Second Amendment to Financing Agreement between ViewSonic Corporation and The CIT Group/Business Credit, Inc. dated March 16, 2005

$60,000,000         Dated as of March 16, 2005

FOR VALUE RECEIVED, the undersigned, ViewSonic Corporation (herein the “Company”), a Delaware corporation with a principal place of business at 381 Brea Canyon Road, Walnut, California 91789, hereby, absolutely and unconditionally promises to pay to the order of THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation, (hereinafter “CIT”) with offices located at 300 South Grand Avenue, Third Floor, Los Angeles, California 90071, and CIT as agent for the Lenders (the “Agent”), and any other party which now or hereafter becomes a lender hereunder pursuant to Section 13 of the Financing Agreement (as herein defined) hereof (individually a “Lender” and collectively the “Lenders”), in lawful money of the United States of America and in immediately available funds, the principal amount of Sixty Million Dollars ($60,000,000), or such other principal amount advanced pursuant to Section 3 and Section 5 of the Financing Agreement, such Revolving Loan advances shall be repaid on a daily basis as a result of the application of the proceeds of collections of the Accounts and the making of additional Revolving Loans as described in Section 3. Subject to the terms of the Financing Agreement, the Revolving Loans may be borrowed, repaid and reborrowed by the Company. A final balloon payment in an amount equal to the outstanding aggregate balance of principal and interest remaining unpaid, if any, under this Note as shown on the books and records of the Agent shall be due and payable on the termination of the Financing Agreement, as set forth in Section 11 thereof.

The Company further absolutely and unconditionally promises to pay to the order of the Agent at said office, interest, in like money, on the unpaid principal amount owing hereunder from time to time from the date hereof on the dates and at the rates specified in Section 8, of the Financing Agreement.

If any payment on this Note becomes due and payable on a day other than a business day, the maturity thereof shall be extended to the next succeeding business day, and with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

This Note is one of the Promissory Notes referred to in the Financing Agreement, dated as of the date hereof, as the same may be amended and restated and in effect from time to time, among the Company, the Agent, and the Lenders thereto from time to time (the “Financing Agreement”), and is subject to, and entitled to, all of the terms, provisions and benefits thereof and is subject to optional and mandatory prepayment, in whole or in part, as provided therein. All capitalized terms used herein shall have the meaning provided therefor in the Financing Agreement, unless otherwise defined herein.

The date and amount of the advance(s) made hereunder may be recorded on the grid page or pages which are attached hereto and hereby made part of this Note or the separate ledgers maintained by the Agent. The aggregate unpaid principal amount of all advances made pursuant hereto may be set forth in the balance column on said grid page or such ledgers maintained by the Agent. All such advances, whether or not so recorded, shall be due as part of this Note.

The Company confirms that any amount received by or paid to the Agent in connection with the Financing Agreement and/or any balances standing to its credit on any of its or their accounts on the Agent’s books under the Financing Agreement may in accordance with the terms of the Financing Agreement be applied in reduction of this Note, but no balance or amounts shall be deemed to effect payment in whole or in part of this Note unless the Agent shall have actually charged such account or accounts for the purposes of such reduction or payment of this Note.

Upon the occurrence of any one or more of the Events of Default specified in the Financing Agreement or upon termination of the Financing Agreement, all amounts then remaining unpaid on this Note may become, or be declared to be, immediately due and payable as provided in the Financing Agreement.

This Note is executed in renewal, amendment and restatement of, but not in novation, extinguishment, discharge or satisfaction of the indebtedness evidenced by, that certain Revolving Credit Note dated December 18, 2001, in the original principal amount of $50,000,000 made by the Company payable to the order of CIT and the Agent (as such note has been amended, restated, supplemented or otherwise modified from time to time, the “Prior Note”). All amounts outstanding under the Prior Note as of the date hereof shall hereafter be deemed to be outstanding under, and due and payable in accordance with the terms of, the Financing Agreement and this Note.

We hereby pledge and assign all inventory and/or accounts (“Collateral”) listed above or annexed hereto. The Collateral is owned by undersigned, free and clear of all liens, security interest, claims, charges or trusts, legal or equitable, now existing or which might arise with the passage of time, nor has the Collateral been previously assigned to CIT. We assign to CIT all proceeds of the Collateral, all liens or claims relating to or arising from the Collateral. All proceeds of the Collateral received by undersigned are to be received in trust for CIT’s benefit and are to be immediately delivered to CIT or per CIT’s direction. The accounts arise from bona fide sales and delivery of goods or the due performance of services and are liquidated in amount. There are not offsets, setoffs, counteraccounts or counterclaims, disputes or defenses of any kind against any account from any account debtor. All invoices and proofs of delivery are originals or true copies and all invoices represent the entire agreement between the undersigned and the account debtor.

This assignment supplements and is a part of the Loan and Security Agreement (“LSA”) between CIT and the undersigned. All representations and warranties set forth in the LSA are restated herein and represented to CIT as true as of the date hereof, acknowledging CIT’s reliance on said representations and warranties.

Undersigned: ViewSonic Corporation   Dated 3/16/2005

Undersigned Financial Officer

 

EXHIBIT “C”

CERTIFIED COPY OF RESOLUTIONS OF BOARD OF DIRECTORS

WHEREAS, this corporation, certain financial institutions party thereto from time to time (the “Lenders”), and The CIT Group/Business Credit, Inc., a New York corporation, as a Lender and an agent for the Lenders (in its capacity as agent, the “Agent”), are parties to that certain Financing Agreement dated December 18, 2001 (as amended from time to time thereafter the “Agreement”), and

WHEREAS, this corporation has requested the Agent and the Lenders to amend certain terms and provisions of the Agreement and to extend certain financial accommodations to this corporation,

NOW, THEREFORE, it is hereby resolved:

1. That any one or more of the officers of this corporation be, and each hereby is, authorized and directed, in the name and on behalf of this corporation:

(a) To borrow money and obtain credit and other financial accommodations for or on behalf of this corporation, at any time and from time to time, from the Lenders and the Agent upon such terms and conditions, including, without limitation, rate of interest, amortization and maturity, as may be satisfactory to the Lenders and the Agent, and to execute and deliver to the Agent one or more agreements, promissory notes, and other evidences of indebtedness including, without limitation, a Second Amendment to Financing Agreement (collectively, the “Financing Agreements”), in form and substance satisfactory to the Agent, to evidence such borrowings, credit and financial accommodations, the execution and delivery of the Financing Agreements by such officer or officers of this corporation to be deemed conclusive evidence of the approval by this corporation of the terms, provisions and conditions thereof;

(b) To pledge with, or assign to, the Agent, for the benefit of the Lenders, or to grant to the Agent, for the benefit of the Lenders, a security interest in such assets and property of this corporation both real and personal as may now or hereafter be required by the Agent as security for all indebtedness and obligations of this corporation to the Lenders and the Agent, now existing or hereafter arising, and to execute and deliver in connection therewith, one or more deeds of trust to secure debt, assignments or security agreements (the “Security Agreements”), in form and substance satisfactory to the Agent, the execution and delivery of the

Security Agreements by such officer or officers of this corporation to be deemed conclusive evidence of the approval by this corporation of the terms, provisions and conditions thereof; and

(c) To make, execute and deliver to the Agent any and all financing statements, consents, certificates, documents, instruments, amendments, papers or writings as may be required by the Agent in connection with or in furtherance of the Financing Agreements, the Security Agreements, and any other transactions above described, the same to be in form and substance satisfactory to the Agent, and to do any and all other acts necessary or desirable to effectuate the foregoing resolution, the execution, delivery and performance thereof by such officer or officers of this corporation to be deemed conclusive evidence of the approval by this corporation of the terms, provisions and conditions thereof.

2. That if an Event of Default exists and is continuing under the Agreement, any bank, banker or trust company be, and hereby is, authorized and requested upon written instruction of the Agent to receive for deposit to the credit of the Agent without further inquiry, all checks, drafts and other instruments for the payment of money payable to this corporation or its order, and that said bank, banker or trust company shall be under no liability to this corporation for the disposition which the Agent may or shall make of said instruments or the proceeds thereof, and that, solely if an Event of Default exists and is continuing under the Agreement, any officer or agent of the Agent is hereby authorized and empowered to endorse the name of this corporation to any and all checks, drafts, and other instruments payable to this corporation or its order.

3. That any officer of this corporation be, and hereby is, authorized to certify and deliver to the Agent, under corporate seal, copies of these resolutions.