exv10w42






EXHIBIT 10.42



			
	 	 	 
	Handelsbanken	 	Page 1 of 1






	 	 	 
	 
	 	CONTRACT A
	 
	 	SUPPLEMENTARY OVERDRAFT FACILITY
	 
	 	For purposes other than
	 
	 	personal consumption






	 	 	 
	Branch
Frölunde	 	 Facility no.








	 	  	 	 	 
	Borrower
	 	Name	 	Civic reg no./Business org no.
	 
	 	MOBITEC AKTIEBOLAG	 	 
	 
	 	 	 	 
	Normal over-
	 	Amount granted	 	Contract date
	draft facility
	 	 7,000,000.00	 	2001-08-28
	
Amount of

supplementary  

facility
	 	SEK (in words)
THREE MILLION FIVE HUNDRED THOUSAND KRONOR	 	 
	 
	 	SEK (in figures)	 	 
	 
	 	 3,500,000.00	 	 






	 	 	 	 	 
	
Overdraft period
	 	As from-to, inclusive (year, month, day) 

2009-06-17--2010-04-30	 	In accordance with section B of the
“General Terms” for the facility, the
Bank can suspend
utilisation of the facility during the overdraft period and/or terminate the
facility.
 






	 	 	 	 	 	 	 
	Interest
	 	Utilisation interest rate, currently %	 	Contract interest rate,
currently %	 	The interest is payable as contract interest on the full overdraft amount and as
utilisation interest on the borrower’s debt. Contract interest is payable in advance at the commencement of the facility period.
	 
	 	STIBOR T/N +3.65	 	 0.50	 
	 	 	Due dates for utilisation interest every (month, day)	 
	 
	 	 0630, 0930, 1231, 0331, 0630	 






	 	 	 
	The Bank’s
undertaking
	 	In addition to the above-mentioned normal overdraft facility, Svenska Handelsbanken
AB (publ) allows the borrower to utilise a supplementary overdraft facility up to the
above-mentioned facility amount on the terms and conditions set out in this contract.
	 
	 	 
	The borrower’s
undertaking
	 	The Borrower shall comply with the terms and conditions of this contract, some of
which are set out in the “General terms” for the facility. On expiry of the agreed
overdraft period, the borrower shall immediately repay his/her debt pursuant to the
contract. When the borrower’s right to utilise the normal overdraft facility and/or
supplementary facility has expired, the borrower must immediately return unused
cheques and any other instruments used for operation of the account.
	 
	 	 
	Signature
	 	I/We confirm that I/we have read all pages of the contract including the “General terms” for the facility.






	 	 	 	 	 
	 
	 	Date	 	Date
	 
	 	 2009-06-16	 	 2009-06-16
	 
	 	 	 	 
	 
	 	Borrower	 	Svenska Handelsbanken AB (publ)
	 
	 	 	 	 
	 
	 	MOBITEC AB	 	 
	 
	 	/s/ Agne Axelsson                    	 	/s/ Catarina Berntsson                    
	 
	 	Agne Axelsson	 	Catarina Berntsson
	 
	 	 	 	 
	 
	 	 	 	/s/ Roger Björck                    
	 
	 	 	 	Roger Björck






	 	 	 	 	 
	 
	 	Date	 	Initials
	Documents in order
	 	 	 	 











 








 











			
	 	 	 
	Handelsbanken
	 	Page 1 of 3





GENERAL TERMS CONTRACT A — Supplementary credit for purposes other than personal consumption,
applying from 1 December 2004





	1.	 	General terms for accounts held with Handelsbanken
	 
	 	 	The borrower disposes of the account in accordance with the terms applying to the account to
which the overdraft facility is linked. The Bank may withdraw funds from the account if the
borrower has ordered this or has approved that the account may be debited.
	 
	 	 	The Bank may also debit the account with amounts corresponding to interest, charges and costs which are associated with the account. In addition, the
Bank may debit the account with amounts corresponding to charges, costs and outlays for orders
effected on behalf of the borrower and for payment of other due claims which the Bank has on
the borrower.
	 
	 	 	When the Bank is entitled to debit the account as stated in the previous paragraph, this may also
be done as at a day which is a public holiday or equivalent day. It is the duty of the borrower
to ensure that a sufficiently large amount is available on the account when the debit
occurs. If the borrower dies during the contract period, the estate of the deceased may not
increase the debt on the account without the consent of the Bank
	 
	2.	 	Interest
	 
	 	 	The borrower shall pay utilisation interest to the Bank at an annual rate computed on the
overdraft amount outstanding at any time, plus contract interest on the granted overdraft amount.
The utilisation interest is calculated at the interest rate and on the grounds which the Bank
applies to this type of facility from time to time. The interest rates applying when the
facility was provided are set out in the contract. If different interest rates are applied for
utilisation interest in different ranges of the overdraft amount, this is indicated on page one
with the interest rates applying when the contract was entered into.



 In the event of an
extension of the facility, additional contract interest is payable for each period of extension,
this being payable in advance for the period concerned. 



The borrower is liable for contract
interest for the period until the end of the overdraft period set out in the contract, without
any obligation for the Bank to make a refund if the contract should be terminated before then.
	 
	3.	 	Overdrafts
	 
	 	 	If the borrower’s debt to the Bank under this contract exceeds the amount granted, the borrower
shall upon demand pay the difference. In this case, the borrower shall also pay interest on the
overdrawn amount at the rate and on the grounds applied by the Bank at any time, as well as an
unauthorised overdraft fee as set out in section 5 below.
	 
	 	 	Unauthorised overdrafts also entitle the Bank to terminate the facility for repayment and/or
suspend utilisation of the facility in advance In this case the provisions in section 8 will
apply.
	 
	4.	 	Penalty interest
	 
	 	 	If payment of principal, interest and/or charges is not effected when due, the borrower shall
pay special annual penalty interest on the overdue amount until payment is made. On amounts
not overdue, the usual interest rate continues to apply. 


Penalty interest is calculated at the
utilisation interest rate applying to the facility, plus five percentage points or, when the
entire facility is overdue, one percentage point.
	 
	5.	 	Charges and costs
	 
	 	 	The account is subject to charges according to the terms generally applied from time to time
by the Bank. Particulars of current charges are available at any of the Bank’s branches. The
borrower shall reimburse the Bank for the costs and work associated with obtaining, maintaining
and utilising the security agreed upon, as well as with the lodging of proof and collection of
the Bank’s claim on the borrower or on any other party liable for payment thereof. The Bank’s
written payment reminders shall thus also be reimbursed.
	 
	6.	 	Order of debt settlement
	 
	 	 	When payment is made, the Bank is entitled to deduct the charges, costs and interest due on the
facility before settling the principal amount.
	 
	7.	 	Extension of loan period
	 
	 	 	If the Bank grants an extension of the overdraft period and nothing is then stated to the
contrary, the overdraft period will be extended by the number of months set out in the contract
each time such extension is granted.
	 
	8.	 	The Bank’s right to terminate the facility and/or suspend utilisation of the
facility
	 
	 	 	The Bank may terminate the facility for payment immediately or at any time determined
by the Bank and suspend utilisation of the overdraft facility, if any of the following circumstances
should apply:






	 	•	 	the borrower has failed to meet his obligations under this
contract or otherwise to the Bank,
	 
	 	•	 	the borrower has used the account improperly in a manner
set out under Section 3,
	 
	 	•	 	the collateral for the loan or for other obligations of the borrower towards the Bank is no longer satisfactory,
	 
	 	•	 	there is reasonable cause to assume that the borrower will
not meet his payment obligations to the Bank.






	 	 	If any of the circumstances set out above are present, the Bank is entitled, regardless of
whether termination has been made, to immediately suspend the right to utilise the facility
further. If the Bank has terminated the facility in accordance with this section, the borrower
shall immediately return unused cheques and other instruments for operating the account.
	 
	9.	 	Closing bill and refund
	 
	 	 	When the agreed overdraft period has expired and the Bank has not allowed extension of the
facility pursuant to section 7, or when the facility is payable in advance pursuant to
section 8, the Bank shall prepare a closing bill. 



The borrower must immediately pay the debt
according to the closing bill.
	 
	10.	 	Definition of a pledge, etc.
	 
	 	 	‘Pledge’ also refers to property that is included in a floating charge on assets. The term
‘pledger’ also refers to an assignor of floating charge, ‘pledging’ also refers to assignment
of the floating charge and ‘pledge deed’ also refers to deeds associated with a floating
charge and pledge claims.
	 
	11.	 	The Bank’s right to sell pledged financial instruments
	 
	 	 	If the security for the loan consists in full or in part of financial instruments and if the
value for borrowing purposes assigned by the Bank declines, implying that the security is no
longer satisfactory, the borrower must at the request of the Bank immediately provide
additional security if such security is not provided, or if the Bank is unable to contact the
borrower within a reasonable period of time, the Bank has the right, but not the obligation, to
sell the required portion of the financial instruments. The proceeds shall be deposited to an
interest-bearing account and continue to constitute a pledge for the loan. That which is stated
above does not restrict the Bank’s right to terminate the facility for immediate payment in
accordance with section 8 and/or the right to immediately suspend utilisation of the facility
in accordance with section 8.
	 
	12.	 	Right of guarantor and pledger to prevent extension of
overdraft period
	 
	 	 	A guarantor is not entitled to terminate his guarantee and a pledger may not revoke his
mortgage. However, any guarantor or pledger may separately, not later then six weeks before the
due date of the facility, request in writing that the Bank shall not extend the facility. Such
request may imply that the guarantor becomes forced to pay by virtue of his guarantee, or that
the Bank utilises a pledge.






 









 





Page 2 of 3




Handelsbanken





	 	 	If the Bank within the period set out in the preceding paragraph has received a
request that
the facility shall not be extended but nevertheless extends the facility, the guarantee or
pledge provided by the party making such request ceases to be valid This does not apply,
however, it the Bank, due to the borrower’s negligence, before expiry of the aforementioned time
period, has commenced legal proceedings against the party who has opposed an extension or has
commenced negotiation with this party concerning the guarantee commitment or pledge.
	 
	13.	 	Sequence of  utilisation of  security
	 
	 	 	If the borrower fails to meet his obligations under the contract, the Bank may determine the
sequence in which the securities (pledges, guarantees, etc.) shall be utilised
	 
	14.	 	General right of pledge
	 
	 	 	Property pledged by the borrower in this contract shall also
constitute security for any other
obligations towards the Bank for which the borrower is or may in the
future be liable, in his
capacity as borrower, principal, account holder, guarantor or
otherwise as customer
of the Bank. Such other obligation must have arisen before the borrower’s obligations under this
contract have been met. The Bank shall determine in which order the obligations are to be
settled out of the proceeds of the pledge. However, account must be taken of the right of
guarantors according to section 22.
	 
	 	 	Property thus pledged shall not, however, by reason of the
pledge, constitute security for the
borrower’s obligations on account of bills of exchange which have been  discounted, or which may
be discounted at the Bank by a third party, unless they concern the renewal of bills,
or have otherwise replaced bills originally discounted by the borrower. Neither shall the
property thus pledged secure any other claims on the borrower which the Bank has acquired or
may acquire from a third party.
	 
	15.	 	Yield on property pledged
	 
	 	 	Yield and all other rights based on the pledge are also covered by the pledging and constitute
a pledge. Thus, the pledging of shares, for example includes the right of the Bank to
participate in bonus issues, new issues and other issues for which the shares qualify.
As stated in section 18, the Bank is, however, not liable for ensuring that such
rights are safeguarded where this nevertheless occurs, the Bank is accountable to the pledger.
	 
	16.	 	Safeguard by the Bank of the pledge
	 
	 	 	The Bank has a duly to take good care of the pledge Where appropriate, the Bank shall renew
limitation periods and lodge proof of claim in case of summons of unknown creditors
and also in bankruptcies, where the pledger so requests attar commencement of the bankruptcy.
Where announcement has been made regarding the cancellation of a pledged document, the Bank
shall give notice that it holds the document. However, the Bank is not obliged to take any of
these measures regarding certificates of claim consisting of coupons or which are Intended for
the open market, such as bonds, or la which Swedish law does not apply.
	 
	 	 	The Bank is not obliged to maintain personal liability for
payment in respect of mortgaged
instruments of debt



 The Bank’s safeguard of the pledge does not
extend beyond what has been
stated above. Thus the Bank is not, for example, as far as securities are concerned, obliged to
collect dividends and interest or observe the pledger’a rights in connection with Issues,
exchanges of shares, conversions, distributions of net assets, etc.
	 
	17.	 	How a pledge may be utilised by the Bank
	 
	 	 	The Bank may utilise a pledge as the Bank deems fit. In this
respect, the Bank shall
proceed with care and where possible and if in the opinion of the
Bank it can be
accomplished without prejudice to the Bank, notify the pledger to this effect in advance.
	 
	 	 	When applying the above, a financial instrument can be sold in a different way than on a market
where the instrument is registered or is normally traded.
	 
	 	 	If the pledge consists of funds deposited in an account with
the Bank, the Bank may
immediately debit the account in reimbursement of the amount due, without informing the pledger
in advance.
	 
	 	 	Should the pledge consist of an instrument of debt for which
the pledger is liable personally
or with certain property, the instrument is, with respect to the
pledger, due for payment on
demand, regardless of the due date stipulated in the instrument.
	 
	18.	 	 The Bank’s right to sign on behalf of the pledger
	 
	 	 	Through his pledging, the pledger authorises the Bank, or anyone appointed by the
Bank, to sign on behalf of the pledger, where this is necessary in
order to safeguard the Bank’s
right of pledge. This authorisation may not be revoked as long as the pledging is in
force.
	 
	19.	 	 Release of pledge 
	 
	 	 	The Bank may release pledges without being bound to observe any right to the pledge which may
accrue to a guarantor who has made payment to a party other than the Bank by virtue of
his guarantee.
	 
	20.	 	 Transfer of unpledged deeds of mortgage
	 
	 	 	When the Bank no longer holds the pledge and has not been
informed of a new pledge-holder
or received a request that a written deed of mortgage shall be
issued, the Bank is
entitled to transfer an electronic deed of mortgage to the National Land Survey’s
register of mortgages for which no other mortgage-holder is registered, known as the
Public Archive.
	 
	21.	 	Payment by the guarantor
	 
	 	 	If a guarantor makes payment to the Bank on account of his guarantee, he shall
specifically notify the Bank that he is paying in his capacity as guarantor and request that
this fact be noted by the Bank
	 
	22.	 	Guarantor’s right to pledges
	 
	 	 	If a guarantee has been signed on this contract, the following shall apply with regard to
the guarantor’s right to pledges in this contract by the borrower alone or jointly with another
The pledge shall constitute security for the guarantor’s claim
for recourse against the borrower
to the extent that it in not utilised by the Bank for the borrower’s obligations under this
contract. When the pledge constitutes security for the right of
recourse of several guarantors, they shall have rights to the pledge
in proportion to the right
of recourse of each of them, unless they agree otherwise.
	 
	 	 	In relation to the Bank, a guarantor is not entitled to any other property which has been pledged
to the Bank by the borrower or another party.
	 
	 	 	The Bank may release yield from the pledge which is not
required for payment of amounts due
under this contract, without thereby reducing the liability of any guarantor.
	 
	23.	 	How the pledge may be utilised for a guarantor’s right of
recourse
	 
	 	 	Where a guarantor has made payment to the Bank by virtue of his guarantee, he may exercise his
right to a pledge under section 22 only when the Bank has received payment in full for its
claim under this contract. If the guarantor wishes to exercise this right, the Bank is entitled
to choose between releasing the pledge to the guarantor or utilising the pledge on behalf of the
guarantor. Section 17 shall apply in this connection.
	 
	24.	 	Property pledged by a party other than the borrower
	 
	 	 	Property pledged on this contract by a party other than the borrower
 shall constitute security only for the borrower’s obligations
under this contract, unless otherwise agreed
	 
	 	 	Without any reduction of the Bank’s right to property which a party other than the borrower has
pledged on this contract, the Bank is entitled to release property pledged by the borrower or
any other party, which has not been pledged on this contract, as well as the yield on such
property. The Bank is also entitled to release the yield on property pledged on this contract
by the borrower or any other party, if the yield is due for payment
but is not required to
cover interest or costs due under the contract.


















 








			
	 	 	 
	Handelsbanken
	 	Page 3 of 3







	25.	 	Cancellation of the contract
	 
	 	 	The contract will be cancelled one month after the overdraft
has been repaid in full, unless
the borrower has asked in advance for it to be returned.
	 
	26.	 	Insurance
	 
	 	 	Property which constitutes security for the Bank’s claim
shall be satisfactorily insured.
	 
	 	 	If the borrower fails to show proof that insurance as prescribed above is in force, the Bank
shall be entitled to arrange for such insurance at the
borrower’s expense.
	 
	27.	 	Processing of personal data
	 
	 	 	Personal data submitted in connection with a credit
application or otherwise registered in
connection with processing or administration of this credit will be subject to such processing
in computer systems at the Bank as required by the credit agreement This includes information
about contacts between the borrower and the Bank.
	 
	 	 	This promissory note contains special information on the processing of data for credit
references. 



The personal data is also used for marketing and customer research, business and
methods development and risk management in the Handelsbanken Group. Risk management also
involves processing information on the borrower and loans to assess
the quality of loans for
purposes of capital adequacy. The personal data is also used for marketing purposes, unless the
borrower has requested a block on direct advertising from the Bank. The processing of personal
data can — within the framework of current bank confidentiality
regulations — take place with
other Group companies and other companies with whom the Bank collaborates in its operations. 



If
the borrower requires information about the personal data about him/her which is being
processed by the Bank, the borrower can request this in writing from his/her branch of the
Bank. Requests to correct incomplete or incorrect personal data can
be made at the Bank branch
or sent to Handelsbanken, Central auditing department, SE-108 70 Stockholm, Sweden. The above
statements regarding borrowers also apply to guarantors, if any, or pledgers other than the
borrower.
	 
	28.	 	Notices, etc.
	 
	 	 	The borrower, guarantors and pledgers shall notify the Bank of any changes of address, telephone
number or tax number Registered letters regarding the overdraft facility which the Bank has
forwarded to any of the parties mentioned above shall be deemed to have reached the addressee
not later than on the seventh day after despatch it the letter has been sent to the address
which is known to the Bank.
	 
	 	 	Notices sent by fax shall be deemed to have reached the
addressee no later than the next
business day if the fax message was sent to a number which the addressee has submitted
to the Bank. A business day is a day other than a Sunday, public holiday, Saturday. Midsummer’s
Eve, Christmas Eve or New Year’s Eve.
	 
	 	 	These provisions do not apply to notices renewing periods of limitation.
	 
	29.	 	Limitation of the Bank’s liability
	 
	 	 	The Bank shall not be held responsible for any loss or damage resulting from a legal
enactment (Swedish or foreign), the intervention of a public authority (Swedish or foreign), an
act of war, a strike, a blockade, a boycott, a lockout or any other
similar circumstance. The
reservation in respect of strikes, blockades,
boycotts and lockouts applies oven if the Bank itself is subjected
to such measures or takes such measures.
	 
	 	 	Any damage which occurs in other circumstances shall not be
compensated by the Bank, provided the Bank has exercised
normal standards of care. The Bank shall in no case be liable
for indirect damage.
	 
	 	 	Where a circumstance as referred to in the first paragraph
should prevent the Bank from making a payment or taking other
measures, such payment or measures may be postponed until
the obstacle no longer exists. In the event of a postponement of
payment the Bank shall, if it is committed to pay interest, pay
such interest at the interest rate prevailing on the due date for the postponed payment. Where the
Bank is not committed to pay interest, the Bank shall not be obliged to pay interest at a higher
rate than the prevailing reference rate of Sveriges Riksbank pursuant to the Section 9 of the
Interest Act (1975:836), plus two percentage points. Where a circumstance as referred to in the
first paragraph should prevent the Bank from receiving payments, the Bank shall, as long as the
obstacle exists, be entitled to interest only on the terms prevailing
on the due date of the payment