EXHIBIT 99(b)(4)
[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
Lender Meiji Life Insurance Mutual Corp., Inc.
2-1-▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Borrower Ferrotech, Inc.
▇-▇▇-▇ ▇▇▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇
(Representative) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Representative Director [COMPANY SEAL]
ARTICLE 1 LOAN
Meiji Life Insurance Mutual Corp. Inc. (hereinafter referred to as
"Lender") has agreed to loan to Ferrotech, Inc. (hereinafter referred to
as "Borrower"), and ▇▇▇▇▇▇▇▇ has agreed to receive such loan according to
the terms and conditions set forth herein.
1. Amount (Y) 300,000,000 cash
2. Method Lump sum
3. Purpose Operating funds
4. Maturity Date November 2004
5. Interest Rate 2.3% yearly (Calculated on daily basis with 1 year
consisting of 365 days.) Except when the parties agree
otherwise in a separate agreement
6. Repayment (1) Repayment method for principal
Repayment shall occur in installments of
(Y)30,000,000 with one payment due in May 2000,
and the other payments due on the ___ day of
every May and November thereafter until the
final payment which is due on the maturity date.
(2) Repayment method for interest
The payment date for interest shall be on the
_____ day of May and November of each year as
well as the maturity date. Interest payments
shall consist of interest accruing from the loan
date or day following the prior interest payment
until the date of the actual interest payment.
7. Bank holiday In the event that the payment date for principal,
interest, or any other obligation falls on a bank
holiday or December 30, payment shall be made on the
business day immediately preceding the holiday.
8. Payment location:
Payment of principal and interest or the performance of
any other obligations shall be made at Lender's head
office or a location specified by Lender. Borrower shall
follow any directions given by ▇▇▇▇▇▇ in regard to the
method of payment.
ARTICLE 2 PREPAYMENT
1. Regardless of the repayment method prescribed in Article 1, when
▇▇▇▇▇▇▇▇ attempts to prepay all or part of the outstanding principal
prior to the maturity date, Borrower shall first obtain the consent of
Lender.
2. In the event that ▇▇▇▇▇▇▇▇ prepays the loan pursuant to Article 2.1,
upon the request of ▇▇▇▇▇▇, Borrower shall pay a penalty according to
the following schedule. The penalty shall be capped at the higher of
(a) and (b) below.
(a) Amount of money calculated by subtracting interest calculated at
long-term prime rate from the prepayment date to the original
maturity date from the rate agreed upon between the parties
calculated during the same period.
(b) Amount comparable to 2% of prepayment amount.
ARTICLE 3 COLLATERAL
Upon the request of Lender, Borrower shall provide to Lender collateral or
security to guarantee all obligations arising under this Agreement, supply
a joint guarantor approved by Lender, or supplement the security.
ARTICLE 4 DUTY TO NOTIFY
▇▇▇▇▇▇▇▇ shall inform ▇▇▇▇▇▇ prior to pledging current or future
collateral to any other creditor than Lender once this Agreement has been
executed.
ARTICLE 5 REPAYMENT ACCELERATION
1. Notwithstanding any notice from Lender, Borrower shall immediately
repay its financial obligations in full and shall forfeit all interest
paid to Lender in consideration of its obligations to Lender in the
event that any of the following occur.
a) Borrower stops repayment;
b) Borrower commences procedures for bankruptcy, recomposition,
restructuring, reorganization, or liquidation;
c) Stop payment received from check clearing institution;
d) Borrower's location is unknown.
2. Upon notice from Lender, Borrower shall immediately repay its
financial obligations in full and shall forfeit all interest paid to
Lender in consideration of its obligations to Lender in the event of
any of the following:
a) Failure to pay the principal or interest required by Article 1 of
this Agreement;
b) In addition to the preceding events, any violation of this
Agreement, supplemental agreement, or any agreement concerning the
collateral offered by Borrower; c) Petition of seizure, temporary
impoundment, injunction, or disposition;
d) Tax delinquency proceedings have been initiated by any tax
authority;
e) Lender has deemed it necessary to protect its rights.
3. In the event that any of the items in 5.1 or 5.2 apply to the party
providing collateral for this loan, upon the request of Lender,
Borrower shall immediately repay its financial obligation in full, and
shall forfeit all interest paid to Lender in consideration of its
obligations arising under the Agreement.
ARTICLE 6 OFFSET
1. When the loan matures, or the payment of the interest is accelerated,
or any other reason arises requiring Borrower to satisfy its
obligations under this Agreement, Lender may at any time offset any
claim of Borrower or any Guarantor notwithstanding the maturity of
such claim.
2. In the event Borrower commences procedures for bankruptcy,
recomposition, restructuring, reorganization, liquidation, or any
other special measure, Lender may cancel any insurance agreements
between Lender and Borrower without Borrower's consent, and may offset
any proceeds arising from the cancellation of the insurance against
the outstanding balance of the loan. However, if any outstanding loan
is based on the insurance agreement, the proceeds shall first be
applied to the loan based on the insurance agreement and the remainder
may be offset.
3. In the event that Lender elects to offset the debt pursuant to Article
6.1 or 6.2, the interest, principal and the proceeds from cancellation
of the insurance shall be calculated up until the offset date.
ARTICLE 7 SUMS NOT DISBURSED
In the event that the loan has yet to be disbursed in its entirety
pursuant to Article 1 and any event specified in Article 5 occurs,
Borrower shall lose all rights associated with any sums not yet disbursed
regardless of the provisions in Article 1.
ARTICLE 8 NON-ASSIGNABILITY
Borrower may not transfer or pledge as collateral any value or right
arising under this Agreement.
ARTICLE 9 PENALTY
When ▇▇▇▇▇▇▇▇ fails to pay the principal or interest amounts pursuant to
Article 1 of this Agreement, or when the loan becomes due according to
Article 5, Borrower shall pay a penalty on the outstanding loan amount
starting from the date following the scheduled repayment date at a yearly
rate of 14%. For calculation purposes, a year shall consist of 365 days.
ARTICLE 10 PROMISSORY NOTE
In the event that Lender deems it necessary to guarantee the repayment
obligations arising under this Agreement, upon the request of Lender,
Borrower shall provide a promissory note acceptable to the Lender.
ARTICLE 11 LIABILITY AND INDEMNITY
1. In the event that ▇▇▇▇▇▇ suffers any loss, harm, or injury due to the
loss or destruction of any document or note due to such unforeseen
circumstance as a disaster, accident, or shipping mishap, Borrower
shall honor its obligation based on the Lender's books and records.
Moreover, upon the request of ▇▇▇▇▇▇, Borrower shall immediately
provide Lender with a copy of such document or note. In the event of
injury caused thereby, Borrower shall not seek damages against Lender.
2. In the event that ▇▇▇▇▇▇ has transacted business confirming with
reasonable care that the signatures and seals on Borrower's
documentation or note are correct, Borrower shall bear all liabilities
arising from the forgery, alteration, or other incident associated
with such documents, notes, or writings, and assume all responsibility
for the content of such documents and notes.
ARTICLE 12 BUSINESS CHANGES
1. Borrower shall immediately notify Lender of any changes to its
business such as any change in registered seal, corporate name,
trademark, officers, officer or other reportable change.
2. When Borrower fails to provide notice in accordance with Article 12.1,
and when any notice or documentation sent by Lender to Borrower is
delayed or returned due to such failure, notice shall be deemed as
received in its normal course.
ARTICLE 13 FINANCIAL REPORT AND INSPECTION
1. Borrower shall provide Lender with a sales report, balance sheet, cash
flow statement, interest payment ledger and detailed financial
statements at the end of each fiscal year without delay.
2. In addition to the above documents, ▇▇▇▇▇▇ may request production or
inspection by a third party concerning ▇▇▇▇▇▇▇▇'s financial condition
and any other business matters deemed necessary by ▇▇▇▇▇▇.
3. When the provisions of Article 13.2 are employed, Borrower shall be
obliged to reimburse Lender all necessary costs related to the
inspection of records.
ARTICLE 14 MATERIAL CHANGE
Borrower shall immediately notify and receive ▇▇▇▇▇▇'s prior consent when
it intends to make any material changes to its business including a
merger, acquisition, transfer of operations, or other business operation
change.
ARTICLE 15 REPAYMENT ORDER
When the payment of principal, interest, or repayment of any other
obligation is offset pursuant to Article 6, and the proceeds do not
completely satisfy the outstanding balance, Lender may select the order of
repayment of ▇▇▇▇▇▇▇▇'s obligations at its sole discretion.
ARTICLE 16 EXPENSES
Borrower shall bear all expenses necessary for the creation of this
Agreement, the execution of other agreements, performance of such
agreements, and the means of enabling Lender to exercise its rights in
connection with this Agreement.
ARTICLE 17 NOTARIZED INSTRUMENT
Up the request of ▇▇▇▇▇▇ at any time, ▇▇▇▇▇▇▇▇ acknowledges that it shall
prepare a notarized instrument containing language that ▇▇▇▇▇▇▇▇ accepts
compulsory execution of this Agreement.
ARTICLE 18 JURISDICTION
The court of jurisdiction for litigation concerning this Agreement shall
be the court with jurisdiction over ▇▇▇▇▇▇'s head office.
One copy of this document has been created as a testament of this Agreement.
This copy will be maintained by ▇▇▇▇▇▇ once ▇▇▇▇▇▇ and Borrower have affixed
their corporate seals hereupon.
