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EXHIBIT 10.57
(Translation)
Loan Agreement Deed
Dated: February 9, 1996
To: The Bank of Yokohama, Ltd.
Borrower: Watkins-Johnson International Japan K.K.
D-842, 2-1, Sakado 3-chrome
Takatsu-ku, Kawasaki
(stamp signature and seal)
Stephen E. Chelberg
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
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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)
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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
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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.
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AGREEMENT OF GUARANTEE
To: The Bank of Yokohama, Ltd.
In regard to any and all obligations of Watkins-Johnson 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 9th day of February 1996:
Silicon valley Group, Inc. (hereinafter referred to as "the Guarantor") does
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 6th day of July, Nineteen Hundred and Ninety Nine.
Revenue Stamp
BY: SILICON VALLEY GROUP, INC.
Signature: /s/ RUSSELL G. WEINSTOCK Signature: /s/ BORIS LIPKIN
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Name: Russell G. Weinstock Name: Boris Lipkin
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Title: VP of Finance & CFO Title: CORPORATE V.P.
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(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)