AMENDMENT NO. 5 TO DEPOSIT AGREEMENT
AMENDMENT
NO. 5 TO DEPOSIT AGREEMENT
AMENDMENT
NO. 5 dated
as
of June , 2007 (the "Amendment") to the Deposit Agreement dated as of December
19, 1962, as amended and restated as of October 1, 1982 (including changes
from
Amendment No. 1 dated as of April 1, 1989), as amended as of April 30, 1995,
January 10, 2002 and June 28, 2006 (as so amended and restated and further
amended, the "Deposit Agreement"), among HONDA MOTOR CO., LTD. (Honda Giken
Kogyo Kabushiki Kaisha) (the "Company"), JPMORGAN CHASE BANK, N.A., as
depositary thereunder (the "Depositary"), and all holders from time to time
of
American Depositary Receipts and European Depositary Receipts, as the case
may
be, issued thereunder evidencing American Depositary Shares and European
Depositary Shares, respectively.
WITNESSETH:
WHEREAS,
the Company and the Depositary executed the Deposit Agreement for the purposes
set forth therein; and
WHEREAS,
pursuant to Section 6.01 of the Deposit Agreement, the Company and the
Depositary desire to amend the terms of the Deposit Agreement and
Receipts.
NOW,
THEREFORE, for
good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Depositary hereby agree to amend the Deposit
Agreement as follows:
ARTICLE
I
DEFINITIONS
SECTION
1.01. Definitions.
Unless
otherwise defined in this Amendment, all capitalized terms used, but not
otherwise defined, herein shall have the meaning given to such terms in the
Deposit Agreement.
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ARTICLE
II
AMENDMENTS
TO DEPOSIT AGREEMENT
SECTION
2.01. All
references in the Deposit Agreement to the term “Deposit Agreement” shall, as of
the Effective Date (as herein defined), refer to the Deposit Agreement as
amended by this Amendment.
SECTION
2.02. Effective
thirty days from the date notice is provided to holders of European Depositary
Shares, the Deposit Agreement is amended to remove all reference to European
Depositary Shares and the European Depositary Share portion of the Deposit
Agreement, and the depositary receipt program related thereto, are terminated.
Holders of European Depositary Shares shall be provided the notice required
under Section 6.02 of the Deposit Agreement, as if the Deposit Agreement were
being terminated with respect to such European Depositary Shares.
SECTION
2.03. Notwithstanding
Section 2.02 hereof, the Deposit Agreement shall remain in full force and effect
with respect to the American Depositary Shares.
ARTICLE
III
REPRESENTATIONS
AND WARRANTIES
SECTION
4.01. Representations
and Warranties.
The
Company represents and warrants
to, and agrees with, the Depositary and the Holders, that:
(a)
This
Amendment, when executed and delivered by the Company, will be duly and validly
authorized, executed and delivered by the Company, and it and the Deposit
Agreement as amended hereby constitute the legal, valid and binding obligations
of the Company, enforceable against the Company in accordance with their
respective terms, subject to bankruptcy, insolvency, fraudulent transfer,
moratorium and similar laws of general applicability relating to or affecting
creditors’ rights and to general equity principles; and
(b)
In
order to ensure the legality, validity, enforceability or admissibility into
evidence of this Amendment or the Deposit Agreement as amended hereby, neither
of such agreements need to be filed or recorded with any court or other
authority in Japan, nor does any stamp or similar tax or governmental charge
need to be paid in Japan on or in respect of such agreements.
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ARTICLE
IV
MISCELLANEOUS
SECTION
5.01. Effective
Date.
This
Amendment is dated as of the date set forth above and shall be effective as
the
date hereof. The termination of the European Depositary Share aspect of the
Deposit Agreement shall become effective 30 days after notice thereof has been
provided to the holders of European Depositary Shares.
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SECTION
5.02. Indemnification.
The
parties hereto shall be entitled to the benefits of the indemnification
provisions of the Deposit Agreement in connection with any and all liability
it
or they may incur as a result of the terms of this Amendment and the
transactions contemplated herein.
SECTION
5.03. Counterparts.
This
Amendment may be executed in any number of counterparts, each of which shall
be
deemed an original and all of which taken together shall constitute one
instrument.
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IN
WITNESS WHEREOF,
the
Company and the Depositary have caused this Amendment to be executed by
representatives thereunto duly authorized as of the date set forth
above.
HONDA
MOTOR CO., LTD. (Honda Giken
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Kogyo
Kabushiki Kaisha)
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By:
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Name: | ||
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Title: | |
JPMORGAN
CHASE BANK, N.A.
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By:
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Name: | ||
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Title: |
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