[AMENDMENT TO GRANT AGREEMENT BETWEEN THE INDUSTRIAL DEVELOPMENT
BOARD FOR NORTHERN IRELAND AND DDL ELECTRONICS LIMITED]
RESTRICTED COMMERCIAL [ON LETTERHEAD OF THE
INDUSTRIAL
DEVELOPMENT BOARD FOR
NORTHERN IRELAND]
The Secretary The Secretary
DDL Electronics Limited DDL Electronics Inc
3 Annesborough Industrial Estate 2151 Anchor Court
CRAIGAVON NEWBURY PARK
CO Armagh California 91320
BT67 9JJ United States of America
Our Ref: Al 543/19/L001/0054 2 May 1996
Dear Sir
1. The Department of Economic Development, (acting through the
Executive of the Industrial Development Board for Northern Ireland and
hereinafter called "IDB") hereby amends the offer of financial
assistance contained in IBD's letter to DDL Electronics Limited
(hereinafter called "the Company") dated 29 August 1989 as follows:-
the wording "The Secretary, Data-Design Laboratories, Inc." 7925
Centre Avenue, Cugamonga, CALIFORNIA 91730, United States of America"
shall be deleted and the following substituted therefor;
"The Secretary, DDL Electronics Inc, 2151 Anchor Court, NEWBURY PARK,
California 91320, United States of America";
wheresoever the wording "Data-Design Laboratories, Inc", appears
throughout the letter and any of the annexes to the letter it shall
be deleted and the wording "DDL Electronics Inc" substituted
therefor:
sub-paragraph 1(a) shall be deleted and the following substituted
therefor:
"(a) a grant not exceeding 861,650 pounds sterling of 30% of
vouched and approved expenditure:
(i) by the Company in respect of the qualifying expenditure
as set out in sub-paragraph 1(b) of Annex A ("the
capital grant"); and/;or
(ii) by a Lessor approved by the IDB on the purchase of new
machinery and equipment leased to the Company upon the
terms and conditions of an agreement to the entered
into between the company, the Lessor and the IDB, a
specimen copy of which is attached hereto;";
at line 1 of sub-paragraph 1(e) delete the figure "250,000 pounds
sterling" and insert the figure "380,000 pounds sterling";
two new sub-paragraphs shall be added to paragraph 1 as
follows:
"(f) an employment grant not exceeding 135,000 pounds sterling
("the fourth employment grant");
(g) an employment grant not exceeding 300,000 pounds sterling
("the fifth employment grant").";
paragraphs 8 and 9 shall be renumbered 10 and 11 respectively, the
remaining paragraphs renumbered accordingly and new paragraphs 8 and
9 inserted as follows:
"8. THE FOURTH EMPLOYMENT GRANT: The provisions of Annex F shall
apply to the fourth Employment grant.;
9. THE FIFTH EMPLOYMENT GRANT: The provisions of Annex G shall
apply to the fifth employment grant.";
at lines 5, 6, 7 and 8 of sub-paragraph 12(b) delete the dates "30
June 1991,", "31 December 1991,", "30 June 1992," and "31 December
1992," and insert the dates "30 June 1993,", "31 December 1993,", "30
June 1994," and "31 December 1994," respectively;
at line 3 of sub-paragraph 12(n) after the word "project" insert the
following "for a period of 4 years commencing on the date of
acceptance of this offer.";
at lines 4 and 5 of sub-paragraph 13(a) delete the figures "10" and
"13" respectively and insert the figures "12" and "15" respectively;
at line 4 of sub-paragraph 13(b) delete the figure "10" and insert
the figure "12";
at line 5 of paragraph 14 delete the date "1 January 1995" and insert
the date "1 January 1997";
a new sub-paragraph shall be added to paragraph 15 as follows:
"(g) an administration order is made in relation to the
Company;";
at line 7 of paragraph 15 delete the figure "12" and insert the
figure "14";
at line 3 of sub-paragraph 1(b) of Annex A delete the date "31
December 1994" and insert the date "31 December 1996";
at line 7 of sub-paragraph 1(b) of Annex A after the word "factory"
insert the following " and on the purchase and installation of
approved second-hand machinery and equipment installed at the factory
provided that the purchase thereof shall be an arm's length
transaction at a cost which shall not exceed the valuation of the
machinery and equipment by an independent valuer approved by IDB,
such valuation to be at the instigation and expense of the Company
and to be undertaken prior to installation of the machinery and
equipment at the factory.";
at line 8 of paragraph 1 of Annex C delete the date "31 December
1991" and insert the date "31 December 1995";
at line 8 of paragraph 1 of Annex D delete the date "31 December
1993" and insert the date "31 December 1995";
at line 3 of paragraph 1 of Annex E delete the figure "3" and insert
the figure "4".
At line 5 of paragraph 1 of Annex E after the wording "borrowing
facilities" insert the wording "and/or inter-company borrowing
facilities";
Paragraph 4 of Annex E shall be deleted;
at line 5 of paragraph 5 of Annex E delete the figure "50,000 pounds
sterling" and insert the figure "180,000 pounds sterling";
" ANNEX F
THE FOURTH EMPLOYMENT GRANT
1. Grant Rate: The fourth employment grant shall be payable at
the rate of 2,700 pounds sterling per worker for a maximum of 50 workers
employed by the company at the factory and shall (a) as respects the
6 month period commencing on 1 January 1989 be payable on the average (as
ascertained in accordance with paragraph 2 below) number of workers
employed during any such period such additional number being
calculated by reference to the previous highest 6 monthly average
number of workers in respect of which the fourth employment grant has
been paid.
2. Claims: Claims for payment of the fourth employment grant
shall be in writing and shall be accompanied by a report prepared by
the Company's auditors in the form required by the IDB reporting the
average number of workers employed at the factory during the 6 month
period to which such report relates.
3. Instalments: The fourth employment grant in respect of any 6
month period shall be payable (subject to paragraphs 4 and 5 below)
by means of 2 instalments as follows provided always that the
135,000 pounds sterling of the fourth employment grant earned by the
Company shall from the date the IDB authorises payment be offset against
the Company's outstanding indebtedness to the IDB under the Leasing
Agreement dated 1 January 1990 and Debenture dated 1 January 1990
between the Department of Economic Development and the Company:
(a) the first instalment following acceptance by IDB of the claim
in respect of the period to which it relates;
(b) the second instalment (subject to paragraph 4 below) not less
than 6 months after the end of the period to which the first
instalment relates.
4. Acceptance of a claim for payment: A claim shall be regarded
subject to paragraph 5 below) as accepted for payment by the IDB for
the purposes of paragraph 3 above at the time the IDB having carried
out all such investigations it considers appropriate with respect to
the claim and the Company having satisfied the IDB in respect of any
matters arising in connection with the claim whether in relation to
the documents referred to in paragraph 2 above or otherwise, is
satisfied that payment in respect of the claim should be made.
5. Power to withhold or reduce: the IDB shall be entitled to
withhold or reduce payment of the second, third and fourth
instalments referred to in paragraph 3 above if there has been any
decrease in the average number of workers employed at the factory (by
comparison with the average number for the period to which the claim
relates) as respects the second instalment during the first 6 month
period following the expiry of the period to which the claim relates.
6. Retrospective adjustment: There shall be excluded from any
computation of the average number of workers, any worker who either
being on statutory maternity leave or not working by reason of
sickness resigns without returning to work. The IDB shall be
entitled to make retrospective adjustments in any amount of the
fourth employment grant payable by the IDB or recoverable from the
Company and/or DDL Electronics Inc in any case where it is not
evident at the date of any such computation that any worker should be
excluded therefrom.
ANNEX G
THE FIFTH EMPLOYMENT GRANT
1. Grant Rate: The fifth employment grant shall be payable at the
rate of 6,122.45 pounds sterling per worker for a maximum of 49 workers
over and above a base figure of 100 workers employed by the Company at
the factory and shall (a) as respects the 6 month period commencing 1
July 1995 be payable on the average (as ascertained in accordance
with paragraph 2 below) number of workers employed during such period
over and above the base figure of 100 workers.
2. Claims: Claims for payment of the fifth employment grant shall
be in writing and shall be accompanied by a report prepared by the
Company's auditors in the form required by the IDB reporting the
average number of workers employed at the factory during the 6 month
period to which such report relates.
3. Instalments: The employment grant in respect of the 6 month
2period shall be payable (subject to acceptance of a claim in respect
thereof by the IDB in accordance with paragraph 4 below) by means of
4 instalments as follows:
(a) the first instalment following acceptance by the IDB of the
claim in respect of the period to which it relates;
(b) the second instalment (subject to paragraph 4 below) not less
than 6 months after the end of the period to which the first
instalment relates;
(c) the third instalment (subject to paragraph 4 below) not less
than 12 months after the end of the period to which the first
instalment relates;
(d) the fourth instalment (subject to paragraph 4 below) not less
than 18 months after the end of the period to which the first
instalment relates.
4. Acceptance of a claim for payment: A claim shall be regarded
(subject to paragraph 5 below) as accepted for payment by the IDB for
the purposes of paragraph 3 above at the time the IDB having carried
out all such investigations it considers appropriate with respect to
the claim and the Company having satisfied the IDB in respect of any
matters arising in connection with the claim whether in relation to
the documents referred to in paragraph 2 above or otherwise, is
satisfied that payment in respect of the claim should be made.
5. Power to withhold or reduce: The IDB shall be entitled to
withhold or reduce payment of the second, third and fourth instalments
referred to in paragraph 3 above if there has been any decrease in the
average number of workers employed at the factory (by comparison with
the average number for the period to which the claim relates) as
respects the second instalment during the first 6 month period
following the expiry of the period to which the claim relates, as
respects the third instalment during the second 6 month period
following the expiry of the period to which the claim relates, as
respects the fourth instalment during the third 6 month period
following the expiry of the period to which the claim relates.
6. Retrospective adjustment: There shall be excluded from any
computation of the average number of workers, any worker who either
being on statutory maternity leave or not working by reason of
sickness resigns without returning to work. The IDB shall be entitled
to make retrospective adjustments in any amount of the fifth
employment grant payable by the IDB or recoverable from the Company
and/or DDL Electronics Inc, in any case where it is not evident at the
date of nay such computation that any worker should be excluded
therefrom.".
2. CONDITION PRECEDENT: It is a condition precedent to the payment of
any further financial assistance under IDB's letter of offer dated 29
August 1989 as amended by this letter that the company shall procure
that DDL Electronics Inc, shall provide IDB with an Opinion by Counsel
on Counsel's headed paper, substantially in the terms of the draft
comprised in the Appendix attached hereto.
3. ACCEPTANCE: This letter is issued in triplicate. If you are
prepared to accept the foregoing amendment, the Form of Acceptance
should be completed on the counterpart of this letter in accordance
with the Articles of Association of the Company, together with the
form of Acceptance completed by DDL Electronics Inc and returned to IDB.
4. AVAILABILITY: The foregoing amendment shall remain open for a
period of one month from the date of this letter after which, if not
accepted by the Company and DDL Electronics Inc, it shall be deemed to
have been withdrawn.
5. WITHDRAWAL: On acceptance of this letter IDB's letters dated 22
June 1992, 16 June 1993 and 24 August 1995 shall be deemed to have been
withdrawn and cancelled.
Yours faithfully
/s/ D. McKeown
FORM OF ACCEPTANCE
The foregoing amendment to IDB's letter dated 29 August 1989 is hereby
accepted by DDL Electronics Limited.
The Common Seal of DDL Electronics Limited
was affixed hereto this 7th
day of May one thousand nine
hundred and ninety-six in the presence
of:-
/s/ John Coyne - Director
__________________________________
/s/ Sean Ritchie - Secretary
__________________________________
FORM OF ACCEPTANCE
The foregoing amendment to IDB's letter
dated 29 August 1989 is hereby accepted by
DDL Electronics Inc this 1st
day of June one thousand nine
hundred and ninety-six in the presence of:-
/s/ Gregory L. Horton - CEO
__________________________________
/s/ Richard K. Vitelle - Secretary
___________________________________
Duly authorised representatives of DDL Electronics Inc