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EXHIBIT 3.29
[BANK IN LIECHTENSTEIN LETTERHEAD]
VADUZ, DECEMBER 14, 1995
LOAN AGREEMENT
Dear Sirs,
With reference to our various discussions, we are pleased to make available to
you a credit line on the following terms and conditions:
BORROWER
LGT BIL Ltd., Xxxxxx Town, Grand Cayman, Cayman Islands
(hereinafter also referred to as "Borrower")
LENDER
Bank in Liechtenstein Aktiengesellschaft
Xxxxxxxxxxx 00, XX-0000 Xxxxx, Principality of Liechtenstein
(hereinafter also referred to as "Lender")
The Lender reserves the right to transfer or assign the whole loan amount or
any part thereof to any of its directly or indirectly controlled group
companies, or to any other BIL GT Group company.
LOAN AMOUNT
DM 120'000'000.--(Deutsch Marks one hundred twenty million)
PURPOSE
For the acquisition of a share in the partnership of LGT BIL Ltd. & Co.,
Frankfurt, and for general business purposes.
Xxxxxxxxxxx 00 Telephone 000 000 0000
XX-0000 Xxxxx Telefax 075 235 1850
Principality of Liechtenstein Telex 889 222
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UTILISATION
This credit line shall be available for overdrafts on the current account
and/or fixed term advances with maturities of up to 12 months.
PAYOUT
First payout of DM 117 million to the Borrower's DM account held with the
Lender, with value December 18, 1995.
TERM/DURATION
This credit line will be valid until further notice. It may be cancelled at any
time by either the Borrower or the Lender in accordance with the Lender's
"General Business Conditions". In the event of such cancellation, all
outstanding principal, interest and fees shall become immediately due for
repayment.
INTEREST RATE
a. The interest rate for fixed term advances is 1.0% (one percent) per annum in
excess of the rate at which deposits in Deutsche Marks for terms of up to 12
months would be offered by the Lender to Prime Banks in the London
inter-bank market, 2 (two) business days prior to the first day of each
interest period.
Interest will be calculated on the basis of exact number of days elapsed,
divided by a 360-day-year (365/360) and will be payable at the end of each
interest period, but at least semi-annually in arrears.
If any payment date shall fall on a day on which banks in Vaduz are not open
for business, such payment shall be extended to the next succeeding business
day unless such business day falls in the next calendar month, in which event
such due date shall be the immediately preceding business day.
b. The interest rate for overdrafts on the current account in Deutsch Marks is
6.25% (six and one quarter per cent) per annum, to be charged quarterly in
arrears, calculated on the basis of the average daily outstanding loan
amount. This rate is applicable until further notice and is subject to change
in accordance with prevailing market conditions.
SECURITY
Pledge and assignment with the enclosed form "General Deed of Pledge and
Declaration of Assignment" of the Borrower's partnership in the amount of DM
130'000'000 in LGT BIL Ltd. & Co., Frankfurt.
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MISCELLANEOUS
The relationship between the Borrower and the Lender is further subject to the
Lender's "General Business Conditions", but only to the extent that such
"General Business Conditions" are not in conflict with the terms, conditions and
provisions of this agreement. In the event of conflict, the terms and conditions
of this agreement shall prevail.
PAYMENTS AND TAXES
All payments to be made by the Borrower to the Lender under this agreement shall
be made in the currencies, as they will be outstanding under this agreement,
freely disposable outside of bilateral or multilateral payment agreements which
may exist at the time of payment, free and clear of and without deduction of any
taxes, levies, imposts, duties, charges, fees, deductions or withholdings of any
nature, now or hereafter imposed by or on behalf of any taxing authority or any
other entity.
If deduction of any such taxes or other charges referred to above at any time
during the validity of this agreement be required, the Borrower shall pay such
amount in respect of principal and interest as may be necessary in order that
the amounts effectively received by the Lender after such deduction shall equal
the respective amounts of principal and interest which have been claimed by the
Lender as if no deduction had been made.
NEGATIVE PLEDGE CLAUSE
The Borrower undertakes that, so long as any sum remains available or
outstanding under this agreement, it will not, without the prior written consent
of the Lender, which shall not be unreasonably withheld, create, assume or
permit to exist any encumbrances over any of its present or future revenues or
assets save for encumbrances which arise in the ordinary course of business.
CHANGE OF OWNERSHIP
The Lender reserves the right to demand immediate repayment of all outstandings
and to cancel any unused portions of the facility, at any time at its sole
discretion, should the ultimate ownership of the Borrower by BIL GT Group Ltd.
cease to be 100%.
REPRESENTATIONS AND WARRANTIES
The Borrower represents that upon signing the relevant documentation:
a. The making, performance and delivery of this Agreement are within the
corporate powers, the terms of the By-laws of the Borrower and have been duly
authorised by all necessary corporate actions, and do not contravene any laws
or any contractual restrictions binding on the Borrower.
b. The Borrower has the full power, authority and legal right to execute and
deliver this loan agreement and perform the obligations hereunder.
c. This Agreement when executed and delivered will be a legal, valid and a
binding obligation of the Borrower, enforceable in accordance with its
respective terms.
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d. To the best of its knowledge, there are no pending or threatened actions or
proceedings, before any court or administrative agency which may materially
adversely affect the Borrower's financial ability to fulfil its obligations
hereunder.
e. No material adverse change has taken place in its financial condition since
the end of the latest accounting period in respect of which its accounts have
been audited.
f. No event described in Acceleration Clause below has occurred and is still
outstanding.
The Borrower shall be deemed to repeat the above representations on each
drawdown and renewal of a drawing under this facility.
CONDITIONS PRECEDENT
This agreement is made under the condition and the Lender's obligation to make
this loan available is subject to the conditions precedent that the Lender shall
have received and approved the following:
a. Form "General Deed of Pledge and Declaration of Assignment" as described
under "Security".
b. A certified copy of the Resolution of the Board of Directors of the Borrower
approving the execution, delivery and performance of this agreement and
stipulating the name(s) of the Officer(s) or Representative(s) of the
Borrower authorised to sign this agreement.
c. Drawdown instructions in writing.
d. Such legal opinions as the Lender shall in its sole discretion deem
necessary.
ACCELERATION CLAUSE
In the event that the borrower fails to comply with any of the terms and
conditions contained in this agreement, or any other loan or credit arrangement
between the Borrower and a third party, the Lender shall have the right at any
time after such occurrence without need of further legal formality, to declare
by notice in writing to the Borrower, the principal of and accrued interest on
the then outstanding advances, plus any and all fees and charges whatsoever, to
become immediately due and payable.
LAW GOVERNING THE LEGAL RELATIONSHIP BETWEEN THE LENDER AND THE BORROWER AND
PLACE OF JURISDICTION
All legal aspects of the relationship between the Borrower and the Lender shall
be governed by Liechtenstein law. The place of performance, the exclusive place
of jurisdiction for lawsuits and all other kinds of legal proceedings and place
of foreclosure shall be the domicile of Bank in Xxxxxxxxxxxxx
Xxxxxxxxxxxxxxxxxx, 0000 Xxxxx.
The Lender reserves the right to bring legal proceedings against the Borrower
before any competent court at the domicile of the Borrower or any other court
having jurisdiction over the Borrower.
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We hope that the above terms and conditions meet your requirements, and kindly
request that you duly sign and return to us the enclosed duplicate of this Loan
Agreement.
Yours faithfully,
BANK IN LIECHTENSTEIN
Aktiengesellschaft
/s/ XX. X. XXXXXXXX /s/ X. XXXXXX
Xx. X. Xxxxxxxx X. Xxxxxx
Enclosures
Duplicate of the Loan Agreement
General Deed of Pledge and Declaration of Assignment
General Business Conditions
To Bank in Liechtenstein Aktiengesellschaft, Vaduz:
We fully agree with and accept all of the terms and conditions contained in the
above-mentioned agreement.
Place/Date: Vaduz, 14.12.1995 /s/ [ILLEGIBLE]
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LGT BIL LTD.
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[LGT BANK IN LIECHTENSTEIN LETTERHEAD]
Vaduz, January 7, 1997
SFI/mat/tal
AMENDMENT TO THE LOAN AGREEMENT DATED DECEMBER 14, 1995
Dear Sirs,
Reference is made to the recent telephone conversation with Xx. Xxx Xxxxxxx and
Xx. Xxxxxxx Xxxxx. As agreed and subsequent to the effected partial loan
repayment, we are pleased to confirm to you that the clause "Loan Amount" in
the above-mentioned Loan Agreement has been amended and reads now as follows:
LOAN AMOUNT
DEM 70'000'000 - (Deutsch Marks seventy million)
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All other terms and conditions as stated in the Loan Agreement dated December
14, 1995 remain unchanged.
We hope that the above amendment will meet with your requirements and would
appreciate your duly signing and returning to us the enclosed duplicate of this
agreement.
Yours faithfully,
LGT Bank in Liechtenstein
Aktiengesellschaft
/s/ X. XXXXXX /s/ X. XXXXXX
X. Xxxxxx X. Xxxxxx
