EXHIBIT 10.43
(Summarized translation of Japanese agreements between Xxx Tokyo Co., Ltd. and
UFJ Bank Co., Ltd.)
THE FIRST UNSECURED BOND OF XXX TOKYO CO., LTD. (GUARANTEED BY UFJ BANK CO.,
LTD. AND LIMITED TO QUALIFIED INSTITUTIONAL INVESTORS)
This document consists of fiscal agent agreement, underwriter agreement,
agreements for handling registration and clerical matters related to principal
and interest payment. The lists of main points about the bond and commissions
are attached.
Each agreement shall be valid independently and termination of one agreement
shall not affect other agreements.
December 28, 2005
Xxx Tokyo Co., Ltd.
UFJ Bank Co., Ltd.
FISCAL AGENT AGREEMENT
1. Xxx Tokyo Co., Ltd., in issuing its first unsecured bond in the sum of two
hundred million yen on December 30, 2005, entrusts UFJ Bank Co., Ltd. with
handling of the bond.
2. UFJ shall handle clerical matters including receiving payment from
applicants, filling in the necessary information such as bond price, paid
amount, and bond number, preparing the original register, and any other
paperwork considered necessary by consultation between both parties.
3. UFJ shall handle matters related to repayment of principal and interest in
accordance with the procedure provided under this article.
4. Xxx Tokyo or UFJ Bank can terminate this agreement at any time after
consultation between both parties.
5. UFJ shall handle matters related to retirement of bonds. Xxx Tokyo shall
inform UFJ of the total amount, number of bonds and other details and
submit the bonds to UFJ.
6. Up to the day of redemption, UFJ shall handle clerical matters such as
preparation and delivery of bonds when required, keeping the original
register, payment of tax on interest earned, confirmation of interest
rates, etc.
7. UFJ shall perform duties specified in this agreement for Xxx Tokyo with due
attention.
8. Xxx Tokyo shall pay UFJ a commission as indicated in the attached list and
this amount shall be deducted from the payment for the bonds to be made on
December 30, 2005. Xxx Tokyo shall bear all expenses incurred for
preparation of bonds, the original register and the agreement.
9. If any alteration to this agreement becomes necessary, Xxx Tokyo and UFJ
shall reach an agreement regarding the alteration.
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UNDERWRITER AGREEMENT
1. UFJ shall underwrite the total amount of the bond (200,000,000 yen) issued
on December 30, 2005.
2. UFJ shall not transfer the bond to anyone other than the qualified
institutional investors.
3. UFJ shall request registration of the total amount.
4. Xxx Tokyo shall pay UFJ a commission as indicated in the attached
commission list.
5. UFJ shall deduct the amount of the commission from their payment for the
bond to be made on December 30, 2005.
6. Any alteration to this agreement shall be decided upon consultation between
both parties.
AGREEMENT FOR REGISTRATION PAPERWORK
Xxx Tokyo shall pay UFJ a commission as indicated in the attached commission
list for handling paperwork concerning registration of the bond.
AGREEMENT FOR HANDLING PAYMENT OF PRINCIPAL AND INTEREST
UFJ shall undertake handling of the payment of principal and interest of the
bond. The payment shall be made in accordance with the procedure mentioned
herein. UFJ shall receive a commission for this service as indicated in the
attached commission list.
OUTLINE OF THE BOND
This outline applies to the First Unsecured Bond issued by Xxx Tokyo Co., Ltd.
on December 30, 2005.
1. Total amount: 200,000,000 yen
2. Amount of each bond: 10,000,000 yen
3. Form: a coupon-on bearer bond
4. Interest rates: - The first period: 0.21% p.a.
- For each period afterwards: 6-month TIBOR plus
0.10% p.a.
5. Issue price: 100 yen per face value of 100 yen
6. Redemption price: 100 yen per face value of 100 yen
7. Payment date: December 30, 2005
8. Property mortgage: There is no property mortgage for this bond.
9. Guarantee: UFJ Bank holds joint and several liability with Xxx
Tokyo regarding payment of the principal and interest
of the bond.
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10. Method and term of redemption:
Repayment of 20,000,000 yen at the first redemption on
June 30, 2006; afterwards, the same amount on June 30
and December 30 of each year; the balance to be repaid
on December 30, 2010.
11. Payment of interest: The first payment on June 30, 2006; afterwards,
6-month interest will be paid on June 30 and December
25 of each year.
12. Special provision for advanced redemption:
Advanced redemption can be requested if either Xxx
Tokyo or UFJ is considered to come under conditions
mentioned in this article.
13. Custody of the bond: There is no organization appointed for this purpose.
14. Fiscal agent: UFJ Bank Co., Ltd.
15. Special provision on loss of benefit of term
16. Exemption of registration
17. Restricted acquisitor: This bond can be offered only to qualified
institutional investors.
18. Restriction on transfer
19. Applicant registration
20. Items to be mentioned on the bonds
21. Issue of the bond by registration erasure
22. Loss and reissue of the bond notes
23. Expenses for issuing replacement bonds
24. Lack of a coupon
25. Meeting of bond holders
26. Public notice for bond holders
27. This outline shall be made available to the public at the head office of
UFJ Bank during its operating hours.
28. Alteration to the outline
29. Underwriter: UFJ Bank Co., Ltd.
30. Registration organization: UFJ Bank Co., Ltd.
31. Place of repayment of principal and interest: UFJ Bank Co., Ltd., Tokyo
32. Xxx Tokyo can change the place of repayment.
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MAIN POINTS
1. Issuer: Xxx Tokyo Co., Ltd.
2. Name: Xxx Tokyo Co., Ltd. First Unsecured Bond (guaranteed
by UFJ Bank Co., Ltd. and restricted to qualified
institutional investors)
3. Total amount: 200,000,000 yen
4. Price of each bond: 10,000,000 yen
5. Interest rates: For the first period - 0.21000% p.a.
For each period afterwards - TIBOR plus 0.10% p.a.
6. Issue date: December 30, 2005
7. Payment date: December 30, 2005
8. Dates of interest payment: June 30 and December 30 each year
9. 1st payment of interest: June 30, 2006
10. Date of redemption: December 30, 2010
11. Method of redemption: (1) First redemption on June 30, 2006; June 30 and
December 30 of each year afterwards - repayment
of 20,000,000 yen each time. The balance to be
paid on December 30, 2010.
(2) Partial redemption shall be by lottery.
12. Guarantor: UFJ Bank Co., Ltd.
13. Fiscal agent: UFJ Bank Co., Ltd.
14. Underwriter: UFJ Bank Co., Ltd.
15. Registration organization: UFJ Co., Ltd.
16. Repayment of principal and interest: UFJ Bank Co., Ltd.
17. Meeting of bond holders: In Tokyo
COMMISSION
(1) Fiscal agent: 3,297,000 yen
(including consumption tax of 157,000 yen)
(2) Underwriter: 26.25 sen per face value 100 yen
(including consumption tax of 1.25 sen)
(3) Registration: 10 sen per face value 100 yen (no tax)
(4) Payment of principal and interest:
Repayment of Principal - 1.05/1,000 of principal paid
(including consumption tax of 0.05/1,000)
Payment of Interest - 2.10/1,000 of interest paid
(including consumption tax of 0.10/1,000)
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