EXHIBIT 99(b)(2)
[Pursuant to Rule 306 of Regulation S-T, on behalf of Ferrotec
Corporation, I hereby represent that the following is a fair and accurate
English translation of the loan agreement originally written in Japanese.
FERROTEC CORPORATION
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President]
LOAN AGREEMENT
November 19, 1999
To: The Bank of Tokyo-Mitsubishi Ltd.
Borrower: Ferrotec Corporation (Company Seal)
▇-▇▇-▇ ▇▇▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Representative Director
Guarantor: ___________________________________
Guarantor: ___________________________________
Borrower, in acknowledgement of the terms and conditions of this basic bank
transaction agreement, enters into this Loan Agreement with the Bank as set
forth herein.
ARTICLE 1 LOAN
Borrower has borrowed money according to the following terms:
1. Amount: (Y) 500,000,000 2. Purpose: Funds to purchase a U.S. corporation
3. Interest Rate: 2.375% (Penalty rate at 14% per year) 4. Guarantor/Guarantee: ---------------
5. Repayment Schedule:
(1) The initial and final payments shall be tendered as follows:
Initial: May 31, 2000 ---(Y) 42,000,000 Final: Nov. 30, 2005 ---(Y)38,000,000
(2) The second and subsequent payments (excluding the final payment) shall be tendered as follows:
November 2000 --- (Y) 42,000,000 through [3] May 2005 --- (Y) 42,000,000
[4] -------- [5] --------
[6] -------- [7] --------
[8] -------- [9] --------
[10] -------- [11] --------
(3) The payments set forth in (2) above shall be tendered on the last day of the specified month.
(4) In the event that any of the repayment dates in (1) and (2) fall on
a bank holiday, the repayment date shall be as follows.
[a] Business day preceding bank holiday [b] Business day following bank holiday
[c] Business day following bank holiday, except business day preceding bank holiday when agreed
6. Interest Payments
(1) Interest shall be paid every three months on the date prescribed in (3) above, and interest shall
be paid in advance from the date of this loan through the date of the next interest payment
(from the day following the last payment to the date of the next interest payment for the second
and all subsequent payments).
(2) In the event that any of the interest repayment dates fall on a bank holiday, the provisions of (4) shall apply.
7. Account of Payment Branch: Account No.: Name:
ARTICLE 2 PREPAYMENT
In the event that Borrower prepays part of the loan, the prepayment shall
be first applied to the scheduled final payment and then in reverse order
according to the repayment terms set forth herein unless otherwise
specified.
ARTICLE 3 PROMISSORY NOTE
1. Borrower shall provide a signed promissory note for the borrowed
amount set forth in Article 1 by the date specified by the Bank, and
renew the promissory note until this loan has been repaid.
2. In the event that Bank consents, Borrower will not be required to
provide a promissory note. However, Borrower shall immediately provide
a promissory note to Bank in accordance with this clause in the event
that the Bank requests such note at a later date.
ARTICLE 4 AUTOMATIC DEBIT OF PRINCIPAL AND INTEREST
1. Borrower acknowledges that payments of principal shall be paid by
debiting the bank account delineated in Article 1, Clause 7 on the
prescribed repayment date.
a) Borrower shall not tender a check, withdrawal slip, or similar
payment instrument in correlation with this transaction regardless
of any contrary provision contained in the current account or
ordinary savings account agreements.
b) In the event that funds in Borrower's account are insufficient to
satisfy payment on the repayment date, Bank may debit such amount
at any time when the account contains sufficient funds.
2. Borrower acknowledges that Bank shall debit Borrower's account for any
interest, penalties, or any other charges related to this loan in
accordance with the terms of Article 4.1.
3. Borrower shall comply with the Bank's direction in the event that a
payment method other than that set forth in Article 4.1 and 4.2.
ARTICLE 5 COSTS AND EXPENSES
Borrower shall bear all expenses related to this document, the notarize
instrument referenced in Article 7, and the disposition of collateral, and
all other expenses related to this Agreement.
ARTICLE 6 GUARANTEE
1. Guarantor shall bear all obligations agreed to by Borrower,
2. The obligations of Guarantor shall not be affected in the event that
Bank alters or releases the collateral according to the circumstances.
3. No deposits or other rights in relation to Borrower's bank shall inure
to Guarantor.
4. Once Guarantor has secured the debt, any right vested in the Bank with
regard to the security shall not be exercised during the term of this
transaction between Borrower and Bank without the Bank's consent. If
the Bank so requests, the rights and standing shall be transferred
without cost to the Bank.
5. In the event that the Guarantor's obligations to the Borrower is used
as security for another guarantee, or in the event that such security
is used as guarantee in the future, absent a separate agreement, the
security shall completely guarantee Borrower's obligation. This
security shall not be affected by any other security.
ARTICLE 7 NOTARIZED DOCUMENT
Borrower and Guarantor shall immediately take all necessary measures to
prepare a notarized document recognizing compulsory execution of this
Agreement.
SPECIAL AGREEMENT
Note: Regardless of whether interest is calculated semiannually or annually, the
following calculation method shall be used.
Principal ((Y)100 units x days x annual interest rate]/365 = interest (rounded to nearest yen)
