Chiba Bank Loan Agreement Certificate Lender: Chiba Bank, Ltd Borrower: KAIYO JAPAN CO., LTD
Exhibit 10.11
Chiba Bank Loan Agreement Certificate
Lender: Chiba Bank, Ltd
Borrower: KAIYO JAPAN CO., LTD
Article 1-1 (Principal Terms)
| ● | Loan Limit: *** yen |
| ● | Commitment Period: Commencing on ***/***/***, ending on ***/***/*** |
| ● | Base Interest Rate: Most Favorable Rate Linked to Short-Term Prime Rate |
| ● | Principal Repayment Date During Term: First repayment on ***/***/***, thereafter on the 15th of each month |
| ● | Facility Setup Fee: *** yen (tax included) |
| ● | Spread: ***% per annum |
| ● | Applicable Interest Rate: Base Interest Rate + Spread |
| ● | Facility Fee: ***% per annum |
| ● | Repayment Deposit Account: Account at Chiba Bank, Misato Chuo Branch |
Article 2 (▇▇▇▇▇▇’s Rights and Obligations)
| ● | The Lender shall execute loans during the Commitment Period upon the Borrower’s application. |
Article 3 (Use of Funds)
| ● | The Borrower shall use the funds for equipment capital and related expenses. |
Article 4 (Application for Individual Loans)
| ● | The Borrower shall apply for individual loans by submitting an application form. |
Article 5 (Prerequisites for Individual Loan Execution)
| ● | Execution is conditional upon submission of documentation regarding the use of funds and the Lender’s approval. |
Article 6 (Execution of Individual Loans)
| ● | If the loan application meets the conditions, the loan shall be executed and the amount shall be deposited into the repayment account. |
Article 7 (Non-Execution of Individual Loans)
| ● | If the Lender does not execute the loan due to insufficient conditions, prior notice shall be given. |
Article 8 (Lender’s Exemption from Liability)
| ● | The Lender shall be exempt from its obligations if an event of default occurs. |
Article 9 (Termination of Lending Obligations)
| ● | Obligations shall terminate upon expiration of the commitment period or breach of obligations. |
Article 10 (Principal Repayment)
| ● | Principal shall be repaid in equal installments. |
Article 11 (Interest)
| ● | The Borrower shall pay interest monthly, calculated pro rata. |
Article 12 (Early Repayment)
| ● | The Borrower may make prepayment upon prior notice. |
Article 13 (Facility Fee)
| ● | The Borrower shall pay the Facility Fee. |
Article 14 (Late Payment Penalty)
| ● | The Borrower shall pay a late payment penalty at an annual rate of 14% for any delayed payment. |
Article 15 (Scheme Setup Fee, Miscellaneous Expenses, and Taxes)
| ● | These expenses shall be borne by the Borrower. |
Article 16 (Performance of ▇▇▇▇▇▇▇▇’s Obligations)
| ● | The Borrower shall make payments by the due date. |
Article 17 (Representations and Warranties by ▇▇▇▇▇▇▇▇ and Joint Guarantors)
| ● | The Borrower and Guarantors shall complete all procedures necessary for contract execution and performance. |
Article 18 (Joint Guarantee)
| ● | The Joint Guarantors shall bear guarantee obligations jointly with the Borrower. |
Article 19 (▇▇▇▇▇▇▇▇’s Undertaking)
| ● | The Borrower shall not change the business content, etc. |
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Article 20 (Establishment of Security Interests)
| ● | The Borrower shall execute security-related agreements and register the security interests. |
Article 21 (Causes for Loss of Benefit of Term)
| ● | The benefit of term shall be lost upon occurrence of specified events. |
Article 22 (Amendment of Agreement)
| ● | Any amendment to this Agreement requires written consent. |
Article 23 (Preparation of Notarized Documents)
| ● | Notarized documents acknowledging the debt and consenting to compulsory execution shall be prepared. |
Article 24 (Priority Over Other Agreements)
| ● | This Agreement shall take precedence over the Bank Transaction Agreement. |
Article 25 (Governing Law and Agreed Jurisdiction)
| ● | This Agreement shall be governed by Japanese law, and the Chiba District Court shall have exclusive jurisdiction. |
Article 26 (General Provisions)
| ● | Calculations shall be made on a pro rata basis, with division performed last. |
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The following table illustrates the material terms of the loan agreements by and between Kaiyo Japan Co., Ltd and The Chiba Bank, Ltd:
| No. | Debtor | Creditor | Loan Amount (JPY) | Annual Interest Rate | Payment Term | Guarantor/Mortgage | |
| 1 | Kaiyo Japan Co., Ltd | The Chiba Bank, Ltd | 30,000,000 | 1.1% | From 2022/11/28 to 2027/12/10 | Starting from 2022/12/10, 500,000 JPY shall be paid monthly until 2027/12/10. | Shihai Bi |
| 2 | Kaiyo Japan Co., Ltd | The Chiba Bank, Ltd. | 50,000,000 | 0.85% | From 2022/3/4 to 2037/8/15 |
Starting from 2023/1/15, 285,000 JPY shall be paid monthly until 2037/8/15.
|
Shihai Bi/Mortgage on properties owned by the debtor located at ▇▇▇▇-▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇-▇▇▇▇▇, ▇▇▇▇▇-▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, 839-4 Kiyomizaki, Kabuki, Matsuo-machi, Sanmu-shi, Chiba, Japan, 842-1 Kiyomizaki, Kabuki, Matsuo-machi, Sanmu-shi, Chiba, Japan, 843 Kiyomizaki, Kabuki, Matsuo-machi, Sanmu-shi, Chiba, Japan, 844-1 Kiyomizaki, Kabuki, Matsuo-machi, Sanmu-shi, Chiba, Japan. |
| 3 | Kaiyo Japan Co., Ltd | The Chiba Bank, Ltd. | 20,000,000 | 1.00% | From 2021/2/25 to 2031/2/10 | Starting from 2021/3/10, 167,000 JPY shall be paid monthly with the remaining balance 127,000 JPY to be paid by 2031/2/10. | Shihai Bi |
| 4 | Kaiyo Japan Co., Ltd | The Chiba Bank, Ltd. | 100,000,000 | ▇▇▇▇▇+0.5% | From 2023/3/31 to 2033/3/10 | Starting from 2023/4/10, 833,000 JPY shall be paid monthly with the remaining balance 873,000 JPY to be paid by 2033/3/10. | Shihai Bi |
| 5 | Kaiyo Japan Co., Ltd | The Chiba Bank, Ltd. | 200,000,000 | ▇▇▇▇▇+0.9% | From 2023/3/31 to 2028/3/10 | Starting from 2023/4/10, 3,340,000 JPY shall be paid monthly with the remaining balance 2,940,000 JPY to be paid by 2028/3/10. | Shihai Bi |
| 6 | Kaiyo Japan Co., Ltd | The Chiba Bank, Ltd. | 60,000,000 | 1.8% | From 2024/10/30 to 2031/10/10 | Starting from 2024/11/10, 720,000 JPY shall be paid monthly with the remaining balance 240,000 JPY to be paid by 2031/10/10. | Shihai Bi |
| 7 | Kaiyo Japan Co., Ltd | The Chiba Bank, Ltd. | 50,000,000 | ▇▇▇▇▇+0.9% | From 2024/10/30 to 2029/10/10 | Starting from 2024/11/10, 834,000 JPY shall be paid monthly with the remaining balance 794,000 JPY to be paid by 2029/10/10. | Shihai Bi |
| 8 | Kaiyo Japan Co., Ltd | The Chiba Bank, Ltd. | 200,000,000 | TIBOR+0.8% | From 2018/3/30 to 2023/3/10 | Starting from 2018/4/10, 3,334,000 JPY shall be paid monthly with the remaining balance 3,294,000 JPY to be paid by 2023/3/10. | Shihai Bi |
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| 9 | Kaiyo Japan Co., Ltd | The Chiba Bank, Ltd. | 50,000,000 | 1.7%, however from 2023/6/25, annual interest rate is 1.0% | From 2020/6/25 to 2030/5/10 | Starting from 2022/7/10, 521,000 JPY shall be paid monthly with the remaining balance 505,000 JPY to be paid by 2030/5/10. | Shihai Bi |
| 10 | Kaiyo Japan Co., Ltd | The Chiba Bank, Ltd. | 30,000,000 | 1.7%, however from 2023/6/25, annual interest rate is 1.0% | From 2020/6/25 to 2030/6/10 | Starting from 2025/7/10, 500,000 JPY shall be paid monthly until 2030/6/10. | Shihai Bi |
| 11 | Kaiyo Japan Co., Ltd | The Chiba Bank, Ltd. | 56,000,000 | 1.2% | From 2019/2/28 to 2045/10/10 | Starting from 2024/1/10, 209,029 JPY shall be paid monthly until 2045/10/10. | Shihai Bi/Mortgage on properties located at ▇▇▇-▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇▇▇▇, ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇, ▇▇▇▇▇ (wholly owned by the debtor) and ▇▇▇-▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇▇▇▇, ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇, ▇▇▇▇▇ (1/3 of which owned by the debtor). |
| 12 | Kaiyo Japan Co., Ltd | The Chiba Bank, Ltd. | 93,000,000 | 1.2% | From 2018/11/15 to 2045/10/10 | Starting from 2019/12/10, 346,193 JPY shall be paid monthly until 2045/10/10. | Shihai Bi/Mortgage on properties located at ▇▇▇-▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇▇▇▇, ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇, ▇▇▇▇▇ (wholly owned by the debtor) and ▇▇▇-▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇▇▇▇, ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇, ▇▇▇▇▇ (1/3 of which owned by the debtor). |
| 13 | Kaiyo Japan Co., Ltd | The Chiba Bank, Ltd. | 200,000,000 | 0.37% | From 2018/9/28 to 2023/9/28 | Starting from 2019/3/25, 20,000,000 JPY shall be paid every six months until 2023/9/28. | Shihai Bi |
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