Addendum to the Loan Agreement between BIOCERES S.A. and BIOCERES CROP SOLUTIONS CORP. dated March 14th 2019
Addendum to the Loan Agreement
between BIOCERES S.A.
and
dated March 14th 2019
In the city of ▇▇▇▇▇▇▇, Santa Fe Province, on the seventh day of the month of May of 2019, by and between the Party of the first part, BIOCERES S.A. domiciled at ▇▇▇▇▇▇ n° 210 bis, Edificio INDEAR, Predio CCT, Rosario, Santa Fe Province (hereinafter referred to as “BIOCERES”), and the Party of the second part BIOCERES CROP SOLUTIONS CORP. domiciled at ▇▇▇▇▇▇ Corporate Services Limited ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (hereinafter referred to as “The Borrower”) and jointly referred to as the “Parties”, this addendum is entered into (hereinafter referred to as “the Addendum”) made to the Loan Agreement entered into on March 14, 2019 between the Parties, (hereinafter referred to as the “Agreement”), a copy of which is attached hereto as Appendix A, whose Definitions, Terms and Conditions remain in force, are applicable, and are deemed to be reproduced to the extent that they are not expressly modified by this Addendum; and
CONSIDERING that the Parties have agreed on the possibility of compensating the debtor and creditor balances among their obligations and/or those of their affiliates in such a way as to result in a single net balance to be repaid.
THEREFORE:
FIRST: The Parties agree to modify the clause ONE of the Agreement, which shall read as follows:
ONE: PURPOSE: The Borrower requests, and BIOCERES undertakes to grant, a loan for a capital amount of fifteen million US dollars (US$ 15,000,000), (the “Capital”), and hereinafter the “Loan”.
SECOND: The Parties agree to modify clause TWO of the Agreement, which shall read as follows:
SECOND: REPAYMENT OF CAPITAL. The Borrower undertakes to repay the Capital in five annual and consecutive instalments, the first due on May 7th 2020; and from there according to the schedule set out in Appendix A (the “Capital Maturity Dates”). The term for the total repayment of the Capital plus the compensatory interest set out in clause THREE, shall be on May 7th 2024 (hereinafter referred to as the “Term of the Agreement”).
THIRD: The Parties agree to modify clause THREE of the Agreement, which shall read as follows:
THREE: COMPENSATORY INTEREST. The Capital will earn a nominal 9.875% per annum as compensatory interest, which will be paid quarterly according to the schedule established in Appendix A.
FOURTH: The Parties agree to modify clause ELEVEN of the Agreement, which shall read as follows:
ELEVEN: COMPENSATIONS AND EARLY CANCELLATION. The Borrower may, by irrevocable written notice sent to BIOCERES, at any time or from time to time, (i) offset the outstanding balance with claims against BIOCERES and/or its affiliates and/or (ii) prepay the Loan in whole or in part without any premium, commission or penalty, together with interest accrued up to that date.
FIFTH: The Parties agree that the Effective Date of this Addendum is the date of signature of the Agreement and that with the exception of those terms expressly modified by this Addendum, all other terms, conditions and clauses of the Agreement remain in full force and effect and are considered unaltered. In no case shall this Addendum may be interpreted as a novation of the obligations assumed by the Parties.
The Parties sign two equal counterparts of this document in the place and date indicated above.
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/s/▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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On behalf of BIOCERES S.A. |
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Position: Legal Representative |
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/s/▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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On behalf of BIOCERES CROP SOLUTIONS CORP. |
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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Position: Chairperson |
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APPENDIX A
CAPITAL MATURITY SCHEDULE
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Amortization |
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Month |
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Date |
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% |
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US$ |
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Interests |
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3 |
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08/07/2019 |
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9.875 |
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370,312.5 |
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YES |
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6 |
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11/07/2019 |
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9.875 |
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370,312.5 |
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YES |
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9 |
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02/07/2020 |
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9.875 |
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370,312.5 |
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YES |
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12 |
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05/07/2020 |
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9.875 |
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3,370,312.5 |
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YES |
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15 |
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08/07/2020 |
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9.875 |
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296,250 |
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YES |
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18 |
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11/07/2020 |
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9.875 |
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296,250 |
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YES |
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21 |
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02/07/2021 |
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9.875 |
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296,250 |
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YES |
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24 |
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05/07/2021 |
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9.875 |
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3,296,250 |
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YES |
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27 |
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08/07/2021 |
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9.875 |
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222,187.5 |
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YES |
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30 |
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11/07/2021 |
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9.875 |
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222,187.5 |
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YES |
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33 |
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02/07/2022 |
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9.875 |
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222,187.5 |
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YES |
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36 |
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05/07/2022 |
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9.875 |
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3,222,187.5 |
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YES |
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39 |
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08/07/2022 |
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9.875 |
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148,125 |
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YES |
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42 |
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11/07/2022 |
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9.875 |
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148,125 |
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YES |
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45 |
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02/07/2023 |
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9.875 |
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148,125 |
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YES |
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48 |
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05/07/2023 |
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9.875 |
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3,148,125 |
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YES |
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51 |
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08/07/2023 |
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9.875 |
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74,062.5 |
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YES |
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54 |
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11/07/20203 |
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9.875 |
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74,062.5 |
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YES |
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57 |
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02/07/2024 |
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9.875 |
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74,062.5 |
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YES |
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60 |
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05/07/2024 |
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9.875 |
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3,074,062.5 |
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YES |