EXHIBIT 10.2
LOAN AGREEMENT
This Agreement is made 10th day of August, 1990 between: Sumitomo Heavy
---- ------
Industries, Limited a corporation organized under the laws of Japan, having its
principal office at 0-0, Xxxxxxxxx 0-xxxxx, Xxxxxxx-xx, Xxxxx, Xxxxx (hereafter
referred to as "the Lender") and Lumonics Inc., a corporation organized under
the laws of the Province of Ontario, Canada, having its principal office at 000
Xxxxxxxxx Xxxx, Xxxxxx, Xxxxxxx, Xxxxxx (hereafter referred to as "the
Borrower").
ARTICLE 1: AMOUNT OF LOAN
The Lender agrees to lend to the Borrower, subject to the terms and conditions
of this agreement, a principal amount of Japanese Yen 2,000,000,000 (Japanese
Yen Two Billion only).
ARTICLE 2: DISBURSEMENT
The Lender shall disburse the principal amount described in Article 1 in two
drawdowns as per Annex A.
ARTICLE 3: REPAYMENT
The Borrower shall repay the Loan to the Lender in the installments and on the
dates specified in the amortization schedule set out in Annex B. If a due date
falls on a bank holiday, repayment shall be made on the following banking day of
the said holiday.
ARTICLE 4: PREPAYMENT
Notwithstanding the stipulations mentioned above, if and when the Lender
acknowledges that the Borrower has sufficient financial surplus to repay the
outstanding loan made pursuant to this Agreement, the Borrower may accelerate
the repayment of the principal and interest of the loan in accordance with a
revised schedule of principal and interest payments mutually agreed upon between
the Lender and the Borrower.
ARTICLE 5: INTEREST
The interest rate for the Loan, payable in arrears, shall be 6.3% per annum.
The first payment date is to be October 31st, 1990 and subsequent interest
payments shall be due and payable semiannually.
The amount of interest is to be calculated on the basis of a 365 day year.
If an interest payment date falls on a bank holiday, the payment shall be made
on the following banking day of the said holiday.
ARTICLE 6: INDEMNITY
The Borrower shall pay interest as indemnity if it fails to perform any
obligation by each due date. In such cases, the interest rate is to be 14% per
annum of the amount which should have been paid to the Lender. The calculation
of the interest is to be based on a 365 day year.
ARTICLE 7: COLLATERAL
Should the Borrower submit any mortgage to a third party, the Borrower shall
obtain the prior written approval of Lender.
ARTICLE 8: APPLICABLE LAW
This loan agreement shall be governed by and construed in accordance with the
laws of Japan.
ARTICLE 9: OTHERS
This Agreement shall be based on the loan to be warranted to the Lender by the
Export-Import Bank of Japan.
Payments of interest are to be made without the deduction of Canadian
withholding taxes.
However, if the second loan disbursement of the Export-Import Bank of Japan is
delayed from June 27, 1991, the Lender will raise a fund to cover the delayed
period until the Export-Import Bank disbursement is made. If this happens, the
Lender holds a right to adjust the lending rate to cover the funding cost.
For and on behalf of For and on behalf of
Lumonics Inc. Sumitomo Heavy Industries, Ltd.
"X. Xxxxx" "X. Xxxxxxxx"
---------- -------------
X. Xxxxx X. Xxxxxxxx
ANNEX A
Drawdown Schedule
First drawdown JPY 50,000,000 August 30th, 0000
Xxxxxx xxxxxxxx XXX 1,500,000,000 June 27th, 1991
Interest payment schedule
October 31, 1990 April 30, 1996
April 30, 1991 October 31, 1996
October 31, 1991 April 30, 1997
April 30, 1992 October 31, 1997
November 2, 1992 April 30, 1998
April 30, 1993 November 2, 1998
November 1, 1993 April 30, 1999
May 2, 1994 November 1, 1999
October 31, 1994 May 1, 2000
May 1, 1995 October 31, 2000
October 31, 1995
ANNEX B
Amortization Schedule
Installment Due Date Amount
Number
1. April 30, 0000 XXX 200,000,000
2. October 31, 0000 XXX 200,000,000
3. April 30, 0000 XXX 200,000,000
4. October 31, 0000 XXX 200,000,000
5. April 30, 0000 XXX 200,000,000
6. November 2, 0000 XXX 200,000,000
7. April 30, 0000 XXX 200,000,000
8. November 1, 0000 XXX 200,000,000
9. May 1, 0000 XXX 200,000,000
10. October 31, 0000 XXX 200,000,000