LOAN AGREEMENT
Exhibit 10.34
Between the undersigned:
• |
The company DELTAGEN EUROPE S.A., a joint-stock company with a capital of 2,440,000.-Euros, with head-office at 00, Xxxxx Xxxxxx in 67400 ILLKIRCH, registered at the Register
of Trade and Companies of Strasbourg under the number B 000 000 000, represented by Mr Xxxxxxx XXXXXXXX, Ph. D., President of the Board of Directors |
hereafter referred to as the LENDER
on one hand,
and
• |
The company Alsacienne de Crédit-Bail Immobilier - ALSABAIL, mixed local economy company with a capital of € 9,704,280.— , head-office located at 0,
Xxxxx xx xx Xxxxxxxxx in 67000 STRASBOURG, registered at the Register of Trade and Companies of STRASBOURG under the number B 718 504 004, represented by Xx Xxxx XXXXXX, Director of Administration and Finance, duly empowered in this
respect |
• |
The company CIAL FINANCE, a joint stock company with a capital of FRF 31,775,300.— , head-office located 00, Xxx Xxxx Xxxxxx Xxxxxxxx in 67000 STRASBOURG, registered at
the Register of Trade and Companies of STRASBOURG under the number B 588 502 625, represented by Xx Xxxxxxx XXXXXXXX, duty empowered in this respect |
• |
The company FRUCTICOMI, a joint stock company with a capital of FRF 180,000,000.— , head-office located 000, Xxx xx Xxxxxxxxxx xx 00000 PARIS, registered at the Register
of Trade and Companies of PARIS under the number B 000 000 000, represented by Xxx Xxxxxxx XXXXX, duly empowered in this respect |
hereafter referred to as the BORROWERS
on the other hand,
The following has been stated as a preliminary to the loan agreement which constitutes the subject of the present document:
STATEMENT
Further to the signature of a private contract in
STRASBOURG on August 29th 2001, ALSABAIL, in joint ownership with CIAL FINANCE and FRUCTICOMI, has granted to the company DELTAGEN EUROPE a real estate lease purchase agreement amounting to 8,500,000 Euros dedicated to the purchase of a piece of
land of a surface of 45,088.—
square metres located in the Innovation Park of 67400 ILLKIRCH, and to the construction on this land of a building to be used as research laboratory and offices and which shall have an
approximate net usable surface of 5,000 square meters.
The investment amounts to € 8,500,000.– ( + VAT )
The terms and conditions of the lease purchase are mentioned in the lease purchase contract which was signed with the company
DELTAGEN EUROPE S.A. on August 29th 2001.
The financing of this operation is based on:
• |
A grant to be made by the local xxxxxxxxxxx (Xxxxxx xxxx) of € 134,155.- |
• |
The financing from the joint owners amounting to € 6,765,845.- |
• |
A loan made by DELTAGEN EUROPE S.A. amounting to € 1,600,000.- |
This having been stated, the following has been settled and agreed:
ARTICLE I.—SUBJECT
Within the
framework of the real estate lease purchase operation described above, the Lender grants a loan over a period of ten years and amounting to 1,600,000.-Euros (one million six hundred thousand Euros) to the below mentioned parties and shared out as
follows among these:
| - ALSABAIL |
960,000.-Euros | |
| - CIAL FINANCE |
320,000.-Euros | |
| - FRUCTICOMI |
320,000.-Euros |
ARTICLE II.—RELEASE
The funds corresponding to the present loan shall be put at the disposal of the Borrowers all at once prior to the purchase of the piece of land mentioned in the Statement above.
ARTICLE III.—INTERESTS
No interest shall be payable by the Borrowers to the Lender on this loan, before completion of the construction works. This interest free period shall therefore end at the time of completion of the construction works, on the first day of
the next calendar quarter. The lease purchase agreement shall also enter into full force on the same date.
Therefore, once the
lease purchase agreement which is mentioned in the Statement above enters into force, the loan shall bear interest at the variable rate of the three months’ EURIBOR increased by 1.5 points, per annum.
The interest will be calculated quarterly during a period of 40 quarters, on the exact number
of days of the quarter, on the remaining capital of the loan, before amortization, and according to the method:
( rate + 1.50 ) x ( number of days of the period / 360 )
Rate means the three months EURIBOR (
Euro Interbank Offered Rate ) published by the European Banking Federation. The applicable EURIBOR rate shall be equal to the arithmetic mean of the daily three months EURIBOR rates which have been published during the last month but one before the
due date.
Interest will be paid quarterly in advance on January 1rst, April 1rst, July 1rst, October 1rst of each year.
ARTICLE IV.—REIMBURSEMENT
The reimbursement of the loan shall be over forty consecutive quarters with straight line depreciation of the capital, paid in advance on January 1rst, April 1rst, July 1rst, October 1rst of each calendar year and for the first time on the
first day of the calendar quarter following the date the lease purchase contract shall enter in full force as mentioned in the Statement above.
All amounts payable within the framework of the loan shall be paid by ALSABAIL on behalf of the Borrowers, under the form of compensation with the’ quarterly rents payable by the Lender to the Borrowers pursuant
to the lease purchase contract.
The reimbursement of the loan is subject to the payment on the due date of the rent and fees
payable by the Lender to the Borrowers for the lease purchase. Any interruption in the payment of the rents related to the lease purchase agreement shall lead to the suspension of the reimbursement of the loan by the Borrowers.
In case of early exercise of the purchase option (call option) mentioned in Article IV-B of the lease purchase agreement, the Borrowers
herewith commit to reimburse to the Lender, the remaining capital of the loan on the date of purchase in advance. The reimbursement in advance will be carried out in compensation with the sales price of the real estate.
In case of termination of the lease purchase agreement for whatever reason, the balance of the present loan will be used by the Borrowers up to the
limit of the compensation due to them by DELTAGEN EUROPE S.A. in the event of early termination, pursuant to the lease purchase agreement.
ARTICLE
V.—EFFECTIVE GLOBAL RATE
With reference to Article L 313-1 of Law N°93:949 of July 26th 1993, the Effective Global Rate (TEG) of the present loan is of 6.21% per annum, on the base of the three months’ EURIBOR of
August 16th 2001
ARTICLE VI.—FEES
The fees related to the present agreement shall be at the full expenses of the company DELTAGEN EUROPE.
ARTICLE
VII.—COMPETENT JURISDICTION
For the performance of the present contract, the parties’ domicile shall be at their
respective head-office.
The Court of STRASBOURG only shall be competent for any dispute related to the present loan agreement.
The signatories declare that they have full knowledge of the meaning of the provisions of the present agreement, although they
are drawn up in French.
The present contract has been translated into English by Xxx Xxxxxxxx XXXXX, Director of Administration
and Finance of DELTAGEN EUROPE S.A. Xxx XXXXX is present at the time of signature of the present contract and also signs it.
In Strasbourg, on August
29th 2001
Made out in one original copy only. (ALSABAIL shall hand out a certified copy to each of the joint owners and to the lessee as soon as the
original has been registered)
Signature:
