Attached files

file filename
8-K/A - FORM 8K/A - T.O ENTERTAINMENT, INC.toe8kamend3clean.htm
EX-99 - EXHIBIT 99.1 - T.O ENTERTAINMENT, INC.exhibit991clean.htm
EX-10 - EXHIBIT 10.3 - T.O ENTERTAINMENT, INC.exhibit103tokyotomlinbankloa.htm

Loan Agreement,


Mizuho Bank, Ltd.


Date of Execution

8/13/2010


I (herewith) agree to sign the following loan agreement with Mizuho Bank, Ltd.


Borrower

Address

4F Frontier Ebisu, 3-13-11 Higashi, Shibuya, Tokyo 150-0011

Name

T.O Entertainment, Inc.

Takeichi Honda, CEO


Loan Guideline (Mark with ¥ followed by amount)

 

 

 

 

 

Loan Amount

Loan Amount (Total)

 

Loan Date

 

¥80,000,000

 

2010.08.17

 

 

 

 

 

 

 

Repayment Due

Day

If Holiday

Repayment Account

Method of

Repayment

2020.7.31

Month End

1 Bus.

Day Prior

038-2228715

 

 

 

 

¥80,000,000 split evenly into monthly payments starting August 2010

 

First ¥667,000

 

From Second ¥667,000

Final ¥667,000

 

 

 

 

 

Interest

·Loan Rate

 

2.00%

Payment

·Interest Payment

 

Monthly payments starting August 2010

 

 

 

 

 

Guarantee Company

Tokyo Credit Guarantee Asso.

Guarantor No. 1006512328

 

 

 

Purpose:

Long term operation, cash flow

 

 

 

 

 

Joint

Guarantor

Address

2-9-11 Nakamagone, Ota

Tokyo 143-0027 T: 03-6759-4916

Name

/s/ Takeichi Honda


Provisions:

Clause 1: In case of Special Contract for Split Loans

  N/A

Clause 2: Debit of principal and interest from bank account

1)

Borrow will repay loan via electronic debiting of designated account.

2)

Should the designated account have insufficient funds to make payment

on each payment day, the borrower will immediately transfer necessary

amount into account.  Bank may make payment of balance the next day.

Clause 3: Interest/Damage

1)

Repayment of interest will be made within one month of installment payment.




2)

Should funds be insufficient to pay interest or payment not be made, a

14% of that interest amount will be charged.

3)

Any damages from the above will be handled in accordance with Clause 2

Clause 4: Burden of expense:

  Borrowed fully bears the burden of all expenses

Clause 5: Debit of Incidental/Ancillary Expenses from Account

1)

Incidental costs (such as receiving agent fee, guarantee fee in arrears,

Registration cost, etc) will be debited to borrower account.

2)

Payment will be treated the same way as specified in Clause 2

Clause 6: Holidays

  “Holidays” herein are defined in accordance with Bank Law 15.1 to be

  Japanese holidays, whereas all other days are to be considered “business

  days.”  In the event that a payment day falls on a holiday, payment should be

  remitted on the business day previous to said holiday.

Clause 7: Repayment Prior to Cutoff

  In the event that the borrower attempts to pay off all sums owed in a lump

  sum prior to the specified deadline, prior consent must be obtained from the

Clause 8: Cession of Obligation

1)

Borrower gives advance consent for the bank to transfer the loan claim

  to a different financial institution.  In this event, transfer of the loan can

  occur without the bank informing the borrower.  Borrower will then continue

  to repay contract amount to the transferee under the same method.

  Additional clauses or separate contract may be necessitated after transfer.

2)

In accordance with the previous paragraph, should the loan claim be

transferred to a separate institution, bank will act as transferees proxy and

continue to collect on transferees behalf terms on the contract.

Clause 9: Financial Statement

  Borrower will submit a business report and a balance sheet or profit and

  loss statement to the bank every accounting period.

Clause 10: Responsibility to Create Notarized Document  

  Borrower or Guarantor is required to create notarized document regarding the

  debt should bank request it.

Clause 11: Guarantee

1)

Guarantor agrees to to undertake the guarantee of the debt on behalf of

the borrower under the same terms as the contact, and will contract

separately with the borrower if needed.

2)

Depending on circumstances, the bank can choose to allow the guarantor

to offer collateral, change the guarantee, or claim exemption from

responsibility in event of cancellation.

3)

Guarantor can not expiate a debt with money or other liabilities already

  collected by bank.

4)

Should the Guarantor fulfill the debt subrogation, the bank must first

agree to it.  Furthermore, the intent and price of the subrogated cash will

then be prioritized and settlement will be applied.

5)

Guarantor can make other guarantees as long as it does not affect this

contract.  Mazimum amounts from other guarantees will be taken into

account for this guarantee amount.

Clause 12: Notification of Parent or Guardian

  N/A