ARTICLE IX

Miscellaneous

SECTION 9.01        Notices Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy (or other electronic transmission), as follows:

(i)            if to the US Borrower, to it at 23 Inverness Way East, Ste 150, Englewood, Colorado 80112-5711, Attention of Richard D. Smith, email address: dsmith@alliedmotion.com, telecopy: 303-799-8521;

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(ii)           if to the EUR Borrower, to it at Kerkeplaat 16, 3313 LC Dordrecht, The Netherlands, Attention of Harry Cloos, email address: Harry_Cloos@Premotec.com, telecopy:  +31-78-621 4828; with copy to:  23 Inverness Way East, Ste 150, Englewood, Colorado 80112-5711, Attention of Richard D. Smith, email address:  dsmith@alliedmotion.com, telecopy: 303-799-8521

(iii)          If to the Administrative Agent, to it at 1125 17th Street, Floor 03, Denver, Colorado 80202, Attention of David Rowe, email address: david.x.rowe@chase.com, telecopy: 303-294-0384;

(iv)          If to the Issuing Bank, to it at 1125 17th Street, Floor 03, Denver, Colorado 80202, Attention of David Rowe, email address: david.x.rowe@chase.com, telecopy: 303-294-0384;

(v)           If to the EUR Agent, to European Loan Operations, 4th Floor Prestige Knowledge Park, Near Marathalli Junction, Outer Ring Road, Kadabeesanahalli, Vathur Hobli, Bangalore, 560087, India, with a copy to The Manager, Loan Agency Service at J.P. Morgan Europe Limited, 125 London Wall, London, EC2Y-5AJ, United Kingdom, email: european.loan.operations@jpmchase.com, telecopy:  + 44-20-7492-3297 and +44-20-7492-3298, -2360; and

(vi)          if to any other Lender, to it at its address (or telecopy number or email address) set forth in its Administrative Questionnaire.

(b)           Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to ARTICLE II unless otherwise agreed by the Administrative Agent and the applicable Lender.  The Administrative Agent or the Borrowers may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by them; provided that approval of such procedures may be limited to particular notices or communications.

(c)           Any party hereto may change its address or telecopy number or email address for notices and other communications hereunder by notice to the other parties hereto.  All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

ARTICLE IX

Miscellaneous

SECTION 9.01        Notices Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy (or other electronic transmission), as follows:

(i)            if to the US Borrower, to it at 23 Inverness Way East, Ste 150, Englewood, Colorado 80112-5711, Attention of Richard D. Smith, email address: dsmith@alliedmotion.com, telecopy: 303-799-8521;

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(ii)           if to the EUR Borrower, to it at Kerkeplaat 16, 3313 LC Dordrecht, The Netherlands, Attention of Harry Cloos, email address: Harry_Cloos@Premotec.com, telecopy:  +31-78-621 4828; with copy to:  23 Inverness Way East, Ste 150, Englewood, Colorado 80112-5711, Attention of Richard D. Smith, email address:  dsmith@alliedmotion.com, telecopy: 303-799-8521

(iii)          If to the Administrative Agent, to it at 1125 17th Street, Floor 03, Denver, Colorado 80202, Attention of David Rowe, email address: david.x.rowe@chase.com, telecopy: 303-294-0384;

(iv)          If to the Issuing Bank, to it at 1125 17th Street, Floor 03, Denver, Colorado 80202, Attention of David Rowe, email address: david.x.rowe@chase.com, telecopy: 303-294-0384;

(v)           If to the EUR Agent, to European Loan Operations, 4th Floor Prestige Knowledge Park, Near Marathalli Junction, Outer Ring Road, Kadabeesanahalli, Vathur Hobli, Bangalore, 560087, India, with a copy to The Manager, Loan Agency Service at J.P. Morgan Europe Limited, 125 London Wall, London, EC2Y-5AJ, United Kingdom, email: european.loan.operations@jpmchase.com, telecopy:  + 44-20-7492-3297 and +44-20-7492-3298, -2360; and

(vi)          if to any other Lender, to it at its address (or telecopy number or email address) set forth in its Administrative Questionnaire.

(b)           Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to ARTICLE II unless otherwise agreed by the Administrative Agent and the applicable Lender.  The Administrative Agent or the Borrowers may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by them; provided that approval of such procedures may be limited to particular notices or communications.

(c)           Any party hereto may change its address or telecopy number or email address for notices and other communications hereunder by notice to the other parties hereto.  All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

12.          Miscellaneous.

12.01       No Contract of Employment.  Nothing contained in this Plan shall be deemed to create a contract of continuing employment between the Company and each Participant.

12.02       Administration.  The Board shall administer this Plan in accordance with the Plan’s terms and shall have full power and authority necessary or appropriate for carrying out

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its duties.  The Board shall have the full power to establish any rules and procedures it finds appropriate for the administration of this Plan.  The Board may correct any defect or reconcile any inconsistency in the Plan to the extent the Board finds it necessary to carry out the purposes of the Plan.  The Board shall have full power and authority to interpret the Plan and to decide all matters arising in connection with the administration of the Plan.  In exercising its power and authority, the Board shall have complete discretion and its determinations shall be final.

12.03       Participant Responsible for Investment Designations.  Neither the Company nor the Board shall have any duty to question any investment designations of a Participant or to make recommendations to any  Participant with respect to investment designations.  Neither the Company nor the Board shall be liable for any reduction in the amount credited to a Participant’s Account that is the result of each Participant’s investment designations or a failure of each Participant to make or change an investment designation.

Notwithstanding any other provision of this Plan, a Participant’s investment designation shall not be given effect if the Board in its discretion determines that such an investment would be unlawful or impracticable if actually made by the Company.

12.04       Investment Designations upon Death, Incapacity, or Disability.  The provisions of this Section 12.04 shall apply notwithstanding any contrary provisions of the Plan.

(a)           Upon a Participant’s death, such Participant’s Beneficiary or Beneficiaries to the extent of their interests, or, if each Participant fails to designate a Beneficiary or no Beneficiary survives him, the executor or administrator of each Participant’s estate, shall succeed to each Participant’s right to make investment designations with respect to the Account, and all references to each Participant in Section 7.03 and Section 12.03 shall be interpreted as references to the Beneficiary, Beneficiaries, executor, or administrator, as appropriate.

(b)           If, in the Board’s opinion, each Participant or a Beneficiary entitled to make investment designations under this Plan is under a legal disability or incapacitated in any way so as to be unable to manage his financial affairs, and if the Board determines that a legal representative of each Participant or his beneficiary is authorized to make such designations on behalf of each Participant or his Beneficiary, then such legal representative shall be considered the each Participant or beneficiary for all purposes of Section 7.03 and Section 12.03.

(c)           If, in the situation described in paragraph (b) (involving each Participant’s legal disability or incapacity), the Board determines that no legal representative is authorized to make such designations on behalf of each Participant or his beneficiary, then neither the Board nor the Company shall be under any obligation to take any action with respect to the investment designations in effect with respect to the Account.  However, in such a situation, the Board may, from time to time, in its discretion, make investment designations on each Participant’s behalf, but only from among Investment Funds substantially all of the assets of which are certificates of deposit or interest bearing accounts in banks, savings banks, or savings and loan

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associations; obligations of the United States government and obligations guaranteed as to principal and interest by the United States government; obligations of a state, a territory, or a possession of the United States, or of any political subdivision of any of the foregoing, or of the District of Columbia, and cash deposit accounts.  Neither the Board, the Company, nor any trustee shall be liable to each Participant, his beneficiary, or his estate for taking no action with respect to investment designations in effect with respect to the Account or for taking the action described in the preceding sentence.

12.05       Waivers.  No provision of this Plan may be modified, waived, or discharged except by an instrument in writing executed by each Participant and an authorized officer of the Company.  A waiver by either party of any breach of, or compliance with, any condition or provision of this Plan shall not be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time.  No agreements or representations, oral or otherwise, with respect to the subject matter of this Plan have been made by either party that are not expressly set forth in this Plan.

12.06       Construction.  The validity, interpretation, construction, and performance of this Plan shall be governed by the internal laws of the State of Colorado, without regard to the principles of conflicts of law.

12.07       Enforceability.  The invalidity or unenforceability of any provision of this Plan shall not affect the validity of any other provision of this Plan, which shall remain in full force and effect.

12.08       Successors.  This Plan shall be binding on and inure to the benefit of the Company, its successors and assigns, each Participant, and each Participant’s heirs, executors, administrators, and legal representatives.

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12.          Miscellaneous.

12.01       No Contract of Employment.  Nothing contained in this Plan shall be deemed to create a contract of continuing employment between the Company and each Participant.

12.02       Administration.  The Board shall administer this Plan in accordance with the Plan’s terms and shall have full power and authority necessary or appropriate for carrying out

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its duties.  The Board shall have the full power to establish any rules and procedures it finds appropriate for the administration of this Plan.  The Board may correct any defect or reconcile any inconsistency in the Plan to the extent the Board finds it necessary to carry out the purposes of the Plan.  The Board shall have full power and authority to interpret the Plan and to decide all matters arising in connection with the administration of the Plan.  In exercising its power and authority, the Board shall have complete discretion and its determinations shall be final.

12.03       Participant Responsible for Investment Designations.  Neither the Company nor the Board shall have any duty to question any investment designations of a Participant or to make recommendations to any  Participant with respect to investment designations.  Neither the Company nor the Board shall be liable for any reduction in the amount credited to a Participant’s Account that is the result of each Participant’s investment designations or a failure of each Participant to make or change an investment designation.

Notwithstanding any other provision of this Plan, a Participant’s investment designation shall not be given effect if the Board in its discretion determines that such an investment would be unlawful or impracticable if actually made by the Company.

12.04       Investment Designations upon Death, Incapacity, or Disability.  The provisions of this Section 12.04 shall apply notwithstanding any contrary provisions of the Plan.

(a)           Upon a Participant’s death, such Participant’s Beneficiary or Beneficiaries to the extent of their interests, or, if each Participant fails to designate a Beneficiary or no Beneficiary survives him, the executor or administrator of each Participant’s estate, shall succeed to each Participant’s right to make investment designations with respect to the Account, and all references to each Participant in Section 7.03 and Section 12.03 shall be interpreted as references to the Beneficiary, Beneficiaries, executor, or administrator, as appropriate.

(b)           If, in the Board’s opinion, each Participant or a Beneficiary entitled to make investment designations under this Plan is under a legal disability or incapacitated in any way so as to be unable to manage his financial affairs, and if the Board determines that a legal representative of each Participant or his beneficiary is authorized to make such designations on behalf of each Participant or his Beneficiary, then such legal representative shall be considered the each Participant or beneficiary for all purposes of Section 7.03 and Section 12.03.

(c)           If, in the situation described in paragraph (b) (involving each Participant’s legal disability or incapacity), the Board determines that no legal representative is authorized to make such designations on behalf of each Participant or his beneficiary, then neither the Board nor the Company shall be under any obligation to take any action with respect to the investment designations in effect with respect to the Account.  However, in such a situation, the Board may, from time to time, in its discretion, make investment designations on each Participant’s behalf, but only from among Investment Funds substantially all of the assets of which are certificates of deposit or interest bearing accounts in banks, savings banks, or savings and loan

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associations; obligations of the United States government and obligations guaranteed as to principal and interest by the United States government; obligations of a state, a territory, or a possession of the United States, or of any political subdivision of any of the foregoing, or of the District of Columbia; and cash deposit accounts.  Neither the Board, the Company, nor any trustee shall be liable to each Participant, his beneficiary, or his estate for taking no action with respect to investment designations in effect with respect to the Account or for taking the action described in the preceding sentence.

12.05       Waivers.  No provision of this Plan may be modified, waived, or discharged except by an instrument in writing executed by each Participant and an authorized officer of the Company.  A waiver by either party of any breach of, or compliance with, any condition or provision of this Plan shall not be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time.  No agreements or representations, oral or otherwise, with respect to the subject matter of this Plan have been made by either party that are not expressly set forth in this Plan.

12.06       Construction.  The validity, interpretation, construction, and performance of this Plan shall be governed by the internal laws of the State of Colorado, without regard to the principles of conflicts of law.

12.07       Enforceability.  The invalidity or unenforceability of any provision of this Plan shall not affect the validity of any other provision of this Plan, which shall remain in full force and effect.

12.08       Successors.  This Plan shall be binding on and inure to the benefit of the Company, its successors and assigns, each Participant, and each Participant’s heirs, executors, administrators, and legal representatives.

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