EXHIBIT 10AA
Date: February 14, 1985
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TO: The Bank of Tokyo-Mitsubishi, Limited
AGREEMENT ON BANK TRANSACTIONS
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I/We do hereby agree to the terms and conditions set forth in the following
Articles in regard to my/our transactions with your Bank:
Article I (Scope of Application)
(1) I/We shall abide by this Agreement pertaining to the performance
of my/our obligations arising from loans against Bills of
Exchange (hereinafter referred to as "Bills") and Promissory
Notes (hereinafter referred to as "Notes"), discounts of Bills
and Notes, loans by deed, overdrafts, acceptances and
guarantees, foreign exchanges, and any and all other
transactions.
(2) Even in cases in which your Bank has, through your Bank's
transactions with any third party, acquired Bills and Notes
drawn, endorsed, accepted, accepted by intervention, or
guaranteed by me/us, I/we shall also abide by this Agreement
pertaining to the performance of my/our obligations evidenced by
such Bills and Notes.
Article 2 (Obligations in Bills and Notes and money Borrowed)
In cases in which your Bank has granted me/us loans accompanied by
Bills and notes, your Bank may demand from me/us the payment of my/our
obligations arising from the loans by exercising your Bank's rights either
on the Bills and Notes or on the loans.
Article 3 (Interest, Damages, etc.)
(1) In regard to the stipulations concerning the rates of interest,
discount charges, guarantee fees, handling commissions and
rebates of any thereof, and also concerning the time and method
of payment thereof, I/we shall agree, in the event of changes in
the financial situation or any other reasonable and probable
cases arising, to the revision of the stipulations to those in
the range prevailing generally.
(2) In case I/we fail to perform any obligations which I/we owe your
Bank, I/we shall pay your Bank damages at the rate of 14% per
annum for the amount payable. In this case the calculation will
be made on the actual number of days on a 365-day year basis.
Article 4 (Security)
(1) In cases in which a reasonable and probably cause necessitates
the preservation of your Bank's rights, I/we shall upon demand
forthwith furnish to your Bank such security or additional
security, or such guarantors or additional guarantors as may be
approved by your Bank.
(2) Any and all security which has been furnished and that to be
furnished in the future to your Bank for specific obligations
shall constitute security that covers and secures not only such
obligations, but also any and all other obligations which I/we
at present or in the future may owe your Bank.
(3) Your Bank may collect or dispose of security in the manner, at
the time, and for the price, etc. generally deemed proper, not
necessarily following the procedures prescribed by law, and
deduct expenses from the proceeds and appropriate the remainder
to the payment of my/our obligations regardless of the priority
prescribed by law; and in the event any obligations still
remain, I/we shall pay them forthwith.
(4) In cases in which I/we fail to perform any obligations which
I/we owe your Bank, your Bank may collect or dispose of my/our
movables, Bills and notes, and other instruments and securities
in your Bank's possession; and in such cases, I/we shall agree
to your Bank's handling the matter mutualis mutandis in the
manner set forth in the preceding Paragraph.
Article 5 (Acceleration of Payment)
(1) In case any one of the following events occurs to me/us, any and
all obligations I/we owe your Bank shall immediately become due
and payable without any notice or demand, etc. from your Bank;
and I/we shall pay such obligations forthwith:
1. When I/we have become unable to pay debts or application of
petition is submitted for bankruptcy, commencement of
composition of creditors, commencement of corporate
reorganization proceedings, commencement of company
arrangement, or commencement of special liquidation.
2. When the Clearing House in observance of its rules takes
procedures for suspension of my/our transactions with banks
and similar Institutions.
3. When order or notice of provisional attachment, preservative
attachment or attachment is dispatched in respect of my/our
or the guarantor's deposits and/or any other credits with
your Bank.
4. When my/our whereabouts become unknown to your Bank due to
my/our failure to notify your Bank of change of my/our
address or any other causes attributable to me/us.
(2) In any of the following cases, upon your Bank's demand, any and
all obligations I/we owe your Bank shall immediately become due
and payable; and I/we shall pay them forthwith:
1. When I/we fail to pay any of my/our obligations to your
Banks when it is due.
2. When property offered to your Bank as security is attached
or public auction procedure is commenced in respect of such
property.
3. When I/we violate the stipulations of any transactions with
your Bank.
4. When the guarantor falls under any one of the items of the
preceding Paragraph or this Paragraph.
5. In addition to each of the preceding items, when a
reasonable and probably cause necessitates the preservation
of your Bank's rights.
Article 6 (Repurchase of Discounted Bills and Notes)
(1) In cases in which I/we have had Bills and notes discounted by
your Bank and any one of the items in Paragraph (1) of the
preceding Article occurs to me/us, then pertaining to all such
Bills and noes, or in cases in which the principal obligors of
my/our discounted Bills and Notes fail to pay them on due dates
or any one of the items in Paragraph (1) of the preceding
Article occurs to the principal obligors, then pertaining to the
Bills and notes wherein such persons are the principal obligors,
I/we shall assume as a matter of course the repurchasing
obligations for the face value of my/our discounted Bills and
Notes without any notice or demand, etc. from your Bank; and
I/we shall pay them forthwith.
(2) In cases other than those provided for in the preceding
Paragraph, in which a reasonable and probably cause necessitates
the preservation of your Bank's rights pertaining to the Bills
and notes which your Bank has discounted, I/we shall assume,
upon your Bank's demand, the repurchasing obligations fort he
face value of my/our discounted Bills and Notes; and I/we shall
pay them forthwith.
(3) As long as I/we do not perform the obligations set forth in the
preceding two Paragraphs, your Bank may exercise any and all
rights as holder of the Bills and Notes.
Article 7 (Deductions in Accounts)
(1) In cases in which I/we must perform any obligations owed to your
Bank because they become due or because of acceleration of
payment or because I/we have assumed the repurchasing
obligations or because your Bank has acquired the right of
claiming compensation from me/us or for any other causes, your
Bank may set off against any such obligations any time any of
my/our deposits and/or any other credits with your Bank
irrespective of the due dates of such deposits and/or other
credits.
(2) In cases in which your Bank is able to effect a setoff as
mentioned in the preceding Paragraph, your Bank may also obtain
withdrawals from my/our deposits in lieu of my/our doing so, and
may appropriate any such withdrawals to payments of my/our
obligations, omitting any advance notice and also not adhering
to established procedures.
(3) In cases in which your Bank makes any deductions in accounts
according to the provisions of the preceding two Paragraphs,
interest on my/our credits and obligations, discount charges and
damages, etc. shall be calculated up to the date on which the
actual calculation is made by your Bank for the purpose of
deductions, and the rate of interest and tariffs shall be in
accordance with those fixed by your Bank; and with regard to the
foreign exchange rate, the rate quoted at your Bank at the time
when the actual calculation is made by your Bank shall apply.
Article 7-2 (Ditto)
(1) I/We may set of any obligations I/we owe your Bank against
my/our deposits and/or any other credits with your Bank which
have become due, even when such obligations have not yet become
due.
(2) When I/we effect a setoff under the provision of the preceding
Paragraph with regard to the Bills and Notes which your Bank has
discounted and which have not yet become due, I/we may do so
upon assuming the repurchasing obligations for the face value of
the discounted Bills and notes; provided, however, that I/we may
not effect a setoff with regard to Bills and notes which your
Bank has discounted and assigned to a third party.
(3) With regard to my/our credits or obligations in foreign currency
or in free yen, I/we may not, notwithstanding the provisions of
the preceding two Paragraphs, effect a setoff until and unless
they have become due and procedures required under foreign
exchange laws and regulations have been completed for them
(4) In cases in which I/we effect a setoff under the provisions of
the preceding three Paragraphs, a notice of the setoff shall be
made in writing and I/we shall affix my/our seal impression (or
signature) which has previously been filed with your Bank to the
certificate or passbook representing my/our deposits and/or
other credits with your Bank which I/we have set off against
my/our obligations and submit the same to your Bank forthwith.
(5) In cases in which I/we effect a setoff, interest on my/our
credits and obligations, discount charges and damages, etc.
shall be calculated up to the date on which my/our notice of the
setoff arrives at your Bank, and the rate of interest and
tariffs shall be in accordance with those fixed by your Bank;
and with regard to the foreign exchange rate, the rate quoted at
your Bank at the time when the actual calculation is made by
your Bank for the purpose of setoffs shall apply. If there is
an agreement providing for special charges payable when
obligations are paid prior to their due dates, I/we shall abide
by such agreement.
Article 8 (Presentment and Delivery of Bills and Notes)
(1) In cases in which there exist Bills and Notes pertaining to
my/our obligations, and your Bank makes deductions in accounts
as set forth in Article 7 without exercising your Bank's rights
on the Bills and Notes, your Bank need not simultaneously return
to me/us any such Bills and Notes.
(2) In cases in which there exist Bills and Notes which your Bank
returns to me/us as a result of deductions in accounts made by
your Bank or me/us under the preceding two Articles, I/we shall
appear at your Bank to receive such Bills and Notes without
delay; provided, however, that if such Bills and Notes have not
yet become due, your Bank may collect them without returning
them to me/us.
(3) In cases in which your bank makes deductions in accounts as set
forth in Article 7 by exercising your Bank's rights on the Bills
and Notes, your Bank need not present nor deliver any such Bills
and Notes to me/us in the cases enumerated below; and as for
my/our receiving such Bills and Notes, the provisions of the
preceding Paragraph shall apply mulatis mutandis:
1. When your Bank does not know my/our whereabouts.
2. When I/we have designated your bank as the place at which
Bills and Notes are made payable.
3. When it is deemed difficult to dispatch the Bills and
Notes.
4. When it is deemed that presentment or delivery of the Bills
and Notes can not be made for unavoidable reasons as used
for collections, etc.
(4) In cases in which many of my/our obligations which require
immediate performance shall exist after a deduction in accounts
has been effected as provided for in the preceding two Articles,
and there also exist obligors on the Bills and Notes besides
me/us, your Bank may retain such Bills and Notes, and after
collecting or disposing of them, your Bank may appropriate the
proceeds to the payment of my/our obligations.
Article 9 (Designation of Appropriation)
In the event I/we made payments or your Bank made deductions in
accounts as provided for in Article 7, and if in such cases the
amount of such payments made by me/us or my/our deposits and any
other credits with your Bank are insufficient to liquidate all of
my/our obligations, your Bank may appropriate the amount of such
payments or such deposits and other credits to satisfy my/our
obligations in such order and in such manner as your Bank deems
proper and I/we shall raise no objection to such appropriation.
Article 9-2 (Ditto)
(1) In the event I/we effect a setoff in accordance with Article 7-
2, and if in such case my/our deposits and any other credits
with your bank are insufficient to liquidate all of my/our
obligations, I/we may appropriate such deposits and other
credits to satisfy my/our obligations in such order and in such
manner as I/we designate.
(2) In the event I/we fail to designate the order and manner of
appropriation under the preceding Paragraph, your Bank may
appropriate my/our deposits and other credits with your Bank to
satisfy my/our obligations in such order and in such manner as
your Bank deems proper and I/we shall raise no objection to such
appropriation.
(3) In the event my/our designation under Paragraph (1) is likely to
interfere with the preservation of your Bank's rights, your Bank
may, upon lodging an objection thereto without delay,
appropriate my/our deposits and other credits with your Bank to
satisfy my/our obligation in such order and in such manner as
your Bank designates taking into consideration whether or not
the obligations are secured or guaranteed and if secured or
guaranteed, the extent of coverage of such security or
guarantee, the degree of difficulty or disposition of such
security, their due dates, prospects for settlement of
discounted Bills and Notes, etc.
(4) In case of appropriation by your bank under the preceding two
Paragraphs, your Bank may designate the order and manner of
appropriation on the assumption that my/our obligations which
are in fact not due have become due or that I/we have assumed
the repurchasing obligations with regard to the Bills and Notes
which your bank has discounted and which have not yet become due
or that I/we have assumed in advance the obligations to
compensate your Bank with regard to the acceptances and
guarantees.
Article 10 (Assumption of Risks, Hold Harmless Clause, etc.)
(1) In cases in which Bills and Notes which I/we have drawn,
endorsed, accepted, accepted by intervention or guaranteed, or
instruments which I have furnished to your Bank are lost,
destroyed, damaged or delayed in arrival due to unavoidable
circumstances such as incidents, calamities, accidents during
transit, etc., I/we shall pay my/our obligations as recorded on
your Bank's books, vouchers, etc.: and further, upon your Bank's
demand, I/we shall forthwith furnish your bank with substitute
Bills and Notes or instruments. I/We shall make no claim
whatsoever against your Bank with regard to losses and damages
arising in such cases.
(2) In cases in which security which I/we have furnished to your
Bank is lost or damaged due to unavoidable circumstances as set
forth in the preceding Paragraph, I/we shall make no claim
whatsoever against your Bank.
(3) Even if your Bank's rights on Bills and Notes are ineffective
due to lack of legal requirements in the Bills and Notes, or due
to invalidating entries thereon, or if your Bank's rights on the
Bills and Notes lapse due to inadequacy in the procedures for
preservation of your bank's rights, I/we shall be liable for the
face value of such Bills and Notes.
(4) In transactions in which your bank has deemed my/our seal
impression (or signature) genuine after checking with reasonable
care the seal impression (or signature) on Bills and Notes or
instruments against my/our seal impression (or specimen
signature) filed with your Bank, I/we shall bear any losses and
damages arising from forgery, alteration, wrongful use of Bills
and Notes, instruments or seals (or signatures), and shall be
liable in accordance with the terms of any such Bills and Notes
or instruments.
(5) I/We shall bear the expenses incurred in exercising or
preserving your Bank's rights against me/us, or in collecting or
disposing of any security; and I/we shall also bear any expenses
required in the event I/we request your Bank to cooperate with
me/us for the preservation of my/our rights.
Article 11 (Changes in Matters Filed)
(1) In cases of a change in the matters filed with your Bank such as
my/our seal (or signature), name, trade name, representative,
address, etc., I/we shall forthwith notify your Bank thereof in
writing.
(2) In case any notice given by your Bank or any documents, etc.
dispatched by your Bank are delayed or fail to reach me/us
because of my/our failure to notify your bank in accordance with
the preceding Paragraph, the notice or documents, etc. shall be
deemed to have arrived at the time they normally should have
arrived.
Article 12 (Report and Investigation)
(1) Upon your Bank's demand, I/we shall forthwith submit to your
Bank reports pertaining to my/our assets and liabilities,
management or the state of business; and I/we shall also furnish
assistance necessary for the investigation thereof.
(2) In cases in which material change has occurred or is likely to
occur pertaining to my/our assets and liabilities, management or
the state of business, I/we shall forthwith submit to your Bank
reports thereof even in the absence of your Bank's demand.
Article 13 (Applicable Offices)
I/We agree that all of the terms and conditions of this Agreement
shall apply equally to all of my/our transactions with your Bank's head
office and branch offices.
Article 14 (Jurisdiction by Agreement)
In the event that institution of a lawsuit in connection with a
transaction covered by this Agreement becomes necessary, I/we shall agree
that the Court having the jurisdiction in the locale in which the head
office or Kojimachi branch office or your Bank is situated shall be the
competent Court.
Signature: /s/ Yutaka Sakurada
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Full Name: Yutaka Sakurada
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Address:
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(All questions that may arise within or without courts of law in regard to
the meaning of the words, provisions and stipulations of this Agreement
shall be decided in accordance with the Japanese text.)