TCA Translation
/emblem/
Union Bank of Switzerland
Corporate Customers Department
/address information/ Bigmar Pharmaceuticals SA
Our ref: FK11/X.Xxxxxxxx/PDU Date: December 13, 1996
9247-507.944
CREDIT CONTRACT AND LIBOR MORTGAGE LOAN CONTRACT of 11/26/96
Dear Sirs,
We refer to our previous agreements and hereby confirm to you our agreement to
waive the postponement of the loan of SFr. 2,000,000 granted you by Bigmar Inc.,
Delaware, because the latter has confirmed the promissory note abandonment in
the amount of US $1,500,000 claimed against you.
The relative postponement clause in our above mentioned contracts should
therefore be considered cancelled.
All other contractual clauses remain unchanged.
To complete our files and to verify the validity of the promissory note
abandonment, we still need the following Bigmar Inc., Delaware documents:
-- Certificate of Good Standing
-- By-laws.
This letter is to be considered an integral part of the above mentioned
contracts.
Sincerely,
Union Bank of Switzerland
/signature/ /signature/
X. Xxxxxxxxxx pp. X. Xxxxxxxx
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TCA Translation
/Each page of the original bears 2 stamps and 3 signatures, and is dated in
Barbengo on February 26, 1997/
/emblem/
Union Bank of Switzerland
Corporate Customers Department To the Management of
/address information/ Bigmar Pharmaceuticals SA
Our ref: FK11/X.Xxxxxxxx/PDU Date: November 26, 1996
9247-507.944
Dear Sirs,
We refer to the previous agreements with our Xx. X. Xxxxxxxx and, with regard to
your investment for the creation of a pharmaceuticals production plant on lot
No. 174 of Barbango, we confirm the consolidation of the credits you have with
our institution as follows:
a) grant of a new LIBOR MORTGAGE LOAN for the amount of
SFr. 2,000,000.00 (two million Swiss francs)
/illegible handwritten marginal note/
For this purpose we enclose the relative contract, which is to be duly
signed and returned to us.
b) grant of a new INVESTMENT CREDIT in the amount of
SFr. 3,475,000.00 (three million, four hundred seventy-five thousand
Swiss francs)
available in the form of:
-- FIXED TERM ADVANCE IN SWISS FRANCS
-- FIXED RATE CREDITS IN SWISS FRANCS up to the maximum of SFr.
3,000,000.00.
These facilities are guaranteed to us by:
-- assignment to us, as per separate agreement, of the following bearer
mortgage bonds:
SFr. 400,000 of 11/15/88, dg. 30458, in 4th and equal rank
SFr. 200,000 of 2/27/89, dg. 5196, in 4th and equal rank
SFr. 250,000 of 6/13/89, dg. 15034, in 4th and equal rank
SFr. 150,000 of 6/13/89, dg. 15036, in 4th and equal rank
SFr. 275,000 of 12/13/93, dg. 33711, in 5th rank
encumbering parcel 174 of the Barbango RFD.
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TCA Translation
-- SFr. 1,700,000 joint and several surety of Chemholding SA,
Barbango, pursuant to separate surety instrument
of 1/5/95.
Until further notice, your debt to us shall be governed by the following
conditions:
FIXED ITEM ADVANCES IN SWISS FRANCS
Interest: The interest rate shall be net and will be agreed upon orally two
banking days before the payment of each extension and then
confirmed in writing by this bank. The Swiss method will be used
to calculate interest (30-day month, 360-day year).
Interest shall be due quarterly, and on the due date of the
individual advances and will be debited, assuming funds are
available, to current account No. 0247/507.994.01 N.
Duration: 3, 6, 9 or 12 months, renewable
Amounts: SFr. 250,000 minimum.
CREDITS AT FIXED RATE IN SFR
Utilization SFr. 750,000.00 fixed at 2 years from the date of payment;
/duration:
SFr. 750,000.00 fixed at 3 years from the date of payment;
SFr. 750,000.00 fixed at 4 years from the date of payment;
SFr. 750,000.00 fixed at 5 years from the date of payment;
Interest: The interest rate shall be net and will be agreed upon orally two
banking days before payment and then confirmed in writing by UBS
[this bank].
Interest will be calculated according to the international method
(exact number of days out of 360) and will be due semi-annually.
Advances For the entire duration of the credit at fixed rate, the client
xxxx- shall have the possibility of reimbursing the entire debt in one
bursement installment. This procedure may be used under advice of two
by the banking days and against payment of an indemnity to UBS. The
client: indemnity shall be calculated by this bank as follows:
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TCA Translation
Amount x days remaining x fixed int. rate -- reinvestment int. rate 36,000
The reinvestment interest rate shall be the rate offered on the
UBS Euromarket valid for the remaining duration (information:
Telerata page 3523 or Investdata p. 589.40). If the latter is
above the contractually agreed upon fixed interest rate UBS shall
not make any reimbursements.
Utiliza- The credit may be utilized after the establishment of the agreed
tion of upon guarantees and when the latter and the necessary documents,
the are held by this bank.
credit:
Duty to The client shall inform UBS periodically, at least once a year,
report: within 4 months from the close of the fiscal year, on the
progress of its business. For this purpose, it shall present all
the necessary documents, such as the balance sheet and profit and
loss account, etc., with the auditor's report, and provide any
supplementary information UBS may consider necessary and may
reasonably demand.
The client shall advise UBS immediately in writing of any
circumstance which may make it impossible to honor its contracts
and commitments, and of any event which may cause a significant
deterioration of its financial situation.
Changes If the client, or another company with which it had a substantial
of xxxxx- relationship of dependency on capital and/or voting rights, for
cial and any reason must amend its legal or financial organization (for
legal example, as a result of liquidation, sale of a large portion of
rela- its assets, change in its corporate goal or commercial activity,
tions: changes in management, a merger or reorganization), UBS shall
have the right, if such changes may have a substantial effect on
the client's ability to honor its present and future commitments
incurred under this contract, to demand, regardless of the
duration of these credit facilities, reimbursement of all the
claims derived from it (capital, interest, commissions and
charges, etc.), which will thus become immediately due as a
result of such notice.
Non- For the entire duration of this contract and until full
estab- reimbursement of capital, interest, commission and charges, etc.,
lishment the client shall not grant any guarantee on behalf of other
of present or future commitments in the form of credits, loans,
pledges:
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leasing, conditional promise or contingent obligation to pay any
amount and any other form of financial commitment without the
express, written approval of UBS. The only authorized exceptions
are mortgage loans and credits existing under the guarantees
established today.
Substan- If the financial and/or income situation of the client
tial deteriorates considerably, or if such a situation is foreseeable,
deterio- UBS shall have the right to amend the terms of this contract and,
ration if negotiations started on this matter cannot arrive at an
of the agreement acceptable to the parties within 2 months, to cancel
degree this contract, effective immediately, under written notification
of to the client, and demand, regardless of the duration of the
solvency: granted credit facilities, to demand reimbursement of all the
claims derived thereunder (capital, interest, commission and
charges, etc.) which thus become immediately due as a result of
the cancellation.
Change If restrictions imposed by the Swiss National Bank or another
in the Swiss authority affect this contract and it is therefore
overall renegotiated, UBS shall be authorized, if the negotiations do not
condi- result in an agreement acceptable to both parties within
tions: 2 months, to cancel this contract, effective immediately, under
written notification to the client, and, regardless of the
duration of the granted credit facilities, to demand
reimbursement for all the claims derived therefrom (capital,
interest, commissions and charges, etc.), which thus become due
immediately as a result of this cancellation.
Cancella- Except for special agreements, UBS shall have the right, under
tion: the general conditions, to cancel the granted credit facility/ies
at any time, effective immediately.
Regardless of the duration of the granted credit facilities, UBS
reserves the right to prohibit utilization of the limits granted
under this contract, effective immediately and/or to demand
reimbursement of all the claims derived thereunder in capital,
interest, commission and charges, which shall thus become due
immediately if the client violates a stipulation of this contract
or another credit agreement it has stipulated with UBS or with a
third party.
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The following amortization schedule has been drawn up for the above mentioned
facilities:
SFr. 125,000.00, payable by 12/31/97
SFr. 350,000.00, payable by 12/31/98; thereafter
SFr. 500,000.00 p.a., payable by December 31 of each year until the investment
credit has been fully repaid
It is also possible to effect supplementary amortizations on the due date of
each fixed rate credit, subject to our approval.
c) cancellation of the CONSTRUCTION CREDIT No. 0247/507.944.03 D for SFr.
1,400,000.00
d) cancellation of the INVESTMENT CREDIT No. 0247/507.944.02 X for SFr.
2,200,000.00
e) cancellation of the LOAN BASED ON REAL PROPERTY No. 0247/507.994.90 B for
SFr. 1,875,000.00
f) maintaining the OPERATIONAL CREDIT in current account No. 0247/507.944.01 N
for SFr. 300,000.00 (three hundred thousands Swiss francs)
also available for the issuance of guarantees (except for credit
guarantees).
This facility is guaranteed to us by:
SFr. 1,700,000.00 joint and solidary surety of Chemoholding SA, Barbango,
pursuant to a separate surety instrument dated 1/5/95.
Until further notice, your debt to us will be subject to the following
conditions:
CURRENT ACCOUNT
Interest 5.75% p.a.
Commission 0.25% per quarter or fraction thereof
ISSUANCE OF GUARANTEES
Commission 0.3% per quarter or fraction thereof, with a minimum of SFr.
50.00
The following conditions also govern all the facilities listed under a), b)
and f) of this contract;
-- the General Conditions of our bank, a copy of which you signed on 1/5/95;
-- the deferral of the loan for SFr. 2,000,000.00, granted to you by Bigmar
Inc., Delaware (USA)
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-- the registration of your structure on lot 174 of RFD of Barbango with the
Land Registry of collaterals;
-- the unsolicited presentation of the annual statements of your company by 4
months after the close of the fiscal year;
-- the unasked for presentation of the consolidated annual statements of
Bigmar Inc., Delaware (SA) by 4 months after the close of the fiscal year;
With reference to the foregoing and as we notified you by our letter of 6/14/96,
we debited your current account No. 0247/507.944.01 N with:
SFr. 37,500.00, charge for consolidating our credits
SFr. 10.00, cantonal stamp
SFr. 37,510.00, value date 11/26/96.
This contract cancels and replaces all previous agreements, except as confirmed
by our letter of 6/14/96.
We enclose a duplicate of its contract which is to be duly signed on each page
as signal of agreement with its contents, and returned to us.
Sincerely,
Union Bank of Switzerland
X. Xxxxxxxxxx PP. X. Xxxxxxxxx
/signature/ /signature/
Enclosures
Xxxx Xxxxxxxxxx Xxxxxxxx Xxxxxxxxx
/signature/ /signature/
/stamp/: Approved and signed
M. Paris
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