(Translation)
Loan Agreement Deed
Dated: February 9, 1996
To: The Bank of Yokohama, Ltd.
Borrower: Xxxxxxx-Xxxxxxx International Japan K.K.
D-842, 2-1, Sakado 3-chome
Takatsu-ku, Kawasaki
(stamp signature and seal)
--------------------------
Xxxxxxx X. Xxxxxxxx
Representative Director
Article 1.
The Borrower hereby agrees to perform in accordance with the terms and
conditions set forth in the Agreement of Bank Transactions separately executed
and delivered to the Bank of Yokohama, Ltd. (hereinafter referred to as the
"Bank"). The Borrower hereby confirms that, in accordance with the Summary of
Loans hereinafter provided, the Bank has lent the Borrower the funds described
below, and the Borrower has received such funds.
Article 2.
(1) With regard to any and all obligations which the Borrower may owe to the
Bank under this Agreement, the Guarantor shall be jointly and severally
liable with the Borrower for the performance of such obligations, and the
Guarantor hereby agrees to abide by the terms and conditions of this
Agreement in addition to those of the
Agreement of Bank Transactions separately executed and delivered to the
Bank by the Borrower with regard to the performance of any and all such
obligations.
(2) Even if the Bank, at its discretion, modifies or releases either the
security or other guarantees it has received, the Guarantor shall not claim
exemption from any of its obligations.
(3) The Guarantor shall not set off its obligations by using either the
Borrower's deposits and/or other credits against the Bank.
(4) If and when the Guarantor performs any of its obligations under the
Guarantee, the Guarantor shall then not exercise any rights obtained from
the Bank by subrogation without the prior approval of the Bank as long as
transactions between the Borrower and the Bank continue. Upon the Bank's
demand, the Guarantor shall assign such rights and priority to the Bank
without compensation.
(5) If the Guarantor has already executed and delivered other guarantees for
the Borrower's transactions with the Bank, such other guarantees shall in
no way be modified by this Guarantee.
Summary of Loans
Amount One Billion Yen (Y1,000,000,000)
Maturity Date January 20, 2011
Purpose of Borrowing Plant and equipment fund (for
land purchases)
Interest Rate Fixed rate of two point five percent
(2.5%) per annum.
Repayment The Borrower shall repay the Loan in
installments, and each of the installments
other than the final installment shall be
of an amount equal to Five Million Nine
Hundred Twenty Thousand Yen (Y5,920,000),
which are scheduled to be paid on the
twentieth (20th) day of each month
commencing on January 20, 1997, and the
final installment, of an amount equal to
Five Million Four Hundred Forty Thousand
Yen (Y5,440,000), shall be payable on the
Maturity Date.
Payment of Interest The first payment of interest, which shall
consist of the amount accrued between the
date of this Agreement and March 20, 1997,
shall be made upon March 20, 1997.
Thereafter, payment of interest accrued
between each payment date shall be made on
the twentieth (20th) day of
each month in arrears.
Interest shall be computed per diem on the
basis of 365-days per year.
If any payment of the principal of, or interest on, the Loan falls due
on a non-business day of the Bank, such payment shall be made on the next
succeeding business day.
[LOGO]
XXXXXXX-XXXXXXX COMPANY
0000 Xxxxxxxx Xxxxxx, Stanford Xxxxxxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000-0000
Telephone: (000) 000-0000 Fax: (000) 000-x0000 TWX: 000-000-0000
AGREEMENT OF GUARANTEE
To: Bank of Yokohama
In regard to any and all obligations of Xxxxxxx-Xxxxxxx International
Japan, K.K. (hereinafter referred to as "the Principle") may owe the Bank of
Yokohama Ltd. (hereinafter referred to as "your Bank") as a result of the Loan
of which amount is 1,000,000,000 yen made on the 31st day of January 1996:
Xxxxxxx-Xxxxxxx Company (hereinafter referred to as "the Guarantor") do hereby
agree to the terms and conditions set forth in Agreement of Bank Transactions
and the Agreement of the Loans on Deed separately executed and delivered to your
Bank by the Principle, shall be jointly and severally liable with the Principle,
and shall not cause any trouble or inconvenience to your Bank.
The Guarantee Period shall commence on the date hereof and continue in
force until the expiration of the above mentioned agreements between the Bank
and the Principle.
Dated this 31 day of January, Nineteen Hundred and Ninety Six.
Revenue Stamp
By Xxxxxxx-Xxxxxxx Company:
Signature: /s/ W. Xxxxx Xxxxxxx Signature: /s/ Xxxxx X. Xxxxxxxx
-------------------- ---------------------
Name: W. Xxxxx Xxxxxxx Name: Xxxxx X. Xxxxxxxx
Title: President Title: Vice President and
Chief Financial Officer
(All questions that may arise within or without courts of law in regard to the
meaning of the words, provisions and stipulations of this Agreement shall be
decided in accordance with the Japanese text)
