Exhibit 10.1


 


	
   

  	
  

  
	
  Credit Agreement

  
	
  at a variable rate of
  interest – Corporate

  
	
   

  
	
   

  	
  Type of credit:

  
	
   

  	
  Account No: 4440363245

  
			



 


	
  Lender

  	
   

  	
  Danske Bank A/S

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Borrower

  	
   

  	
  DAPLOMA INTERNATIONAL A/S

  VALSEHOLMEN 15

  2650 HVIDOVRE

  	
   

  	
   

  	
   

  	
  Customer No: 0019189597



  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If there is more than one
  borrower, the conditions for the credit facility will govern each individual
  borrower under this Loan Agreement.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Credit line

  	
   

  	
  Credit line

  	
   

  	
   

  	
   

  	
  DKK
     17,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Establishment costs

  	
   

  	
  Establishment costs

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Establishment commission

  	
   

  	
  DKK

  	
   

  	
  30,000.00

  	
   

  
	
   

  	
   

  	
  Processing fee (0.05%)

  	
   

  	
  DKK

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Registration fee

  	
   

  	
  DKK

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  DKK

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  DKK

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Total establishment costs which will be debited to the account

  	
   

  	
   

  	
   

  	
  DKK          30,000,00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Contents of this

  	
   

  	
  This Credit Agreement is
  divided into two parts:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  document

  	
   

  	
  •    Part
  1: Individual conditions for the Credit Agreement

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  •    Part
  2: The Bank’s General Conditions

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Part 1: Individual conditions
  for the Credit Agreement

  	
   

  	
   

  	
   

  	
   

  	
   

  
												



 


Repayment and term of the Credit Agreement


The Credit Agreement shall be effective until further notice.


 


1

















 


Interest, fees and commission


 


Interest on loans


 


The Borrower pays interest on the credit facility at a variable rate
corresponding to Danske BOR for Danish kroner plus a variable surcharge fixed
by the Bank of currently 2,00 percentage points.


 


As at 10th May 2006, Danske BOR for Danish kroner is 2,65%
p.a, Danske BOR is variable and determined by the Bank every banking day with
effect on the same banking day.


 


The rate of interest currently totals 4,65% p.a.


 


Interest on overdrafts


 


The Borrower pays a special rate on authorised overdrafts. This rate is
charged only on the amount drawn on the authorised overdraft.


 


If the Borrower exceeds the credit line without prior agreement with the
Bank or draws on the credit line in conflict with agreements concluded, the
Borrower is liable to pay penal interest on the amount of the unauthorised
overdraft.


 


Interest accrues on unauthorised overdrafts from the first day on which
the credit line is overdrawn.


 


Interest on deposits


 


Danske Bank pays interest on credit balances in the account at a
variable rate. The rate of interest corresponds to Danske BID for Danish kroner
minus a variable deduction determined by the Bank of currently 1,00 percentage
points.


 


As at 10th May 2006, Danske BID for Danish kroner is 2,55%
p.a. Danske BID is variable and determined by the Bank every banking day with
effect on the same banking day.


 


The rate of interest currently totals 1,55% p.a.


 


Commission


 


The Borrower pays a variable commission on the maximum amount of the
facility. The commission rate is fixed by the Bank.


 


The commission rate is currently   %   p.a.


 


Fees


 


The Bank is entitled to charge a fee for the continuous administration
of this Credit Agreement.


 


Addition
or charging of interest and commission


 


The Bank adds debit and credit interest and commission to the facility
four times a year. Interest and commission are calculated in arrears each 31
March, 30 June, 30 September and 31 December and added or charged on the last
banking days of these months. Interest will be added the first time at the next
end of quarter.


 


2

















 


The Bank adds interest in March, June and September only if the interest
on loans, having been set off against the interest on deposits, exceeds or is
equal to the minimum amount stated in the Bank’s guide to computation and
addition of interest, etc. Interest that is not added on the dates stated is
carried forward and added in the following quarter, but not later than the last
banking day of December.


 


Changes


 


Interest rates are changed in accordance with changes in Danske BOR and
Danske BID.


 


The Bank may change the variable surcharge and deduction in accordance
with the General Conditions (Part 2).


 


The Bank may change the variable commission rates and fees in accordance
with the General Conditions (Part 2).


 


Statement of account


 


The Bank sends a statement of account after each addition or charging of
interest to the account, unless otherwise agreed. Additional statements of
account are available on request against payment of a fee.


 


The Borrower’s duty of disclosure


 


The Borrower must notify the Bank of any change of address.


 


The Borrower must give the Bank information on the Borrower’s financial
position on request. This applies even if the Bank did not request such
information when the Credit Agreement was entered into.


 


The Bank is entitled to demand submission of all details of accounts,
budget and auditing, including auditor’s records, which, in the opinion of the
Bank, are necessary to clarify the Borrower’s financial situation. For
companies, such information could, for example, be the audited annual reports
with specifications and budgets, and for other business customers, including
sole traders, such information could be business accounts inclusive of income
and capital statements.


 


In addition, the Bank may demand insight into the personal financial
situation of the owner or main shareholder, for instance annual tax returns,
annual assessment by the tax authorities and budgets.


 


Information to third-party pledgors or guarantors


 


The Bank may inform third-party pledgors or guarantors of the balance of
the facilities with the Bank for which security or guarantee has been provided.


 


Insurance premiums for pledged or mortgaged assets


 


If the Borrower has provided security for the credit facility by a
pledge or mortgage on a vehicle, vessel, real or personal property, and the
pledge or mortgage includes a comprehensive motor insurance policy, a hull
insurance policy on a vessel, or a fire insurance policy covering real or
personal property, the Borrower shall pay the premium demanded from time to
time by the insurance company in respect of the relevant policy.


 


The Borrower is under an obligation to pay the insurance premium for
security provided by a third party if the latter fails to do so.


 


3

















 


Termination


 


The Borrower can always terminate the Credit Agreement and pay the outstanding
balance to the Bank.


 


The Bank may, at any time, demand that the credit line be settled
immediately irrespective of the repayment schedule agreed on.


 


Default or other cause of termination


 


The credit facility falls due for immediate repayment in any of the
following events:


 


•                  if
any amount due under this Credit Agreement is not paid on time


•                  if
the Borrower or Guarantor


•                  is
subject to the seizure of property or arrest, suspends payments, is subject to
bankruptcy or other insolvency proceedings, or starts negotiations for debt
relief or for a composition with creditors, including a request for a voluntary
composition with the Bank or any other creditor


•                  takes
up permanent residence outside Denmark and fails to arrange the details in
respect of repayment with the Bank before moving out of the country


•      dies


•      ceases
to exist by reason of a merger with another company or by reason of division


•                  if
the value of any security in the form of shares, bonds, currency, mortgages or
other price-sensitive instruments or financial assets provided by the Borrower
or a third party materially deteriorates, and neither of them provides other
adequate additional security within fourteen days of the Bank’s written demand.


•                  if
the insurance of pledged assets is not renewed properly and the pledgor fails
to produce a receipt for having settled the matter within eight days of the
Bank’s written request for settlement.


•                  if,
in the opinion of the Bank, there has been a significant deterioration in the
financial position of the Borrower or Guarantor


•                  if
the Borrower fails to submit to the Bank the information about the Borrower’s
financial situation stated under the Borrower’s duty of disclosure.


 


Environmental factors


 


The Borrower declares that the Borrower will observe whatever
environmental regulations may be in force from time to time, will act in
accordance with any environmental approvals applying to the Borrower’s
undertaking. The Borrower will notify the Bank of any changes in the
environmental status of the Borrower’s undertaking.


 


Law and venue


 


Legal proceedings in respect of this Credit Agreement are subject to
Danish law and disputes arising out of it may be heard in a Danish court of law.
However, the Bank reserves the right to bring an action against customers
before the competent court of their domicile or any other competent court of
justice.


 


Special conditions


 


This credit facility is included in the multi option facility (see letter
of 11 May 2006). The total use of the facilities under the multi option
facility must not exceed the agreed limit of DKK 17,000,000.


 


Other conditions


 


The Credit Agreement is also governed by the following:


 


•      Part
2: The Bank’s General Conditions unless
derogated from in Part 1.


 


The general conditions contain provisions on, for instance,


 


•      Interest,
fees and commission


•      Setoff


•      The
Bank’s liability


 


4

















 


Borrower’s signature


 


By signing this Agreement, the Borrower accepts that the Bank may change
its General Conditions at the
notice stated in these conditions.


 


The Borrower hereby acknowledges that the Borrower owes the Bank the
amount drawn under the credit line with the addition of interest and commission
as well as any fees and expenses.


 


If there is more than one Borrower, each Borrower acknowledges being
jointly and severally liable with the other borrowers under this Credit
Agreement.


 


The Borrower also acknowledges receipt of a copy of this Credit
Agreement.


 


	
   

  	
   

  	
   

  	
  15-05-06

  
	
  Date:

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Lasse Nordfjeld

  	
   

  	
   

  
	
   

  	
  Binding signature for
  Daploma

  	
  In witness hereof

  
	
   

  	
  International A/S

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Binding signature for
  Daploma

  	
  In witness hereof

  
	
   

  	
  International A/S

  	
   

  



 


5

















 


Part 2: General Conditions


 


Applicable from 15 October 2003 for existing and new customers.


 


1.
Introduction


 


The General Conditions apply to all business relationships between you
and the Bank. They specify both your and the Bank’s rights and obligations.


 


For certain agreements, the Bank has more detailed conditions that serve
as a supplement to the General Conditions. This is the case, for example, for
payment cards, credit cards, custody accounts, and securities and foreign
exchange transactions. When you enter into agreements regarding such services
with the Bank, you will receive the relevant conditions.


 


If you have an agreement on conditions that differ from the General
Conditions, the conditions of your agreement will apply.


 


2. The General Conditions are subject to change


 


The Bank may alter the General Conditions at one month’s notice.


 


3. Power of attorney


 


You may authorise specific
parties in writing to operate your accounts, custody accounts and safe deposit
boxes, usually by using the Bank’s power of attorney form. If you want to alter
or revoke the power of attorney, you must do so in writing as well. Alterations
and revocations come into force when the Bank receives your written notice.


 


For sole proprietorships, the power of attorney expires upon the death
of the person who authorised it; and accounts, custody accounts and safe
deposit boxes are blocked until a probate court has issued an order on the
processing of the estate.


 


4. Qualifications regarding cover and processing of
payments and transfers from other banks


 


I.      Qualifications regarding cover


 


All payments into your account are recorded. For non-cash payments (such
as cheques), recognition of the amount is subject to the Bank’s actually receiving
the amount. In case of a bad cheque, we will withdraw the amount from your
account. This also applies to cheques from Danske Bank’s customers. You will be
notified if the Bank reverses an entry.


 


Please note that this qualification applies even if it is not stated on
the receipt or any other notices of the payment.


 


II.    Processing of payments and transfers from
other banks


 


When the Bank receives a payment to an account – for instance a transfer
from another bank – the funds are always deposited in the account with the
account number indicated. The Bank does not consider other information such as
the name of the accountholder.


 


5. Review of your statements of account


 


You should review your statements of account closely and check that all
entries are correct.


 


If your statements contain entries that you do not accept, please
contact the Bank as soon as possible.


 


6. The Bank has a right to reverse entries


 


The Bank may reverse entries when it has deposited an amount in your
account by obvious mistake, for example, if the same amount is deposited twice.
Another example is entries that we are obliged to reverse in accordance with
agreements we have with other Danish banks. You will be notified if the


 


6

















 


Bank reverses an
entry.


 


7. Interest and commissions


 


I.      General information about interest and commission rates


 


You can obtain information about the prevailing rates at any branch of
the Bank.


 


II.    Changes
in interest and commission rates


 


If you have agreed
to a fixed interest rate and/or commission rate or other special interest
terms, your agreement with the Bank will specify under what conditions the Bank
can alter these terms.


 


Otherwise, the Bank may change interest and commission rates applying to
deposits and loans without notice under the following conditions:


 


1.               If
changes in monetary or credit policies in Denmark or abroad cause the general
level of interest rates to change in a way that affects the Bank.


 


2.               If other changes in the general level of interest
rates, including developments in money and bond markets, affect the Bank.


 


3.               If
market conditions, such as competition in Denmark or abroad, give grounds for
changes for one or more types of account.


 


4.               If
the Bank decides to alter its general interest rate and pricing policy in the
ordinary course of its business and independently of interest rate trends in
general. Such changes may be made on the basis of earnings considerations or in
order to use our resources or capacity more efficiently.


 


5.               If,
in the opinion of the Bank, the conditions on which your interest and
commission rates are based change materially. Such conditions concern changes
in your business relationship with the Bank, for example changes in the amount
or extent of your deposits, loans or credit facilities.


 


III.         Calculation and addition of
interest and commission


 


The Bank determines the specific conditions that apply to the
calculation and addition of interest and commissions as well as value dating.
These conditions may be changed by the Bank at any time without notice.


 


You can get a brochure on the computation of interest at any branch of
the Bank. It provides additional information about interest computation, value
dates and addition of interest.


 


IV.   Interest on overdrafts and arrears


 


The Bank is entitled to demand interest on overdrafts and arrears if you
overdraw your account or an amount due is in arrears.


 


8. Fees


 


I.      General information about fees


 


The Bank usually charges a fee for services, such as executing payments
outside of Denmark, retrieving account statements and other documents, making
photocopies, performing special tasks for you and sending reminder letters.


 


In addition, the
Bank charges a fee for responding to queries from public authorities, such as
the tax authorities, that we are obliged to answer.


 


You can obtain
information about fees at any branch of the Bank.


 


 


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II.    Calculation
of fees


 


A fee may be calculated as


 


•      a
fixed amount


•      a
percentage


•      an
hourly rate


 


or a combination of these methods


 


III. Changes in fees


 


There are two kinds of fees.  One
applies to “ongoing contractual services” and the other to “one-off services”.
Currency exchange and securities purchases are examples “one-off services”. In
contrast, an agreement covering a certain period of time is an example of an “ongoing
contractual service”. Such an agreement may be for an account or the Bank’s
online systems, for example.


 


The Bank may reduce fees without giving advance notice. The Bank may
also introduce and raise fees for one-off services without giving advance
notice. The same applies to new contractual services.


 


In respect of ongoing contractual services, the Bank may increase the
fees that you pay on an ongoing basis at one month’s notice under the following
conditions:


 


1.               If
market conditions, including competition in Denmark or abroad, give grounds for
altering one or more fees.


 


2.               If
the Bank decides to alter its general fee structure and pricing policy in the
ordinary course of its business. Such changes may be made on the basis of
earnings considerations or in order to use our resources or capacity more
efficiently.


 


3.               If
the conditions on which your fee terms are based change materially. Such
alterations may derive from changes in your business relationship with the
Bank, for example changes in the amount or extent of your deposits, loans or
credit facilities.


 


When introducing new fees for ongoing contractual services in the
ordinary course of its business – that is, fees for services for which we have
not previously charged a fee – the Bank will give you one month’s notice. Such
changes may be made on the basis of earnings considerations or in order to use
our resources or capacity more efficiently.


 


9.     Notice of changes in interest rates,
commission rates and fees


 


Changes in the Bank’s interest rates, commission rates and fees will be
announced in the Danish daily press or by letter. The new rate of interest will
also appear on the first statement of account or other statement you receive
after the change.


 


The Bank will advise you by letter if a change in interest rates,
commission rates or fees is prompted by a change in the conditions on which
your individual interest, commission or fee terms are based.


 


10.  Refund to the Bank of costs incurred


 


The Bank is entitled to
claim reimbursement for the following:


 


•                  Amounts
paid by the Bank on your behalf. Such amounts include taxes, duties or costs of
communication.


 


•                  Expenditure
incurred by the Bank because you have defaulted on an agreement, for example,
the payment of insurance premiums related to collateral pledged, court or legal
fees or other fees.


 


8

















 


11. Business abroad


 


If you want the Bank to transact business abroad on your behalf –
including money transfers – we will choose the foreign bank or other
institution unless you have established an agreement to the contrary.


 


Apart from safe custody of foreign securities, the Bank has no liability
for any errors committed by the correspondent bank or for its solvency.


 


Both the Bank and you must observe the general conditions of our
correspondent banks and the local laws and practices governing the transaction.


 


You can obtain a brochure about payments to and from Denmark at any
branch of the Bank.


 


12. Right of set-off


 


The Bank is entitled to set off, without advance notification, a claim
for any amount that you owe the Bank against any of your other account balances
or any present or future claim you may have on the Bank.


 


13. Electronic notices


 


The Bank is entitled to send you all information electronically,
although our documents, terms and conditions and other materials contain such
words as “written”, “letter” and “statement of account”, provided that such
procedure is in accordance with Danish law or an agreement made between you and
the Bank.


 


14. Recording telephone conversations


 


The Bank reserves the right to record telephone conversations in order
to be able to document their content.


 


Such recordings are normally used only for securities and foreign
exchange trading, and they are made only for the Bank’s own use.


 


15. Termination of the banking relationship


 


Both you and the Bank may terminate our banking relationship at any time
without giving prior notice, unless you have agreed otherwise with the Bank. If
the Bank terminates the relationship, we will explain the reason.


 


When our banking relationship has been terminated, we shall be entitled
to terminate any guarantee or surety obligations we have issued and to
discharge ourselves from any other liabilities we have entered into on your
behalf, including liabilities in foreign currency.


 


At the same time, you must release us from all obligations entered into
on your behalf and provide collateral for such obligations if we consider it
necessary.


 


9

















 


16. The Bank’s liability


 


The Bank shall be liable for the tardy or defective performance of its
contractual obligations resulting from error or negligence.


 


Even in areas of increased liability, the Bank shall not be liable for
losses arising from


 


•                  breakdown
of or lack of access to IT systems or damage to data in these systems due to
any of the factors listed below and regardless of whether or not the Bank or a
third-party supplier is responsible for the operation of these systems


•                  power
failure or a breakdown of the Bank’s telecommunications, legislative or
administrative intervention, acts of God, war, revolution, civil unrest,
sabotage, terrorism or vandalism (including computer virus attacks or hacking)


•                  strikes,
lockouts, boycotts or picketing, regardless of whether the Bank or its
organisation is itself a party to or has started such conflict and regardless
of its cause (this also applies if the conflict affects only part of the Bank)


•      other
circumstances beyond the Bank’s control 


 


The Bank shall not be exempt from liability if


 


•                  the
Bank ought to have foreseen the cause of the loss when the agreement was
concluded or ought to have avoided or overcome the cause of the loss


•      under
Danish law, the Bank is liable for the cause of the loss under any
circumstances.


 


10

















 


Further information about your relationship with the
Bank


 


I. Guidelines for processing and disseminating
customer information


 


The Bank’s information about customers


 


The Bank receives various information about you and your accounts in the
ordinary course of its business, for example, your name, address and civil
registration number or VAT number.


 


We generally use this information for administrative purposes, credit
evaluation and advisory services. It also forms the basis of the current and
future financial services that the Bank and the Danske Bank Group can offer
customers.


 


The following sections explain the situations in which we must pass on
information and the situations n which we may pass on information.


 


When does the Bank pass on information?


 


The Bank’s employees are bound by their obligation to confidentiality
and may not pass on or use information about you unless authorised to do so.


 


In some cases, the Bank is obliged to pass on information to public
authorities, such as the tax authorities.


 


In other cases, we pass on data to the extent permitted by law. For
example, we give your name and address when you want to transfer an amount to
accounts in other banks. We do this partly to ensure that the recipient knows
where the payment comes from.


 


Finally, the Bank may pass on information if you have given your
consent. You can always change your consent or revoke it. In order that you
remain aware of the status of such consent, we send an annual notification
showing what information is passed on, the purpose of the disclosure and the
recipient.


 


Information passed on within the Danske Bank Group


 


The Bank may also pass on information to other companies of the Group
without your consent if the information is so-called ordinary customer
information, such as your name and address. In such
cases, the recipient is of course also bound by an obligation to
confidentiality. The information may be used for advisory services,
administration and marketing.


 


We request your consent to pass on information for such purposes as
credit evaluation and determination of interest rates in order to give you the
very best advice no matter which branch or company of the Danske Bank Group you
contact. This enables us to offer you prices and terms reflecting the scope of
your business with the Group.


 


Your consent is of course voluntary.


 


Access to information about you


 


You can always ask the Bank what information we have about you.


 


If the Bank has incorrect information


 


If it turns out that the Bank’s information about you is incorrect, the
Bank will of course correct the data immediately. At the same time, the Bank will notify other
recipients of the correction.


 


Complaints about the Bank’s use of customer information


 


If you wish to lodge a complaint about the Bank’s use of information
about you, you may do so by contacting:


 


Danske Bank, Holmens Kanal 2-12, DK-1092 KÆbenhavn K, Denmark


 


11

















 


or


 


The Danish Data Protection Agency, Borgergade 28, 5th
floor, DK-1300 KÆbenhavn K, Denmark; e-mail: dt@detatilsynet.dk


 


II. Executive order
on good practice for financial enterprises


 


The Danish Ministry of Economic and Business Affairs has issued an
executive order on good practices for financial enterprises.


 


In reference to this executive order, please be aware that in some cases
the Bank receives a commission or another form of monetary consideration when
it sells a business partner’s products or refers customers to another company.
This might be the case, for example, when the Bank arranges mortgage loans,
factoring agreements and insurance policies or refers customers to a real-estate
agent. You can find information about the Bank’s business partners on the Bank’s
Web site: www.danskebank.dk.


 


You can also see the executive order on good practices for financial
enterprises on the Bank’s Web site.


 


III. The Guarantee
Fund for Depositors and Investors (Garantifonden for indskydere og investorer)


 


The Guarantee Fund for Depositors and Investors (“the Guarantee Fund”)
provides some degree of protection against losses in the event that the Bank
goes bankrupt or is declared bankrupt.


 


The Guarantee Fund covers registered bank deposits up to DKK 300,000 per
depositor. 


 


The Guarantee Fund also covers your losses relating to investments if
your bank is unable to deliver securities it has kept in safe custody,
administered or managed on your behalf. The Guarantee Fund covers losses up to
EUR 20,000 per investor.


 


The Guarantee Fund has issued a brochure that explains more about your
protection against losses. The brochure is available in English on the
Guarantee Fund’s Web site: www.garantifonden.dk.


 


IV. Customers of both Danske Bank and BG Bank


 


Please be aware that BG Bank is a division of Danske Bank. Information
about your customer relationship is therefore also accessible to BG Bank; and
if you have an account or custody account with BG Bank, you will be considered
– in relation to the Guarantee Fund’s rules on coverage – to be a single
depositor or investor for the total of your deposits or securities holdings.


 


Danske Bank A/S


Holmens Kanal 2 – 12, 1092
DK-KØbenhavn K


Telephone +45 33 44 00
00, Fax +45 33 44 28 85


www.danskebank.com


 


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