EXHIBIT 10.43
(Summarized translation of Japanese agreements between Rex Tokyo
Co., Ltd. and
UFJ Bank Co., Ltd.)
THE FIRST UNSECURED BOND OF REX 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
Rex Tokyo Co., Ltd.
UFJ Bank Co., Ltd.
FISCAL AGENT AGREEMENT
1. Rex 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. Rex 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. Rex 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 Rex Tokyo with
due
attention.
8. Rex 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. Rex 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, Rex Tokyo and
UFJ
shall reach an agreement regarding the alteration.
1
<PAGE>
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. Rex 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
