EXHIBIT 10.10
Translated From Japanese
LOAN AGREEMENT
Date of the loan: December 15, 2008
Lender: Globacks Co. Ltd.
0-0-0 Xxxxxxx, Xxxx-xx, Xxxxxx
Xxxx Xxxxxxxx, Director
Money Loan: (Y)80,000,000.
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: Global Hotline, Inc., 11F Nishi-Shinjuku Showa Bldg., 1-13-12
Nishi-Shinjuku, Xxxxxx Xxxx, CEO
Joint guarantors:
Inforidge, Inc., 11F Nishi-Shinjuku Showa Bldg., 1-13-12 Nishi-Shinjuku,
Xxxxxx Xxxx, CEO
IA Partners, Inc., 11F Nishi-Shinjuku Showa Bldg., 1-13-12 Nishi-Shinjuku,
Xxxxxx Xxxx, CEO
SG Telecom, Inc., 11F Nishi-Shinjuku Showa Bldg., 1-13-12 Nishi-Shinjuku,
Xxxxxx Xxxx, CEO
Xxxxxx Xxxx, 000 Xxx Xxxxx, 0-00-00 Xxxxxx, Xxxxxxx-xx, Xxxxx
Xxx Xxxxx, 0-00-0 Xxxxx, Xxxxxxxx-xx, Xxxxx
0. Outline of the Loan
Payment due and payment method: Due on January 31, 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.
2. Calculation method of the interest:
Principal x 15% x (days in loan duration / 365)
3. Payment methods and payment completion:
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.
Fees pertaining to the payment shall be on the payers.
4. Allocation of the payment:
The monthly payment shall be allocated to the following in this order:
Delinquent charge, interest, and principal.
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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) Collateral is not specified in the agreement, however, it assumes it and
provides that the debtor and joint guarantors shall soon corporate for
altering the name of the ownership of the collateral that has been
pledged, if the collateral has been transferred.
(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.
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
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(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.
(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.
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(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: (Y)60,000 (2) Execution fee for Notarized deed: (Y)0-
(3) Administrative fees: (Y)0- (4) Registration fees: (Y)0-
(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.
(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.
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The following debtor and the joint guarantors each have received a duplicate of
this agreement.
GLOBAL HOTLINE, INC.
XXXXXX XXXX, CEO
INFORIDGE, INC.
XXXXXX XXXX,CEO
IA PARTNERS, INC.,
SG TELECOM, INC.
HIDEKIANAN,CEO
Xxxxxx Xxxx
KyoNagae
XXXXXX XXXX,CEO
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