EX-4.17 Pledge Agreement, Dated march 14, 2003



 



(Translation)


Agreement for Establishment of Pledge

(for Joint Ownership)



March 14, 2003

Contract No. 02-155678-00-00-0




	 	 
	Debtor cum Pledgor:

	 	Koichi Suzuki, Representative Director (seal)

	 	Internet Initiative Japan Inc.

	 	13, Kanda-Nishikicho 3-chome

	 	Chiyoda-ku, Tokyo

	Pledgee [Manager]:

	 	Yozo Okumoto, Representative Director and President (seal)

	 	IBJ Leasing Co., Ltd.

	 	3-19, Kyobashi 2-chome

	 	Chuo-ku, Tokyo

	Pledgee [Non-Manager]:

	 	Hiroshi Hashimoto, Representative Director (seal)

	 	Nissay Leasing Company, Limited

	 	6-1, Hacchobori 2-chome

	 	Chuo-ku, Tokyo




The above pledgee [manager] (hereinafter referred to as the “Pledgee
[Manager]”), the pledgee [non-manager] (hereinafter referred to as the “Pledgee
[Non-Manager]” and the Pledgee [Manager] and the Pledgee [Non-Manager] shall
hereinafter collectively be referred to as the “Pledgees”) and the debtor cum
pledgor (hereinafter referred to as the “Pledgor”) hereby enter into an
agreement as follows with regard to establishment of pledge. IN WITNESS
WHEREOF, the parties hereto execute this Agreement in their number, and each
party shall retain one original respectively.


 






 


(Translation)


Article 1 (Establishment of Pledge)




	(1)	 	The Pledgor, in order to secure liabilities for installment redemption
and damages and all other debts (hereinafter referred to as the “Original
Debt”) that the Pledgor owes to the Pledgees under the Agreement for
Entrustment of Payment and Repayment of Debt (hereinafter referred to as
the “Payment Entrustment Agreement”) specified in (1) of the Schedule
attached hereto, established today a first priority pledge (hereinafter
referred as the “Pledge”) on the right to claim refund of the security
deposit specified in (3) of the Schedule (hereinafter referred to as the
“Pledged Receivable”) that was held by the Pledgor against the garnishee
specified in (2) of the Schedule (hereinafter referred to as the
“Garnishee”) in accordance with the provisions hereinafter, and,
simultaneously with the execution of this Agreement, delivered to the
Pledgee [Manager] the certificate of deposit of the Pledged Receivable
issued by the Garnishee and other deeds relating to the Pledged
Receivable. Upon the receipt by the Pledgee [Manager] thereof, it shall
be deemed to that such delivery from the Pledgor to the Pledgees has been
completed.
	 
	(2)	 	Each of the Pledgees shall jointly own the Pledge ratably according to
the shares (hereinafter referred to as the “Shares”) set forth in (4) of
the Schedule hereto.



Article 2 (Acceptance of Establishment of Pledge)




	 	 	With regard to the establishment of the Pledge set forth in the previous
Article, the Pledgor obtained the approval of the Garnishee in a writing
with a date of notarization in the form attached hereto, and delivered it
to the Pledgee [Manager], simultaneously with the execution of this
Agreement. Upon the receipt by the Pledgee [Manager] thereof, it shall
be deemed that such delivery from the Pledgor to the Pledgees has been
completed.



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(Translation)



Article 3 (Manager)



	(1)	 	In addition to those set forth in Article 1 and Article 2, any act as
the Pledgees hereunder shall be performed by the Pledgee [Manager] for
and on behalf of the Pledgees.
	 
	(2)	 	Pursuant to the preceding paragraph, any acts performed by the Pledgor
to the Pledgee [Manager] hereunder shall be deemed to have been performed
for the Pledgees.



Article 4 (Liability for Warranty/Preservation)




	(1)	 	The Pledgor warrants that there is no event regarding the Pledged
Receivable that may cause refusal or reduction of the payment by the
Garnishee to the Pledgees, including but not limited to a third party’s
right or defense of set-off, etc. adhering thereto, and gives an
assurance that the Pledgor has not taken nor shall take any acts which
may give rise to any such event with regard to the Pledged Receivable.
	 
	(2)	 	The Pledgor may not engage in such acts as amendment, modification,
termination or cancellation of the Pledged Receivable (including
declaration of intention to have consultation set forth in Section 5 of
the form attached hereto) unless with the prior approval of the Pledgees
in writing.
	 
	(3)	 	The Pledgor may not assign the Pledged Receivable to a third party or
furnish it as security without the prior approval of the Pledgees in
writing.
	 
	(4)	 	The Pledgor shall, if requested by the Pledgees, deliver all reasonably
necessary documents for preservation and execution of the rights of the
Pledgees hereunder.
	 
	(5)	 	The Pledgor shall immediately cooperate with the Pledgees when the
Pledgees request the Pledgor’s cooperation in preservation and execution
of the rights of the Pledgees hereunder.
	 
	(6)	 	If any event set forth in Paragraph (1) above exists in connection with
all or part of the Pledged Receivable and the Garnishee refuses or
reduces the payment, or any other events occur that reasonably require
preservation of the Pledged Receivable, the Pledgor shall immediately
provide replacement security or supplementary security or make an advance
repayment of all or part of the Original Debt, in accordance with the
Pledgees’ options and instructions.



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(Translation)


Article 5 (Appropriation of Repayment)




	(1)	 	In the event that the Pledgees receive repayment for the Pledged
Receivable, the Pledgees may appropriate such repayment amount for the
repayment of the Original Debt, regardless of the repayment date of the
Original Debt, in the order and method that the Pledgees deem
appropriate, and the Pledgor shall not raise objection to such
appropriation.
	 
	(2)	 	In the event that there is shortage in the appropriation of repayment
referred to in
the previous paragraph, the Pledgor shall immediately pay the Pledgees
the shortage, and in the event that there is surplus in the
appropriation, the Pledgees shall promptly return the surplus amount with
no interest to the Pledgor.



Article 6 (Notice)




	(1)	 	In the event that the Pledgor has become aware of any of the events set
forth in the following items, the Pledgor shall immediately notify the
Pledgees of such event:




	 	(i)	 	Defect is found in the Pledged Receivable; or
	 
	 	(ii)	 	Any event other than the one set forth in the previous item
that affects the Pledged Receivable has occurred.




	(2)	 	The Pledgor shall, if instructed by the Pledgees, submit materials or
information relating to such event provided in the previous paragraph to
the Pledgees.



Article 7 (Transfer of Pledgees’ Right)




	 	 	Neither of the Pledgees may assign to any other party or furnish as security
its share, liabilities or status relating to the Pledgee’s rights and
obligations hereunder.



Article 8 (Assumption of Costs)




	 	 	The costs for the execution of this Agreement and all costs relating to the
performance of the Pledgor’s liabilities hereunder shall be borne by the
Pledgor.



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(Translation)


Article 9 (Warranty of Undertaking)




	 	 	The Pledgor guarantees that it has undertaken all procedures necessary to make
execution and performance of this Agreement lawful and valid.



Article 10 (Jurisdiction by Agreement)




	 	 	The Pledgees and the Pledgor agree that the Tokyo District Court or the Tokyo
Summary Court shall have exclusive jurisdiction in the first instance in the
event that any lawsuit or conciliation becomes necessary in relation to this
Agreement.



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(Translation)


Schedule




	(1)	 	Description of the Payment Entrustment Agreement




	 	•	 	Name of the agreement:
	 
	 	 	 	     Agreement for Entrustment of Payment and Repayment of Debt




	 	 	 	 	 	 
	 	•	 	Date of Agreement:
	 	March 14, 2003




	(2)	 	Description of the Garnishee
	 
	 	 	Mitsui Fudosan Co., Ltd.

1-1, 2-chome Nihonbashi-Muromachi

Chuo-ku, Tokyo
	 
	(3)	 	Description of the Pledged Receivable
	 
	 	 	The right to demand restitution of the security deposit delivered to
the Garnishee by the Debtor cum Pledgor pursuant to the Lease
Agreement executed between the Debtor cum Pledgor and the Garnishee on
March 14, 2003.
	 
	(4)	 	Description of the Shares




	 	 	 
	Pledgee [IBJ Leasing Co., Ltd.]	 	
Two Thirds (2/3)
	Pledgee [Nissay Leasing Company, Limited]	 	
One Third (1/3)




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(Translation)


March 14, 2003




	 	 	 
	To:	 	
Mr. Hiromichi Iwasa

Representative Director and President

Mitsui Fudosan Co., Ltd.




	 	Pledgor (the “Pledgor”):

Koichi Suzuki

Representative Director (seal)

Internet Initiative Japan Inc.

13, Kanda-Nishikicho 3-chome

Chiyoda-ku, Tokyo




	 	Pledgee (the “Pledgee”): Yozo Okumoto,

Representative Director and President (seal)

IBJ Leasing Co., Ltd.

3-19, Kyobashi 2-chome

Chuo-ku, Tokyo




	 	Hiroshi Hashimoto

Representative Director (seal)

Nissay Leasing Company, Limited

6-1, Hacchobori 2-chome

Chuo-ku, Tokyo



Request for Approval of Establishment of Pledge



As the Pledgor and the Pledgee desire to establish a pledge whereunder the
Pledgor shall be the pledgor and the Pledgee shall be the pledgee, on the right
to claim restitution of the security deposit of 1,705,036,213 yen, which was
deposited by the Pledgor with your company pursuant to the Lease Agreement
(hereinafter referred to as the “Lease Agreement”) executed between your
company and the Pledgor as of March 14, 2003, in order to secure the claim held
by the Pledgee against the Pledgor pursuant to the Agreement for Entrustment of
Payment and Repayment of Debt and the Agreement for Establishment of Pledge
executed between the Pledgor and the Pledgee on March 14, 2003 (the copies of
which are attached hereto), the Pledgor and the Pledgee hereby request, with
the two originals hereof, that your company approve such establishment of
pledge, under the following terms and conditions.


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(Translation)



	1.	 	By the expiration date of the contract period of the Lease Agreement, the
Pledgor and the Pledgee shall designate the recipient of the security
deposit to be restituted and notify your company thereof in a writing
under their joint signature, which shall also specify the balance of the
secured claim and the bank account for remittance of the restitution
amount. Upon your receipt of this notice, please remit the amount
equivalent to the sum of the security deposit to be restituted, to the
bank account specified in said writing in exchange for the return of the
certificate for receipt of the security deposit issued by your company.
Upon the remittance by your company, it shall be deemed that the security
deposit has been restituted, whereafter neither the Pledgor nor the
Pledgee shall make any assertion against your company regarding the
security deposit. In case no written notice shall be provided to your
company under joint signature of the Pledgor and the Pledgee, or in case,
despite your company indicating a defect in the contents of the writing,
the Pledgor and the Pledgee do not agree to making necessary corrections,
then the Pledgor and the Pledgee shall not raise any objection even if
your company withholds the restitution of the security deposit.
	 
	2.	 	The obligation of your company to restitute the security deposit shall
actually accrue only upon the complete surrender of the leased premises by
the Pledgor, and the amount thereof shall be, at your option, either the
amount of the initially deposited security deposit or the total amount of
the initially deposited security deposit and additionally deposited
security deposit, respectively the net of the amount of any and all
obligations owed by the Pledgor to your company at the time of said
surrender.



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(Translation)



	3.	 	In case a part of the security deposit is returned during the contract
period of the Lease Agreement, the Pledgor and the Pledgee shall designate
its
recipient and notify your company in writing under their joint signature, and
such partial return shall mutatis mutandis be treated pursuant to Paragraph 1
also in other respects. If the balance of the security deposit becomes less
than 1,705,036,213 yen as a result of such partial return, the pledge shall be
on the amount of the balance.
	 
	4.	 	In case the amount of the security deposit either increases or decreases
due to any additional deposit or partial restitution conducted after the
execution of the Lease Agreement, the Pledgee shall accept the replacement
of the certificate for receipt of security deposit.
	 
	5.	 	In case the Pledgor relocates to another premises for lease upon newly
executing a lease agreement, and desires to appropriate the security
deposit which it previously deposited under the Lease Agreement
(hereinafter referred to as the “Old Security Deposit” in this paragraph)
for the payment of the security deposit which should be deposited with
your company under the new lease agreement (hereinafter referred to as the
“New Security Deposit” in this paragraph), then the Pledgor and the
Pledgee shall discuss with your company with respect to the methods of
appropriation of the Old Security Deposit for the New Security Deposit and
the establishment of pledge on the New Security Deposit, etc. Until the
parties reach an agreement in said discussion, the Pledgor and the Pledgee
shall not raise any objection even if your company withholds the
restitution of the Old Security Deposit.
	 
	6.	 	The Pledgee hereby promises not to assign the pledge to a third party or
repledge the pledge, the establishment of which is hereby approved by your
company, and the Pledgor hereby promises not to again establish any other
pledge on the right to demand restitution of the security deposit in favor
of any third party, respectively.
	 
	7.	 	In case the Pledgee intends to collect its claim directly from your
company based on the pledge, it shall certify the balance of the secured
claim in a writing under the joint signature of the Pledgor and the
Pledgee, and submit to you the certificate for receipt of security deposit
issued by your company. Further, immediately after collecting its claim
from your company, the Pledgee shall deliver the certificate of receipt
thereof and a
writing under the joint signature of the Pledgor and the Pledgee which confirms
the release of the pledge.



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(Translation)



	8.	 	In case the secured claim is extinguished, or, upon the agreement of the
Pledgor and the Pledgee, the pledge has been released, the Pledgor and the
Pledgee shall forthwith notify your company of such fact in writing under
their joint signature.
	 
	9.	 	Should a third party later raises any objection to the establishment,
collection, etc. of the pledge, the Pledgor and the Pledgee shall settle
such case at their responsibility and costs, and hold your company
harmless in any event.
	 
	10.	 	Upon approval of your company, either the Pledgor or the Pledgee shall
receive the return of one original hereof bearing the name and seal of
your company, have it affixed with a date of notarization, and provide
your company with a copy thereof.
	 
	11.	 	In case the status of the lessor prescribed in the Lease Agreement has
been succeeded to, the pledge established on the right to demand
restitution of the security deposit prior to said succession shall
extinguish, and the Pledgor and the Pledgee shall have discussions with
your company and the owner of the premises who has succeeded to the status
of the lessor, with respect to the method of establishment of pledge, etc.
to be conducted after said succession.



Attached documents:



	 	 	The Agreement for Entrustment of Payment and Repayment of Debt (copy) The
Agreement for Establishment of Pledge (copy)



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(Translation)


Our company hereby approves the establishment of pledge under the above terms
and conditions.


March 14, 2003


Garnishee:


Hiromichi Iwasa

Representative Director and President (seal)

Mitsui Fudosan Co., Ltd.


Date of Notarization (March 14, 2003)



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