Exhibit 10.31


 


Intercompany Loan Agreement


 


between


 


Bruker BioSpin GmbH


Silberstreifen 4,


76287 Rheinstetten


 


as Lender


 


and


 


Bruker HTS GmbH


Ehrichstrasse 10,


63450 Hanau


 


as Borrower


 


1.                                      The
Loan


 


1.1                                 The Lender
agrees to grant to the Borrower until further notice a credit line in the
amount of EUR 5.500.000,00 (EUR Five Million Five hundred Thousand).


 


1.2                                 The payment can
be executed in total or in partial amounts up to the nominal amount until prior
written notice.


 


1.3                                 The obligation
of the Borrower to repay the Loan and/or interest according to this agreement
is subject to the condition that such payments do not cause a short fall of the
net assets of the Borrower below the amount of the stated capital protected
pursuant to §§ 30, 31 German Act on Limited Liability Companies (GmbHG) or any
increase of an existing shortfall below such amount. To the extent the Borrower
can capitalize hidden reserves by selling assets and thereby prevent an
infringement of the net assets required to maintain the stated capital, it
shall be obliged to sell such assets at its choice; any assets required for the
business as a going concern shall however be released from this obligation.


 


2.                                      Interest


 


2.1                                 Interest shall
be computed on the basis of the actual number of days elapsed in a
360-day-year. The interest rate is equal to 3.5% p. a..


 


2.2                                 Any interest
shall become due and payable at the end of each quarter.


 


3.                                      Repayment


 


The
repayment of the loan in the amount of the actual borrowing will be due on June 30th of each calendar year.


 

















 


4.                                      Optional
Repayments


 


The
Borrower shall be entitled to repay the Loan at all times without premium or
penalty upon prior written notice to the Lender, either in whole or in part.


 


5.                                      Securities


 


The
Loan is secured by a Comfort Letter of Bruker Corporation, Billerica/USA
providing the borrower with sufficient financial support to continue trading as
a going concern and to discharge its debt and liabilities as they fall due.


 


	
  Dated:  September 7, 2009

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Bruker
  HTS GmbH

  	
   

  	
  Bruker
  BioSpin GmbH

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Burkhard Prause /s/ Peter Unvericht

  	
   

  	
  /s/ Bernd Geweise /s/ Joerg Laukien

  



 


2

















 


Bruker
Corporation


40
Manning Road


Billerica,
MA 01821  USA


 


978-663-X1122
phone


978-667-2917
fax


www.bruker.com


 


William J. Knight


Chief
Financial Officer


 


September 3,
2009


 


Dear
Sirs,


 


We
will provide Bruker HTS GmbH with sufficient financial support to enable it to:


 


Continue
trading as a going concern;


 


Discharge
its debts and liabilities as they fall due


 


We
intend to provide such sufficient financial support to enable the company to
trade and to discharge its debts and liabilities until December 31st, 2010.


 


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  William Knight

  	
   

  
	
  William
  J. Knight

  	
   

  
	
  Chief
  Financial Officer

  	
   

  



 


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