EXHIBIT 10.25


 


REPURCHASE AGREEMENT


 


This Repurchase Agreement (this “Agreement”) is made as of February 23,
2005, by and between UnionBanCal Corporation, a Delaware corporation (the “Company”),
and The Bank of Tokyo-Mitsubishi, Ltd. (“Seller”).


 


Background


 


(a)           Seller is the record and beneficial
owner of 91,732,217 shares of common stock of the Company (the “Common Stock”).


 


(b)           Seller desires to sell, and the
Company desires to repurchase (the “Repurchase”), the Repurchase Shares (as
defined herein).


 


Terms of Agreement


 


NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
contained herein, and for good and valuable consideration, the adequacy and
receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:


 


1.             Repurchase Obligations.  Subject to the terms set forth herein, the
Company shall repurchase 3,475,843 shares of Common Stock (the “Repurchase
Shares”) from Seller, and Seller shall sell all of the Repurchase Shares to the
Company, at a purchase price equal to $57.54 per share (the “Repurchase Price”).


 


2.             Closing.  Delivery of, and payment of the Repurchase
Price for, the Repurchase Shares shall be deemed made at the offices of
Shearman & Sterling LLP, 525 Market Street, San Francisco,
California  94105, with delivery of the
Repurchase Shares being made via book-entry transfer on the books of the
Company maintained by the Company’s transfer agent pursuant to the procedures
of such transfer agent and payment of the Repurchase Price for the Repurchase
Shares being made to The Bank of Tokyo-Mitsubishi, Ltd., Head Office Account
with The Bank of Tokyo-Mitsubishi, Ltd., New York Branch, account number
30009622.  Such delivery shall be made by
7:00 p.m. Pacific Time on the date of this Agreement, and such payment shall
be made by 8:00 a.m. Pacific Time on the next succeeding business day, or
at such other times as the parties hereto may agree, which time shall


 


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be deemed
commensurate with the execution hereof. 
The time and date of such delivery and the payment for the Repurchase
Shares are herein called the “Closing.”


 


(a)           Seller’s Obligation. Upon the
Closing:


 


(i)    Seller
shall deliver to the Company the Repurchase Shares and the appropriate stock
powers, properly signed and with any necessary documentary or transfer tax
stamps duly affixed and cancelled, free and clear of any claims, liens,
security interests, restrictions, pledges and encumbrances of any kind (except
for such restrictions on transfer as may exist generally under applicable
federal and state securities laws), and a completed Internal Revenue Service Form W-8BEN.


 


(ii)   Seller
shall pay and shall indemnify and hold harmless the Company against any and all
transfer, documentary, stamp, registration and any similar taxes or other
charges incurred in connection with the Repurchase.


 


(b)           Company’s Obligation. Upon the
Closing, the Company shall deliver to Seller, via wire-transfer, funds equal to
US$200,000,000, representing payment in full of the Repurchase Price without
any U.S. withholding taxes.


 


3.             Rights as a Shareholder.  Upon the Repurchase, the Company shall
acquire all rights as a shareholder of the Company with respect to the
Repurchase Shares upon the recording of the transfer of the Repurchase Shares
to the Company in the books of the Company.


 


4.             Representations and Warranties
of Seller. Seller hereby represents and warrants to the Company as follows:


 


(a)           Good and Marketable Title.
Seller has good and valid title to the Repurchase Shares being sold pursuant to
this Agreement, free and clear of all liens, encumbrances, security interests
and claims whatsoever, and at the Closing, upon the sale and delivery of, and
payment for, such Repurchase Shares, as provided herein, Seller will convey to the
Company good and valid title to such Repurchase Shares, free and clear of all
liens, encumbrances and security interests.


 


(b)           Authorization of Agreement.
This Agreement has been duly authorized, executed and delivered by Seller.


 


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(c)           Absence of Violations; No
Conflicts. The execution and delivery of this Agreement by or on behalf of
Seller, the sale of the Repurchase Shares by Seller, the consummation of any of
the other transactions contemplated herein, and the fulfillment of the terms
hereof, have not violated and will not violate the organizational documents of
Seller, any provision of law or regulation or any material contract to which
Seller is subject, or any order or decree of any governmental authority to
which Seller is subject.


 


(d)           Absence of Proceedings. No
actions, suits or proceedings before or by any court or governmental agency,
body or authority, or arbitrator are pending or, to the best of Seller’s
knowledge, threatened or contemplated, seeking to prevent the sale of the
Repurchase Shares or the consummation of the transactions contemplated by this
Agreement.


 


(e)           Absence of Manipulation.
Seller has not taken, directly or indirectly, any action designed to constitute
or which has constituted or which has caused or resulted in or might reasonably
be expected to cause or result in, under the Securities Exchange Act of 1934 or
otherwise, the stabilization or manipulation of the price of any security of
the Company to facilitate the sale of the Repurchase Shares.


 


5.             Representations and Warranties
of the Company. The Company hereby represents and warrants to Seller as
follows:


 


(a)           Authorization of Agreement.
This Agreement has been duly authorized, executed and delivered by the Company.


 


(b)           Absence of Violations; No
Conflicts. The execution and delivery of this Agreement by or on behalf of
the Company, the purchase of the Repurchase Shares by the Company, the
consummation of any of the other transactions contemplated herein, or the
fulfillment of the terms hereof, have not violated and will not violate the
organizational documents of the Company, any provision of law or regulation or
any material contract to which the Company is subject, or any order or decree
of any governmental authority to which the Company is subject.


 


(c)           Absence of Proceedings. No
actions, suits or proceedings before or by any court or governmental agency,
body or authority, or arbitrator are pending or, to the best of the Company’s
knowledge, threatened or contemplated, seeking to prevent the purchase of the
Repurchase Shares or the consummation of the transactions contemplated by this
Agreement.


 


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6.             Expenses.  Any and all out-of-pocket expenses, including
all fees and expenses of agents, representatives, counsel, and accountants,
incurred by the Company in connection with or arising out of the Repurchase,
including the preparation, execution and performance of this Agreement and the
transactions contemplated hereby, shall be paid 50% by Seller and 50% by the
Company.  Any such expenses shall be paid
by Seller promptly upon, and in no event later than thirty days after, Seller’s
receipt of a written statement from the Company setting forth in reasonable
detail the expenses incurred by the Company.


 


7.             Specific Performance; Limitation
on Liability. The parties acknowledge and agree that in the event of any
breach of this Agreement, the parties would be irreparably harmed and could not
be made whole by monetary damages. It is accordingly agreed that each of the
Company and Seller, in addition to any other remedy to which it may be entitled
at law or in equity, shall be entitled to compel specific performance of the
transactions contemplated by this Agreement.


 


8.             Governing Law. This
Agreement shall be construed and enforced in accordance with, and governed by,
the laws of the State of New York, including, without limitation, Section 5-1401
of the New York General Obligations Law.


 


9.             Public Announcement. The
Company and/or the Seller shall issue a press release or a public statement
with respect to the transactions contemplated by this Agreement as soon as
practicable after the Closing; provided, however, that the
Company and Seller shall consult with each other before issuing any press
release or making any public statements with respect to the transactions
contemplated by this Agreement and shall not issue any such press release or
make any such public statement prior to approval by the other party of the
contents of such release or statement, except as may be required by law, court
process or by obligations pursuant to any listing agreement with a national
securities exchange.


 


10.           Entire Agreement. This
Agreement constitutes the entire and final agreement and understanding between
the parties with respect to the subject matter hereof and supersedes all prior
agreements relating to the subject matter hereof which are of no further force
or effect.


 


11.           Amendments. No amendment or
modification of this Agreement shall be effective unless set forth in writing
and signed by the parties hereto.


 


12.           Counterparts. This Agreement
may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.


 


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IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement as
of the date first above written.


 


 


	
   

  	
  The Company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNIONBANCAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David I. Matson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David I. Matson

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF TOKYO-MITSUBISHI, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tetsuo Iwata

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Tetsuo
  Iwata

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
					



 


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