Exhibit 10.12
DATED
June 24,
2004
BURDALE FINANCIAL LIMITED
and
VIEWSONIC EUROPE LIMITED
PLEDGE AGREEMENT
Nabarro Nathanson
Lacon House
Theobald's Road
London
WC1X 8RW
Tel:
020 7524 6000
PLEDGE AGREEMENT
DATE JUNE 24, 2004
PARTIES
(1)
BURDALE FINANCIAL LIMITED of 53 Queen Anne Street,
London, W1G 9HP (the "Pledgee"); and
(2)
VIEWSONIC EUROPE LIMITED (Company registration No.
03131161), a company organised and existing under the laws of England (the
"Pledgor").
RECITALS
(A)
The Pledgor has entered into an agreement dated 24
June 2004 (the "Credit Agreement") under the terms of which the Pledgee has
agreed to make available to the Pledgor a facility of up to twenty million US
dollars (US$20,000,000).
(B)
The Pledgor has agreed to execute this Pledge Agreement
by way of security for its obligations under the Credit Agreement.
(C)
This Pledge Agreement relates to all of the Pledgor's
present and future inventory/trading stock and other moveable assets located in
the Netherlands, including computer monitors and all other inventory (together,
the "Goods").
(D)
With respect to any Goods, from time to time stored in
each of the Warehouses
(as defined below), Pledgor and Pledgee will enter into
a third party pledgeholder agreement with Furness Logistics Moerdijk B.V. (the
"Third Party") thus converting the non-possessory right of pledge created under
this Agreement into a possessory right of pledge.
IT IS AGREED AS FOLLOWS:
1.
DEFINITION
1.1
IN THIS PLEDGE AGREEMENT THE TERM
"WAREHOUSES" MEANS THE WAREHOUSES, OPERATED BY FURNESS LOGISTICS MOERDIJK B.V.,
A PRIVATE LIMITED LIABILITY COMPANY (BESLOTEN VENNOOTSCHAP MET BEPERKTE
AANSPRAKELIJKHEID), INCORPORATED AND EXISTING UNDER THE LAWS OF THE NETHERLANDS
AND HAVING ITS REGISTERED SEAT AT MOERDIJK, LOCATED AT:
(I)
TRADEBOULEVARD 4, HAVENNUMMER 528, 4761 RL MOERDIJK; AND
(II)
OTHER PREMISES OF THE THIRD PARTY LOCATED AT
MOERDIJK
1
2.
AGREEMENT TO PLEDGE
2.1
THE PLEDGOR AND THE PLEDGEE HEREBY
AGREE, IN ORDER TO SECURE TO THE PLEDGEE THE PROMPT PAYMENT IN FULL OF THE
SECURED OBLIGATIONS (AS DEFINED BELOW), THAT THE PLEDGOR WILL CREATE A FIRST
RANKING NON-POSSESSORY RIGHT OF PLEDGE ON THE GOODS IN THE MANNER SET FORTH IN
CLAUSE 2.
2.2
IF AND TO THE EXTENT AT ANY TIME IT
SHALL APPEAR THAT ANY RIGHT OF PLEDGE CREATED HEREBY OR PURSUANT HERETO SHALL
NOT HAVE THE RANKING AS REFERRED TO ABOVE, THE PLEDGOR AND THE PLEDGEE CONFIRM,
AND - TO THE EXTENT NECESSARY - HEREBY FURTHER AGREE, THAT A VALID RIGHT OF
PLEDGE HAS OR SHALL NEVERTHELESS HAVE BEEN CREATED. IN THAT CASE THE RIGHT OF
PLEDGE SHALL HAVE THE HIGHEST POSSIBLE RANK.
3.
RIGHT OF NON-POSSESSORY PLEDGE
3.1
AS A FURTHER SECURITY FOR THE DUE
AND PUNCTUAL PAYMENT OF THE AMOUNTS OWING PURSUANT TO THE CREDIT AGREEMENT (THE
"SECURED OBLIGATIONS") , THE PLEDGOR HEREBY GRANTS A FIRST RANKING
NON-POSSESSORY RIGHT OF PLEDGE (BEZITLOOS PANDRECHT EERSTE IN RANG) OR, AS THE
CASE MAY BE, THE PLEDGOR GRANTS IN ADVANCE A FIRST RANKING NON-POSSESSORY RIGHT
OF PLEDGE (BEZITLOOS PANDRECHT EERSTE IN RANG) ON THE GOODS TO THE PLEDGEE AND
THE PLEDGEE