Exhibit 10.65
Translated from Japanese
LOAN AGREEMENT
Date of the loan: February 27, 2009
Creditor: H Capital, Inc.
0-0-00 Xxxxxxxx, Xxxxxxxx-xx, Xxxxx
Naoto Tonosaki, Representative Director
Money Loan: Y100,000,000.
This agreement is jointly guaranteed loan agreement. We have received and
borrowed the above amount of money. We will faithfully execute each and all of
the following clauses.
Debtor:
[Seal] SG Telecom, Inc., 11F Nishi-Shinjuku Showa Bldg., 1-13-12
Nishi-Shinjuku, Xxxxxx Xxxx, CEO [Seal]
Joint guarantors:
[Seal] Global Hotline, Inc., 11F Nishi-Shinjuku Showa Bldg., 1-13-12
Nishi-Shinjuku, Xxxxxx Xxxx, CEO [Seal]
[Seal] IA Partners, Inc., 11F Nishi-Shinjuku Showa Bldg., 1-13-12
Nishi-Shinjuku, Xxxxxx Xxxx, CEO [Seal]
[Seal] Inforidge, Inc., 11F Nishi-Shinjuku Showa Bldg., 1-13-12
Nishi-Shinjuku, Xxxxxx Xxxx, CEO [Seal]
[Seal] Xxxxxx Xxxx, 403 The Palms Yoyogi 3-chome, 0-00-00 Xxxxxx,
Xxxxxxx-xx, Xxxxx [Seal]
[Seal] Kyo Nagae, 0-00-0 Xxxxx, Xxxxxxxx-xx, Xxxxx [Seal]
[Seal] Xxxxxx Xxxxxxx, 401 Pacific Residence Ebisu Minami, 0-00-0 Xxxxx
Xxxxxx, Xxxxxxx-xx, Xxxxx [Seal]
[Seal] Xxxxxxxx Xxxxxxxx, 000 Xxxxxxxx Xxxxxxxx, 0-00-00 Xxxxxxxx,
Xxxxxxx-xx, Xxxxx [Seal]
1. Outline of the Loan
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Payment due and payment method: Due on March, 16, 2009 in lump sum.
Interest payment method: Interest payment is due on the same date as the
principal.
Interest rate: 15% per year; Delayed interest rate: 21.900% per year.
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2. Calculation method of the interest:
Residual principal x 15% x (days of loan duration / 365)
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3. Payment methods and payment venues:
Monthly installment shall be brought to the lender's bank, or
remitted/transferred to the bank account that it specifies, or by
registered cash mail. The payment shall be considered to have been
completed at the point on the day it has actually entered the account
(limited to the bank's business hours). Fees pertaining to the payment
shall be on the payers.
4. Allocation Priority of the payment:
The monthly payment shall be allocated to the following in this order:
Delinquent charge, interest, and principal.
5. Overdue interest (Delayed interest)
Overdue interest (Delayed interest) shall be calculated by the formula:
Principal to be paid on the due date x Delayed interest rate x (overdue
days / 365)
6. Pledged collateral:
(1) If the collateral has been transferred and thus name transfer becomes
necessary, the debtor and joint guarantors shall soon corporate for
the name transfer of the collateral that has been pledged.
(2) The debtor and the joint guarantors shall not contest to selling the
pledged collateral in case the benefit of time has been lost by
Article 8. The methods of sales, timing, and buyer(s) shall be rightly
left to the lender's discretion. If the sales turn out to be short of
the credit amount, the shortage shall soon be paid back. Also, the
sales shall be allocated in accordance with Article 4.and if any
surplus occurs as a result of the sales, the surplus shall soon be
paid back to the debtor.
(3) Concerning the pledged shares that have been transferred, procedure
and documents, minutes of the board meetings, the certificate of Seal
registry, and others that are necessary for overwriting the shares,
shall be soon provided.
(4) Concerning the transfer of the credits, the debtor and the joint
guarantors shall cooperate with the creditors in its procedure after
acknowledging each wording of the transfer agreement, and also for
smooth transfer as well.
7. Notice and report:
(1) If any change has been made to the seal, name, trade name, name of the
director, address, office address, contact numbers, e.g. home and/or
mobile phone numbers, or other already notified items, the lender will
be informed without delay.
(2) If the lender requests information on financial, business, and/or
operational status, it will be immediately reported and convenience
necessary for the investigation will be provided.
(3) In the case any material change has occurred or is anticipated to
occur to financial, business, and/or operational status, the lender
will be reported immediately even without its request.
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8. Acceleration:
If either the debtor or any of the joint guarantors has occurred to any of
the following, without the lender's notice or claim or other procedure, the
total amount of the loan shall be justly repaid together with the interest
and delayed interest immediately even before the due.
(1) The execution of the liability that is provided in Article 1.has been
delayed.
(2) Suspension of payment, bankruptcy, commencement of Rehabilitation
proceeding, arbitration, petition for Specified Arbitration,
commencement of Corporate Rehabilitation proceeding, petition for
commencement of Liquidation or Special Liquidation, or petition for
Voluntary Liquidation
(3) Any dishonored xxxx or check that either the debtor or any of the
joint guarantors drew, or accepted, or secured, or endorsed
(4) Negligence of any of report provided in Article 7. above, or moving
from the office at the time of making this loan, or resignation, or
leave of absence, dismissal, or death
(5) Temporary restraining order, execution, auction, disposition for tax
delinquency, or petition for exercise of security interest
(6) Acts to change the status of the collateralized property, or acts in a
way that might decrease its valuation
(7) No additional collateral pledged in the case of appraisal loss of the
previously pledge collateral as result of appraisal by the lender
(8) Ownership transfer of the real estate of either the debtor or any of
the joint guarantors, or provisional registration or registration of
(revolving) mortgage or rights to lease, only if without a creditor's
consent
(9) Dissolution not by merger
(10) Violation of this agreement
(11) An event that reasonably requires securing claims beside each of the
previous events
9. Obligation of surety:
(1) A joint guarantor, concerning all the obligation that the debtor has
by the agreement with the lender, shall be jointly responsible for
their execution, and shall not contend at all if other collateral or
security has been changed or cancelled at your convenience.
(2) A joint guarantor, even while entitled to execute its exoneration,
shall not execute it without the lender's consent, until the debtor
has completely executed its obligation to the lender.
(3) A joint guarantor, if it has surety in another agreement, that surety
shall not be changed by this agreement since it is separate from this
agreement. In case a joint guarantor has another surety with a
definite maximum amount under another agreement concerning any other
transaction between the lender and the debtor, the maximum amount
shall be raised by adding the amount of this surety to it. This
applies if a joint guarantor secures another transaction between the
lender and the debtor in the future.
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(4) A joint guarantor shall be responsible for the payment of the
principal, interests, delayed interests until this debt has been
extinguished.
(5) The surety under this agreement cannot be cancelled until the debt has
been extinguished.
10. Transfer of the claims or collateral to a third party:
(1) The debtor and the joint guarantors consent in advance that, in the
future, the lender should transfer or pledge as collateral the
obligation under this agreement to a third party, or after
transferring it or pledging it as collateral to a third party and then
retrieve it from the said party.
(2) In the case of the transfer of the debt pursuant to the previous
clause, the debtor and the joint guarantors shall pay the debt to the
lender as a substitute of the assignee.
11. Administrative costs:
(1) The debtor shall pay the necessary costs or any fees that the lender
paid in advance concerning this agreement.
[1] Revenue stamp:
[2] Execution fee for Notarized deed (actual cost): Y0-
[3] Administrative fees: Y0-
[4] Registration fees: Y0-
(2) Fees for registration of mortgaging, lifting or modifying the
mortgage, income taxes on disposition or the ownership change of the
collateralized property, other taxes, legal fees, fees for requesting
a copy of the ledger, or fee for viewing it
(3) All the costs for collecting the debt
(4) A joint guarantor is responsible for no other costs than the surety.
12. Jurisdiction:
The parties agree that District Court of Tokyo shall have exclusive
jurisdiction for first trials concerning any dispute over this agreement.
13. Nonlife insurances and Pledging:
(1) Concerning the collateralized property that can be attached nonlife
insurance, the debtor and the joint guarantors shall make or maintain
insurance contract for the amount and of the type that the lender
specifies with an insurance company that it accepts, and set Pledge on
the right pursuant to the insurance contract for it or add special
clause to the insurance contract for it.
(2) If the lender has made insurance contract necessary for securing its
claims, or if it has made or continued insurance contract on behalf of
the debtor and the joint guarantors and has paid the premium, they
will immediately repay it the premium and other costs that it has
paid.
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(3) The lender shall allocate any amount of money or others that it has
received from a third party due to destruction, damage, expropriation,
or collection of all or part of the premium or other pledged property
pursuant to the insurance contract by clause (2) above, even before
the debt is due, to the payment of the debt irrespective of the legal
priority.
14. Execution of Notarized deed:
(1) The debtor and the joint guarantors; consent that, with a warrant
and/or a certificate of Seal registry that have been issued for
executing Notarized deed, the lender should appoint an arbitrary third
party a substitute of all or them on the contract date or later or
appoint an appropriate substitute for them and that Notarized deed
should be created by adding to it their consent to mandatory execution
of all or the residual amount of the debt under this agreement; and
abandon their rights to cancel this agreement until the debt has been
completely repaid.
(2) All the costs required for executing Notarized deed shall be on the
debtor and the joint guarantors.
15. (Special Clause) The End.
The following debtor and the joint guarantors each have received a duplicate of
this agreement.
SG TELECOM, INC. GLOBAL HOTLINE, INC.
XXXXXX XXXX, CEO [Seal] XXXXXX XXXX, CEO [Seal]
IA PARTNERS, INC. INFORIDGE, INC.
XXXXXX XXXX,CEO [Seal] XXXXXX XXXX, CEO [Seal]
Xxxxxx Xxxx [Seal] Kyo Nagae [Seal]
Xxxxxx Xxxxxxx [Seal] Xxxxxxxx Xxxxxxxx [Seal]
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