Exhibit 10.15
LOAN AGREEMENT
29 March 1999
The Hongkong and Shanghai Banking Corporation Limited (hereinafter referred to
as the "Bank") hereby agrees to grant a loan of JPY 160,000,000 (Japanese Yen
one hundred and sixty million only) to Impco Technologies Japan Corp
(hereinafter referred to as the "Borrower") on the following terms and
conditions:
Amount : JPY 160,000,000 (Japanese Yen one hundred and sixty
million only)
Purpose : Acquisition funds
Period : From 31 March 1999 to 31 March 2004
Maturity : 31 March 2004
Drawdown Date : on 31 March 1999 in one single amount
Repayment : Quarterly installment of JPYS,000,000.
Each installment will be debited to your
current account.
Repayment : Repayment Date Repayment Amount
Schedule 1st 30JUN1999 JPY8,000,000 plus interest
2nd 30SEP1999 JPY8,000,000 plus interest
3rd 30DEC1999 JPY8,000,000 plus interest
4th 31MAR2000 JPY8,000,000 plus interest
5th 30JUN2000 JPY8,000,000 plus interest
6th 29SEP2000 JPY8,000,000 plus interest
7th 29DEC2000 JPY8,000,000 plus interest
8th 30MAR2001 JPY8,000,000 plus interest
9th 29JUN2001 JPY8,000,000 plus interest
10th 28SEP2001 JPY8,000,000 plus interest
llth 28DEC2001 JPY8,000,000 plus interest
12th 29MAR2002 JPY8,000,000 plus interest
13th 28JUN2002 JPY8,000,000 plus interest
14th 30SEP2002 JPY8,000,000 plus interest
15th 30DEC2002 JPY8,000,000 plus interest
16th 31MAR2003 JPY8,000,000 plus interest
17th 30JUN2003 JPY8,000,000 plus interest
18th 30SEP2003 JPY8,000,000 plus interest
19th 30DEC2003 JPY8,000,000 plus interest
20th 31MAR2004 JPY8,000,000 plus interest
Interest : Interest rate will be charged at 1.6% per annum over our cost. The
cost will be quoted two business days prior to the date of each installment.
Interest on the loan will be debited to your current account quarterly in
arrears on each loan repayment date.
Interest shall be computed on the basis of a year of three hundred sixty five
(365) days for the actual number of days elapsed, being understood that the
first day of the interest payment period shall be included in the relevant
number of days but that the last day of the interest payment period shall not
be included therein.
If the Borrower fails to perform any obligations which are owed to the Bank,
the Borrower shall pay the Bank damages at the rate of 15% per annum for the
amount payable from the due date of the obligation to the date of payment.
When any payment under this Agreement would otherwise be due on a day which
is not a business day, the due date for payment shall be the previous
business day.
Prepayment : With the Bank's prior approval, (which will not be withheld,
provided we are satisfied that the funds utilized are generated from your
internal resources, out of cash flow rather than from external re-financing)
during an interest period the loan may, with two business days advance notice
to us, be repaid subject to the usual charges (i.e. the differential between
the return the Bank would have received had the loan run to maturity and the
return the Bank is able to obtain by the placing of the funds repaid for the
remainder of the period in the market). If repayment is made without the
Bank's prior approval, a fee of 2% on the amount repaid will be payable in
addition to that mentioned above.
Security : Stand-by Documentary Credit (No. 3015192) for JPY160,000,000
issued by Bank of America NT & SA Los Angeles Branch valid until 30 April
2000, which will be automatically extended without amendment for a one year
period upon such date and upon each anniversary of such date, but in no event
later than 30 April 2004.
Other conditions:
1) If at any time the Borrower fails to repay the principal amount or
pay the interest due thereon, the total loan amount together with interest
accrued thereon up to the date of actual payment become immediately due and
payable without further notice.
2) Payments by the Borrower shall be made to the Bank without any
set-off, counter-claim, withholding or condition of any kind except that if the
Borrower is compelled by law to make such withholding, the sum payable by the
Borrower shall be increased so that the amount actually received by the Bank is
the amount it would have received if there had been no withholding.
3) The agreement refers to and incorporates the Agreement on Bank
Transactions dated 26MAR1999 submitted by the Borrower to the Bank, provided,
however, that in the event of any inconsistency between the terms and
conditions of this Agreement and the Agreement on Bank Transactions, the
terms and conditions of this Agreement shall prevail.
4) This loan agreement will be governed by and construed in accordance
with the laws of Japan.
IN WITNESS HEREOF, this Agreement has been made as on 29 March 1999.
THE BANK: THE BORROWER:
THE HONGKONG AND SHANGHAI IMPCO TECHNOLOGIES JAPAN CORP
BANKING CORPORATION LIMITED,
OSAKA
/s/ N D Xxxxxx /s/ Xxxxxx Xxxxxxx
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Manager Osaka President
Revenue stamp JPY100,000.-
