Exhibit 99.1
Translation From Japanese contract between Mizuho Bank Co Ltd and ▇▇▇ Tokyo Co
Ltd.
Financial Loan Document
Mizuho Bank Co. Ltd.
18th January 2005
On behalf of ▇▇▇ Tokyo Co. Ltd.
Tokyo-to, Adachi-ku, higashi-hokima,
▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, CEO
We, the borrower, have agreed on the following terms and for the following
amount to receive a loan from Mizuho Bank Co. Ltd.
Details:
Borrowed Amount: YEN 100,000,000
Borrowing Date: Jan 20, 2005
Final Repayment Due Date: March 31, 2008
If repayment date falls on holiday, then repayment shall be made on following
work day.
Repayment Schedule:
Number of repayments: 13
First repayment: March 2005
Repayments made every 3 months
First 12 months of equal amounts of YEN 7,692,000
Final payment of YEN 7,696,000
Use of loan proceeds: working capital
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Conditions:
1. Agreement to conditions.
The borrower has no objection to the terms of this agreement
2. Special conditions if installment loan
(1) If the borrower has elected to receive a loan on a installment
receipt basis, the borrower accepts that the bank due to
internal reasons may decide to delay or stop entirely any
installment from the second installment.
(2) If at the borrowers request there is a need to change the
terms of an installment loan, a request should be made to the
bank as soon as possible. Terms will be agreed between the
borrower and bank at that time.
(3) If the borrower falls under any of condition 5 of the banks
conditions, notwithstanding the existence of this contract,
the bank has the right to reduce or terminate entirely the
loan amounts.
3. Interest to be deducted from account
(1) The borrower will ensure that sufficient funds for repayment
of loan money and interest are deposited in the account that
has been designated for automatic deduction by the bank for
repayment of loan. On the designated date, the bank has the
authority to deduct the amount of repayment and interest
without further request of the borrower.
(2) If the amount of money in the designated account does not
match the amount required for repayment, the bank may deduct
the money in the account on that date, and further when
additional money is added to the account may deduct that to
cover the total payment required.
4. Expenses
The cost of producing and any issues that arise out of this contract
shall be borne by the borrower.
5. Deduction from account
(1) Any expense resulting from the Trust Guarantee Association,
registration cost (inclusive of legal fees), printing etc.
shall be borne by the borrower. The bank may deduct from the
account such amounts to cover the cost as required.
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(2) The bank may invoke the preceding point in accordance with
article 3.
6. Interest recalculation
The bank has the right to recalculate the interest at the end of each
regular period.
7. Restrictions on conditions of loan
If the borrower presents any of the following reasons, the bank may
determine to recalculate the spread for this loan
(1) If the borrower during the period of this loan furnishes an
end of year financial report showing a loss on their profit
and loss accounts.
(2) If the borrower during the period of this loan furnishes and
end of financial year report showing a minus equity position
on their balance sheet.
(3) If the borrower does not have an audit company engaged to
produce an audit report, and if during the period of this
loan, the borrower has a large loss attributable to its
accounts
(4) If based on the condition of the borrowers financial accounts
and documentation, the bank feels for any reason the trust
level between the bank and borrower has decreased and the
borrower can not explain sufficiently the change in condition
of trust.
8. Penalty rates
Notwithstanding article 3 of this contract, if the borrower does not
make due payments to the bank, it shall be liable to pay the bank
penalty rates of an additional 2% p.a. on the base contracted interest
rate or 14% p.a. whichever is the higher. The calculation of interest
shall be made with 365 days being calculated for 1 year.
9. Early return of funds
If the borrower wishes to return all or a part of the funds prior to
the contract expiry date, they will need to obtain the approval of the
bank.
10. Penalty for early return of funds
If the borrower obtains the approval of the bank to return part or all
of the funds prior to the expiry date of the contract, or if under
article 5 of this contract the borrower does not have sufficient funds
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in the account to pay the bank on the due date, the borrower will be
liable to the bank for any losses. In this case the bank may calculate
the opportunity cost of this early or non-payment in determine the
amount of penalty it may impose on the borrower. This may be with
regard to external and internal interest rates.
11. Report of the guardian
1. by court judgment, in case the guardianship needed, guardian
related information should be reported by letter immediately.
2. by court judgment, in case voluntary guardian supervisor be
selected, related information should be reported by letter
immediately.
3. in case received the judgment of a guardianship already,
related information should be reported by letter immediately
as noted in section 1 and 2.
4. cancellation or modification upon above section 1, 2, and 3
occurs, necessary information should be reported by letter
immediately.
5. the borrower will bear expenses or damages due to negligence
in reporting above sections.
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