Issuing And Paying Agency Agreement

Exhibit 10.(i)(8) - 1

ISSUING AND PAYING AGENCY AGREEMENT
Dated as of August 17, 1992 Sakura Trust Company 350 Park Avenue New York, New York 10022


Re: Issuance of Commercial Paper for
THE SOUTHLAND CORPORATION (THE "COMPANY")
Gentlemen:


You are hereby requested to act as issuing and paying agent on behalf of the Company in connection with the sale from time to time of unsecured short-term promissory notes known as commercial paper (the "Commercial Paper Notes") of the Company and to act as issuing and paying agent on behalf of ItoYokado Co., Ltd. (the "Guarantor") in connection with the issuance of one or more guarantees (the "guarantees") to be affixed to the Commercial Paper Notes. The Commercial Paper Notes may be issued in either book-entry or certificated form. As such issuing and paying agent, you shall be governed by the terms and conditions of this Issuing and Paying Agency Agreement (this "Agreement").


The Company proposes to incur indebtedness by issuing Commercial Paper Notes to be offered in the commercial paper market. The Company has requested you to act as its agent for the issuance and delivery of the Commercial Paper Notes. The Guarantor has requested you to act as its agent for the issuance and delivery of the Guarantees. Promptly after each issuance by you of a Commercial Paper Note with a Guarantee affixed thereto, you shall notify the Company and the Guarantor of the Principal amount, the amount of discount from the principal amount, the issue date and the maturity date of the Commercial Paper Note to which it relates. Upon presentment of such Commercial Paper Note to you on or after the maturity date of the Commercial Paper Note, you shall make payment to the holder of such Commercial Paper Note of the principal amount thereof as provided herein.


During the period that this Agreement is in effect, the Company will from time to time, deliver to you Commercial Paper Notes in certificated form ("Certificated Notes") or a master note registered in the name of Cede & Co. as nominee for The Depository Trust Company ("DTC"), or a successor or nominee thereof (the "Master Note") which will represent Commercial Paper Notes issued in book-entry from (the "Book-Entry Notes") (said Cerificated Notes, Master Note and Book-Entry Notes individually referred to as a "Note" and collectively referred to as the "Notes"). Each Note and each Guarantee will be executed by manual or facsimile signature of a duly authorized officer of the Company or the Guarantor, as the case may be. Each Certificated Note (together with the related Guarantee) will be in substantially the form attached hereto as Exhibit A and will be in bearer form, but with the principal amount , issue date and maturity date left blank. Each Note and Guarantee will bear the signature of an Authorized Company Signatory (as hereinafter defined) or an Authorized Guarantor Signatory ( as hereinafter defined), as the case may be. Any Note or Guarantee bearing the signature of any person authorized to execute the same on the date such signature is affixed thereto shall bind the Company or the Guarantor, as the case may be, after the completion and authentication thereof by you notwithstanding that any such person shall have died or shall have otherwise ceased to hold his office on the date such Note or Guarantee is countersigned or delivered by you. You agree to make available, upon request of any holder of a Book-Entry Note, a copy 1


of the Master Note ( and any attachments thereto) representing such Book-Entry Note.


You will be furnished with an Incumbency Certificate on the date hereof with respect to each officer of the Company whose signature appears on the Notes, together with specimen signatures of such officers (each such officer being herein referred to as an "Authorized Company Signatory"). You will also be furnished with an Incumbency Certificate on the date hereof with respect to each office of the Guarantor whose signature appears on the Guarantees, together with specimen signatures of such officers (each such officer being herein referred to as an "Authorized Guarantor Signatory"). Until you receive a subsequent Incumbency Certificate, you shall be entitled to rely on the last Incumbency Certificate delivered to you. The Notes will be numbered consecutively and may bear such other identification as the Company may deem appropriate.
When any Notes together with the related Guarantees are delivered to you, you will acknowledge receipt by returning a receipt to the Company and the Guarantor. All Notes and Guarantees delivered to you shall be held by you for the account of the Company and the Guarantor, in safekeeping in accordance with your customary practice. You will immediately advise the Company and the Guarantor of the loss, disappearance or theft of any blank Notes and Guarantees held by you in safekeeping.
By an appropriate certificate of designation, you shall advise the Company and the Guarantor, form time to time, of the names of your officers and employees and the officers and employees of your agents ("Designated Persons") who are authorized to receive instructions in respect of the Notes and the Guarantees and to receipt for, complete, authenticated and deliver the Notes and the Guarantees.
You are hereby authorized to act with respect to the Certificated Notes upon written instructions received by you from any one of the Company's authorized representatives ("Authorized Company Officers") (whose names shall be specified by delivery to you of appropriate certificates of designation and incumbency certificates) or from any employee of the Company designated to give such instructions by writing executed by one of the Authorized Company Officers ("Designated Company Individuals"). Provided that you have received instructions given pursuant to this paragraph prior to 1:00 p.m., New York City time, a Designated Person will withdraw the necessary number of Certificated Notes from safekeeping and, in accordance with such instructions, a Designated Person shall:
(a) Complete each Certificated Note as to the principal amount, issue and maturity date, which in no event shall be later than 270 days form the issue date;


(b) If so directed, insert the name of the payee and strike-out the word "BEARER" on the Certificated Note;


(c) Authenticate each Certificated Note by countersigning the same;


(d) Deliver each Certificated Note, at an address in the Borough of Manhattan in The City of New York, to the Company's dealer(the "dealer") of such Certicated Note or to the consignee thereof, as designated in such instructions, by 2:30 p.m., New York City time, against payment of the Purchase Price (as defined below) therefor as herein provided; and


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(e) Send a copy of each Certificated Note to the Company.


Instructions from the Company for the countersignature and delivery by you of the Certificated Notes shall include the following information: with respect to each Certicated Note, its issued date, maturity date, principal amount (which will be in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof), and amount of discount form the principal amount, the party to whom delivery of such Certificated Notes (the "Purchase Price") in collected funds, and if the Certicated Note is not to be issued in bearer form, the name of the payee and instructions to strike-out the word "BEARER" on the Certificated Note.
Each delivery of Certificated Notes shall be subject to the rules of the New York Clearing House in effect at the time of delivery.
You are hereby authorized to act with respect to the Guarantees upon written instructions received by you from any one of the Guarantor's authorized representatives ("authorized Guarantor Officers")(whose names shall be specified by delivery to you of appropriate certificates of designation and incumbency certificates) or from any employee of the Guarantor designated to give such instructions by writing executed by one of the Authorized Guarantor Officers (Designated Guarantor Individuals").
The maximum aggregate principal amount of Notes which are authenticated (and not canceled) by you at any one time pursuant to this Agreement shall in no event exceed U.S. $400,000,000. In no even shall Guarantees be affixed to Notes (or shall Notes be authenticated) if greater than U.S. $400,000,.000 aggregate principal amount (or such lesser aggregate principal amount as is notified by the Guarantor to you) of authenticated Notes (which are not canceled) would be outstanding at anyone time or if the Guarantor instructs you to no longer affix Guarantees to Notes. Notwithstanding any contrary instructions received from the Company or an Authorized Company Officer or Designated Company Individual, you shall not complete, authenticate, issue or deliver any Notes, if the issuance of such Notes would cause the aggregate principal amount of outstanding Notes at any one time to exceed the authorized maximum aggregate principal amount of U.S. $400,000,000 (or such lesser maximum aggregate principal amount as is notified by the Guarantor to you) or if the Guarantor instructs you to cease affixing Guarantees to Notes. All notices and instructions from the Guarantor to you shall be in writing (which may be by telex or facsimile transmission) and will be signed by an Authorized Guarantor Officer or Designated Guarantor Individual.
In connection with the issuance of Book-Entry Notes, (I) you have previously entered into a commercial paper certificate agreement (the "Certificate Agreement") with DTC and (ii) you and the Company have jointly executed a letter of representations (the "Representations Letter") with DTC. The Company understands and acknowledges that a the execution of the Certificate Agreement by you is a necessary prerequisite to the provision of book-entry services under this Agreement and as such, the Company agrees, (x) to be bound by the provisions of the Certificate Agreement and (y) that the Certificate Agreement shall supplement the provisions of this Agreement and (y) that the Certicate Agreement shall supplement the provisions of this Agreement. A copy of the Certificate Agreement and the Representations Letter are attached hereto as Exhibit B and Exhibit C, respectively.
On each date that the Company desires to issue a Book Entry Note, an Authorized Company Officer or Designated Company Individual shall provide you with issuance instructions (the "Issuance Instructions") specifying the issue date, maturity date, the principal amount, the amount of discount form the principal amount, and the payee and the payee's settlement bank which is a participant in the DTC book-entry commercial paper program. Each
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Book-Entry Note shall have a principal amount of not less than $100,000 and will mature no later than 270 days from the original issue date thereof. If you receive the Issuance Instructions prior to 2:00 p.m., New York City time, you will process, and if you receive the Issuance Instructions after 2:00 p.m., New York City time, you will use your best efforts to process, such Issuance Instructions on the date of receipt of such Issuance Instructions in accordance with and subject to (I) this Agreement, (ii) the procedures set forth in the DTC Commercial Paper Issuing/Paying Agent Manual (the "Manual"), (iii)the Rules of The Depository Trust Company, including, without limitation, the DTC Same-Day Funds Settlement System Rules (collectively, the "rules") and (iv) the terms and conditions of the Certificate Agreement. Unless otherwise instructed by an Authorized Company Officer or Designated Company Individual, each Book-Entry Note delivery under this Agreement shall be made against payment as more fully set forth in this Agreement. In the event of a conflict between the terms of this Agreements and the terms of the Manual, the Certificate Agreement or the Rules, the provisions of the Manual, the Certificate Agreement or the Rules shall control.


No Note shall be delivered by you except against payment of the Purchase Price therefor as provided in this paragraph. A Certificated Note shall be deemed delivered against payment of the Purchase Price therefor if, at the time you deliver such Certicated Note to the Dealer or to the consignee thereof, you receive the receipt of the Dealer or the same day, you will actually receive the Purchase Price of such Certificated Note from the Purchase Price therefor upon credit to your account at DTC in accordance with the provisions of the Manual and the Rules.


Should the delivery of Notes and the actual receipt by you of the Purchase Price therefor not be completed simultaneously, you shall incur no liability for the nonpayment of the Notes. In the event that you shall not receive payment of the Purchase Price of any Note at the times and in the manner specified above, you shall notify the Company and the Guarantor promptly of such nonpayment and cancel such Note and the Guarantee affixed thereto.


All proceeds of the sale of Notes issued by you as issuing and paying agent hereunder shall be transferred by you promptly in immediately available U.S. Dollar funds to an account of the Company maintained at a bank in the continental United States of America or may be applied by you to satisfy the payment of Notes at maturity, in either case as shall be directed by an Authorized Company Officer or Designated Company Individual form time to time by written notice.


You agree to provide the Company the means by which to electronically access daily settlement information including the maturity date of each Note and the aggregate principal amount of all Notes maturing on any date on which Notes mature. Information transmitted by you to the Company and by the Company to you by or through computer terminals or similar devices shall be considered to be in writing for all purposes of this Agreement. The Company will cause to be transferred to you by wire, prior to 1:00 p.m. on such maturity date, an amount of immediately available U.S. Dollar funds equal to the aggregate principal amount of all Notes outstanding under which there may be made a demand for payment on such maturity date in accordance with the terms thereof.


In the event that the Company fails to make such payment to you at such time, you shall promptly demand such payment from each of the Company and the Guarantor, specifying the issue date, maturity date and principal amount of each such Note. The Guarantor will cause to be transferred to you by wire, on demand,
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an amount in immediately available U.S. Dollar funds equal to the lesser of the amount demanded by you and the amount then available form payment under the terms of the Guarantees.


In the event that you shall receive payment under the Guarantees form the Guarantor, all amount received from the Guarantor shall be deposited into a non-interest bearing trust account (the "Trust Account") maintained by you for the benefit of the holders of the Notes. Moneys on deposit in the Trust Account shall be paid to the holders of the Notes in accordance with the terms of this Agreement. Neither the Company nor the Guarantor shall have any right to withdraw any moneys from the Trust Account' provided, however, that if all Notes shall have been paid in full, any amounts then remaining in the Trust Account shall be available for withdrawal by the Guarantor.
You shall make payments of amounts received in accordance with the terms of the Agreement from the Company or the Guarantor to the holders of the Notes. You shall not have any obligation to make any payment on any Note unless you shall have received and collected payment in immediately available U.S. Dollar funds form or on behalf of the Company or the Guarantor in an amount which is sufficient to make such payment in full.
Each Cerificated Note properly presented to you for payment on or after the maturity date thereof shall be deemed a request by the holder of such Certicated Note that you pay such funds to such holder. You shall pay the principal amount of the Certificated Note, provided that you shall have received from or on behalf of the Company, or the Guarantor immediately available U.S. Dollar funds in an amount which is sufficient to make such payment in full to the holder of such Certificated Note. Upon such payment, you will mark such Certificated Note "paid" and cancel such Certificated Note and the Guarantee affixed thereto. Within ten Business Days after such payment, you will send by mail to the Company each such canceled Certificated Note with such Canceled Guarantee.
The Company hereby warrants and represents to you, which shall be a continuing warranty and representation, that (i) the Company's entering into this Agreement, and your appointment as issuing and paying agent by the Company, have been duly authorized by all necessary corporate action on the part of the Company, (ii) all Notes delivered to you pursuant to this Agreement, the Manual or the Rules are duly authorized, executed and delivered by it to you, and (iii) the foregoing will not violate, breach or contravene any law, rule, regulation, order, material contract or agreement binding upon the Company.
The Guarantor hereby warrants and represents to you, which shall be a continuing warranty and representation, that (i) the Guarantor's entering into this Agreement has been duly authorized by all necessary corporate action on the part of the Guarantor, (ii) the Guarantees have been duly authorized, executed and delivered by the Guarantor, and (iii) the foregoing will not violate, breach or contravene any lows, rule, regulation, order, material contract or agreement binding upon the Guarantor.
The Company agrees that you shall not be responsible for (i) the validity, sufficiency or genuineness of any Note, (ii) the truth or accuracy of any statement contained in any Note, whether or not the same is in fac ...