EXHIBIT 10.44
(Summarized translation of a Japanese agreement between Xxx Tokyo Co., Ltd. and
Mizuho Bank Co., Ltd.)
XXX TOKYO CO., LTD.
FISCAL AGENT AGREEMENT FOR THE FIRST UNSECURED BOND OF XXX TOKYO CO., LTD.
(GUARANTEED BY MIZUHO BANK CO., LTD. AND LIMITED TO QUALIFIED INSTITUTIONAL
INVESTORS)
Xxx Tokyo Co., Ltd., in issuing its first unsecured bond in the sum of two
hundred million yen, entrusts Mizuho Bank Co., Ltd. with handling of clerical
matters related to the bond and both parties conclude this agreement.
1. Xxx Tokyo Co., Ltd. entrusts Mizuho Bank Co., Ltd. with handling of the
bond and Mizuho Bank accepts it.
2. Mizuho 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. Mizuho shall handle matters related to repayment of principal and interest
in accordance with the procedure provided under this article.
4. Mizuho shall handle matters related to retirement of bonds. Xxx Tokyo shall
inform Mizuho of the total amount, number of bonds and other details and
submit the bonds to Mizuho.
5. Up to the day of redemption, Mizuho shall handle clerical matters such as
preparation and delivery of bonds when required, keeping the original
register, payment of tax on interest earned, safekeeping/disposition of
bonds, lottery for partial redemption, etc.
6. Mizuho shall be responsible for informing Xxx Tokyo of interest rates,
interest amounts, payment dates and other necessary details, and for
handling related paperwork.
7. Mizuho shall perform duties specified in this agreement for Xxx Tokyo with
due attention.
8. Xxx Tokyo shall pay Mizuho 3,050,000 yen as a commission and this amount
shall be deducted from the payment for the bonds to be made on December 27,
2005.
9. Xxx Tokyo or Mizuho can terminate this contract at any time after
consultation between both parties.
10. Xxx Tokyo shall bear all expenses incurred for preparation of the original
bond register and the agreement.
11. If any alteration to this contract becomes necessary, Xxx Tokyo and Mizuho
shall reach an agreement regarding the alteration.
In witness whereof, the parties hereto have signed the agreement in duplicate
and each retains one copy.
December 26, 2005
Xxx Tokyo Co., Ltd.
Mizuho Bank Co., Ltd.
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XXX TOKYO CO., LTD.
OUTLINE OF THE FIRST UNSECURED BOND (GUARANTEED BY MIZUHO BANK AND LIMITED TO
QUALIFIED INSTITUTIONAL INVESTORS)
This outline applies to the First Unsecured Bond issued by Xxx Tokyo Co., Ltd.
on December 27, 2005 based on the decision at the board meeting held on December
16, 2005.
1. Total amount: 200,000,000 yen
2. Amount of each bond: 20,000,000 yen
3. Form: a coupon-on bearer bond
4. Interest rates: - From December 28, 2005 to June 25, 2006: 0.32% p.a.
- From June 26, 2006: 6-month TIBOR plus 0.2% 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 27, 2005
8. Method and term of redemption: The first redemption on June 25, 2006;
afterwards, on June 25 and December 25 of each year; repayment of
20,000,000 yen each time; the balance to be repaid on December 24, 2010.
9. Payment of interest: The bond will earn interest from December 28, 2005
through the day of redemption. The first payment on June 25, 2006;
afterwards on June 25 and December 25 of each year.
10. Property mortgage: There is no property mortgage for this bond.
11. Guarantee: Mizuho Bank, as guarantor, holds joint and several liability
with Xxx Tokyo regarding payment of the principal and interest of the bond.
12. Execution procedure of guarantee liabilities: On conditions mentioned under
this article, bond holders are entitled to request the guarantor to execute
guaranteed obligation and pay the total bond amount and interest accrued
after the previous interest payment
13. Special provision for advanced redemption: Advanced redemption can be
requested if the guarantor is considered to come under conditions mentioned
in this article.
14. Custody of the bond: Bond holders shall be responsible for safekeeping of
their bonds.
15. Fiscal agent: Mizuho Bank Co., Ltd.
16. Exemption of registration
17. Restricted acquisitors: This bond can be offered only to qualified
institutional investors.
18. Applicant registration
19. Restriction on transfer and notification obligation
20. Special provision on loss of benefit of term
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21. Issue of bond notes by registration erasure
22. Loss and reissue of the bond notes
23. Expenses for issuing replacement bonds
24. Interest in the case of advanced redemption
25. Public notice for the bond holders in newspapers
26. This outline shall be made available to bond holders at the head office of
Mizuho Bank during its operating hours.
27. Alteration to the outline
28. Meeting of the bond holders
29. Expenses to be borne by Xxx Tokyo
30. Registration organization: Mizuho Bank Co., Ltd.
31. Use of funds: Working capital
32. Underwriter: Mizuho Bank Co., Ltd.
33. Place of repayment of principal and interest: Mizuho Bank Head Office
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