CREDIT
SUISSE
LOAN AGREEMENT
(hereinafter referred to as the "Agreement")
between
Inficon Holding ▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇
(hereinafter collectively referred to as "the Borrower")
and
CREDIT SUISSE, Swiss Corporates, ▇▇-▇▇▇▇ ▇▇▇▇▇▇
(hereinafter referred to as "the Bank")
Facility Amount Credit frame of USD 30'000'000.--
Purpose Working Capital Financing
Utilization - In the form of a current account overdraft facility
in any freely convertible foreign currencies
(multicurrency).
- In the form of fixed advances with a maximum term
of 12 months in any freely convertible foreign
currencies (multicurrency). Fixed advances are due
for repayment at maturity.
- in the form of Bid-/Advance Payment-/Performance
Bonds
- in the form of Issuance of Letters of Credit for
import and/or export transactions, including the
issuance of Standby Letters of Credit for
transactions of similar nature
- in the form of a margin coverage (minimum 10%) for
foreign exchange forward transactions concluded at
the Bank
subject to the approval of the Bank (at its own
discretion) in each individual case.
This credit line is also provided against a payment
obligation, alternatively but not cumulatively to
subsidiaries of the Borrower (subject to the approval of
the Bank in each individual case). The Borrower is
requested to give the Bank written advice about the
actual allocation of the credit frame.
Interest Rate Current account loan
--------------------
At present the following interest rates are applied for
current account in main currencies:
USD 9.0% p.a.
EUR 7.75% p.a.
CHF 5.25% p.a.
The Bank reserves the right to make interest rate
adjustments at its discretion without giving prior
notice to reflect prevailing money and capital market
conditions.
Seite 1 von 3
Fixed Advances
--------------
The Bank will in each case determine the interest rate
in line with money and capital market rates.
Credit Commission 0.25% per quarter when used as a current account
overdraft facility.
Upfront Fee 0.125% payable upon closing of the Agreement and
calculated on the Facility Amount, regardless of usage.
Commitment Fee 0.1% p.a. on the whole amount of the Credit Facility of
USD 30'000'000.--, payable quarterly in arrears on the
last day of each March, June, September and December.
First payment is due on December 31, 2000.
This Commitment Fee will be deducted on payable
interests and Letter of Credit Fees of all utilizations
under this Credit Facility at date of interest rate or
Letter of Credit Fee fixing.
Postage and fees Debited for costs incurred by the Bank.
Account statements Current account statements will be issued quarterly for
debit balances and every six months for credit balances.
Fixed advances are debited at maturity.
Termination This Agreement is valid for 364 days and will
automatically be extended for another 364 days unless
terminated by one of the parties. For the following
years, the same rule applies. Termination of the
Agreement may - only with the effect to the end of a 364
days period - be possible with a written notice of 90
days before maturity date.
Termination from the Bank or from one of the Borrower of
this Agreement will have the following consequences:
Any outstanding fixed advance under this Agreement and
any other amount owned to the Bank under this Agreement
including all amounts under the current account
overdraft is due for repayment in full together with
accrued interest and fees by the date of termination of
this Agreement. If any repayment of an advance is
requested otherwise than on the last day of a term the
Borrower will pay to the Bank such amount as necessary
to compensate it for the respective loss (reinvestment
loss).
After termination of this Agreement no further Letters
of Credit will be issued. Already issued Letters of
Credit are not affected by the termination of this
Agreement.
Covenants Pari passu
The Borrowers confirm that the loan granted under this
Loan Agreement is at least of the same ranking as all
other existing or
Seite 2 von 3
future direct or indirect obligations of a similar
nature.
Material adverse change
For important reasons beyond the influence of the Bank,
in particular if the Bank considers that the Borrowers
financial status and/or earnings situation has
deteriorated considerably, or if the Borrowers assets
have become exposed to a major threat, the Bank shall be
entitled at anytime to declare any outstanding loan or
other indebtedness (including interest accrued up to the
date of payment) due for repayment and the Credit
Agreement as cancelled. This cancellation has the same
consequences as stated under paragraph Termination.
The enclosed "General Conditions" of the Bank which are
known to and approved by the Borrower supplement these
regulations and are also applicable.
Each year within 4 months of the closing date Inficon
Holding AG undertakes to submit to the Bank for
inspection copies of its public consolidated and
unconsolidated audited annual balance sheets and profit
and loss statements.
The Borrower undertakes to provide the Bank promptly
with any other public information in connection with the
financial condition of the Borrower or his ability to
perform his obligations under this Agreement.
Other conditions The present Loan Agreement shall be governed by Swiss
law. Swiss law shall also be applicable in the
interpretation of this Agreement. Any dispute arising
out of or in connection with this Agreement shall be
submitted for judgement to the ordinary courts of Canton
of Zurich at Zurich subject to appeal to the Swiss
Federal Court at Lausanne. The Bank has, however, the
right to take legal action before the court at the
Borrower's domicile or before any other competent court.
This Loan Agreement is drawn up in two copies. The
Borrower and the Bank receive one copy each. Please
return the attached copy duly countersigned by all
parties concerned thus signifying your approval with the
terms and conditions of this Loan Agreement.
CREDIT SUISSE Inficon Holding AG
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------
(Borrower's signature)
Zurich, 23. November 2000
CKZA 11J
"General Conditions"
Seite 3 von 3
Annex 1
to Loan Agreement between
Inficon Holding AG
and
CREDIT SUISSE
for
Credit Frame of USD 30,000,000 dated November 23, 2000
PRICING GRID
------------
The interest Rates and Guarantee Commissions will be determined according to the
Pricing Grid below based on the Total Debt to EBITDA ratio calculated
semi-annually on the consolidated figures of Inficon Group. The Pricing Grid
will be applied starting on December 31, 2000.
Interest Rate for Fixed Advances
--------------------------------
LIBOR + 1.25% p.a. at present.
LIBOR rate is corresponding to the London Interbank Offering Rate on Telerate
page 3740 and/or 3750 and will be rounded at the time of draw down to the next
1/16%.
(i) For tranches equal and greater than CHF 2 million:
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇
--------------------------------------------------------------------------------
Total Debt/EBITA less than greater than greater than greater than
1.0x or equal to 1.0x 2.0 less than 3.0x
less than or or equal to
equal to 2.0x 3.0x
--------------------------------------------------------------------------------
LIBOR Margin 75 bps 100 bps 125 bps 150 bps
--------------------------------------------------------------------------------
(ii) For tranches lower than CHF 2 million:
--------------------------------------------------------------------------------
▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇
--------------------------------------------------------------------------------
Total Debt/EBITA less than greater than greater than greater than
1.0x or equal to 1.0x 2.0 less than 3.0x
less than or or equal to
equal to 2.0x 3.0x
--------------------------------------------------------------------------------
LIBOR Margin 100 bps 125 bps 150 bps 175 bps
--------------------------------------------------------------------------------
Guarantee Commissions on all instruments securing a credit risk
---------------------------------------------------------------
(i) For guarantees equal and greater than CHF 1 million:
-------------------------------------------------------
▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇
-------------------------------------------------------
Total Debt/EBITA less than greater than
or equal to 2.0x
2.0x
-------------------------------------------------------
Guarantee Commission 60 bps 70 bps
-------------------------------------------------------
(ii) For amounts lower than CHF 1 million:
-------------------------------------------------------
▇▇▇▇▇ ▇ ▇▇▇▇▇ ▇▇
-------------------------------------------------------
Total Debt/EBITA less than greater than
or equal to 2.0x
2.0x
-------------------------------------------------------
Guarantee Commission 70 bps 80 bps
-------------------------------------------------------
Seite 1 von 2
Definitions
Total Debt is defined as follows:
--------------------------------
Short term interest bearing debt
+ Long term interest bearing debt
= Total Debt
EBITDA is defined as follows:
----------------------------
Earnings before taxes
+ Interest cost
./. Interest income
+ Depreciation
+ Amortisation of goodwill
= EBITDA
Accepted by:
Inficon Holding AG /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Seite 2 von 2