LOAN AGREEMENT (Corporate)
We are pleased to advise you that Barclays Bank PLC ("the Bank") has agreed to
provide a medium term eurocurrency loan facility ("the Facility") upon and
subject to the terms and conditions set out below and overleaf and the
attached Special Conditions, if any, to:
NAME EMBREX EUROPE LIMITED ADDRESS 11 The Chestnuts
_____________________ Stortford Road, Great Dunmow,
_____________________ Xxxxx XX0 0XX ("The Borrower")
Full names of company as registered
_______________________________________________________________________________
THE LOAN AND DRAWDOWN
Currency: US Dollars (the "Currency")
Amount: $2,000,000.00
The aggregate principal amount advanced (including any capitalised interest) and
for the time being outstanding in the Currency, or (if converted under condition
11 overleaf) in sterling, is referred to as the "Loan."
The Facility may be drawn, following completion of the acceptance formalities
and any security formalities in each case as set out herein, "in minimum amounts
and multiples of $250,000 by 31 12 1996 after which date the Bank's commitment
to provide any undrawn amount will lapse. *See also Special Conditions.
_______________________________________________________________________________
PURPOSE OF LOAN
To finance the purchase and installation of Inovoject egg injection systems to
be placed with customers of Embrex under lease/licence agreement.
_______________________________________________________________________________
REPAYMENT
See attached Special Conditions
_______________________________________________________________________________
PREPAYMENT
The Loan in full or in minimum amounts and multiples of $50,000 together with
accrued interest to the date of prepayment. A prepayment fee at the rate of Nil%
is payable at the time and on the amount prepaid.
_______________________________________________________________________________
FEES
See attached Special Conditions.
_______________________________________________________________________________
INTEREST
Rate: 1% p.a.
over the rate at which deposits in the relevant currency are offered to the Bank
in London Inter-Bank Market two Business Days prior to the first day of an
Interest Period for value on such date for a similar amount and Interest Period
("LIBOR")
See also attached Special Conditions.
_______________________________________________________________________________
SECURITY/GUARANTEE(S)
The Loan is to be secured/guaranteed by:
See attached Special Conditions.
and any other security which is now held or hereafter may be held by the Bank,
all of which is to secure all money and liabilities which shall from time to
time be due, owing or incurred, whether actual or contingent, to the Bank by
the Borrower.
_______________________________________________________________________________
UNDERTAKINGS
The undertaking set out under condition 9 overleaf will apply as follows:
*9(a) with the reference to Subsidiaries applying to
*ALL Subsidiaries.
_______________________________________________________________________________
SPECIAL CONDITIONS
*The enclosed Special Conditions sheet(s) form(s) part of this Agreement.
_______________________________________________________________________________
THIS OFFER WILL LAPSE IF NOT ACCEPTED WITHIN ONE MONTH OF THE DATE SHOWN BELOW
_______________________________________________________________________________
SIGNATURES
for BARCLAYS BANK PLC This offer is accepted by the Borrower
3rd April 1996 /s/ [Signature illegible] Manager By: /s/ Xxxxxxx X. Xxxxxxxx
[for Embrex Europe Limited]
Date ________________________
_______________________________________________________________________________
The Borrower should return the top copy together with a CERTIFIED true copy of a
Board Resolution and attached duplicate Special Conditions (white), if any,
and retain the bottom copy of the offer letter and the copy, if any, of the
Special Conditions (pink). Blue copies to be retained by branch.
SPECIAL CONDITIONS
1 Drawdown
Individual tranches of the loan will be drawn by the borrower in sums of not
less than $250,000 US. Such drawings may be authorised in writing by a
Director of EMBREX EUROPE LTD provided that this authorisation is given in
accordance with the terms of the Company's account operation mandate
current at that time.
In addition, it is a requirement of the Bank that prior to each individual
drawdown, the borrower provides the Bank with its written confirmation of
the installation of the machinery to which that particular tranche of
funding relates, and also details of the specific contract terms.
2 Repayment
Each individual tranche of funds, once drawn, is to be repaid over four
years with equal quarterly repayments of principal being made.
Interest on each tranche is payable on the quarterly roll-over dates by
debit to the borrower's US Dollar Call Account.
3 Fees
The borrower will pay an arrangement fee equivalent to 0.5% of the amount
borrowed. The fee will be payable in stages as the individual tranches of
the loan are drawn down.
These arrangement fees will be debited to the borrower's US Dollar Call
Account.
4 Interest
Interest will be payable by the borrower at 1% above Barclays three month
US Dollar Deposit rate applicable at the time of drawdown and subsequent
roll-over dates. This is dependent upon the Borrower maintaining credit
balances with Barclays in London in line with security requirements as
detailed below, and depositing the funds on fixed three monthly deposits
maturing in conjunction with the borrowing so secured. Interest on such
deposits will be payable at Barclays three month US Dollar Deposit rate
applicable at the time the deposit is placed.
5 Security
The loan will be secured by:
a) US Dollar cash deposits in the name of Barclays Bank re EMBREX EUROPE
LIMITED provided at the time of, or prior to, drawings of the loan being
made, in such amounts as to ensure that all borrowings under this
agreement are 102% covered to allow for interest accrued but not yet
paid. These deposits will be placed for a term of three months,
mirroring the associated borrowing. Any surplus cash deposits made in
advance of drawings will be initially placed to a US Dollar Call
Deposit Account in the name of Barclays Bank PLC re EMBREX EUROPE
LIMITED.
b) Deed of charge over the cash balances referred to above on the Bank's
standard form to be executed by the Borrower and registered at
Companies House.
c) The Bank requires confirmation from EMBREX INC. that the Deed of Charge
and the Bank's security interest shall not be affected in any manner
by any bankruptcy, insolvency, moratorium, assignment for benefit of
creditors, appointment of a receiver, or any other law or event
affecting EMBREX INC, the parent company. Otherwise, the provisions of
the facility, including without limitation, the Special Conditions and
the Deed of Charge, shall not apply to Embrex Inc.
We accept the above special terms and conditions which are acknowledged to form
part of the Currency Loan Agreement between EMBREX EUROPE LTD and BARCLAYS BANK
PLC.
For and on behalf of
EMBREX EUROPE LTD
PART 2
Details of Charged Account(s)
Barclays Bank PLC re Embrex Europe Limited U S Dollar Call Deposit Account.
PART 3
Details of Charged Deposit Contract(s)
All existing and future U S Dollar fixed term deposits placed in the name of
Barclays Bank PLC re Embrex Europe Limited.
SIGNED and DELIVERED as a deed by the above named
_________________________________________________
in the presence of
SIGNATURE OF WITNESS ____________________________ ___________________________
NAME OF WITNESS _________________________________
ADDRESS _________________________________________
OCCUPATION ______________________________________
SIGNED and DELIVERED as a deed by the above named
_________________________________________________
in the presence of
SIGNATURE OF WITNESS ____________________________ __________________________
NAME OF WITNESS _________________________________
ADDRESS _________________________________________
OCCUPATION ______________________________________
THE COMMON SEAL of * Embrex Europe Limited
was hereunto affixed in pursuance of a Resolution
of its Board of Directors in the presence of
_________________________________________________
________________________________________ DIRECTOR
/S/ [Signature illegible] SECRETARY
COMPANY'S REGISTERED NUMBER 2867658
EXECUTED AND DELIVERED as a Deed by *Embrex Europe Limited
_______________________ Director /s/ [Signature illegible] Secretary/Director
COMPANY'S REGISTERED NUMBER 2867658
* Insert company's name as registered.
DEED OF CHARGE OVER CREDIT BALANCES
BY A CHARGOR FOR OWN LIABILITIES
(If executed by a company this Deed of Charge requires registration at Companies
House within 21 days after its creation).
TO BARCLAYS BANK PLC
1. In consideration of your giving or continuing to give time, credit and/or
banking facilities and accommodation to me/us, being the party or parties
named in Schedule 1 hereto, I/we with full title guarantee hereby charge by
way of first fixed charge all sums of money specified in Schedule 2 hereto
(the "Deposit(s)" which expression includes all or any part of the money
payable pursuant to such deposit(s) and the debt(s) represented thereby),
together with all interest from time to time accruing thereon, as security
for the payment of all money and the discharge of all liabilities now or at
any time hereafter due, owing or incurred to you by me/us (and, if more than
one, by us jointly or jointly and severally) on any account or accounts
or in respect of any obligation howsoever incurred to you by me/us
in whatsoever manner and whether actually or contingently and whether alone
or together with another or others and whether as principal or
surety and in whatsoever name or style, together with interest,
discount, commission and all other charges, costs and expenses for
which I/we may be or become liable to you ("the Secured Sums").
2. I/we hereby assign to you for the purposes of and to give effect to this
security my/our right to require you to repay to me/us the Deposit(s) and to
pay interest thereon to me/us.
3. I/we agree that during the currency of this security and notwithstanding any
term (express or implied) pursuant to which any of the Deposit(s) is or may
be deposited with you or paid to you or held by you, such Deposit(s) shall
only be repayable upon written request or demand and I/we shall not be
entitled to make any request or demand upon you for repayment of such
Deposit(s) or for payment of interest thereon, unless you shall first have
agreed to release this security insofar as it concerns such Deposit(s). Any
repayment(s) permitted by you shall not be deemed to be a release of this
security over any other money or interest then or at any time thereafter
forming part of the Deposit(s) or interest accrued thereon. It is hereby
expressly agreed that the terms of this security shall override the terms
applicable to the Deposit(s).
4. (a) You may at any time hereafter enforce this security, without notice to
me/us and without any further or other consent from me/us, by applying
or transferring as you think fit all or part of any money or interest
subject to this security at any time or times (whether on or before or
after the expiry of any fixed or minimum period for which such money
may have been deposited) in or towards satisfaction of all or such part
of the Secured Sums not paid when due.
(b) You are hereby irrevocably empowered and authorised as my/our attorney in
my/our name and at my/our expense to execute such documents and give
such instructions as may be required to give effect hereto, including
(without limitation) instructions for the withdrawal of any sums which
you may have placed upon my/our behalf with any third party and for the
use of any money or interest subject to this security to purchase any
currency or currencies required to effect such application.
(c) You shall not be liable for any loss sustained by me/us in consequence
of the exercise of your rights hereunder, including (without limitation)
any loss of interest caused by the determination before maturity of any
Deposit(s) or by the fluctuation in any exchange rate at which currency
may be bought or sold by you.
5. This security shall be a continuing security notwithstanding any intermediate
payments or settlement of accounts or other matters whatsoever and shall be
in addition to and shall not prejudice or be prejudiced by any rights of set-
off, combination, lien or other rights exercisable by you as bankers against
me/us or by any securities, guarantees, indemnities and/or negotiable
instruments now or hereafter held by you.
6. I/we shall not assign, transfer, charge or otherwise alienate, deal with or
encumber any or all of the money or interest subject to this security or
my/our right, title or interest therein, or agree so to do.
7. For the avoidance of doubt, I/we agree that this security is to operate by
way of security only in favour of you and that no release of any
indebtedness existing now or in the future from you to me/us is intended
or effected by this security.
8. If the persons executing this security are in partnership together and if any
change shall at any time occur in the composition of the partnership, then,
unless you decide to close the then current account or accounts of the
partnership and to open a new account or accounts for the continuing
partners, this security shall be a continuing security for all liabilities
incurred to you (after as well as before such change) by the persons for the
time being constituting such partnership.
9. Deleted.
10. Where this security is signed by or on behalf of two or more persons, the
obligations and liabilities of such persons under it shall be joint and
several. In this security the singular shall include the plural and vice
versa.
IN WITNESS whereof these presents were executed as a deed this
day of 19 .
SCHEDULE 1
(the Chargor(s))
FULL NAME(S) ADDRESS(ES) (REGISTERED OFFICE IF A COMPANY)
EMBREX EUROPE LIMITED SUITE 11, THE CHESTNUTS
XXXXXXXXX XXXX
XXXXX XXXXXX
XXXXX XX0 0XX
SCHEDULE 2
PART 1
Definition of the Deposit(s)
* In this security the expression "Deposit(s)" means all sums of money in
any currency:
(a) deposited or paid by me/us now or at any time hereafter to the credit of
the account(s) with you specified in Part 2 of this Schedule 2 and/or
(where the context permits) any additional and/or substitute account(s)
hereafter opened with you for the deposit or holding of all or part of
the money or interest subject to this security; and
(b) deposited or paid by me/us with or to you or held by you on my/our behalf
pursuant to the deposit contract(s), short particulars of which are given
in Part 3 of this Schedule 2; and
(c) deposited or paid by me/us with or to you or held by you on my/our behalf
(whether in an account or otherwise) now or at any time during the currency
of this security, unless you agree in writing before such deposit or
payment is made that it shall not be subject to this security (provided that
this paragraph shall not extend to any money in any current account); and
(d) representing the renewal or replacement of or for any sums deposited or
paid or held as set out in the foregoing paragraphs;
and, in each case, whether such money has been deposited or paid (if the
undersigned are more than one) on behalf of all of us or any of us jointly with
another or others of us and whether any such account is opened in the name of
all or any of us or in your name or otherwise.
* (Delete any of the foregoing paragraphs if it is inapplicable and initial
against this alteration).
