ubic_Ex4

(Translation)

Commitment Term Loan Agreement

(One Billion Japanese Yen)

By and among

FRONTEO, Inc.

As Borrower

The Bank of Tokyo-Mitsubishi UFJ, Ltd.,

As Arranger and Agent

For and on behalf of Five Banks:

And

The Bank of Tokyo-Mitsubishi UFJ, Ltd

Sumitomo Mitsui Banking Corporation

The Bank of Yokohama, Ltd.

Mizuho Bank, Ltd.

Resona Bank, Limited

As Lenders

Date as of July 26, 2016

TABLE OF CONTENTS


Article1	Definitions	1
Article2	Lenders’ Rights and Obligations	6
Article3	Use of Proceeds	7
Article4	Application for Several Loan	7
Article5	Conditions Precedent to Disbursement	7
Article6	Disbursement	8
Article7	Non-Disbursement Disbursement	8
Article8	Indemnification of Lender	9
Article9	Additional Costs and Illegality	9
Article10	Payment of Principal	10
Article11	Interest	10
Article12	Prepayment	10
Article13	Late Payment Charges	11
Article14	Commitment Fee	11
Article15	Agent Fee	12
Article16	Costs and Expenses, and Taxes and Public Duties	12
Article17	Performance of Obligations by Borrowers	12
Article18	Distribution to Lenders	13
Article19	Rep and Warranty by Borrowers	16
Article20	Affirmation by Borrowers	17
Article21	Events of Defaults	19
Article22	Offset, Exercise of Security Interest and Voluntary Sale	21
Article23	Coordination between Lenders and Agent	22
Article24	Agent’s Rights and Obligations	23
Article25	Resignation or Dismissal of Agent	24
Article26	Integration of Intention by Majority Lenders	25
Article27	Changes in Provisions of Agreement	26
Article28	Assignment of Status	26
Article29	Transfer of Lending Claims etc.	27

Article30	Collection of Lending Claims from Third Part	27
Article31	Termination of Lending Obligations	28
Article32	General Provisions	28
Annexed	Table 1 List of Parties Concerned	33
Annexed	Table 2 Repayment Schedule	35
Exhibit	1 Application Form for Borrowing	37
Exhibit	2 Confirmation Documents	38
Exhibit	3 Certification of Receipt	39
Exhibit	4 Compliance Report with respect to Collection from third parties	40

Commitment Term Loan Agreement

This Specific Term Loan Agreement (hereinafter referred to as the “Agreement”) is made and entered into this 26th day of July, 2016 by and among FRONTEO INC. (hereinafter referred to as “Borrower”), the financial Institutions described in the column of Lenders in Annexed Table 1 attached hereto (hereinafter referred to as “Lenders”), and the Bank of Tokyo-Mitsubishi UFJ, Ltd. as Agent (hereinafter referred to as “Agent”), and the Parties hereto hereby agree as follows:

Article1 Definitions

1.1 In this Agreement, the following terms have the following meanings, except where the context otherwise expressly requires.

1.1.1 “Business Days” means days other than those days which fall under holidays of the bank provided by the laws and regulations of Japan.

1.1.2 “Agent service” means all services provided for in the provisions of this Agreement which are engaged to the Agent by all Lenders and performed on behalf thereof.

1.1.3 “Agent Account” means the checking account which the Agent holds in the Operation Department in Tokyo of the Bank of Tokyo-Mitsubishi UFJ, Ltd. (hereinafter referred to as “UFJ”) (Account number: 0041097, Type of the Account: UFJ Syndicate Loan Account,) or any other account which Agent indicates from time to time and informs to Borrower or Lenders.

1.1.4 “Agent Fee” means the charges which shall be paid by Borrower to Agent after being separately agreed between Borrower and Agent.

1.1.5 “Parent Company”, “Subsidiary Company” and “Affiliates” mean the meanings defined in Article 8 of the Rules relating to the terms of the Financial Statements and forms and making-ways thereof.

1.1.6 “Each Lending” means the meaning defined in Article10, 1.1 hereof.

1.1.7 “Unpaid Each Lending Amount” means all kinds of money which shall be borne by Borrower including principals, interests, late payment charges, liquidation amount relating thereto, and all other money, the obligations of which shall be borne by Borrower based on the Agreement.

1.1.8 “Each Several Lending” means Lending disbursed by each Lender based on one and the same Application form for Borrow.

1.1.9 “Each Several Lending Disbursement” means the money to be lent by Lender as Each Several Lending to Borrower, and “Each Several Lending Amounts” means the amount of the Each Several Lending Disbursement (such amount shall be the amount obtained by multiplying the Amount of Several Lending relating to the application form by the participation rate of such Lender, provided, however, in case the amount of the Several Lending relating to the Application Form for Lending is equivalent to the total amount of Unused Lending Limits of all Lenders, the amount of such Lending shall be the amount equivalent to the amount of the Unused Lending Limit of such Lender).

1.1.10 “Unpaid Each Several Lending Amount” means all the money which shall be liable for payment by borrower including principals relating to the Each Several Lending, interests, late payment charges, liquidation amounts, and any and all obligations based on this Agreement.

1.1.11 “Lending Obligations” means Lenders’ obligations to lend the money to Borrower as provided for in Article2.2.1 of this Agreement.

1.1.12 “Amount of Lending Limit” means the amount described in such Lender’s column of the “Amount of Lending Limit” in Annexed Table1 attached hereto (provided, however, in case the Amount of Lending Limit is revised in accordance with the provisions of Article2.5, the revised provisions shall apply).

1.1.13 “Lending Claim” means credit relating to the Each Several Lending (provided, however, in case of the Several Lending Integrating Date and thereafter, Each Lending shall apply).

1.1.14 “Term Impossible for Lending” means the term from the day on which Borrower has received the

notice provided in Article8.1 (inclusive) to the other day on which Borrower receives the notice provided in Article 8.2 (inclusive).

1.1.15 “Event Impossible for Lending” means events which shall be determined by the majority of Lenders as the event Impossible for Lending (in case the majority of Lenders cannot integrate the intention thereof, Agent shall apply) within the following events:

(1) Outbreak of natural disaster・war・terrorist attack

(2) Stoppage and trouble in electrical・communicating and other kinds of settlement system

(3) Event of Tokyo interbank market where debt-credit transaction in Japanese currency can’t be traded, and

(4) Other events which shall not be liable to Lenders

1.1.16 “Application form for Borrowing” means the application documents in the form described in Exhibit1 attached hereto.

1.1.17 “Base Period” means one month in case interest calculation period starts on the interest payment day and ends also on the other payment day, with respect to the other interest calculation period, in case such interest calculation period is one month, one month shall apply, in case such interest calculation period is more than one week and less than one month, period of one week or one month corresponding to higher rate of the Japanese TIBOR (on the page of 17097 of Telerate or succeeding page thereof) disclosed by the operational institute of the ZENJINKYO Tokyo Inter Bank Offered Rate at 11:00 a.m. or at the time closest to the 11:00 a.m. after thereof as much as possible on the day 2 days before the starting day of such interest rate calculation period, the period with such higher rate shall apply, and in case such interest rate calculation period is less than one week, one week shall apply.

1.1.18 “Base Rate” means the rate corresponding to the base period relating to such interest rate calculation period within Japanese Currency TIBOR (on the page of 17097 of Telerate or succeeding page thereof) displayed by the operational institute of the ZENJINKYO Tokyo Inter Bank Offered Rate at 11:00 a.m. or at the time closest to the 11:00 a.m. after thereof as much as possible on the day 2 days before the starting day of such interest rate calculation period. Provided, however, in case such rate cannot be disclosed due to some unknown causes, the rate that the Agent determines reasonably as the offered rate of debt-credit transaction in Japanese currency of the period corresponding to the Base Period relating to such interest rate calculation period (expressed as annual rate) in the Tokyo Interbank Market at 11:00 a.m. or at the time closest to 11:00 a.m. and prior thereto on the day two (2) business days before the starting day of such interest rate calculation period. In case there is no period corresponding to such interest rate calculation period within the period of Japanese Currency TIBOR (on the page of 17097 of Telerate or succeeding page thereof) displayed by the operational institute of the ZENJINKYO Tokyo Inter Bank Offered Rate, the rate reasonably determined by the Agent (expressed as annual rate) shall apply. In addition, in case the rate provided for in this Item is less than 0%, 0% shall apply.

1.1.19 “Date of Repayment before Maturity” means the date described in the column of “Date of Repayment” in Annexed Table 2 Repayment Schedule attached hereto (provided, however, except for the Maturity Date, and in case such repayment day does not fall under any business day, the immediately next business day shall apply, if such next business day falls under the day which belongs to the next month, the business day prior to such repayment day shall apply.

1.1.20 “Financial Statement” means the meaning provided in any one of items (1) to (4) below:

(1) Financial Statements relating to each fiscal year provided for in Paragraph2 of the Company Law, Article435 (including balance sheet and profit and loss statement provided for in the same Paragraph, and statement of shareholders’ equity and notes to specification provided for in Paragraph 1of Company Accounting Rules,) and Business reports;

(2) Actually prepared provisional financial statements provided for in Paragraph1 of the Company Law, Article441(i.e. profit-and-loss statement relating to the period from the starting day to provisional closing day of fiscal year in which balance sheet and such closing date belong as defined in the same paragraph);

(3) In case consolidated financial statements relating to each fiscal year provided for in the Company law, Article444, Paragraph3 pursuant to the same Law, Paragraph1 (consolidated balance sheet, consolidated

profit-and-loss statement, consolidated statement of shareholders’ equities and consolidated notes to specific items provided for in Company Accounting Rules, Article 66, the same shall apply hereafter) are obligated to prepare, such consolidated financial statement and actually prepared consolidated financial statement relating to each fiscal year provided for in Paragraph1 of the Company Law, article 444; and

(4) Actually prepared consolidated and single balance sheet, profit-and loss statement, statement of shareholders’ equities and notes to specific items.

1.1.21 “Taxes and Other Public Duties” means all taxes and other public duties imposed in Japan such as, income taxes, corporation taxes, and other taxes etc.

1.1.22 “Several Lending Integration Day” means the first arriving interest payment day after the Due Date.

1.1.23 “Starting Day of Commitment” means July 29th, 2016.

1.1.24 “Period of Commitment” means the period from the starting day (inclusive) to ending day (inclusive) of such Commitment.

1.1.25 “Due Date” means July 28th, 2017 (in case such day falls under those other than business day, the immediately preceding business day shall apply).

1.1.26 “Commitment Fee” means charges paid by Borrower to Lender as the consideration of Lending obligations.

1.1.27 “Calculation period of Commitment Fee” means the period from the Commitment starting day (inclusive) until the Commitment ending day (inclusive) of the Commitment. Provided, however, in case any Lender’s obligation relating to such Lender terminates prior to the ending day of the Commitment Period, the Commitment Fee Calculation Period relating to such Lender shall terminates on such termination day.

1.1.28 “Rate of Commitment Fee” means annual rate of 0.2%.

1.1.29 “Participation Rate” means the rate of the principal balance of such each Lender’s each Lending amount to the amount of the Principal Balance of such Lending (provided, in case of the day prior to the Several Lending Integration Day, the total amounts of Each Several Lending shall apply). Provided, however, until the day on which all Lenders’ Lending obligations shall have been terminated, the said Rate means the rate of such Lender’s amount of Lending Limit to the total amounts of Lending Limit.

1.1.30 “Wishing Disbursement Day” means the business day described by Borrower in the application form for Borrowing as the wishing day on which Borrower wishes the disbursement of the Several Lending within the Commitment Period.

1.1.31 “Disbursement Day” shall be the day on which such Several Lending has been performed.

1.1.32 “Due Date for Repayment” means, in case the due date is provided for in the Agreement, 10:30 a.m. of such due date.

1.1.33 “Syndicate Account” means the ordinary deposit Account held by Borrower in Shinagawa Ekimae Branch of UFJ (Account No: 2034628, Name of the holder of the Account: FRONTEO Inc.), or the Account in UFJ head office or branch thereof, opened by Borrower and approved by the Agent.

1.1,34 “Spread” means an annual rate of 0.45%.

1.1.35 “Liquidation Amount” means, in case the repayment or offset of the Principal of Each Several Lending is performed on the day which does not fall under any of Interest Payment Day and such repayment or offset rate is less than the applied rate of the Interest Calculating Period to which such repayment or offset day belongs, the amount obtained by multiplying the amount of Principal by the balance of the applied rates in such Interest calculation period and such rates to be applied again, and also by actual number of days of the remaining period. Provided, however, such Amount must be within legality. The “Remaining Period” shall be the period from the day on which such repayment or offset is performed to the next interest payment date. The “Rate to be applied again” shall be the Rate designated by the Agent reasonably for the hypothetical purpose of investment again in the Tokyo interbank market during the Remaining Period. The amount of Liquidation shall be calculated per diem basis a year being 365 days and division thereof shall be performed in the last rounding off the amount less than one (1) yen. In addition, the calculation of number of days of a certain period shall include the first day of such period, but exclude the last day thereof.

1.1.36 “All Lenders” shall be referred to as all Lenders collectively at the time prior to the first disbursement, and as all Lenders collectively but having claim right for unpaid amount of Each Several Lending (provided, after the Several Lending Integration day (inclusive), unpaid amount of Each Lending shall apply) at the time after the first Disbursement of Several Lending.

1.1.37 “Total Amount of Lending Limit” means the total amount of Lending Limits of all Lenders.

1.1.38 “Additional Costs” means the increased amount of Lending Costs (reasonably calculated by such Lender), in case of (1) enactment, abolition or revision of Laws and Regulations, or change of Interpretation thereof or the Operation, (2) preparation or increased amount of Reserved Money, or (3) increased amount of Lending Costs due to the change of Accounting Regulations or Operation thereof, (provided, however, except for the case of increase due to the change of tax rates of such Lender).

1.1.39 “Lenders with increased Lending Costs” means Lenders whose Lending Costs have increased.

1.1.40 “Total Amount of Unused Lending Limits” means the Total Amounts of Unused Lending Limit of all Lenders.

1.1.41 “Damages etc.” means damages, loss, and cost and expenses (including attorney’s fee).

1.1.42 “Majority of Lenders” means singular or plural Lender or Lenders whose Participation Rates account for not less than 66.7% at the Standard time for the Integration of Intentions. For the purpose of clarification, “Standard Time for the Integration of Intentions” shall be the time when the Agent has received the notice based on Paragraph1, Item 1 of Article26, in case a certain Lender determines the event has occurred in which the Majority of Lenders’ Designation is necessary, or the time the Agent has sent the notice based on Paragraph2 of Article 26 in case the Agent determines the event has occurred in which the Majority of Lenders’ Designation is necessary.

1.1.43 “Advance Cost” means the amount obtained by multiplying the amount paid in advance for someone by interest rate for fund-raising and the actual number of days during which such amount paid in advance remains un-repaid in case of the Advance Costs incurred by the Agent. For the purpose of clarification, the “Period of Advance Costs” shall be the period from the day on which the Agent has paid in advance for someone to the day on which the Agent receives such amount relating to the amount paid by Agent in advance, and the “Interest Rate for fund-raising” shall be the interest rate reasonable decided by the Agent for the fund raising through the Period of Advance Costs. The amount of Advance Cost shall be calculated per diem basis a year being 365 days and division thereof shall be performed in the last and rounded off the amount less than one (1) yen. In addition, the calculation of number of days of a certain period shall include the first day of such period, but exclude the last day thereof.

1.1.44 “Advance Payment for Someone” means the act with respect to the repayment by Borrower on the Repayment Day, of the disbursement of amount by the Agent equivalent to the amount to be distributed to Lenders in accordance with Article 18, Paragraph1~5 prior to the completion of repayment by Borrower. Provided, however, Borrower and Lender shall not raise an objection at all.

1.1.45 “Qualified Assignees” means being Lenders on the day on which this Agreement is executed, Bankers with license under the Banking Act of Japan and the Long-term Credit Bank Law, Lifetime Underwriter or Non-life Underwriter with License based on the Insurance Business Act, Shinkin Bank, Shinkin Central Bank, Rokin Bank, Federation of Rokin Banks, Federation of prefectural Shinnokyo, Norin Central Bank, Shinkyo Cooperation, National Federation of Shinkyo Cooperation, National Federation of Kyosai-Nokyo Cooperation, Shokokumiai central Bank, Trust Company based on the Trust Business Act and Money Lending Company registered based on Paragraph1 of Article 3 of Money Lending Business Act.

1.1.46 “Applied Interest Rate” means the interest rate obtained by adding the spread to the Base Interest Rate.

1.1.47 “Due Date” means the Repayment Date during the term and the Maturity Date with respect to the Principal relating to the Lending, Each Payment Date as the Ending day of the Each Interest Calculation Period with respect to the Interest, and the Date designated as the date on which any amount shall be paid in accordance with the Agreement with respect to any other Money.

1.1.48 “Reporting Documents” means reporting documents such as Annual Securities Reports, Semi-annual Securities Reports, Quarterly Securities Reports, Extraordinary Reports, and Amendment Reports, etc.

1.1.49 “Laws and Regulations” means Treaties, Laws, Regulations, Cabinet Orders, Ministerial Decrees, Rules, Judgment, Decisions, Arbitral Awards, Notification, and Policies of the relevant Authorities.

1.1.50 “Lending” means the Whole of Each Lending.

1.1.51 “Several Lending” means the Whole of Each Several Lending that shall be disbursed on the same Disbursement Day.

1.1.52 “Maturity Date” means July 29th, 2022 (Provided, in case such day falls under the day other than the Business day, the next succeeding business day unless such day would fall in the next calendar month, in which case, such due date shall be the immediately preceding business day).

1.1.53 “Unused Amount of Lending Limit” means the amount obtained by reducing the total amount of the Each Several Lending Amount disbursed from such Lender’s amount of Lending Limit with respect to Each Lender (including the amount prepaid).

1.1.54 “Assignee” means an assignee who shall be assigned the Lending Claim in accordance with Paragraph1 of Article 29.

1.1.55 “Assignor” means an assignor who shall transfer the Lending Claim in accordance with Paragraph1 of Article 29.

1.1.56 “Interest Calculation Period” means the first period shall be the period from the Disbursement Day of such Several Lending to the first Interest Payment Day. After the second period (inclusive) such Calculation Period shall be the period from the precedent Interest Payment Day to the immediately next Period with respect to Each Several Lending (provided, after Several Lending Integration Day (inclusive), Each Lending shall apply).

1.1.57 “Interest Payment Day” means the payment day of the interest, which shall be the ending day of each month and Maturity Day during the period from the next day of the First Disbursement Day to the Maturity Day (Provided, in case such day falls under the day other than the Business day, the next succeeding business day unless such day would fall in the next calendar month, in which case, such due date shall be the immediately preceding business day).

1.2 For the purpose of this Agreement, One-Month Period shall be the Period in which the calculation starting day is the Starting Day (inclusive) and the day corresponding to the starting day of the next calendar month of the month to which such Starting Day belongs is the Ending Day (inclusive), in case of integral multiple months such period shall be calculated by the way mentioned above, in mutatis mutandis (provided, in case such corresponding day falls under the day other than the Business day, the next succeeding business day shall apply unless such day would fall in the next calendar month, in which case, such due date shall be the immediately preceding business day). Provided, however, in case the calculation starting day is the last business day of the month, the ending day of such period shall be the last business day of the month in which such corresponding day belongs, and the corresponding day of the calculation starting day does not exist in the calendar month in which such period should be terminated, the last business day in such month shall be the ending day of such month.

1.3 In this Agreement the period of one week shall be the period in which calculation starting day is the Starting Day (inclusive) and the ending day of the period is the corresponding week day of the next week (inclusive) (provided, in case the corresponding week day falls under any day other than the business day, the next business day shall be the ending day whether such business day is in the next month whatsoever.

Article2 Rights and Obligations of Lender

2.1 Unless otherwise specifically provided, Lender may severally and independently execute the rights under the Agreement.

2.2 Lender shall lend the money within the amount of Lending limit.

2.3 Except for the case otherwise is separately provided in the Agreement, Lenders’ obligations hereunder shall be several and independent and Lender cannot be relieved from the performance of its obligations hereunder due to the cause that the other Lender does not perform the obligation thereof. In addition, the Lender shall not be completely liable for the fact that other Lender doesn’t perform any obligations hereunder.

2.4 In case Lender violates the Lending Obligations and doesn’t perform the Disbursement of Each Several Lending relating to such wishing disbursement day on any Wishing Disbursement Day, such Lender shall immediately compensate for damages incurred by Borrower upon the request of such Borrower. Provided, however, such compensation amount incurred by Borrower shall be obtained by reducing the amount of interests and other costs which such Borrower has expensed during the period from such Wishing Disbursement day (inclusive) to the First Interest Payment Day (exclusive) in case such Each Several Lending is disbursed on such Wishing Disbursement Day from amount of interest and other costs which Borrower has expensed or would be needed during the period from such Wishing Disbursement day (inclusive) to the First Interest Payment Day (exclusive) in case such Borrower has borrowed separately due to the cause such Lending is not disbursed on such Wishing Disbursement Day, and such compensation amount shall be limited to maximum amount of such obtained amount.

2.5 Borrower may make Lender terminate any and all Lending Obligations or reduce the part of the amount of Lending Limit within the unused total amount of Lending Limit by giving ten business days Notice to the Agent during the Period of Commitment. In case of reducing part of the total amount of Whole Lending Limit, the amount to be reduced shall be not less than 50 million yen (\50,000,000) and integral multiple thereof, and shall be the amount less than that of Whole Unused Lending Limit. In case the part of the amount of Whole Lending Limit is reduced, the amount to be reduced of Lenders’ Lending Limit shall be reduced the amounts of Each Several Lending Limit in proportion to the Participation Rate. In case the Agent receives such notice from Borrower, it shall notify Lender thereof without delay. Borrower cannot cancel such notice and the termination of the whole Lending Obligations or reducing the part of the amount of whole Lending Limit and which become effective on the day on which Borrower wishes thereof in such notice.

Article3 Use of Proceeds

Borrower shall use the money which has been raised through the Several Lending only for operating funds.

For the purpose of clarification, The Agent and Each Lender shall not be liable to supervise or review

Borrower with respect to the actual use of proceeds

Article4 Application of Several Lending

4.1 In case Borrower wishes the disbursement of the Several Lending, it is necessary for Borrower to express its intention of application for the Several Lending to all Lenders by submitting the Application form for Borrowing to the Agent by the noon of three business days before the Wishing Day of Disbursement. The submission of the application form shall be performed by sending Facsimile and confirming the receipt thereof through the telephone.

4.2 The amount of the Several Lending described in the Borrowing Forms shall be not less than 50 million yen with one unit of 10 million or the total amount of Unused Lending Limit, and the amounts of Each Several Disbursement which may be obtained from the amount of such Several Lending shall not exceed the amount

of unused Lending Limit of Lender on the Wishing Disbursement Day described in the Application Form for Borrowing.

4.3 The number of Disbursement of the Several Lending on the same Wishing Disbursement Day shall be not more than one.

4.4 Expressing Intention of Application Form for the Several Lending based on Paragraph1 of this Article has become effective with having relations with all Lenders at the time when the Agent has received the Application Form. For the purpose of clarification, after the receipt of the Application Form for Borrowing by the Agent, Borrower cannot cancel or change the Application Form based on Paragraph1 of this Article in the relation with any Lender whatever the reason, if any. In case the Agent has received the Application Form for Borrowing, such Agent shall notify all lenders of the fact of Application for the Several Lending by Borrower and contents thereof by sending the copy of the Application Form for Borrowing at least 3 business days before the Wishing Disbursement Day.

Article5 Conditions Precedent of Each Several Lending

Each Lender shall perform the Disbursement relating to the Wishing Disbursement Day subject to the satisfaction of the conditions precedent set forth in the following Items on each Wishing Disbursement Day (provided, however, regardless the notice based on Paragraph1 of Article7). For the purpose of clarification, the satisfaction of the Conditions Precedent shall be performed with each Lender, and other Lenders and the Agent shall not be liable for the other Lenders’ satisfaction:

The Application for the Several Lending meets the conditions set forth in Paragraph1~3 of the precedent Article.

The Lending Obligations of all Lenders shall not be indemnified pursuant to Paragraph3 of Article8.

All matters described in each Items of Article19 are true and correct.

Borrower doesn’t violate any provision of this Agreement and there are no possibility that Borrower violate any provision hereof after such Wishing Disbursement Day.

Borrower submits all of the following documents to the Agent on the day on which this agreement is executed, and the Agent and all Lenders are satisfied with the contents thereof.

(i)

The certificate of registered seal impression of the representative of Borrower who will affix and sign on the Agreement (provided, such certificate is issued within three (3) months prior to the execution of this Agreement).

(ii)

The copy of register of commerce or the certified copy of whole superseded & current entries of registration of Borrower (provided, such certificate is issued within three (3) months prior to the execution of this Agreement).

(iii)

Notification of Borrower’s seal impression and its signature by the prescribed Form by the Agent.

(iv)

The Confirmation documents by the form set forth in Exhibit2 attached hereto (Documents which certificates the completion of all procedures necessary for the Borrowing based on the execution of this Agreement, in accordance with laws and regulations and company rules of Borrower, shall be attested by the authorized executive.

The Lending Obligations of such Lender are not terminated by any provision of this Agreement.

Article6 Disbursement of Several lending

6.1 In case Lender accept the Application for the Several Lending in accordance with Article4, doesn’t give any notice based on Paragraph1 of Article7, and the conditions provided for in each Item of the Precedent Article is satisfied on each Wishing Disbursement Day, Lender shall remit the amount of Each Several Lending as Disbursement relating to the Wishing Disbursement Day to the syndicate account on such Wishing Disbursement Day (provided, however, Lender shall have completed the Bank-transfer procedures to the syndicate account by 11:00 a.m. on such Wishing Disbursement Day). At the time when Lender has

completed the remittance of the amount of Each Several Lending to the syndicate account, Each Several Lending relating to the Wishing Disbursement Day with respect to such Lender shall be deemed to be disbursed.

6.2 In case the Disbursement of Several Lending is performed based on the precedent Paragraph, Borrower shall promptly send to Lender which has performed the disbursement of Each Several Lending, the receipt in the form prescribed in Exhibit3 attached hereto stating the amount of Several Lending and the details of Each Several Lending in the form prescribed in Exhibie3 attached hereto. In addition the Agent shall hold the original receipts for such Lenders until such Agents are repaid all of the un-repaid amount of Each Several Lending relating to such Each Several Lending (provided, on the Integration Day and thereafter, Un-repaid Each Lending Amount).

Article7 Non-disbursement of Each Several Lending

7.1 Lender which has decided to refrain from disbursement of Each Several Lending (hereinafter referred to as “Lender of Non-disbursement) due to the cause that all or part of conditions set forth in Article5 is not satisfied, such Lender of Non-disbursement may notify the Agent, Borrower and all of other Lenders to that effect by 17:00 p.m. on the precedent business day of Wishing Disbursement Day relating to such Each Several Lending. Provided, however, even though all conditions set forth in Article5 is satisfied, if such notice is given and such Each Several Lending is not disbursed, such Lender of Non-disbursement shall not be relieved from the responsibility for Violation of Lending Obligations.

7.2 In case the Agent or Lender of Non-disbursement is incurred damages due to the cause that Each Several Lending couldn’t been disbursed by Lender of Non-disbursement, Borrower shall bear such damages; provided, however, unless non-disbursement of such Each Several Lending falls under the violation of Lending Obligations by such Non-disbursement Lender.

Article8. Indemnification of Lender

8.1 In case of occurrence of lending-impossible event, the Agent shall promptly give the notice in writing to that effect to Borrower and all Lenders.

8.2 In case Majority of Lenders (if it is difficult for Majority of Lenders concentrate their intentions, the Agent shall apply) determine that such Lending-impossible Event is resolved after giving notice set forth in precedent Paragraph, the Agent shall promptly inform to the effect that such Lending-impossible Event is resolved to Borrower and all Lenders.

8.3 During such Lending-impossible Term, the Lending Obligations of all Lenders shall be relieved.

Article9 Additional Costs and Illegality

9.1 Lenders with Additional Costs occurred may request Borrowers the burden of Additional Costs by giving notice in writing to Borrower through the Agent, in case of such request, Borrower shall pay such Additional Costs to such Lender with Additional costs occurred.

9.2 In case of request set forth in the precedent Paragraph, Borrower, by giving notice to the Agent and all Lenders, make such Lender with additional costs occurred terminate such Lending Obligation if such

Lending Obligations of the same Lender does not terminate thereof, and may make Prepayment of all amount of such Principal Balance if any Principal Balance of the Each Several Lending (provided, Several Lending Integration Day and thereafter Each Lending shall apply) of such Lender with Additional Costs occurred exists, on the day described in the notice given by Borrower (provided, however, such day shall be the day not less than 10days after such notice, and hereinafter referred to as “Terminating Lending Obligation and Additional Costs Prepayment Wishing Day”). In this case, if the Lending obligation of such Lender with Additional Costs occurred is not terminated and the Principal Balance of Each Several Lending of such Lender with Additional Costs occurred exists, it is not approved that Borrower wishes only one option from 2) Termination of Lending Obligations of such Lender with Additional Cost occurred or 2) Prepayment of Each Several Lending of Lender with Additional Costs occurred.

9.3 In case the notice set forth in Paragraph 1 is given by Borrower, the Lending Obligations of such Lender with Additional Costs occurred will be cancelled on the Terminating Lending Obligation and Additional Costs Prepayment Wishing Day. In such case Borrower shall pay Lender with Additional Costs occurred all amount of Principal Balance of all debts owed by Borrower to Lender with Additional Costs occurred based on the Agreement (all Each Several Lending the Repayment Due Date of which arrives after the next day of such Terminating Lending Obligation and Additional Costs Prepayment Wishing Day (provided, after Several Lending Integration Day, Each Lending shall apply), interests occurred until the Terminating Lending Obligations and Additional Costs Prepayment Wishing Day (inclusive) and the liquidation money notified by Lender with Additional Costs occurred (if any), and including requested burden of Additional Costs), on the Terminating Lending Obligation and Additional Costs Prepayment Wishing Day in accordance with the provisions of Article17.

9.4 In case the execution and performance and succeeding transaction of this Agreement violates any of the laws and regulations which binds any Lender, such Lender, by giving notice to that effect to Borrower through the Agent, 1) may terminate the Lending Obligations on the immediately precedent day on which such performance is deemed illegal if the fund raising for keeping of the Lending Obligations or Disbursement of Each Several Lending or planning thereof is deemed illegal, and 2) may request Borrower the repayment of all amount of Unpaid Each Several Lending (provided, Several Lending Integration Day and thereafter, such Each Lending) of Each Several Lending (provided, Several Lending Integration Day and thereafter, such Each Lending) by deeming that the Repayment Due Date of such Each Several Lending (provided, Several Lending Integration Day and thereafter, such Each Lending) has arrived on the immediately precedent day of the day on which Borrower’s performance is deemed illegal (provided, in case Repayment due date is provided by the laws and regulations, the day provided by the laws and regulations) if keeping of already disbursed Each Several Lending (provided, Several Lending Integration Day and thereafter, such Each Lending) is deemed illegal on Repayment Due Date or before relating to Each Several Lending (provided, Several Lending Integration Day and thereafter, such Each Lending).

Article10 Repayment of Principal

10.1 With respect to Each Lender, all of Each Several Lending shall become one single Lending (hereinafter referred to as “Each Lending”) on the Each Several Lending Integration Day.

10.2 Borrower shall repay the amount obtained by dividing the amount of Principal at the time of Several Lending Integration Day equally by 60 (in case there are any fraction, such fractions shall be rounded off less than one yen, and the Repayment amount of Principal on the Maturity Date shall be the amount obtained by reducing the total amount repaid on every Repayment Day from the total Repayment Amount of the Principal) to all Lenders relating to the Lending on the Repayment Day during the term and the Maturity day in accordance with the Repayment Schedule described in Annexed Table2 attached hereto based on the provision of Article17. The amount to be repaid to each Lender on each Repayment Day shall be the Amount

obtained by dividing the amount of Principal in proportion to the Participation Rate on the Several Lending Integration Day with respect to all Lenders, and The amount repaid to each Lender on the Maturity date shall be each amount of Principal Balance of each Lender on the Maturity Date.

Article11 Interest

11.1 Borrower shall pay each Lender each total amount of Interest obtained by multiplying the un-repaid amount of Principal of Each Several Lending (Several Lending Integration Day and thereafter, Each Lending) by the Applied Interest rate during the Interest Calculation Period and actual number of days of the Interest Calculation Period on the Interest Payment day of the last day of the Interest Calculation Period in accordance with the provisions of Article17.

11.2 The Calculation Method of Interest shall be on a per diem basis in which the Fast day of any period will be included, but the Last Day thereof excluded being 365days per year. And dividing shall be the last calculation rounding off fractions less than one yen.

Article12 Prepayment

12.1 Borrower must not repay all or part of the amount of the Principal of the Lending (provided, in case of before the Several Lending Integration Day, Several Lending) which shall be repaid on any of Principal Repayment Day or the Maturity Day before such day (hereinafter referred to as “Prepayment”), unless Borrower obtained the approval in writing of the Agent and all Lenders in advance in case of being based on Article9 or in accordance with the following procedures.

12.2 In case of wishing of Prepayment, Borrower shall notify the following matters mentioned below in writing to the Agent at least 15 business days before the day on which Borrower wishes as the Prepayment Day (hereinafter referred to as the “Wishing Prepayment Day”):

(i) The amount of Principal (such amount must be all amount of Principal Balance of such Several Lending (provided, Several Lending Integration Day and thereafter, Lending) or not less than 50 million yen and unit of 10 million yen. In case the amount of Principal of such Several Lending (provided, Several Lending Integration Day and thereafter, Lending ) is not the all amount of Principal Balance, such amount shall be prepaid to such Lender in proportion to each rate of Principal Balance of the Several Lending (provided, Several Lending Integration Day and thereafter, Lending) relating to such Several Lending) of the Several Lending (provided, Several Lending Integration Day and thereafter, Lending), (ii) to the effect that Borrower will prepay all of the interest accrued until the Wishing Prepayment Day (inclusive) (hereinafter referred to as “Accrued Interest”) with respect to Principal amount which Borrower wishes Prepayment, and (iii) the Wishing Prepayment Day. The Agent shall promptly notify the matters described in this Paragraph (i)~(iii) to all Lenders and such Lenders shall notify consent or refusal of the Prepayment to the Agent at least 10 business days before the Wishing Prepayment Day. For the purpose of clarification if such consent or refusal notice is not delivered to the Agent at least 10 days before the Wishing Prepayment Day, such Lender shall be deemed as refusal thereof. The Agent shall determine consent or refusal of Prepayment at least 8 business days before the Wishing Prepayment Day and notify thereof to Borrower and all Lenders.

12.3 In case the Prepayment is approved in accordance with the precedent Paragraph, and if the Wishing Prepayment Day is the day other than Interest Payment Day, all Lenders shall notify the amount of Liquidation Money to Borrower and the Agent at least 2 business days before the Wishing Prepayment Day. Borrower shall pay the total amount of the Principal and Interest of the Several Lending (provided, on the

Several Lending Integration Day and thereafter, Lending), and Liquidation Money (if any) on the Wishing Prepayment Day in accordance with the provision of Article17. For the purpose of Clarification, even if such Prepayment is performed, each Lenders’ Lending obligations relating to Each Several Lending the Disbursement Day of which arrives thereafter are not affected at all.

12.4 In case Part of Principal of the Lending is prepaid based on the provisions of this Article, the Principal with later Prepayment Day is applied with priority.

Article 13 Late Payment Charges

13.1 In case Borrower delays in performing the debt to Lender or Agent under the Agreement, Borrower shall promptly pay the amount of Late Payment Charges obtained by multiplying the amount of debts of late performance by annual rate of 14% (so long as observing laws and regulations) with respect to the period from the day on which Borrower shall perform the debt (inclusive) to the day on which such late performance of debt (hereinafter referred to as the “Debt of Late Performance”) is completely performed (inclusive), in accordance with the provisions of Article17, upon the request of Agent.

13.2 Calculation Method of Late Payment Charges shall be per diem basis and including the First and the last day of a certain period being 365 days per year, and Dividing the number is performed in the Last, rounding off fractions less than one yen.

Article14 Commitment Fee

14.1 Borrower shall pay Lender as the amount of Commitment Fee obtained by multiplying the average balance of unused amount of Lending Limit of such Lender by the Rate for Commitment Fee with respect to the Commitment Fee Calculation Period on the day designated by the Agent within 5 business days from the ending day of the Commitment to Borrower and all Lenders. In case of the performance of Each Several Lending or the change of the amount of Lending limit in accordance with the provisions of Paragraph 5 of Article 2, each unused amount of Lending Limit of such Lender on the day on which such Lending or change is performed shall be each Unused Amount of Lending Limit changed due to such performance or changes. The calculation of the Commitment Fee by the Agent shall be definite and binding as far as there are no clear mistakes.

14.2 Notwithstanding the provision of the precedent Paragraph, in case Lending Obligations of all Lenders in accordance with the provisions of Paragraph 1 of this Article, Borrower shall not be liable to all Lenders for Payment of Commitment Fee corresponding to the Lending Impossible Period.

14.3 Notwithstanding the provisions of Paragraph1 of this Article, in case any Non-bank Lender’s (hereinafter referred to as “Non-bank Lender” registered based on the Money Lending Business Act, Article3, Paragraph1, the same shall apply hereafter) interest rates (expressed by percentage point) that can be obtained by the following formula exceeds as annual rate of 15% on the ending day of the Commitment Fee Calculation Period, Borrower shall not be liable to pay the amount of the Interest corresponding to the part which exceeds 15% of the annual rate obtained by the said formula and the amount of Commitment Fee to such Non-bank Lender. For the purpose of clarification, the Agent shall not be liable to confirm whether such percentage point obtained by such formula exceeds 15% or not.

The Formula: (A+B) ÷ (C) × 365 ÷(D) (%)

A: Total amount of Commitment Fees which should be paid to such Non-bank Lender

B: Total amount of Interest relating to all Each Several Lending with respect to such Non-bank Lender

C: Total Amount of Average Principal Balance of all of Each Several Lending

D: Actual Number of Commitment Fee Calculation Period

14.4 The calculation method of Commitment Fee Based on this Article, Paragraph1 shall be on a per diem basis of being 365 days per year including the fast and the last days of a certain period, and dividing procedure shall be in the past rounding off fractions less than one (1) yen.

Article15. Agent Fee

Borrower must pay the Agent fee to the Agent for the Agent Services agreed separately between Borrower and the Agent as provided for in the Agreement.

Article 16 (Expenses, Taxes and Public Charges)

16.1 The Borrower shall bear all costs incurred in relation to the preparation, modification or amendment of this Agreement and relevant documents hereof (including attorneys’ fees) and all costs incurred in the maintenance or enforcement of the rights or the performance of the obligations by the Lender or the Agent hereunder and relevant documents hereof (including attorney fees) unless it contradicts the Laws. If the Lender or the Agent paid such costs in the place of the Borrower, the Borrower shall pay the same in accordance with the provisions of Article 17 immediately upon the request from the Agent.

16.2 The Borrower shall bear all costs of stamp duties and other similar Taxes and Public Charges incurred in relation to the preparation, modification or execution of this Agreement and relevant documents hereof. If the Lender or the Agent paid such costs in the place of the Borrower, the Borrower shall pay the same in accordance with the provisions of Article 17 immediately upon the request from the Agent.

Article 17 (Performance of Obligations by Borrower)

17.1 The Borrower shall deposit money to the account of the Agent to the extent that it does not contradict the Laws in order to perform its obligations hereunder by the Due Time if the Due Date is specified hereunder, or immediately upon the request from the Agent if no Due Date is specified hereunder. In such a case, the Borrower is deemed to have performed its obligations to the Agent or the Lender at the time of deposit to the account of the Agent.

17.2 Unless otherwise provided in this Agreement, the Borrower may not pay its obligations hereunder directly to any Lender other than the Agent contrary to the preceding paragraph. The Lender who received such payment shall immediately pay the money received to the Agent, and the obligation for such money is deemed to have been performed by receipt of such money by the Agent. The Borrower may not perform its obligations hereunder by substitute performance unless the Agent and All Lenders give their prior written approval.

17.3 The payment by the Borrower hereunder shall be appropriated in the following order:

(i) Money paid by the Agent in the place of the Borrower, the Agent Fee and delay damages thereof among the costs to be borne by the Borrower hereunder;

(ii) Money payable to third parties among the costs to be borne by the Borrower hereunder;

(iii) Money paid by the Lender in the place of the Borrower and delay damages thereof among the costs to be borne by the Borrower hereunder;

(iv) Delay damages (excluding delay damages stipulated in the items 1 and 3 of this paragraph) and

Settlement Money;

(v) Commitment Fee;

(vi) Interest on the Individual Loan (or the Aggregate Loan on or after the Consolidation Date of Individual Loans); and

(vii) Principal of the Individual Loan (or the Aggregate Loan on or after the Consolidation Date of Individual Loans).

17.4 In the appropriation in the preceding paragraph, if the appropriation amount is less than the amount of any of the items, the first item that is not fully appropriated (hereinafter referred to as “Unappropriated Item”) shall be appropriated by dividing the remainder of amount appropriated to the higher priority items in proportion to the amount of each payment obligation of the Borrower becoming due for such Unappropriated Item.

17.5 The Borrower shall not deduct the Taxes and Public Charges from the payment of obligations hereunder unless required by Laws. If any Taxes and Public Charges need to be deducted from the amount payable by the Borrower, the Borrower shall pay by adding the necessary amount so that the Lender or the Agent may receive the amount if the Taxes and Public Charges are not imposed. In such a case, the Borrower shall directly send to such Lender or the Agent the certificate of tax payment related to withholding taxes issued by the tax authority or other supervisory authority in Japan within 30 days from the date of payment.

Article 18 (Distribution to Lenders)

18.1 If there still exists any remainder after deducting the amount corresponding to those described the items 1 and 2 of the paragraph 3 of the preceding Article from the amount paid by the Borrower pursuant to the preceding Article, the Agent shall immediately distribute such remainder to the Lenders in accordance with the provisions of this Article.

18.2 If, prior to the distribution to the Lenders by the Agent in accordance with this Article, (a) an order of provisional attachment, preservative attachment or attachment in relation to the Loan Claim was served on the Borrower, (b) an assignment was made with respect to the Loan Claim, or (c) the obligations were performed by third parties, the rights and obligations of the Borrower, the Agent and the Lenders shall be regulated in accordance with the following provisions:

(a)

(i) In the case that the Agent completed the distribution to the Lenders under this Article prior to the receipt of a notice from the Borrower pursuant to the paragraph 5 of Article 20 that an order of provisional attachment, preservative attachment or attachment for the Loan Claim was served on the Borrower.

In this case, even if any Damages are incurred by the creditors having an order of provisional attachment, preservative attachment or attachment, the Borrower, the Lenders or other third parties due to such distribution by the Agent, the Agent will not be liable for such Damages and the Borrower shall deal with such Damages at its own costs and responsibilities. If the Agent suffers any Damages caused by such distribution, the Borrower shall compensate for such Damages.

(ii) In the case that the Agent received a notice from the Borrower pursuant to the paragraph 5 of Article 20 that an order of provisional attachment, preservative attachment or attachment for the Loan Claim related to such distribution was served on the Borrower after the performance of obligations by the Borrower in accordance with the provisions of paragraphs 1 and 2 of the preceding Article and prior to the completion of distribution to the Lenders under this Article.

In this case, (i) the Agent may withhold the distribution of money related to such notice under this Article, and may proceed in such other manner as the Agent deems reasonable, and (ii) the Agent shall distribute money received from the Borrower other than the money related to such notice pursuant to the appropriation method stipulated in the paragraphs 3 and 4 of the preceding Article. If any Damages are incurred by the creditors having an order of provisional attachment, preservative attachment or attachment,

the Borrower, the Lenders or other third parties due to the actions taken by the Agent pursuant to the provisions of this item (i) or the distribution by the Agent under this item (ii), the Agent will not be liable for such Damages and the Borrower shall deal with such Damages at its own costs and responsibilities. If the Agent suffers any Damages caused by such actions against distribution or such distribution, the Borrower shall compensate for such Damages.

(iii) In the case that the Agent received a notice from the Borrower pursuant to the paragraph 5 of Article 20 that an order of provisional attachment, preservative attachment or attachment was served on the Borrower prior to the performance of obligations by the Borrower in accordance with the provisions of paragraphs 1 and 2 of the preceding Article.

In this case, the Agent shall distribute money pursuant to the appropriation method stipulated in the paragraphs 3 and 4 of the preceding Article, considering there is no claim related to such notice. Even if any Damages are incurred by the creditors having an order of provisional attachment, preservative attachment or attachment, the Borrower, the Lenders or other third parties due to the distribution by the Agent, the Agent will not be liable for such Damages and the Borrower shall deal with such Damages at its own costs and responsibilities. If the Agent suffers any Damages caused by such distribution, the Borrower shall compensate for such Damages;

(b) In the case that the Assignor and the Assignee in their joint names notified the Agent of the fact of assignment of the Loan Claim pursuant to the paragraph1 of Article 29. For the avoidance of doubt, if the Loan Claim is assigned pursuant to the provisions of Article 28, this item is applied with the Assignor replaced with the assigning Lender, and the Assignee with the assigned Lender.

In this case, the Agent shall commence all administrative procedures necessary to treat such Assignee as the creditor of such Loan Claim immediately after the receipt of such notice, and the Agent will not be held liable if the Agent treats the previous Lender as the effective Lender until the Agent notifies the Borrower, the Assignor and the Assignee that such administrative procedures have been completed. If any Damages are incurred by the Assignee or other third parties due to such treatment by the Agent, the Agent will not be liable for such Damages and the Borrower and the Assignor of such Loan Claim shall deal with such Damages at their own costs and responsibilities. If the Agent suffers any Damages resulting from this item, the Borrower and the Assignor of such Loan Claim shall jointly compensate for such Damages; or

(c) In the case that the third party who repaid pursuant to the provisions of paragraph 2 of Article 30 and the Lender who received such repayment in their joint names, or the Borrower in its own name, notified the Agent of the fact of repayment by third party under the paragraph 2 of Article 30.

In this case, the Agent shall commence all administrative procedures necessary to treat a right to indemnity obtained by such third party and a claim obtained by subrogation in the same manner as the Loan Claim related to such repayment immediately after the receipt of either of such notices, and the Agent will not be held liable if the Agent treats such repayment by the third party as not having been made until the Agent notifies the Borrower, such third party and the Lender who received such repayment by the third party that such administrative procedures have been completed. If any Damages are incurred by such third party or other third party due to such treatment by the Agent, the Agent will not be liable for such Damages the Borrower and the Lender who received such repayment by the third party shall deal with such Damages at their own costs and responsibilities. If the Agent suffers any Damages resulting from this item, the Borrower and the Lender who received such repayment by the third party shall jointly compensate for such Damages.

18.3 The distribution by the Agent to the Lenders shall be made in the order from the items (iii) to (vii) of paragraph 3 of the preceding Article. If an Unappropriated Item arises for the amount to be distributed, the appropriation and distribution for such Unappropriated Item shall be made in accordance with the provisions of paragraph 4 of the preceding Article. In this case, each Lender may, at its discretion, determine the order and method of appropriation for the repayment of obligations to such Lender by the Borrower with respect to the amount so distributed regardless of the provisions of paragraphs 3 and 4 of the preceding Article, and the Borrower will not object to such determination, provided, however, even if any of the Lenders appropriated

the repayment in an order different from the order stipulated in the provisions of paragraphs 3 and 4 of the preceding Article, the Agent may deem that the Lender appropriated the repayment pursuant to the provisions of paragraphs 3 and 4 of the preceding Article, and the Agent may thereafter make such distribution to each Lender on the basis that All Lenders has made appropriation pursuant to the provisions of paragraphs 3 and 4 of the preceding Article. The Agent will not be liable as long as the Agent makes such distribution even if the distributed amount is different from the amount appropriated by each Lender.

18.4 If the Borrower makes the remittance stipulated in the paragraph 1 of the preceding Article later than the Due Time, the Agent will not assume an obligation to make the distribution stipulated in the paragraph 1 of this Article within the same day. In this case, the Agent shall make the distribution immediately after the receipt of remittance from the Borrower, and any Damages incurred by the Lender or the Agent due to such distribution shall be borne by the Borrower.

18.5 Upon request from the Agent and if such request is based on a reasonable cause, the Lender who received such request shall immediately notify the Agent of the amount of loan it holds against the Borrower hereunder (including breakdown). In this case, the obligation of the Agent to make the distributions stipulated in the paragraph 1 of this Article arises at the time all such notices reach the Agent. If any Damages are incurred by the Lenders or the Agent due to delay in delivery of such notice without reasonable cause, the Lender causing such delay shall be liable for such Damages.

18.6 The Agent may make a distribution to the Lender by Advance Payment (accompanying no obligation). The Advance Payment does not mean the performance of obligations by the Borrower. If Advance Payment is made and if the Borrower does not perform the obligations in relation to such Advance Payment by the Due Time, the Lender who received the distribution by Advance Payment under this paragraph shall reimburse to the Agent the amount of such Advance Payment immediately upon request from the Agent. The Lender shall pay to the Agent, immediately upon request from the Agent, the Advance Payment Cost required for such Advance Payment in proportion to the amount of Advance Payment that it received. If the Lender paid such Advance Payment Cost to the Agent, the Borrower shall compensate such Lender for such Advance Payment Cost. If the Agent completed the procedures for Advance Payment of the distribution to the Lender prior to the receipt of notice from the Borrower pursuant to the paragraph 5 of Article 20 that an order of provisional attachment, preservative attachment or attachment was served on the Borrower, and even if any Damages are incurred by the creditors having an order of provisional attachment, preservative attachment or attachment, the Borrower, the Lenders or other third parties due to such Advance Payment of the distribution by the Agent, the Agent will not be liable for such Damages and the Borrower shall deal with such Damages at its own costs and responsibilities. If the Agent suffers any Damages (including, but not limited to, the money not reimbursed or not paid in the case of non-reimbursement or non-payment of the money to be reimbursed or to be paid to the Agent by the Lender stipulated in the third and fourth sentences of this paragraph) caused by such Advance Payment of the distribution, the Borrower shall compensate for such Damages.

Article 19 (Representations and Warranties by Borrower)

The Borrower represents and warrants to the Lenders and the Agent that each of the following items is true and correct as of the execution date of this Agreement, the Commitment Start Date and each Drawdown Date:

(i) The Borrower is a joint-stock company duly incorporated and currently validly existing under the laws of Japan;

(ii) The execution and performance of this Agreement and transactions hereunder by the Borrower are the actions within the purposes of the Borrower’s company, and the Borrower has completed all the procedures thereof necessary under the Laws, the articles of incorporation and other internal company rules of the Borrower;

(iii) The execution and performance of this Agreement and transactions hereunder by the Borrower do not

(a) contradict the Laws that are binding on the Borrower, (b) contradict the articles of incorporation and other internal company rules of the Borrower, and (c) contradict any contract with a third party to which the Borrower is a party or which binds the Borrower or its assets;

(iv) The person, representing the Borrower, who signs or affixes his/her name and seal on this Agreement is authorized to sign or affix his/her name and seal hereon by representing the Borrower in accordance with all the procedures necessary under the Laws, the articles of incorporation or other internal company rules of the Borrower;

(v) This Agreement is legally and validly binding on, and enforceable in accordance with each provision hereof against, the Borrower;

(vi) The Financial Statements (the audited Financial Statements if the Borrower is obligated to conduct an audit on such Financial Statements in accordance with the Laws and if it has otherwise conducted an audit) (or the Reports if the Borrower has prepared the Reports) prepared by the Borrower are accurate and duly prepared in light of the accounting standards that are generally accepted as fair and appropriate ones in Japan. If the Borrower is obligated to receive an audit on such Financial Statements in accordance with the Laws, the Borrower has received a necessary audit;

(vii) No material change has occurred, which may materially affect the performance of obligations by the Borrower hereunder with respect to the information provided by the Borrower to the Agent or the Lender in relation to this Agreement, or which may, after the conclusion of accounting period ending in March 2016, deteriorate the business, properties, or financial condition of the Borrower described in the Financial Statements (the audited Financial Statements if the Borrower is obligated to conduct an audit on such Financial Statements in accordance with the Laws and if it has otherwise conducted an audit) (or the Reports if the Borrower has prepared the Reports) prepared by the Borrower for such accounting period and other accounting documents, and may materially affect the performance of obligations by the Borrower hereunder;

(viii) No lawsuit, arbitration, administrative procedure, or any other dispute has commenced and will possibly commence against the Borrower, which will or may cause significant adverse effect on the performance of obligations by the Borrower hereunder;

(ix) No event stipulated in each item of paragraph 1 or each item of paragraph 2 of Article 21, nor event constituting such event by notice or passage of time or by both, has occurred and will possibly occur; and

(x) The Borrower does not fall under any of the following subitems (a) through (n):

(a) An organized crime group (meaning a group the members (including the members of the member group of such group) of which may foment violent and unlawful acts and the like collectively or habitually; the same applies hereinafter in this item);

(b) An organized crime group member (meaning a member constituting an organized crime group; the same applies hereinafter in this item);

(d) A quasi member of an organized crime group (meaning a person who has a relation with organized crime groups other than a member of an organized crime group and may conduct violent and unlawful acts and the like backed by the force of an organized crime group, or a person who cooperates in or is involved in the maintenance or operation of an organized crime group by providing funds, weapons and the like to the organized crime group or the members thereof; the same applies hereinafter in this item);

(e) An affiliated company of an organized crime group (meaning a company in which an organized crime group member is substantially involved in its management, or a company managed by a quasi member of an organized crime group or a former organized crime group member which actively cooperates in or is involved in the maintenance or operation of the organized crime group by providing funds to the organized crime group, or a company which actively utilizes an organized crime group in the company in which it is involved or in the execution of its business and cooperates in the maintenance or operation of the organized crime group);

(f) A corporate racketeer and the like (meaning a corporate racketeer, a corporate extortionist and the like who may conduct violent and unlawful acts in pursuit of illegal interest targeting companies and poses a threat

to the safety of civil life);

(g) A group engaging in criminal activities under the pretext of conducing social campaigns (meaning a person who conducts false social campaigns or political activities, or professes to be engaging in such campaigns and activities, and may conduct violent and unlawful acts and the like in pursuit of illegal interest, and poses a threat to the safety of civil life);

(h) A crime group specialized in intellectual crimes and the like (meaning a group or an individual other than those listed in the above subitems (a) through (g), who uses the force of an organized crime group backed by a relation with the organized crime group, or has a financial relation with an organized crime group and is a core of structural unlawful acts);

(i) A person equivalent to those listed in the above subitems (a) through (h);

(j) A person having a relation where those who fall under any of the above subitems (a) through (i) (hereinafter referred to as the “organized crime group members” in this item) are deemed to control management of such person;

(k) A person having a relation where the organized crime group members are deemed to be substantially involved in the management of such person;

(l) A person having a relation where the person is deemed to unduly utilize the organized crime group members for the purpose of acquiring illicit benefit for itself, its company or third parties, or of causing damage to third parties;

(m) A person having a relation where the person is deemed to be involved in providing funds or convenience to the organized crime group members; or

(n) A person whose officers or staff who are substantially involved in its management have a socially condemnable relation with the organized crime group members.

Article 20 (Covenants of Borrower)

20.1 The Borrower covenants that it performs, at its expense, the matters described in each of the following items on and after the execution date of this Agreement until the Borrower completes the performance of all of its obligations hereunder to the Lenders and the Agent:

(i) If any event stipulated in each item of paragraph 1 or each item of paragraph 2 of Article 21, or any event constituting such event by notice or passage of time or by both has occurred or will possibly occur, the Borrower shall immediately notify the Agent and All Lenders of such event;

(ii) If the Borrower prepares the Financial Statements, the Borrower shall promptly submit to the Agent and All Lenders a copy of such Financial Statements, provided, however, if the Borrower prepares the Reports, the Borrower shall, promptly upon the submission of the same to the Director General of the competent Finance Bureau, submit a copy of such Reports to the Agent and All Lenders in place of a copy of the Financial Statements. For the avoidance of doubt, if the Borrower discloses the Reports electronically by the Electronic Disclosure System related to the disclosure documents such as the annual securities reports under the Financial Instruments and Exchange Act (the Electronic Data Processing System for Disclosure stipulated in Article 27-30-2 of the Financial Instruments and Exchange Act) (EDINET), such copy is deemed to have been submitted at the time of such disclosure. If the Agent or any of the Lenders requests the Borrower to submit a copy of the Reports, the Borrower shall promptly submit such copy to the Agent or the Lender. Such Financial Statements (or the Reports if the Borrower has prepared the Reports), if prepared, shall be accurate and duly prepared in light of the accounting standards that are generally accepted as fair and appropriate ones in Japan. If the Borrower is obligated to receive an audit on such Financial Statements in accordance with the Laws, the Borrower shall receive a necessary audit;

(iii) If the Borrower has prepared the Financial Statements or the Reports for the accounting periods ending on or after the execution date of this Agreement, the Borrower shall promptly submit to the Agent and All Lenders the documents in the form of Exhibit 4 attached hereto in which the compliance of matters stipulated in the paragraph 1 of Article 30 may be confirmed;

(iv) Upon request from the Agent or the Lender through the Agent, the Borrower shall immediately report

to the Agent and All Lenders the status of properties, management or business of the Borrower, its Subsidiaries and Affiliates, and shall provide benefit necessary to facilitate the investigations thereof;

(v) If any material change has occurred, or will possibly occur by passage of time, to the status of properties, management or businesses of the Borrower, its Subsidiaries or Affiliates, or if any lawsuit, arbitration, administrative procedure, or any other dispute has commenced or will possibly commence against the Borrower, which will or may cause significant effect on the performance of obligations by the Borrower hereunder, the Borrower shall immediately report to the Agent and All Lenders such fact; and

(vi) If any of the items of the preceding Article is found untrue, the Borrower shall immediately report to the Agent and All Lenders of such fact.

20.2 If the Majority Lenders determine that it is necessary to preserve the claims against the Borrower hereunder and request the Borrower through the Agent in writing to preserve such claims, the Borrower covenants that it would immediately offer security interest with the same priority for each Lender and the Agent on the Borrower’s assets designated by the Majority Lenders and the Agent by making such claims of All Lenders and the Agent against the Borrower hereunder the secured claims with the contents and in the form satisfactory to the Majority Lenders and the Agent.

20.3 The Borrower covenants that it complies with each of the following items on and after the execution date of this Agreement until the Borrower completes the performance of all of its obligations hereunder to the Lenders and the Agent:

(i) The Borrower maintains licenses and permits necessary to conduct its principal business, and continue the business in compliance with all Laws;

(ii) The Borrower will not change its principal business;

(iii) Unless otherwise specified in the Laws, the Borrower will not subordinate the payment of all of its debts hereunder to the payment of any unsecured and non-subordinate debts (including any debts that will not be fully collected after the foreclosure sale of the security among the secured loans) or at least treat it with the same priority;

(iv) The Borrower will not, without approval of the Agent and All Lenders, execute reorganization (having the meaning as defined in the item 26 of Article 2 of the Companies Act), merger, company split, share exchange, share transfer, assignment of a whole or a part of its business or assets to third parties (including the assignment for a sale and leaseback transaction), capital reduction, succession to a whole or a part of material business or assets of third parties with respect to the Borrower, its Subsidiaries and Affiliates, which will or may cause significant adverse effect on the performance of obligations by the Borrower hereunder;

(v) The Borrower will not fall under any of the items 10 (a) through (n) of Article 19; and

(vi) The Borrower will not conduct any act falling under any of the following subitems (a) through (e) by itself or by utilizing third parties:

(a) Violent demands;

(b) Unlawful demands beyond legal liability;

(d) Any act that is detrimental to the credibility of the Lenders or the Agent by spreading rumors or using fraudulent means or force, or any act that interferes with the business of the Lenders or the Agent; or

(e) Other acts equivalent to the above subitems (a) through (d).

20.4 (i) The Borrower covenants that it will maintain the amount of net assets in its nonconsolidated balance sheet as of the last day of accounting period of its each fiscal year ending on or after the execution date of this Agreement respectively at 75% or more of the amount of net assets in its nonconsolidated balance sheet as of either the last day of previous accounting period thereof or the last day of accounting period ending in March 2016, whichever the greater.

(ii) The Borrower covenants that it will maintain the amount of net assets in its consolidated balance sheet as

of the last day of accounting period of its each fiscal year ending on or after the execution date of this Agreement respectively at 75% or more of the amount of net assets in its consolidated balance sheet as of either the last day of previous accounting period thereof or the last day of accounting period ending in March 2016, whichever the greater.

(iii) The Borrower covenants that it will not post an ordinary loss for two consecutive fiscal years with respect to the ordinary profit and loss in its nonconsolidated profit and loss statement for the accounting period of its each fiscal year ending on or after the execution date of this Agreement.

(iv) The Borrower covenants that it will not post an ordinary loss for two consecutive fiscal years with respect to the ordinary profit and loss in its consolidated profit and loss statement for the accounting period of its each fiscal year ending on or after the execution date of this Agreement.

18.5 If the Borrower receives service of an order of provisional attachment, preservative attachment or attachment in relation to the Loan Claim, it shall immediately notify All Lenders through the Agent in writing of such service together with a copy of such order.

Article 21 (Event of Acceleration)

21.1 If any of the events described in the items below has occurred, all obligations of the Borrower to All Lenders and the Agent hereunder will become due and payable as a natural consequence without any notice or demand from the Lender or the Agent, and the Borrower shall immediately pay the principal of Individual Loan (or the Aggregate Loan on or after the Consolidation Date of Individual Loans), interest, Settlement Money, and all other money owed by the Borrower hereunder in accordance with the provisions of Article 17, whereby the Lending Obligations of All Lenders will be extinguished:

(i) If any payment by the Borrower has been suspended, or if a petition of commencement of bankruptcy procedures, commencement of civil rehabilitation procedures, commencement of corporate reorganization procedures, commencement of special liquidation, or commencement of any other similar legal arrangement procedures (including similar petition filed outside Japan) against the Borrower is submitted;

(ii) If the Borrower adopts the resolution for dissolution or receives an order of dissolution (excluding the dissolution of the Borrower resulting from an absorption-type merger or an consolidation-type merger);

(iii) If the Borrower abolishes its business;

(iv) If the Borrower receives a disposition to suspend transactions with a clearinghouse or a disposition to suspend transactions from densai.net Co., Ltd., or receives similar measures from other electronic credits recording institution; or

(v) If any order or notice of provisional attachment, preservative attachment or attachment (including any similar procedures outside Japan) has been sent out, or if any lawsuit that orders an enforcement of preservative attachment or attachment has been filed, with respect to the deposit claims or other claims held by the Borrower against the Lender.

21.2 If any of the events described in the items below has occurred, all obligations of the Borrower to All Lenders and the Agent hereunder will become due and payable upon notice from the Agent to the Borrower under the request of the Majority Lenders, and the Borrower shall immediately pay the principal of Individual Loan (or the Aggregate Loan on or after the Consolidation Date of Individual Loans), interest, Settlement Money, and all other money owed by the Borrower hereunder in accordance with the provisions of Article 17, whereby the Lending Obligations of All Lenders will be extinguished:

(i) If the Borrower has delayed the performance of a whole or a part of its monetary obligations to the Lender or the Agent whether under this Agreement or not;

(ii) If any matter described in each of the items of Article 19 has been found untrue;

(iii) Except for the case described in the item (i) of this paragraph, if the Borrower has breached any of its

obligations hereunder (provided, however, if the breach has not been remedied for ten or more Business Days after the occurrence thereof in the case of breach that could be remedied);

(iv) If any order or notice of attachment, provisional attachment, preservative attachment or provisional disposition (including any similar procedures outside Japan) has been sent out, or if auction procedures have commenced, with respect to the subject of security offered by the Borrower to the Lender;

(v) If any of the outstanding corporate bonds issued by the Borrower have become due and payable before the original due date;

(vi) If the Borrower has delayed the performance of a whole or a part of its monetary obligations other than those hereunder or if such monetary obligations have become due and payable before the original due date, or if the Borrower has delayed the performance of a whole or a part of its guarantee obligations on debts owed by third parties though the performance obligations thereof has occurred;

(vii) If the Borrower has suspended its business or received dispositions such as suspension of business from the competent government authorities;

(viii) If a petition for special conciliation is filed; or

(ix) Except for each of the preceding items, if the status of business or assets of the Borrower deteriorates or may deteriorate and thereby it is deemed necessary to preserve the claims.

21.3 If the notice dispatched pursuant to the preceding paragraph was delayed or not delivered due to the fault of the Borrower, all obligations of the Borrower hereunder will become due and payable at the time such notice should have been delivered, and the Borrower shall immediately pay the principal of Individual Loan (or the Aggregate Loan on or after the Consolidation Date of Individual Loans), interest, Settlement Money, and all other money owed by the Borrower hereunder in accordance with the provisions of Article 17, whereby the Lending Obligations of All Lenders will be extinguished.

21.4 If the Lender has become aware of the occurrence of any event described in the items (i) through (iv) of the paragraph 1 of this Article or each item of the paragraph 2 of this Article, the Lender shall immediately notify the Agent of such occurrence, and the Agent shall notify all other Lenders of the occurrence of such event. In the event described in the item (v) of the paragraph 1 of this Article, if the Lender, who is the debtor of the claim in such event, has become aware of the occurrence of such event, the Lender shall notify the Borrower, all other Lenders and the Agent of such occurrence thereof.

Article 22 (Offset, Exercise of Security Interest, and Sale by Private Contract)

22.1 If the Borrower is required to perform its obligations to the Agent or the Lender upon due date, acceleration or otherwise, the Agent or the Lender may (a) offset its claims against the Borrower hereunder with the deposit obligations, obligations under an insurance contact or other obligations of the Agent or the Lender to the Borrower, whether or not such obligations are due and payable, regardless of the provisions of the paragraph 2 of Article 17, and (b) omit prior notice and prescribed procedures, receive reimbursement of the deposited amount on behalf of the Borrower, and appropriate this amount to the payment of obligations. The interest, Settlement Money and delay damages for claims and obligations in the case of such offset or appropriation to payment shall be calculated assuming that such claims and obligations will be extinguished on the date of such calculation, and the interest rate or the rate of delay damages shall be in accordance with the provisions of agreement thereon, and the foreign exchange rate at the time of calculation reasonably determined by the Agent or the Lender shall be applied.

22.2 The Borrower may offset its deposit claims, claims under an insurance contract or other claims against the Agent or the Lender that have become due with its obligations hereunder owed to the Agent or the Lender that have become due regardless of the provisions of the paragraph 2 of Article 17 only if the Borrower necessarily preserve such claims. In this case, the Borrower shall give written offset notice and promptly

submit to the Agent or the Lender the certificates of deposit claims, claims under an insurance contract or other claims being offset and the passbook affixed with the registered seal. The interest and delay damages for claims and obligations in the case of such offset shall be calculated assuming that such claims and obligations will be extinguished on the delivery date of such offset notice, and the interest rate or the rate of delay damages shall be in accordance with the provisions of agreement thereon, and the foreign exchange rate at the time of calculation reasonably determined by the Agent or the Lender shall be applied.

22.3 If the Borrower is required to perform its obligations to the Agent or the Lender upon due date, acceleration or otherwise, the Agent or the Lender may exercise its security interest (including the collection through real subrogation, receipt of substitute performance of assets on which security interest is established, or private disposition of such assets; hereinafter referred to as “Exercise of Security Interest”) regardless of the provisions of the paragraph 2 of Article 17.

22.4 If the Borrower is required to perform its obligations to the Agent or the Lender upon due date, acceleration or otherwise regardless of the provisions of the paragraph 2 of Article 17, the Borrower may, with prior written notice to the Agent, sell by private contract the assets subject to the security interest granted in favor of the Agent or the Lender, pay the money received directly to the Agent or the Lender as the performance of obligations hereunder, or make payment in substitution with the assets subject to the security interest granted in favor of the Agent or the Lender as the performance of obligations hereunder. Such payment may be deemed to be the performance of obligations hereunder.

22.5 If the principal of each Individual Loan (or each Loan on or after the Consolidation Date of Individual Loans) of the Lender is repaid or offset on the date other than the Interest Payment Date for reasons not attributable to the Lender (including, but not limited to, the case where the principal of each Individual Loan (or each Loan on or after the Consolidation Date of Individual Loans) ceases to exist by offset pursuant to the paragraph 1 of this Article), and in the case that the reinvestment interest rate of each Individual Loan (or each Loan on or after the Consolidation Date of Individual Loans) being repaid or offset is lower than the interest rate applied for the Interest Rate Calculation Period that includes the date of such repayment or offset of each Individual Loan (or such each Loan on or after the Consolidation Date of Individual Loans), the Borrower shall pay to the Lender the Settlement Money in relation to such repayment or offset on the same day as the date of such repayment or offset in accordance with the provisions of Article 17 unless otherwise provided herein.

22.6 If an offset or appropriation to repayment is made pursuant to the paragraph 1 or 2 of this Article, or if the security interest is exercised pursuant to the paragraph 3 of this Article, or if the assets subject to the security interest are sold by private contract or accepted as substitute performance pursuant to the paragraph 4 of this Article, the Lender shall, for the paragraphs 1 and 3 of this Article, and the Borrower, for the paragraphs 2 and 4 of this Article, shall promptly notify the Agent in writing of the details thereof. If any Damages are incurred by the Lender or the Agent due to delay of such notice without any reasonable cause, either the Lender who has failed to give such notice or the Borrower who has failed to give such notice shall bear such damages.

Article 23 (Arrangement among Lenders and Agent)

23.1 If the obligations of the Borrower against any of the Lenders hereunder has been extinguished without following the provisions of Articles 17 and 18 (excluding the cases of offset or appropriation to repayment under the paragraph 1 or 2 of the preceding Article) (hereinafter such Lender is referred to as the “Obligation Ceasing Lender” in this paragraph), unless otherwise provided hereunder, All Lenders and the Agent shall make an arrangement among the Lenders and the Agent by assigning claims or receiving claims pursuant to the provisions of each of the following items or through other reasonable measures so as to obtain the same

results as the cases where the repayment is made pursuant to the provisions of Articles 17 and 18 and the obligations to the Agent and the Lenders are extinguished. If agreement of All Lender and the Agent to such assignment of claims, receipt of claims or other reasonable measures, All Lenders shall follow the measures determined by the Agent at its discretion, provided, however, if the claim is to be assigned as the matter of arrangement among the Lenders and the Agent stipulated in this paragraph (including, but not limited to, the cases stipulated in the item 2 of this paragraph), the Lender who will be the Assignor of such claim may refuse such assignment:

(i) When assuming that the amount in relation to extinguishment of the obligations has been paid to the Agent at the time of the extinguishment of obligations pursuant to the provisions of the paragraph 1 of Article 17, the Agent shall specify the claim the payment of which other Lenders and the Agent (hereinafter referred to as the “Other Lenders” in this paragraph) would have received pursuant to the provisions of Articles 17 and 18, and calculate the amount thereof;

(ii) The Obligation Ceasing Lender shall purchase from such Other Lenders at the face value the part of claims equivalent to the amount calculated by the Agent pursuant to the preceding item among the claims of Other Lenders specified by the Agent pursuant to the preceding item; and

(iii) If the purchase of claim stipulated in the preceding item is made, Other Lenders who sold such claim shall, at their own expense, notify the Borrower with an instrument bearing a certified date specified in Article 467 of the Civil Code promptly after the sale of such claim.

23.2 Notwithstanding the preceding paragraph, in the case of the following items, the arrangement among the Lenders and the Agent stipulated in the preceding paragraph will not be made and only the relevant Lenders shall receive the repayment:

(i) If the security interest is exercised by the Lender;

(ii) If the Lender receives any repayment of claims it has against the Borrower hereunder with respect to its security interest as a result of compulsory execution or auction for Exercise of Security Interest by a third party;

(iii) If the obligations hereunder are extinguished as a result of offset or appropriation to repayment pursuant to the provisions of the paragraph 1 or 2 of the preceding Article; and

(iv) If a sale by private contract of the assets subject to the security interest granted in favor of the Lender is made pursuant to the provisions of the paragraph 4 of the preceding Article and the money received is paid directly to the Lender for the performance of obligations hereunder, or if repayment is made by substitute performance with the assets on which security interest is established in favor of the Lender and the obligations hereunder to the Lender are extinguished.

ARTICLE24 RIGHTS AND OBLIGATIONS OF THE Agent

24.1. The Agent shall conduct its Agent service on behalf of all Lenders and exercise its powers under the entrustment of all Lenders, and exercise its powers admitted by the Agent as commonly required and appropriate in conducting its Agent service. The Agent shall not have any obligations other than explicitly provided in each article hereunder, or shall not be liable for the failure of the Lenders to perform its obligations hereunder. Furthermore, the Agent is the agent of the Lenders so that the Agent shall not act as an agent of the Borrower unless otherwise provided.

24.2. The Agent may rely on the correspondence, documents and papers (including the Application Form for Borrowing received by facsimile from the Borrower in accordance with the Section4.1.) which are considered as true and correct and signed or placed signatures and seals by an appropriate person, and may perform relying on the statements or instructions submitted by the experts reasonably appointed by the Agent to the extent required with respect to this Agreement.

24.3. The Agent shall fulfill its obligations and exercise its powers hereunder with the due care of a prudent manager.

24.4. The Agent or its officers, employees or agents shall not be liable to the Lenders for any acts or omissions in connection with this Agreement, unless caused intentionally or by gross negligence hereunder. The Lenders shall jointly and severally indemnify Agent for any liability and damage assumed and incurred by the Agent to fulfill its obligations hereunder, including but not limited to the costs and expenses incurred to avoid and recover the loss or damage (including attorney’s fee) as long as not reimbursed by the Borrower. Provided, however, that if the Agent concurrently serves as the Lenders, the Lenders excluding the Agent shall jointly and severally indemnify Agent for the balance after deducting the amount shared pro rata in accordance with the participating proportion of such Lenders concurrently serving as the Agent (in case the Lenders who is not able to indemnify is included, the proportion after divided by the total of the participating proportion of the Lenders excluding such Lenders from the participation proportion of the Lenders concurrently serving as the Agent) from aforementioned costs and expenses.

24.5. With the written instruction of the Lenders, the Agent may perform an act pursuant to such instruction which is lawful. In this case, the Agent shall not be liable to the Borrower or the Lenders for any consequences of the act.

24.6. Unless notified of the events in Section21.1 or Section21.2, or the events constituting such events by notification and/or time passage, the Agent shall be deemed not to have known the existence of such events.

24.7. The Agent makes no warranty with the validity of this Agreement and any representations herein. The Lenders shall execute this Agreement on its own decision after reviewing the credit of the Borrower or other necessary matters based on the documents and information it deemed as appropriate, and shall conduct the transaction intended herein.

24.8. If the Agent concurrently serves as the Lenders, its rights and obligations of the Lenders shall be equivalent to those of the other Lenders irrespective of its obligations of the Agent hereunder. And, the Agent may conduct generally admitted banking transactions with the Borrower outside of this Agreement. Meanwhile, the Agent shall be under no obligation to disclose to the other Lenders the information of the Borrower obtained in the course of the transaction outside this Agreement (the information received from the Borrower shall be deemed as the information obtained in the course of the transactions outside this Agreement), or no obligation to distribute to the other Lenders the amount paid by the Borrower in the transaction with the Borrower outside this Agreement.

24.9. In calculating the amount of each Several Lending Disbursement and the distribution amount to the Lenders　pursuant to Article18, any fractions less than one (1) yen of the distribution amount to the Lenders other than the Lenders appointed by the Agent(hereunder, “Calculating Fractions Lenders” in this Section, provided that the Lenders concurrently serving as the Agent shall be the Calculating Fractions Lenders if the Agent concurrently serves as the Lenders) shall be rounded off, and the distribution amount to the Calculating Fractions Lenders shall be the amount deducted the distribution amount to the other Lenders from the total distribution amount. The necessary calculation of any fractions less than one (1) yen hereunder shall be subject to the manner the Agent deems as appropriate. As for fractions, the amounts and the number of shares are rounded down, whereas ratios and other values are rounded off.

24.10. The decision on the interest, Interest Calculation Period and due date included in the notification from the Agent to the Borrower or the Lenders, and other decisions and the amount paid based on this Agreement shall bind the Borrower and the Lenders as fixed and firm terms, unless any explicit errors.

24.11. If the Agent receives the notification from the Borrower to be notified to the Lenders hereunder, the Agent shall promptly notify its contents to all Lenders. And if the Agent receives the notification from the Lenders to be notified to the Borrower or the other Lenders, the Agent shall promptly notify its contents to each of the Borrower and all Lenders. The Agent shall make available for inspection by the Lenders the documents received from the Borrower and kept by itself during the standard business hours of the Agent.

ARTICLE25 RISIGNATION AND DISMISSAL OF THE Agent

25.1 The procedure to resign the Agent shall be as follows.

(i) The Agent may resign by written notification to all Lenders and the Borrower. Provided, however, that such resignation shall not be effective until the successor Agent is appointed and accepts such appointment.

(ii) If the notification in Section 25.1(i) is made, Majority of Lenders shall appoint the successor Agent after obtaining approval of the Borrower.

(iii) If the successor is not appointed within thirty (30) days from the date of notification in above Section25.1(i), or the person appointed by Majority of Lenders does not accept such appointment, the incumbent Agent may the successor Agent on behalf of the Majority of Lenders.

25.2 The procedure to dismiss the Agent shall be as follows.

(i) Majority of Lenders may dismiss the Agent by written notification to all of the Lenders, the Borrower and the Agent. Provided, however, that such dismissal shall not be effective until the successor Agent is appointed and accepts such appointment.

(ii) If the notification is Section 25.2(i) is made, Majority of Lenders shall appoint the successor Agent after obtaining approval of the Borrower.

25.3 If the person appointed as the successor Agent under Section25.1 or 25.2 accepts the appointment, the former Agent shall deliver all documents filed by such person as an Agent to the successor Agent and provide all cooperation necessary for the successor Agent to fulfil its obligations hereunder as the Agent.

25.4 The successor Agent shall assume the rights and obligations of the former Agent and the former Agent shall be released from all obligations of the Agent at the same time as assuming the post of the Agent. Provided, however, that the provisions hereunder shall continue to affect effectively to the performance (including omission) the former Agent conducted during its tenure.

25.5 Notwithstanding above Section25.1 to Section25.4, the Agent may resign by forming a consensus with the Majority of Lenders if falling under either of the following subsections. If the Agent has resigned pursuant to this Section25.5, such Agent who resigned shall promptly notify to the Borrower and the Borrower shall not make any objections against such resignation. Even if the Agent has resigned pursuant to this Section25.5, the Borrower shall not be released from the payment obligations of the agent fee already incurred.

(i)In the event that any petitions for the commencement of bankruptcy proceedings, civil rehabilitation proceedings, corporate reorganization proceedings, special liquidation proceedings or other similar legal insolvency proceedings (including any similar petitions overseas) are filed.

(ii) In the event that the Borrower fails to pay the agent fee and despite of reasonable day of notice, the Borrower still fails to pay within such period.

ARTICLE26 GATHERING Majority of Lenders’ DECISIONS

26.1 The procedure of gathering Majority of Lenders’ decisions shall be as follows;

(i) The Lenders may notify the Agent to require gathering Majority of Lenders’ decisions if it deems the event requiring the instructions by the Majority of Lenders set forth herein occurs.

(ii) The Agent notified above (i) shall promptly all Lenders to gather many Lenders’ decisions.

(iii) The Lenders notified above (ii) shall make its decision on such event and shall notify its contents to the Agent within five (5) business days.

(iv) In case where the Majority of Lenders’ decisions are gathered in accordance with above (i) (ii) (iii), the Agent shall promptly notify all Lenders of its contents as instructions by the Majority of Lenders.

26.2 The Agent may notify all Lenders to gather Majority of Lenders’ decisions if it deems the event other than those in Section26.1 which require the gathering Majority of Lenders’ decisions occurs. The procedure after such notification shall be subject to above 26.1(iii) and (iv).

ARTICLE27 MODIFICATION OF THIS AGREEMENT

27.1. This Agreement shall not be modified or altered without any written consent of the Borrower, all Lenders and the Agent.

27.2 Notwithstanding the foregoing, if the successor Agent is not immediately appointed by the mutual consent of the Majority of Lenders pursuant to Section25.5, this Agreement may be modified or altered with the written consent of the Majority of Lenders and the Agent (the Majority of Lenders if the Agent has already resigned) to the extent reasonably required to enable each Lenders to exercise its rights respectively. The party who modified or altered this Agreement pursuant hereto, shall notify its contents of the modification or alteration in writing to the other parties hereto without any delay.

ARTICLE28 TRANSFER OF ITS CONTRACTUAL STATUS

28.1 The Borrower shall not transfer its contractual status or rights and obligations hereunder to any third party without prior written consent of all Lenders and the Agent.

28.2 The Lenders may transfer its contractual status and all of the rights and obligations accompanied to the third party (transfer of any part of its contractual status and rights and obligations accompanied shall not be allowed), only with the consents of all of the other Lenders, the Borrower and the Agent, and meeting all requirements in each of the following subsections, prior to termination of the Lending Obligations (hereinafter the Lenders having transferred shall refer to “Status Transferor” and the person transferred shall refer to “Status Transferee”). Provided, however, that, transfer of the Lending Claim set forth in Article23 or Article29 shall not require above consents. In this case, Status Transferor and Status Transferee shall deliver in the joint names the notification of status transferring with a copy of written consent of all of the other Lenders, the Borrower and the Agent. All of the other Lenders, the Borrower and the Agent shall not unreasonably withhold the consents and the Agent shall notify to all Lenders pursuant to Section32.5 if such

transfer is completed.

(i) If Lending Claim or the other rights of the Status Transferor against the Borrower hereunder are transferred to Status Transferee through such transfer, the consent of the Borrower shall include the consent for such rights (if any), and the date of transfer shall be certified for such consent.

(ii) Status Transferee shall be the Qualified Assignee.

(iii) Such Transfer shall not cause any withholding tax or any increase of the Borrower’s interest against such Status Transferee pursuant to Section17.5 (unless the Lenders transfers its contractual status to its subsidiaries or affiliate companies overseas because the Lenders abolishes its loan service in Japan).

28.3 All costs and expenses resulting from the transfer under above Section28.2 shall be borne by the Status Transferee. Furthermore, the Status Transferor shall pay five hundred thousand (500,000) JPY with consumption tax and local tax to the Agent in consideration of administrative procedure relating to such transfer by the date of transfer.

ARTICLE29 ASSIGNMENT OF Lending Claim ETC.

29.1 Unless otherwise provided herein, the Lenders may assign all Lending Claim (assignment of any part of Lending Claim shall not be allowed) of either Each Several Lending (or Each Lending on and after the Several Lending Integrating Date) , all relevant rights and obligations and other contractual status only if the Lending Obligations has been fulfilled and all requirement in the following (i) to (iii) are applicable. Assignor and Assignee shall meet requirements for opposition to any third party and to debtors, and Assignor and Assignor shall immediately notify the Agent of the fact of such assignment. Such notification shall be conducted by delivering a letter of assignment of rights. All of the other Lenders, the Borrower and the Agent hereby agree to such assignment. In this case, in applying each provision hereunder concerning such Lending Claim and all relevant rights and obligations and other contractual status, Assignee shall be treated as Lenders.

(i) For assigned Lending Claim and all relevant rights and obligations and other contractual status, Assignee shall be bound to each provisions concerning assigned Lending Claim and all relevant rights and obligations and other contractual status hereof.

(ii) Assignee shall be the Qualified Assignee.

(iii) Such assignment shall not cause any withholding tax or any increase of the Borrower’s interest against such Assignee pursuant to Section17.5 (unless the Lenders assigns to its subsidiaries or affiliate companies overseas because the Lenders abolishes its loan service in Japan).

29.2 All costs and expenses resulting from the assignment under above Section29.1 shall be borne by Assignee. Furthermore, Assignee shall pay five hundred thousand (500,000) JPY with consumption tax and local tax to the Agent in consideration of administrative procedure relating to such assignment by the date of assignment.

ARTICLE30 COLLECTION FROM THIRD PARTY

30.1 Unless any prior written consent of the Agent and all Lenders, the Borrower shall not appoint any third party as a guarantor for the liabilities hereunder (including real guarantee but excluding the real guarantee as revolving guarantee or revolving collateral), or shall not allow any third party to assume any liabilities hereunder or its fulfillment after and including the execution date of this Agreement.

30.2 As for the repayment of any liabilities hereunder by any third party, the Lenders may receive such repayment from the third party only if such repayment meets all of the following requirements (provided that only the requirement provided in this Section30.2(i) shall be met in case of exercise of any security interest created by a third-party pledger, repayment by the amount received from any private sale of the property for which a third-party pledger creates a security interest, or repayment by substitute performances using the property for which a third-party pledger creates a security interest.) If the Lenders receives the repayment from any third party pursuant to this Section, such Lenders shall immediately notify the Agent of such repayment in the joint names of the Lenders and such third party, and in the sole name of the Borrower. Section17.2 shall not apply to the repayment pursuant to this Section30.2, and the adjustment between the Lenders and the Agent provided in Section23.1 shall not be conducted.

(i) If the third party exercise its rights to reimbursement obtained as a result of such repayment, or rights obtained by subrogation of the Lenders, such rights to reimbursement and rights obtained by subrogation shall be treated equivalently as rights regarding such repayments, and such third party shall accept by written form that the third party is bound to each provisions hereof to the extent, and provide such form to the Agent for the Lenders and the Agent.

(ii) The third party shall be the Qualified Assignee and shall not be the subsidiary or the affiliate company of the Borrower, or the Borrower shall not be the subsidiary or the affiliate company of such third party.

(iii) If the repayment is the repayment of either of obligations concerning any loan of Each Several Lending (but the Each Lending on and after Several Lending Integrating Date), total amount of such Lending Claim shall be repaid.

(iv) Such repayment shall not result in any withholding tax, or any increase of the interest amount pursuant to Section17.5.

If any third party exercise its rights to reimbursement or obtain the Lending Claimby subrogation, such acquisition of the rights to reimbursement or acquisition by subrogation shall be deemed as an assignment of the Lending Claim under above Article29 so that Section29.2 shall apply mutatis mutandis.

ARTICLE31 TERMINATION OF Lending Obligations

If either of the following events occurs, Lending Obligations of all Lenders shall be extinguished. If the event set forth in (ii) of the following events occurs, the Borrower shall immediately pay its debt hereunder in accordance with Article17. The relevant provisions of this Agreement shall remain in force until the Borrower completes its obligations hereunder.

(i) if the Due Date has passed;

(ii) if the Borrower loses the benefit of time pursuant to Article21;

(iii) if the Borrower terminate its Lending Obligations pursuant to Section2.5; or

(iv) if the total of the Unused Amount of Lending Limit has reduced to zero (0).

ARTICLE32 GENERAL CONDITIONS

32.1 Confidentiality

The Borrower shall not make any objections to the disclosure with respect to the following;

(i) if any failure of each Several Lending is notified under Section7.1, or any events set forth in each subsection in Section21.1 or Section21.2 or any events constituting such events by notification and/or time passage are occurred, or it is necessary to gather Majority of Lenders’ decisions under Article26, the Agent and the Lenders mutually disclose the information regarding the Borrower and the

transactions with the Borrower obtained in connection with this Agreement or any agreements other than this Agreement to the extent reasonably required;

(ii) In transferring the contractual status under Article28 or in assigning the Lending Claim under Article29, the Lenders discloses the information concerning this Agreement to the Assignee (including the transferee in Article28) and any person who is considering to be assigned or transferred (including the person who conducts agency business for such assignment or transfer), provided that the Lenders shall impose confidential information to those who disclosed. For the avoidance of doubt, the information concerning this Agreement means the information with respect to the Borrower’s credit obtained in connection with this Agreement, the contents of this Agreement and its supplementary information, and the contents of the Lending Claim subject to assignment and its supplementary information, excluding the information with respect to Borrower’s credit obtained in connection with any agreement other than this Agreement.

(iii) The Lenders or the Agent discloses the information concerning this Agreement to the extent reasonably required in accordance with any applicable laws, or any order, direction, request by any administrative authorities, judiciary authorities or other authorities concerned, central bank, self-censorship organizations, or discloses such information only to attorneys, judicial scriveners, certified public accountants, audit corporations, tax accountants, rating agencies or other experts who need to be disclosed such confidential information in the performance of their duty. Furthermore, the Lenders or the Agent discloses the information concerning this Agreement to its parent company, subsidiaries and affiliate companies for the purpose of internal control, and to the necessary and appropriate extent.

32.2 Risk of loss, Disclaimer and Remedy and Indemnification

(i) If the documents submitted by the Borrower to the Agent or the Lenders should be lost, extinguished or damaged due to circumstances beyond its control such as incidents and disasters, the Borrower shall discuss with the Agent and shall perform its obligations hereunder on the basis of the records such as books and slips of the Agent or the Lenders. And, the Borrower shall promptly prepare substitute documents and submit them to the Agent or the Lenders　through the Lenders, as required by the Agent or the Lenders through the Agent.

(ii) If any accidents such as counterfeiting, falsification or plagiarism of a seal occur in the transactions in which the Lenders or the Agent has checked the signature or seal of Borrower’s representative or agent for use in the transaction hereunder against the signature or seal previously the Borrower notified, and such accidents result in any loss or damage, the Borrower shall bear such loss or damage.

(iii) Even if the Borrower should bear any loss or damages by any actions of the Lenders or the Agent allowed hereunder (including making decision not to perform each Several Lending, notifying the Borrower pursuant to Section21.2 or disclosing the information under Section32.1(i)) for the reason that the Borrower breaches any provisions hereof or that any of the Subsections in Article19 is untrue (including that the matters stipulated in Section19(x) (a) to (n) are not true or that the Borrower breaches Section20.3(v) or (vi), and hereinafter the “Borrower’s Breach”), the Borrower shall not claim against the Lenders or the Agent whatsoever. Any loss or damage incurred by the Lenders or the Agent due to the Borrower’s Breach or the failure of the Lenders to indemnify under Section24.4 shall be borne by the Borrower.

32.3 Severability of this Agreement

If any part of the provisions of this Agreement should be or become illegal or unenforceable, the validity, legality and enforceability of the remaining conditions shall not be impaired or affected.

32.4 Priority over Transaction Agreements”

If there should be any conflicts between the provisions in this Agreement and any banking agreement submitted by the Borrower to the Lenders separately, or executed between the Borrower and the Lenders separately or other general agreement on financial transactions (hereinafter, “Transaction Agreements” for the purpose of this Section), the

provision shall control and prevail such Transaction Agreements. And if any matters not stipulated herein shall be provided in such Transaction Agreements, the Transaction Agreements shall apply with respect to the matter.

32.5 Notices

(i) All notices hereunder shall be by written form and specify that the notice is based on this Agreement, and shall be made to the contact address listed in the Appendix1 attached hereto by either way of the following (a) to (d);

(a) direct delivery;

(b) registered mail or courier service;

(d) exchange mail service(only limited to the notices between the Lenders and the Agent).

(ii) All notices sent, or to be sent, in accordance with above 32.5(i), shall be considered as delivered when the receipt of the notice is confirmed on sender’s facsimile where sent by facsimile and when the notice is actually received where sent by other ways.

32.6 Changes of the matters to be notified

(i) The Lenders and the Borrower shall promptly notify the Agent in written form if they change their trade name or corporate name, representative, agent, signature, seal, address or other matters to be notified to the Agent.

(ii) If the notice is delayed or not reached due to failure of the notification of above (i), the notice shall be deemed reached when it should have been reached generally.

32.7 Fund Settlement

Any fee and expenses of any payments from any of the parties hereto to the other party/parties hereunder shall be borne by the party who pays.

32.8 Computation of Interest

Unless otherwise clearly provided herein, interest hereunder shall be computed on the basis of a year of 365 days and paid for the actual number of days elapsed (including the first day but excluding the last day), and disregarding amounts of less than one (1) JPY. Division shall be carried out in the last.

32.9 Preparation of Notary Deed

The Borrower shall take the required measure to draft a notarial deed clearly states acceptance of the obligations hereunder and their enforceability whenever required by the Agent or the Majority of Lenders.

32.10 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with Japanese law and the court of non-excluding jurisdiction for all disputes arising with regards to this Agreement shall be the Tokyo District Court.

32.11 Language

This Agreement shall be made in Japanese and only such Japanese version shall be the official governing version.

32.12 Consultation

Matters not stipulated in this Agreement and matters of doubt arising in the interpretation or application of this Agreement shall be settled in good faith between the Borrower and the Lenders through the Agent.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed or to be placed their signatures and seals thereon by their representatives or the agents of their representatives in one (1) original. The original shall be kept by the Agent and the Lenders and the Borrower shall receive a copy thereof from the Agent.

July 26, 2016

Borrower (address, signature and seal)

FRONTEO, Inc.

Lenders concurrently serving as Agent (address, signature and seal)

The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Lenders (address, signature and seal)

Sumitomo Mitsui Banking Corporation

Lenders (address, signature and seal)

The Bank of Yokohama, Ltd.

Lenders (address, signature and seal)

Mizuho Bank, Ltd.

Lenders (address, signature and seal)

Risona Bank, Limited.

Appendix1 (List of Parties)

List of Parties

1. Borrower

trade name/ name

FRONTEO, Inc.

address

2-12-23, Kounan, Minato-ku, Tokyo

Contact address

7F Meisan Takahama building, 2-12-23, Kounan, Minato-ku, Tokyo 108-0075

TEL:03-5463-6344

FAX:03-5463-6345

2. Agent

trade name/ name

The Bank of Tokyo-Mitsubishi UFJ, Ltd

address

2-7-1, Marunouchi, Chiyoda-ku, Tokyo

contact address

JP Tower 2-7-1, Marunouchi, Chiyoda-ku, Tokyo 100-0005

Administration Office, Financial Solution Division

TEL:03-6259-7689

FAX:03-5252-5941

3. Lenders

(i)

trade name/ name	The Bank of Tokyo-Mitsubishi UFJ, Ltd
address	2-7-1, Marunouchi, Chiyoda-ku, Tokyo
loan office	Sinagawa station branch office
contact address	2-16-2, Kounan, Minato-ku, Tokyo 108-0075 First Corporte Division, Shinagawa station branch office TEL:03-6716-1010 FAX:03-6716-1012
credit	\400 million JPY

(ii)

trade name/ name	Sumitomo Mitsui Banking Corporation
address	1-1-2, Marunouchi, Chiyoda-ku, Tokyo
loan office	Gotanda Corporate Sales Division
contact address	1-14-10, Higashi-Gotanda, Sinagawa-ku, Tokyo 141-0022 Second Sales Group, Gotanda Corporate Sales Division TEL:03-3443-6617 FAX:03-3442-7914
credit	\200 million JPY

(iii)

trade name/ name	The Bank of Yokohama,Ltd.
address	3-1-1, Minatomirai, Nishi-ku, Yokohama, Kanagawa
loan office	Tamachi Branch Office
contact address	2F Yajima Building, 3-13-1, Shibaura, Minato-ku, Tokyo 108-0023 Tamachi Branch Office TEL:03-3474-2965 FAX:03-3474-2926
credit	\200 million JPY

(iv)

trade name/ name	Mizuho Bank,Ltd.
address	1-5-5, Ohteachi, Chiyoda-ku, Tokyo
loan office	Shinagawa Branch Office
contact address	2-2-7, Minami-Shinagawa, Shinagawa-ku, Tokyo 140-0004 Second Liaison Division, Shinagawa Branch Office
credit	\100 million JPY

(v)

trade name/ name	Resona Bank, Limited.
address	2-2-1, Bingo-cho, Chuo-ku, Osaka-city, Osaka
loan office	Shinagawa Branch Office

Appendix2 (repayment schedule)

Repayment Schedule

Principal Repayment Date

The last day of August, 2017

The last day of September, 2017

The last day of October, 2017

The last day of November, 2017

The last day of December, 2017

The last day of January, 2018

The last day of February, 2018

The last day of March, 2018

The last day of April, 2018

The last day of May, 2018

The last day of June, 2018

The last day of July, 2018

The last day of August, 2018

The last day of September, 2018

The last day of October, 2018

The last day of November, 2018

The last day of December, 2018

The last day of January, 2019

The last day of February, 2019

The last day of March, 2019

The last day of April, 2019

The last day of May, 2019

The last day of June, 2019

The last day of July, 2019

The last day of August, 2019

The last day of September, 2019

The last day of October, 2019

The last day of November, 2019

The last day of December, 2019

The last day of January, 2020

The last day of February, 2020

The last day of March, 2020

The last day of April, 2020

The last day of May, 2020

The last day of June, 2020

The last day of July, 2020

The last day of August, 2020

The last day of September, 2020

The last day of October, 2020

The last day of November, 2020

The last day of December, 2020

The last day of January, 2021

The last day of February, 2021

The last day of March, 2021

The last day of April, 2021

The last day of May, 2021

The last day of June, 2021

The last day of July, 2021

The last day of August, 2021

The last day of September, 2021

The last day of October, 2021

The last day of November, 2021

The last day of December, 2021

The last day of January, 2022

The last day of February, 2022

The last day of March, 2022

The last day of April, 2022

Exhibit 1 (Application for Loan)

Application for Loan

Date:

Dear Lenders

(Here “Lenders” mean the Lenders set forth herein at the time of submitting this letter. The same applies hereinafter.)

Attention: Agent Administration Office, Financial Solution Division

The Bank of Tokyo-Mitsubishi UFJ, Ltd

(Signature and Seal)

(Borrower)

FRONTEO, Inc. Term Loan Agreement with Commitment Perion for one (1) billion JPY

In accordance with Article4 of the Term Loan Agreement with Commitment Period, dated July 26, 2016 for FRONTEO, Inc. (hereinafter the “Borrower”) through The Bank of Tokyo-Mitsubishi UFJ, Ltd as an Agent (hereinafter “this Agreement”), we, as a Borrower, hereby require execution of this Several Lending to be executed on the following date and for the amount of this Several Lending.

Desired Execution Date:

Amount of the this Several Lending: JPY

The Borrower shall represent and warrant that, as of the Desired Execution Date of the this Several Lending, (i) events stipulated in each subsection in Section19 are true and correct, and (ii) any events stipulated in each subsection of Section21.1 or Section21.2 hereof, or any events constituting such events by notification and/or time passage do not occur or execution of the this Several Lending do not cause such events.

Any term in this letter has same meaning as the terms define in this Agreement except otherwise defined in this letter.

Exhibit 2 (Confirmation Letter)

Confirmation Letter

Date:

Dear Lenders

(Here “Lenders” mean the Lenders set forth herein at the time of submitting this letter.)

Attention: Agent Administration Office, Financial Solution Division

The Bank of Tokyo-Mitsubishi UFJ, Ltd

(Signature and Seal)

(Borrower)

FRONTEO, Inc. Term Loan Agreement with Commitment Perion for one (1) billion JPY

With respect to execution of Term Loan Agreement with Commitment Period, dated July 26, 2016 for FRONTEO, Inc.(hereinafter the “Borrower”) through The Bank of Tokyo-Mitsubishi UFJ, Ltd as an Agent(hereinafter “this Agreement”), and loan hereunder, the Borrower, hereby confirm that all necessary procedures are completed in accordance with any laws or ordinances and any company rules of the Borrower.

Any term in this letter has same meaning as the terms define in this Agreement except otherwise defined in this letter.

Exhibit 3 (Receipt)

Receipt

Date:

Dear Lenders

(Here “Lenders” mean the Lenders listed below. The same applies hereinafter.)

Attention: Agent Administration Office, Financial Solution Division

The Bank of Tokyo-Mitsubishi UFJ, Ltd

(Signature and Seal)

(Borrower)

FRONTEO, Inc. Term Loan Agreement with Commitment Perion for one (1) billion JPY

/ Receipt of Loan

We, borrowed from each Lenders as follows and confirmed the loan today.

Total Loan Amount JPY

Lenders

Loan Amount

The Bank of Tokyo-Mitsubishi UFJ, Ltd

Sumitomo Mitsui Banking Corporation

The Bank of Yokohama,Ltd.

Mizuho Bank,Ltd.

Resona Bank, Limited.

JPY

Exhibit 4

(Report on Compliance Status regarding the provision of Collection from the Third Party)

Report on Compliance Status regarding the provision of Collection from the Third Party

Date:

Dear Lenders

(Here “Lenders” mean the Lenders set forth herein at the time of submitting this report. The same applies hereinafter.)

Attention: Agent Administration Office, Financial Solution Division

The Bank of Tokyo-Mitsubishi UFJ, Ltd

(Signature and Seal)

(Borrower)

FRONTEO, Inc. Term Loan Agreement with Commitment Perion for one (1) billion JPY

In accordance with Section20.1(iii) of Term Loan Agreement with Commitment Period, dated July 26, 2016 for FRONTEO, Inc.(hereinafter the “Borrower”) through The Bank of Tokyo-Mitsubishi UFJ, Ltd (hereinafter the “Agent”) as an Agent(hereinafter “this Agreement”), we, report as follows the compliance status on the matters provided in Section30.1 for a period from and including [the execution date of this Agreement / starting date of the applicable fiscal period in Section1 below] [*Select the execution date of this Agreement for the first report] up to and including the submission date of this report (hereinafter the “Report Period”).

Any term in this letter has same meaning as the terms define in this Agreement except otherwise defined in this letter.

Applicable Fiscal Period: The fiscal period ending in Month/ Year.

Report regarding the provision of Collection from the Third Party in Section30.1 for the Report Period.

We do not appoint any third party as a guarantor for the liabilities hereunder (including real guarantee but excluding the real guarantee as revolving guarantee or revolving collateral), or we do not allow any third party to assume any liabilities hereunder or its fulfillment.

We appointed a third party as a guarantor for the liabilities hereunder (including real guarantee but excluding the real guarantee as revolving guarantee or revolving collateral), or we allowed a third party to assume the liabilities hereunder or its fulfillment, but we obtained prior written consents of the Agent and all Lenders.