realization of the securities, shall be chargeable to the firm. In addition, the pool leader shall be entitled to receive a payment from the firm for its performance of the functions based on this
contract 



amounting
to 0.2% of the year end of the valuing credits of the previous year pursuant to § 1 (1) of this contract 


This
remuneration shall be paid in advance until 15.01. of the respective year, at the latest. 



	(2)
	If
the costs and taxes will not be paid by the firm, they will be borne by the banks in proportion to the credit lines set forth in § 1 (1). 


§ 10  


 Notification  


	(1)
	The
pool leader shall notify the other banks, justly and conveniently, of the state of the handling. The banks shall provide to it any information required for this.



	(2)
	The
banks shall inform each other if any facts will become known that could strongly endanger the return of the credits specified in § 1.



	(3)
	Each
bank shall be obligated, when requested by the other banks, to give information to the other banks on its claims against the firm and the securities as far as it concerns this
contract and its handling.



	(4)
	The
firm and the third parties providing security shall in so far exempt the banks from the bank secrecy. 


5





 
§ 11  


 Deferment and termination  


	(1)
	This
pool contract shall be concluded for an indefinite period.



	(2)
	Each
bank shall be entitled to terminate the contract by the end of a calendar year by observing three months' notice where for the observance of the period the receipt of the notice
of termination by the pool leader shall be decisive. If the pool leader terminates, the receipt of the notice of termination
by one of the other banks shall be decisive for the observance of the period. When the termination takes effect, the respective bank will leave this pool contract. It will be continued among the other
banks.



	(3)
	In
case of a termination according to par.2 the distribution of the securities shall be reserved to special agreements among the banks. The firm and each third party providing
security shall be obligated to contribute to a transfer of securities as far as this is required by law. When requested by just one of the banks, a payment of the balance must be made when the
terminating bank will leave, where the terminating bank itself must be involved, pursuant to the regulation set forth in § 7.



	(4)
	The
firm and the third party providing security may only terminate this contract if all obligations based on the credits specified in § 1 were met. 


§ 12  


 Place of performance, jurisdiction and applicable law  


	(1)
	It
shall be agreed that Dresden will be the place of performance and jurisdiction for all obligations arising from this contract.



	(2)
	This
contract shall be governed by the law of the Federal Republic of Germany. 


§ 13  


 Modifications and amendments to this contract  


Any
modifications and amendments to this contract shall be in writing to come into effect. The same shall apply to the waiver of this formal requirement. Any collateral agreements were not concluded. 


§ 14  


 Severability  


If
one or several of the provisions of this contract will prove to be invalid or unfeasible, the validity of the other provisions will not be affected by this. The parties to the contract will replace
any invalid or unfeasible provisions by a regulation that meets the economically desired effect and comes as close as possible to the content of the provision to be replaced. This shall apply
analogously if any gaps requiring an amendment will appear. 


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	Dresden, 08.18.1999
 Place, date	 	Signature.
 (Deutsche Bank AG Filiale Dresden)
	

Berlin, 8.9.99
 Place, date	
 	

Signature
 (IKB Deutsche Industriebank AG)
	

Dresden, August 4, 1999
 Place, date	
 	

Signature
 (Southwall Europe GmbH)

Managing director
	

Dresden, August 4, 1999
 Place, date	
 	

Signature
 (Southwall Technologies Inc., Palo Alto, USA)

Vice President and CFO




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0059DD-99-270DD 


IKB Deutsche Industriebank  



	Southwall Europe GmbH

Geschäftsführung	 	May 28, 1999
	

01897 Großröhrsdorf

c/o Herm Rechtsanwalt

Otto Stolberg-Stolberg	
 	

KD 264557
	Bohmerstr. 3	 	Telephone: 030/31009-9026

Fax: 030/31009-8026
	

01099 Dresden	
 	

 





Ladies
and gentlemen, 


referring
to our talk we like to offer you a credit (credit 1:) 



	Nominal amount of credit:	 	EUR 1,712,827.80 (equivalent to DEM 3,350,000.00)
	

Credits:	
 	

Existensgründungsprogramm (Government grants scheme to finance establishment of firms) in the new federal states and Berlin (East) of the Deutsche Ausgleichsbank, Bonn-Bad Godesberg (DtA)
	

Percentage rate of payment:	
 	

96%
	

Interest rate:	
 	

3.75% p.a.
	

Beginning of interest payment:	
 	

as of paying out or as of the day of our charging by DtA
	

Date of interest due:	
 	

quarterly afterwards by 03.31., 06.30., 09.30. and 12.31. of every year
	

Redemption:	
 	

11 rates of redemption amounting to EUR 142,737.35 and a last rate amounting to EUR 142,716.95 half-yearly by 03.31. and 09.30 of every year

first rate 03.31.2001

last rate 09.30.2006
	

Compensation in case of late payment	
 	

On amounts. we received out of time we will charge interest to you amounting to the relevant basic interest rate pursuant to § 1 Diskontsatz-überleitungs-Gesetz (Transitory law concerning discount rate) plus 5% p.a.
	

Reservation:	
 	

The paying out obligation shall terminate if the paying out conditions will not be available until 03.28.2000.
	

Credit commission of DtA:	
 	

0.25% per month started on non-valued nominal credit amounts since 05.01.1999, payable on the basis of our demands
	
 	
 	

 






 

	

General promise crediting	
 	

We grant this credit to you by crediting it against our general promise dated 04.26.1999
	

Special terms and conditions of DtA:	
 	

We point out that this credit wilt be refinanced via the European Investment Bank (EIB), Luxembourg. The following conditions apply in this case:
	

 	
 	

As far as useful and reasonable, the borrower will invite international competitive offers when placing an order concerning the works, supplies and services intended for the execution of the project which would at least cover the member states of the
European Union.
	

Use of credit:	
 	

The credit is exclusively destined for the co-financing of the total investments of DEM 38,346,000.00, including DEM 29,100,000.00 for investment costs eligible for promotion pursuant to your application to the DtA dated 03.15.1999.
	

 	
 	

Place of investments:

01897 Großröhrsdorf, manufacturing facility for the production of thermal reflex foils (XIR)
	

 	
 	
Investment scheme of the costs eligible for promotion:
	

 	
 	

Industrial building costs/buildings DEM 3,650,000.00
	

 	
 	

machines/mech. equipment DEM 21,450,000.00
	

 	
 	

storage investments DEM 4,000,000.00
	

 	
 	

Total DEM 29,000,000.00
	

 	
 	
Total investment scheme for the first investment phase until the year 2001:
	

 	
 	

Acquisition of real estate DEM 346,000.00
	

 	
 	

Industrial building costs (buildings) DEM 3,300,000.00
	

 	
 	

Technical facilities (buildings) DEM 11,800,000.00
	

 	
 	

2 mechanical equipment (total) DEM 23,100,000.00
	

 	
 	

Total DEM 38,346,000.00
	

 	
 	
Financing scheme for the first investment phase until the year 2001 -each in DEM equivalent -:
	

 	
 	

Credits of DtA
	

 	
 	

This credit 1 DEM 3,350,000.00
	
 	
 	

 



2





 

	

 	
 	
credit 2 from funds of the equity supplementary program (EKE) DEM 4,889,500.00
	

 	
 	

Investment grant (total) DEM 9,575,000.00
	

 	
 	

Investment allowance (total) DEM 3,830,000.00
	

 	
 	

Our additional credit 3 from our own bank credits or other refinancing credits, crediting against the a.m. general promise DEM 4,150,000.00
	

 	
 	

A long-term credit of the Deutsche Bank AG in Dresden DEM 6,000,000.00
	

 	
 	

Own funds DEM 3,251,500.00
	

 	
 	

Other own funds by recourse to a credit (possibly KfW-Beteiligungsprogramm Ost) DEM 3,300,000.00
	

 	
 	

Total DEM 38,346,000.00
	

Guarantee of the whole commitment with the exception of credit 2	
 	

The securities mentioned below serve altogether the total consortium financing given by us and the Deutsche Bank AG in Dresden, pursuant to the security pool contract still to be agreed between the a.m. bank as the pool leader and yourselves and your
shareholders:
	

 	
 	

a land charge of DEM 7,470,000.00, to be registered frst for the Deutsche Bank AG in Dresden on the investment property in Großröhrsdorf, a partial amount of DEM 4,150,000.00 of this amount will stand as security for our promised credit 3
and the remaining amount of DEM 3,320,000.00 will stand as security for credit claims of the Deutsche Bank AG, of equal priority with the partial amount held in trust for us,
	

 	
 	

another land charge of DEM 6,030,000.00 to be registered next in order of priority for the Deutsche Bank AG on the a.m, security object, a partial amount of DEM 3,350,000.00 of this amount stands as security for this credit 1 and the remaining amount
of DEM 2,680,000.00 stands as security for credit claims of the Deutsche Bank AG, of equal priority with the a.m. partial amount held in trust for us,
	
 	
 	

 



3





 

	

 	
 	

transfer by way of security - free of rights of any third parties -of the mechanical equipment purchased or still to be purchased by Ardenne Anlagentechnik GmbH having a supply value of about DEM 23,100,000.00 according to the contract form to be
provided by the Deutsche Bank AG in addition to the a.m. land charges and without prejudice to any rights arising from the legal accessory liability,
	

 	
 	

the guaranty of payment of VMP Venture Management Partners GmbH, Berlin, up to a total amount of DEM 1,000,000.00; of the partial amounts of DEM 500,000.00 -one equally-ranking half to each - one partial amount serves exclusively as security for our
credit commitment and the remaining amount for the Deutsche Bank AG in Dresden,
	

 	
 	

a guaranty of Southwall Technologies Inc., Palo Alto, USA, up to the total amount of DEM 3,000,000.00; of the partial amounts of DEM 1,500,000.00 - one equally-ranking half to each -one partial amount serves exclusively as security for our credit
commitment (credits 1 and 3) and the remaining amount for the Deutsche Bank AG in Dresden.
	

 	
 	

All contract forms including all annexes for the realization of the guaranty you will get from the Deutsche Bank AG within the framework of the loan contracts to be concluded with it.
	

Paying out procedure	
 	

We will call for the credit from the refinancing institute after having used the share of our own funds in advance amounting to DEM 3,300,000.00 and provide it to you after having received it where we will pay a fee to us for the investments proven
by vouchers for billing or architects' vouchers as soon as they are submitted to us:
	

 	
 	

declaration of agreement according to the attached form;
	

 	
 	

declaration of call according to the attached form;
	

 	
 	

security pool contract concluded with the Deutsche Bank AG in Dresden;
	

 	
 	

a confirmation of the pool leader Deutsche Bank AG that the agreed security was provided;
	
 	
 	

 



4





 

	

 	
 	

the bond of your shareholders, to contribute additional equity capital of a total amount of DEM 2,000,000.00 by 05.04.2000 to the company; an additional partial amount of DEM 1,251,500,00 must also be provided as equity capital to show the total
funding;
	

 	
 	

photocopies of the final credit promise of the Deutsche Bank AG in Dresden concerning the long-term investment credit of DEM 6,000,000,00;
	

 	
 	

all promotion funds decisions concerning the investment grants or investment allowances of the a.m. amounts that shall be without any doubts to us;
	

 	
 	

photocopies of the prime contracts for all building measures as well as a fixed price agreement with the suppliers of the mechanical equipment which shall also be without any doubts to us;
	

 	
 	

a topical extract from a registered statement of your business as well as of VMP Venture Management Partners GmbH and Southwall Technologies Inc., USA;
	

 	
 	

the amended and signed account opening documents; we annex the forms for this;
	

Other elements of the contract	
 	

the annexed "General terms and conditions (version for borrowers) for DtA programs" and our attached "General Bank Conditions"
	

Obligation to inform	
 	

During the term of our business relations with you you will Audit and inspection rights constantly send us your annual statement of accounts and, if necessary, the auditor's statement and allow us to inspect your books and accounts and visit your
firm: In addition, we also need the annual statements of accounts of Southwall Technologies Inc., Palo Alto, as well as of VMP Venture Management Partners GmbH, Berlin. If the completion of the corresponding annual statement of accounts will be
delayed, you shall send us the preliminary figures first. Additionally, you shall send us quarterly business evaluations for your company until further notice.
	

Other documents to be submitted	
 	

Photocopies of all security documents to be also taken in trust for us by the Deutsche Bank AG; however, we will request them from it ourselves.
	

Approval	
 	

until 06.25.1999 using the attached declaration of agreement.





We
are pleased to be able to support your investments by this credit. 


5





 



Kind
regards, 


IKB
Deutsche Industriebank AG

/Sig./ 


Annexes

General Bank Conditions

General terms and conditions

For DtA programs

Declaration of agreement (duplicate)

Declaration of call (quadruple)

Account opening documents (duplicate) 


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EXHIBIT 10.105