EXHIBIT 8
LOAN AGREEMENT
This Loan Agreement is made and entered into 6th day of November, 1997, by and
between GeoCities, a California corporation having its principal offices at 0000
Xxxx Xxxxxx, 0xx Xxxxx, Xxxxx Xxxxxx, XX 00000-0000 ("GeoCities"), and SOFTBANK
Corporation, a Japanese corporation having its principal offices at 00-0,
Xxxxxxxxxx-Xxxxxxxxxxx, Xxxx-xx, Xxxxx 000, Xxxxx ("SOFTBANK").
SOFTBANK established a Japanese corporation named GeoCities Japan Corporation as
its completely owned subsidiary on June 16, 1997 ("GeoCities Japan");
GeoCities and SOFTBANK entered into the joint venture agreement dated November
6, 1997 (the "JV Agreement"), under which GeoCities agrees to pay SOFTBANK
eighty million Japanese Yen (Y80,000,000.-) for the purchase of forty percent
(40%) of the total outstanding shares of GeoCities Japan from SOFTBANK (the
"Obligation"); and
GeoCities intends to borrow eighty million Japanese Yen (Y80,000,000.-) in cash
from SOFTBANK in order to perform the Obligation and SOFTBANK is willing to lend
such amount of money in cash to GeoCities pursuant to the terms and conditions
hereunder;
The parties hereby agree as follows:
1. Loan.
Subject to the terms and conditions hereunder, SOFTBANK hereby offers to make an
advance to GeoCities in an amount equal to eighty million Japanese Yen
(Y80,000,000.-) (the "Loan"). SOFTBANK shall remit the Loan in the currency of
Japanese Yen upon the first business day following the date of execution of this
Agreement, by wire transfer to the bank account designated by GeoCities for such
purpose. GeoCities agrees that the purpose of the Loan shall be solely to secure
GeoCities' performance of the Obligation and that no part of the Loan shall be
used for any purpose other than the performance of the Obligation.
2. Repayment of Loan.
The Loan shall be repaid by GeoCities upon occurrence of a Significant Financing
Event. Significant Financing Event shall mean a non-US IPO or private placement
that raises at least one billion five hundred million Japanese Yen
(Y1,500,000,000.-) for GeoCities Japan. In the event that GeoCities Japan does
not have a Significant Financing Event on or prior to March 31, 2000, SOFTBANK
will forgive, on April 1, 2000, the repayment of the Loan. Any repayment of the
Loan under this Agreement shall be made in Japanese Yen at the exchange rate in
effect on the day of the repayment by wire transfer to the bank account
designated by SOFTBANK for such purpose.
3. Interest.
The Loan shall, unless otherwise agreed in writing between the parties hereto,
bear interest at the rate of five and five tenth percent (5.5%) per year from
the date upon which the Loan is made up to and including the date of the actual
repayment. Such interest shall be payable only upon repayment of the Loan and
not if the Loan is forgiven in accordance with this Agreement.
4. Representations and Covenants.
GeoCities shall represent and covenant for the benefit of SOFTBANK as follows:
(a) No event shall have occurred which constitutes, or which, with the giving
of notice or the lapse of time, or both, would constitute, an Event of
Default, as defined below, under this Agreement;
(b) All documents delivered to SOFTBANK prior to the date of remittance of the
Loan shall continue to be in full force and effect; and
(c) Any part of the Loan shall not be used in any way for any purpose other
than GeoCities performance of the Obligation in accordance with the
conditions under the JV Agreement.
5. Conditions to Loan.
SOFTBANK's obligation to make available the Loan is subject to the fulfillment
of the following conditions:
(a) Any and all of the representations of GeoCities contained in this Agreement
shall have been true and correct in all material respects on or prior to
the date of remittance of the Loan; and
(b) The JV Agreement shall be effective between GeoCities and SOFTBANK on the
making of the Loan.
6. Event of Default.
Each of the following events (whatever reason for such event, whether voluntary
or involuntary or whether effected by operation of law or pursuant to the order
of any government agency or otherwise) shall constitute an "Event of Default"
under this Agreement:
(a) GeoCities breaches any of the material conditions of (i) the Joint Venture
Agreement, (ii) this Loan Agreement or (iii) the Licensing Agreement
between GeoCities and GeoCities Japan under which GeoCities grants
GeoCities Japan, among other things, the exclusive rights to use, copy and
distribute the Japanese version of the services that GeoCities distributes
through its Internet homepage located in the USA, and GeoCities fails to
cure such breach within sixty (60) days of receiving notice of the breach,
or longer, if the breach cannot be reasonably cured within sixty (60) days
and GeoCities is making diligent efforts to cure it; (b) GeoCities makes an
assignment for the benefit of any of its creditors, files any petition
under the bankruptcy or insolvency laws of any jurisdiction, has a receiver
or trustee to be appointed for its business or property, or is adjudicated
to be bankrupt or insolvent; or (c) All or substantial part of the shares
to be purchased by GeoCities under the JV Agreement has been sold or
assigned from GeoCities to any third party without the prior written
consent of SOFTBANK.
7. Consequence of Default.
If any Event of Default shall occur, SOFTBANK may by notice to GeoCities declare
the Loan to be immediately due and payable together with any interest accruing
in accordance with Section 3 above and the Loan and such interest amount shall
thereupon become due and payable without presentment, demand, protest or notice
of any kind, other than the notice specifically required by this Section 7, all
of which are expressly waived by GeoCities.
8. Notice.
Any and all notices, requests, demands and other communications required or
otherwise
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contemplated to be made under this Agreement shall be in writing and in English
and shall be deemed to have been duly given (a) if delivered personally, when
received, (b) if transmitted by facsimile, upon receipt of a confirmation of
receipt, (c) if sent by registered airmail, return receipt requested, postage
prepaid, on the sixth business day following the date of deposit in the mail or
(d) if by international courier service, on the second business day following
the date of deposit with such courier service, or such earlier delivery date as
may be confirmed to the sender by such courier service. All such notices,
requests, demands and other communications shall be addressed as follows:
(i) If to SOFTBANK:
SOFTBANK Corporation
00-0, Xxxxxxxxxx-Xxxxxxxxxxx
Xxxx-xx, Xxxxx 000, Xxxxx
Attention: Mr. Xxxxxxxxx Xxx
President and Chief Executive Officer
Telephone: (000) 0000-0000
(000) 0000-0000
(ii) If to GeoCities:
GeoCities
0000 Xxxx Xxxxxx Xxxxx Xxxxx
Xxxxx Xxxxxx, XX 00000-0000
XXX
Attention: Xxxxx Xxxxxxx, President and Chief Executive Officer
Telephone: 000-000-0000, Ext. 201
Facsimile: 000-000-0000
With a copy to:
GeoCities
0000 Xxxx Xxxxxx Xxxxx Xxxxx
Xxxxx Xxxxxx, XX 00000-0000
XXX
Attention: Xx Xxxxxx, General Counsel
Telephone: 000-000-0000, Ex. 251
Facsimile: 000-000-0000
Or in each case to such other address or facsimile number as the party
may have furnished to the other party in writing.
9. General Provisions.
(1) No waiver of either party, whether expressed or implied, of any
provision of this Agreement, or of any breach or default, shall
constitute a continuing waiver of such breach or default of such
provision or any other future breach under this Agreement.
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(2) Neither party shall assign any of its rights or obligations under this
Agreement without the other party's prior written consent.
(3) This Agreement shall constitute the entire agreement between the
parties hereto relating to the subject matter hereof, and supercedes
any and all prior negotiation, representations, warranties,
undertakings or agreements, written or oral, between the parties.
(4) This Agreement may be amended, modified or changed only by a written
instrument duly executed by the authorized representatives of both
parties.
(5) If any provision or any portion thereof shall be held to be void or
unenforceable in any jurisdiction, the remaining provisions of this
Agreement shall continue in full force and effect.
(6) This Agreement is executed and signed in English, and only such
English version shall be deemed and constitute the original copy of
this Agreement.
(7) This Agreement shall be governed by and construed in accordance with
the laws of Japan.
(8) All disputes between the parties hereto arising directly or indirectly
out of this Agreement shall be settled by the parties amicably through
good faith discussions upon the written request or either party. In
the event that any such dispute cannot be resolved thereby within a
period of thirty (30) days after such notice has been given, such
dispute shall be finally settled by arbitration by three arbitrators.
If GeoCities commences such arbitration, it shall be held in Japan,
using the English language, and in accordance with the rules then in
effect of the Japan Commercial Arbitration Association. If SOFTBANK
commences such arbitration, it shall be held in the U.S.A., using the
English language, and in accordance with the rules then in effect of
the American Arbitration Association.
(9) In the event any litigation is brought by either party in connection
with this Agreement, the prevailing party in such litigation shall be
entitled to recover from the other party all the costs, attorney's
fees and other expenses incurred by such prevailing party in the
litigation.
(10) Headings of the Sections used in this Agreement are inserted for
convenience of reference only and shall in no way affect the
interpretation hereof.
(11) This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which shall constitute one and the same
agreement.
In witness whereof, the parties have caused this Agreement to be duly executed
as of the day and year first written above.
GEOCITIES SOFTBANK CORPORATION
By: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxxxxxx Xxx
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Name: Xxxxx Xxxxxxx Name: Xxxxxxxxx Xxx
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Title: President & CEO Title: President
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