Exhibit 10.5
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Loan Agreement
between
Xxxxxxx-Xxxxxx XX, Xx Xxxxxxxxx, XX-0000 Greifensee
(hereinafter referred to as "MT")
and
Xxxxxx X. Xxxxxxx, Wengirain 42, CH-8702 Herrliberg
(hereinafter referred to as "X. Xxxxxxx")
ART. I
1.1 MT grants a loan to X. Xxxxxxx in the amount of CHF
1,000,000 (one million Swiss Francs) for the purchase of
equity of MT Investors Inc. (the "Loan").
1.2 The Loan will be made available by MT to X. Xxxxxxx
immediately upon his written request.
ART. 2
2.1 MT shall be entitled to request the repayment of the Loan at
any time after the expiration of 7 calendar years after the
date of this agreement ("Lifetime"). Such request shall be
made in writing not less than 90 days before the date of
repayment.
2.2 X. Xxxxxxx shall have the right to fully or partly repay the
Loan at any time.
ART. 3
3.1 The Loan shall be interest bearing at a rate of 5% p.a.
("Interest Rate").
3.2 Interest shall be payable semi-annually (per June 30 and
December 31 of each calendar year) on the pro rata amount of
the outstanding Loan.
3.3 The first interest period shall be not earlier than the date
of the "Closing" as defined in the purchase agreement
between AEA and Ciba-Geigy and shall end at December 31,
1996.
ART. 4
4.1 This Loan Agreement shall be an appendix to and an integral
part of the Employment Agreement between X. Xxxxxxx and MT.
ART. 5
5.1 This Loan Agreement shall be governed and interpreted
exclusively by and according to Swiss law.
5.2 Place of jurisdiction for any dispute arising from this Loan
Agreement shall be Greifensee, Zurich.
Greifensee, October 7, 1996
Xxxxxx X. Xxxxxxx Xxxxxxx-Xxxxxx AG
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxx Xxx /s/ Xxxxx Xxxxxx
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