FISCAL AGENCY AGREEMENT AMONG JAPAN FINANCE ORGANIZATION FOR MUNICIPALITIES JAPAN THE BANK OF TOKYO — MITSUBISHI UFJ, LTD., LONDON BRANCH Fiscal Agent, Principal Paying Agent and Transfer Agent AND UNION BANK, N.A. U.S. Representative of the Fiscal...
Exhibit 5.D.
AMONG
JAPAN
THE BANK OF TOKYO — MITSUBISHI UFJ, LTD., LONDON BRANCH
Fiscal Agent,
Principal Paying Agent
and Transfer Agent
AND
UNION BANK, ▇.▇.
▇.▇. Representative of the Fiscal Agent,
Principal Paying Agent and Transfer Agent
▇.▇. Representative of the Fiscal Agent,
Principal Paying Agent and Transfer Agent
Dated
as of January 6, 2011 (New York City time) / January 7, 2011 (Tokyo time)
$1,000,000,000
4.000%
Guaranteed Bonds due January 13, 2021
This
FISCAL AGENCY AGREEMENT, is made as of January 6, 2011 (New York City
time) / January ▇, ▇▇▇▇ (▇▇▇▇▇
▇▇▇▇), ▇▇▇▇▇ ▇▇▇▇▇ FINANCE ORGANIZATION FOR MUNICIPALITIES (the “Issuer”), JAPAN, THE BANK OF
TOKYO-MITSUBISHI UFJ, LTD., LONDON BRANCH, a corporation organized and existing under the laws of
Japan, as Fiscal Agent, Principal Paying Agent and Transfer Agent, and UNION BANK, N.A., a banking
corporation organized and existing under the laws of the United States of America, as U.S.
Representative of the Fiscal Agent.
In this Agreement, unless otherwise defined herein, “Business Day” means any day on which
commercial banks and foreign exchange markets settle payments and are open for general business
(including dealings in foreign exchange and foreign currency deposits) in: (a) the relevant place
of payment and (b) The City of New York, London and Tokyo.
1. FORMS
AND DENOMINATIONS. (a) The Issuer has agreed to issue
$1,000,000,000 (one billion U.S. dollars) (“U.S.
dollars” and “$” refer to the lawful currency of the United States of America) principal amount of
its 4.000% Guaranteed Bonds due January 13, 2021 (collectively, the “Securities”, or each a “Security”). The
Securities are issuable only in fully registered form, without coupons, in denominations of
$100,000 and integral multiples thereof, substantially in the form set forth in Exhibit A-1 or A-2
hereto.
(b) Japan will unconditionally and irrevocably guarantee the payment of the principal of and
interest on the Securities, such guarantee of each Security to be evidenced by a guarantee in the
form annexed as Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of
Japan or the facsimile of the official seal of the Minister of Finance of Japan or of another duly
authorized representative of Japan. Japan agrees that each Security authenticated and delivered in
accordance with the provisions hereof shall bear such guarantee.
(c) The Securities shall initially be issued in the form of (1) one or more fully registered
global securities registered in the name of Cede & Co., as the nominee of The Depository Trust
Company, New York (“DTC”) (the “DTC Global Securities”), and (2) one fully registered global
security registered in the name of the nominee of the common depositary for Euroclear Bank S.A. /
N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) (the
“International Global Security”, and together with the DTC Global Securities, the “Global
Securities” and each a “Global Security”). The DTC Global Securities will be substantially in the
form attached as Exhibit A-1, and the International Global Security will be substantially in the
form attached as Exhibit A-2, in either case with such changes as may be agreed between the Issuer
and the Fiscal Agent, as defined in Section 2(a).
(d) So long as Cede & Co., as nominee of DTC, is the registered holder of the DTC Global
Securities and subject to applicable law, DTC or its nominee, as the case may be, will be
considered the sole owner or holder of the Securities represented by the DTC Global Securities for
all purposes under this Agreement and such Securities. Likewise, so long as the nominee of the
common depositary for Euroclear and Clearstream, Luxembourg, is the registered holder of the
Securities represented by the International Global Security and subject to applicable law, such
nominee will be considered the sole owner or holder of the Securities represented by the
International Global Security for all purposes under this Agreement and such Securities. Except as
set forth below, owners of beneficial interests in the Global Securities will not, except in the
limited circumstances described in Section 5, be entitled to have the Securities represented by the
Global Securities registered in their names, will not receive or be entitled to receive Securities
in definitive
registered form and will not be considered owners or holders thereof under this Agreement or
such Securities. The Securities in definitive registered form, if any, will be substantially in
the form attached as Exhibit A-1 or A-2, as applicable, with the appropriate changes thereto,
consistent with the provisions of this Agreement, as may be agreed between the Issuer and the
Fiscal Agent. Neither the Issuer nor the Fiscal Agent will have any responsibility or liability
for any aspect of the records relating to or payments made by DTC, Euroclear or Clearstream,
Luxembourg (together, the “Clearing Systems”) on account of beneficial ownership interests in the
Global Securities or for maintaining, supervising or reviewing any records of the Clearing Systems
relating to such beneficial ownership interests.
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2. FISCAL AGENT; OTHER AGENTS. (a) The Issuer and Japan hereby appoint The Bank of
Tokyo-Mitsubishi UFJ, Ltd., London Branch, also acting through its U.S. Representative, Union Bank,
N.A. (the “U.S. Representative”), at present having its office in London, as fiscal agent of the
Issuer and Japan in respect of the Securities upon the terms and subject to the conditions herein
set forth, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, hereby accepts such
appointment. The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch and Union Bank, N.A. in its
capacity as U.S. Representative, and their successors as qualified or appointed in accordance with
Section 8 hereof, are herein called the “Fiscal Agent”. For so long as The Bank of
Tokyo-Mitsubishi UFJ, Ltd., London Branch is the Fiscal Agent hereunder and Union Bank, N.A. is the
U.S. Representative hereunder, (i) the Fiscal Agent shall notify the Issuer and Japan promptly upon
acquiring actual knowledge that the U.S. Representative is not performing its obligations hereunder
and (ii) Union Bank, N.A. shall notify the Issuer and Japan promptly upon acquiring actual
knowledge that The Bank of Tokyo-Mitsubishi UFJ, Ltd. has ceased to own a majority of the shares in
Union Bank, N.A. The Fiscal Agent shall have the powers and authority granted to and conferred
upon it in the Securities and hereby and such further powers and authority to act on behalf of the
Issuer and Japan as the Issuer and Japan may hereafter grant to or confer upon it. All of the
terms and provisions with respect to such powers and authority contained in the Securities are
subject to and governed by the terms and provisions hereof. The Issuer and Japan reserve the right
to appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment
of principal of and interest on the Securities or for the transfer and exchange of Securities at
such place or places as the Issuer may determine. The Issuer shall notify the Fiscal Agent of the
appointment of any such Agent. For that purpose the Issuer and Japan hereby appoint The Bank of
Tokyo-Mitsubishi UFJ, Ltd., London Branch, at Ropemaker Place, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ (also acting
through the U.S. Representative at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
10022) as Principal Paying Agent and Transfer Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
London Branch and the U.S. Representative hereby accept such appointment.
(b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, the
Issuer hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and
submission of all necessary forms and claims (including the interest receipt confirmations and the
claims for exemption to be submitted to the competent Japanese tax authority) in relation to the
Issuer’s Japanese withholding tax obligations and (ii) making the necessary payments to the
Japanese tax authorities in accordance with operating procedures to be agreed between the Issuer
and the Fiscal Agent. The Fiscal Agent shall be responsible only for performing such obligations
as are expressly provided for in the operating procedures, and no implied obligations on the part
of the Fiscal Agent shall be read into this Agreement or the operating procedures. The operating
procedures may be amended from time to time to reflect any changes in Japanese tax laws and the
practices of tax authorities in Japan.
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3. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. (a) The Securities will be executed on
behalf of the Issuer with either the signature or the facsimile signature of the President and
Chief Executive Officer of the Issuer or a duly authorized agent of the Issuer. The guarantee of
Japan will bear the facsimile signature of the Minister of Finance of Japan or the facsimile of the
official seal of the Minister of Finance of Japan or of another duly authorized representative of
Japan. The Issuer and Japan may, respectively, adopt and use either the signature or the facsimile
signature of any person who shall have been such President and Chief Executive Officer or such
agent of the Issuer or such Minister of Finance or such representative of Japan, notwithstanding
the fact that when any Security shall be authenticated and delivered, he shall have ceased to be
such President and Chief Executive Officer or such agent of the Issuer or such Minister of Finance
or such representative of Japan.
(b) The Fiscal Agent is authorized, upon receipt of Securities duly executed on behalf of the
Issuer and bearing the duly executed guarantee of Japan as herein provided, together with a written
order or orders to authenticate and deliver Securities in a stated aggregate principal amount, to
authenticate such Securities, and to deliver said Securities to or upon the order of the Issuer
signed by the President and Chief Executive Officer of the Issuer or such person’s
attorney-in-fact. Thereafter, the Fiscal Agent is authorized to authenticate and deliver
Securities in accordance with the provisions therein or hereinafter set forth. The aggregate
principal amount of Securities to be issued and outstanding at any time, whether in the form of the
Global Securities or Securities in definitive registered form issued in exchange for a Global
Security in accordance with Section 5, shall not exceed
$1,000,000,000, plus the aggregate principal amount of
any additional Securities issued by the Issuer in accordance with Section 9 of this Agreement.
(c) The Securities shall be dated the date of their authentication by the Fiscal Agent,
except as otherwise provided in Sections 5(a), 5(c) and 5(h) in connection with the Securities
authenticated and delivered upon transfer or exchange or in lieu of the Global Securities.
4. PAYMENT, REDEMPTION AND CANCELLATION. (a) Subject to the following provisions, the
Issuer will pay to the Fiscal Agent the amounts at the times, and for the purposes, set forth
herein and in the Securities. The Issuer hereby authorizes and directs the Fiscal Agent from funds
so paid to it, to make or cause to be made payment of principal of and interest on the Securities
as set forth herein and in accordance with the text of the Securities and the requirements of
applicable law.
(b) Subject to Sections 4(c), 4(d) and 4(l), as early as possible on each interest payment
date and on the redemption or maturity date, the Fiscal Agent will arrange directly or with any
other Agent for the payment from funds furnished by the Issuer of the principal of and interest on
the Securities in immediately available funds by U.S. dollar check drawn on, or by transfer to a
U.S. dollar account maintained by the payee, in such other manner as may be set forth or provided
for in the text of the Securities. If the applicable due date for payment is not a Business Day,
payment will be made on the next succeeding day which is a Business Day. Notwithstanding the
foregoing, the Issuer may pay to an Agent specifically designated for such purpose funds for the
payment of principal of and interest on the Securities under an agreement with respect to such
funds containing substantially the same terms and conditions set forth in this Section 4(b) and in
Sections 4(c), 4(d), 4(e), 4(f), 4(g), 4(l) and 7(b) of this Agreement; and the Fiscal Agent shall
have no responsibility with respect to any funds so paid by the Issuer to any such Agent.
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(c) In compliance with Japanese tax laws and the practices of tax authorities in Japan, in
respect of any interest payment on the DTC Global Securities hereunder, the Fiscal Agent shall act
in accordance with the IPMA Operating Manual on “Japanese Withholding Tax on Certain International
Issues Held Through DTC” (the “DTC Procedures”) dated January 28, 2000, and, in respect of any
interest payment on the International Global Security, the Fiscal Agent shall act in accordance
with the IPMA Operating Manual on “Japanese Withholding Tax on Certain Eurobond Issues” (the
“Manual”) dated 24th June, 1998 (as amended). Except as otherwise provided in this Agreement,
the Fiscal Agent shall be responsible only for performing such services as are specifically
provided for in the DTC Procedures, the Manual, or such other procedures actually known by the
Fiscal Agent, as applicable and as may be amended or modified and communicated to the Fiscal Agent
from time to time.
(d) If and so long as payments of interest may be made without deduction or withholding for or
on account of Japanese tax only upon receipt of duly executed certifications, claims for exemption,
notifications or other documentation (“Tax Documentation”), the Fiscal Agent shall (i) collect the
required Tax Documentation from holders and clearing organizations, (ii) review the Tax
Documentation, and sign any required confirmations, and (iii) promptly deliver the Tax
Documentation (directly or through the relevant Agent, in the case of Tax Documentation collected
by such Agent) to the Issuer or, at the Issuer’s request, the relevant Japanese District Tax
Office. The Fiscal Agent may rely on the information provided in Tax Documentation (including,
where relevant, supporting documentation) in the absence of actual knowledge that such information
is incorrect. The Fiscal Agent shall furnish forms of certifications to holders of the Securities
upon request, and shall use reasonable endeavors to assist holders in claiming available
exemptions, but shall not be liable for a holder’s failure to qualify for such an exemption.
(e) If a holder of the Securities satisfies the requirements for claiming an exemption from
Japanese withholding tax after the date on which an amount in respect of such tax is withheld and
before the date on which the tax is actually paid to the Japanese tax authorities, then the Issuer
and the Fiscal Agent (on its behalf and out of funds paid to it from the Issuer) shall, to the
extent it is possible to do so, pay the amount withheld (after the deduction of reasonable costs,
including amounts in respect of changes in foreign exchange rates) to the holder.
(f) Under procedures agreed with the Issuer, the Fiscal Agent shall deliver tax certifications
and related confirmations signed by or on behalf of the Issuer, together with payment of any
applicable withholding taxes, to the relevant Japanese District Tax Office on or before the date on
which such taxes are required under Japanese law or administrative practice to be paid.
(g) The Fiscal Agent shall retain copies of Tax Documentation for a period of five years from
the date as prescribed by law and shall make such documentation available for inspections by the
Issuer and any relevant tax authorities in Japan upon reasonable request.
(h) The Fiscal Agent or its U.S. Representative shall comply with any United States federal
tax withholding and information reporting requirements imposed on the Issuer and the Fiscal Agent
or its U.S. Representative in connection with payments on the Securities, including the backup
withholding requirements of the United States Internal Revenue Code of 1986 (as amended) and the
regulations thereunder. The Fiscal Agent or its U.S. Representative shall retain copies of any
documentation received in connection with its compliance of the United States information reporting
requirements for a period of five years from the date such documentation is received or for any
greater period as may be required by the relevant United States laws and shall
make such documentation available for inspections by the Issuer and any relevant tax
authorities in the United States upon reasonable written request.
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(i) The Fiscal Agent shall open or maintain a U.S. dollar account entitled “Japan Finance
Organization for Municipalities Fiscal Agency Account” in which all monies paid for the service of
the Securities shall be carried.
(j) The Fiscal Agent shall not be under any liability for interest on any monies at any time
received by it pursuant to any of the provisions of this Agreement or of the Securities except such
as it pays on similar deposits or as may be agreed on by the Fiscal Agent and the Issuer and Japan.
(k) In case the Issuer shall elect to redeem Securities, in whole but not in part, and the
Issuer determines and certifies to the Fiscal Agent immediately prior to the giving of the notice
of the redemption that, as a result of any change in, or amendment to, the laws or treaties (or any
regulations or rulings promulgated thereunder) of Japan (or any political subdivision or taxing
authority of Japan) affecting any present or future taxes, duties, assessments or governmental
charges of whatever nature imposed or levied by or on behalf of Japan, or any authority therein or
thereof having power to tax (“Taxes”), or any change in official position regarding the application
or interpretation of these laws, treaties, regulations or rulings (including a holding, judgment or
order by a court of competent jurisdiction), which change, amendment, application or interpretation
becomes effective on or after January 13, 2011, the Issuer is, or on the next interest payment date would
be, required to pay any additional amounts as may be necessary in order that the net amounts
received by any beneficial owner of the Securities after withholding or deduction for or on account
of any Taxes shall equal the respective amounts of principal and interest which would have been
receivable by such beneficial owner in respect of the Securities in the absence of such withholding
or deduction, that cannot be avoided by measures reasonably available to the Issuer, the Fiscal
Agent shall cause to be published on behalf of the Issuer at the Issuer’s cost irrevocable notice
of intention to redeem the Securities on the date therein designated, and stating that on said
redemption date there will become and be due and payable upon each Security so to be redeemed the
redemption price payable upon such redemption in U.S. dollars, at the place or places specified in
such notice, and that from and after such redemption date interest thereon will cease to accrue;
provided that no notice of redemption shall be given earlier than ninety (90) days prior to the
earliest date on which the Issuer would be obligated to make the withholding if a payment in
respect of the Securities were then due. Prior to the publication and sending of any notice of
redemption of the Securities pursuant to the foregoing, the Issuer will deliver to the Fiscal Agent
an opinion of independent counsel of recognized standing or an opinion of a tax consultant of
recognized standing to the effect that the circumstances referred to above exist. The Fiscal Agent
shall accept such opinion of counsel or tax consultant, as the case may be, as sufficient evidence
of the satisfaction of the conditions precedent described above and shall be entitled to rely on
such opinion of counsel or tax consultant, and it shall be conclusive and binding on the registered
holders of the Securities. Such notice shall be published in a daily newspaper in the English
language of general circulation in The City of New York and in a daily newspaper in the English
language of general circulation in London, England, at least once prior to the redemption date,
such publication to be not less than thirty (30) days nor more than sixty (60) days prior to the
redemption date, provided that for so long as the Securities are held in book-entry form such
notices may be given by delivery of the relevant notice to DTC, Euroclear, and Clearstream,
Luxembourg, for communication by them to their respective participants in substitution for
publication in any such newspaper. In case, by reason of the temporary or permanent suspension of
the publication or
general circulation of any newspaper or by reason of any other cause, it shall be impossible
or impracticable to publish such notice in the manner herein provided, then such method of
publication in lieu thereof as shall be approved by the Fiscal Agent shall constitute a sufficient
publication of such notice. Such notice shall also be sent by the Fiscal Agent by mail, postage
prepaid, not less than thirty (30) days nor more than sixty (60) days prior to the redemption date
to the registered holders of all the Securities, at the addresses of such holders as they shall
appear in the register maintained by the Fiscal Agent; but no failure to mail such notice to such
registered holders nor any defect therein nor failure to receive the same shall affect the validity
and effectiveness of the call and redemption of any Securities so to be redeemed.
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(l) All Securities surrendered for payment, redemption, registration of transfer or exchange
shall be promptly cancelled by the Fiscal Agent or such other person as may be designated by the
Issuer. All cancelled Securities which were surrendered to anyone other than the Fiscal Agent
shall be delivered by such other person (including any transfer agent) to the Fiscal Agent. All
cancelled Securities held by the Fiscal Agent shall be destroyed by the Fiscal Agent, and the
Fiscal Agent shall furnish to the Issuer and Japan a certificate with respect to such destruction.
The Issuer and Japan shall be entitled to have their representatives present at the time of any
such destruction but no notice of such destruction need be furnished prior thereto.
(m) In the event that Securities in definitive registered form are issued, the Fiscal Agent
shall make or cause to be made payment of interest on any such Securities directly to registered
holders of such Securities in whose names such Securities were registered at the close of business
on the record date for such payment (as defined in the Global Securities). Payment of principal on
any Security in definitive registered form will be made only upon surrender of such Security in
definitive registered form at the office of the Fiscal Agent or any other duly appointed Agent. The
Fiscal Agent shall provide notice of such final payment to registered holders mailed not later than
the fifteen (15) days before such final payment. Payments will be made on the due date therefor in
immediately available funds by wire transfer or by check mailed to the addresses of such holders as
they appear on the register maintained by the Fiscal Agent. If the applicable due date for payment
is not a Business Day, payment will be made on the next succeeding day which is a Business Day.
5. EXCHANGE AND REPLACEMENT OF SECURITIES. (a) The Fiscal Agent is hereby authorized from
time to time in accordance with the provisions of the Securities and of this Section to
authenticate and deliver to the registered holder thereof:
(i) Global Securities or Securities in definitive registered form, as the case may
be, in exchange for or in lieu of Global Securities or Securities in definitive registered
form, as the case may be, which become mutilated, destroyed, stolen or lost; and
(ii) Global Securities or Securities in definitive registered form, as the case may
be, of authorized denominations in exchange for a like aggregate principal amount of Global
Securities or Securities in definitive registered form, as the case may be, of other
authorized denominations.
All Securities so authenticated by the Fiscal Agent shall bear the guarantee of Japan in the
form herein provided for.
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Each Security authenticated and delivered upon any transfer or in exchange for or in lieu of
the whole or any part of any Security shall carry all rights to interest accrued and unpaid and to
accrue which were carried by the whole or such part of such Security and shall be so dated that
neither gain nor loss of interest shall result from such transfer, exchange or substitution.
(b) Subject to subsection (c) of this Section, no service charge shall be made for any such
transfer, exchange or registration of transfer or exchange of Securities, but the Issuer, Japan or
the Fiscal Agent (and any other Agent appointed by the Issuer pursuant to Section 2 of this
Agreement) may require payment of a sum sufficient to cover any transfer, stamp or other tax or
other governmental charge required to be paid in connection therewith.
(c) In case any Security certificate shall at any time become mutilated or destroyed or
stolen or lost then, provided that such Security, or evidence of the destruction, theft or loss
thereof (together with the indemnity hereinafter referred to and such other documents as may be
required in the premises) shall be delivered to the Fiscal Agent (which term, for the avoidance of
doubt, includes the U.S. Representative) or in the case of Security in definitive registered form,
delivered to either the Fiscal Agent or any transfer agent, a replacement Security of like tenor
and principal amount and bearing the guarantee of Japan in the form herein provided for, will be
issued by the Issuer and, at its request, authenticated and delivered by the Fiscal Agent, in
exchange for the Security so mutilated, or in lieu of the Security destroyed or stolen or lost; and
provided further that, in the case of destroyed, stolen or lost Securities, the Issuer, Japan, the
Fiscal Agent and any transfer agent shall have received evidence satisfactory to them that such
Securities were destroyed, stolen or lost, and shall also have received an indemnity satisfactory
to each of them. All expenses and reasonable charges associated with procuring any indemnity and
with the preparation, authentication and delivery of a replacement Security shall be borne by the
holder of the Security mutilated, destroyed, stolen or lost. Upon the issuance of any replacement
Security under this Section 5(c), the Issuer, Japan, the Fiscal Agent or any transfer agent may
require the payment of a sum sufficient to cover any transfer, stamp or other tax or other
governmental charge that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Fiscal Agent) connected therewith. In case such mutilated, destroyed,
stolen or lost Security has become or is about to become due and payable, the Issuer in its
discretion may, instead of issuing a new Security, pay or cause to be paid such Security.
Every replacement Security issued pursuant to this Section 5(c) in exchange for or in lieu of
any mutilated, destroyed, stolen or lost Security shall constitute a contractual obligation of the
Issuer guaranteed by Japan, whether or not the mutilated, destroyed, stolen or lost Security shall
be at any time enforceable by anyone (but, for the avoidance of doubt, shall not constitute an
issuance of Securities in excess of the maximum aggregate principal amount set forth in Section
3(b) of this Agreement). Any replacement Security delivered pursuant to this Section 5(c) shall be
so dated that neither gain nor loss of interest shall result from such replacement.
(d) The Issuer will promptly make available to the Fiscal Agent a reasonable supply of
Securities in definitive registered form and will issue or cause to be issued Securities in
definitive registered form upon registration of transfer of, or exchange for, Securities
represented by the DTC Global Securities if DTC (a) notifies the Issuer that it is unwilling or
unable to continue as depositary for such DTC Global Security or (b) ceases to be a clearing agency
registered under the United States Securities Exchange Act of 1934, as amended, at a time when it
is required to be, and in either such case (a) or (b) a successor is not appointed by the Issuer
within ninety (90) days after receiving such notice or becoming aware that DTC is no longer so
registered.
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(e) The Issuer will promptly make available to the Fiscal Agent a reasonable supply of
Securities in definitive registered form and will issue or cause to be issued Securities in
definitive registered form upon registration of transfer of, or exchange for, Securities
represented by the International Global Security if Euroclear or Clearstream, Luxembourg is closed
for business for a continuous period of fourteen (14) days (other than by reason of legal holidays)
or announces an intention permanently to cease business.
(f) The Issuer may also at any time in its sole discretion determine not to have any of the
Securities represented by the Global Securities and, in such event, will issue or cause to be
issued Securities in definitive registered form upon registration of transfer of, or in exchange
for, Securities represented by Global Securities.
(g) The Issuer shall bear the costs and expenses of printing or preparing any Securities in
definitive registered form issued pursuant to Section 5(d), 5(e) and 5(f) above.
(h) Upon any such issuance pursuant to Section 5(d), 5(e) and 5(f) above of Securities in
definitive registered form in exchange for all the Securities represented by any Global Security,
the Fiscal Agent shall receive the relevant Global Securities from the custodian for DTC or the
common depositary for Euroclear and Clearstream, Luxembourg, as the case may be, shall cancel such
Global Securities and shall reduce the holdings of the registered holder of such Global Securities
on the register to nil and shall receive Securities in definitive registered form from the Issuer.
The Fiscal Agent shall have at least thirty (30) days from the date of its receipt of Securities in
definitive registered form, Global Securities submitted for exchange, registration information and
delivery information, whichever is latest, to authenticate and deliver such Securities in
definitive registered form in an aggregate principal amount equal to and in exchange for the DTC,
Euroclear or Clearstream, Luxembourg participants’ beneficial interests in the Securities
represented by the relevant Global Securities as of the record date for such exchange established
by the Issuer, as directed by DTC, Euroclear or Clearstream, Luxembourg, as the case may be. Such
Securities in definitive registered form shall be registered in such names and in such
denominations of $100,000 and integral multiples thereof, and delivered as DTC, Euroclear or
Clearstream, Luxembourg, pursuant to instructions from direct or indirect participants, shall
direct. All Securities represented by Securities in definitive registered form issued in exchange
for Securities represented by the relevant Global Securities shall be valid obligations of the
Issuer guaranteed by Japan, the holders of which shall be entitled to the same benefits under this
Agreement as the holders of the Global Securities. Exchanges of Global Securities for Securities
in definitive registered form as described in this subsection (h) shall be made at the Issuer’s
expense, without charge to DTC, Euroclear, Clearstream, Luxembourg or the common depositary.
(i) Unless the DTC Global Securities are presented by an authorized representative of DTC to
the Issuer, the Fiscal Agent or their respective agents for registration of transfer, exchange or
payment, and any replacement DTC Global Securities are registered in the name of a nominee of DTC,
and any payment is made to such nominee, any transfer, pledge or other use of the DTC Global
Securities for value or otherwise shall be wrongful since the registered holders of the DTC Global
Securities have an interest in the Securities evidenced by the DTC Global Securities.
(j) Neither the Fiscal Agent nor any transfer agent will be required to (i) exchange or
register the transfer of any Security selected for redemption; or (ii) exchange or register the
transfer of any Security for the period from the record date preceding the due date for any
payment to the payment date with respect to such Security.
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6. REGISTRATION AND TRANSFER. (a) The Fiscal Agent shall maintain, as agent of the Issuer
for the purpose, at its office in London, a register for (i) registering and maintaining a record
of the aggregate holdings of all DTC Global Securities and the International Global Security,
(ii) registering transfers between holders of the Global Securities, (iii) registering and
maintaining a record of the aggregate holdings of all definitive registered Securities,
(iv) registering transfers between holders of the definitive registered Securities and
(v) registering and maintaining a record of any further issues of Securities pursuant to Section 9
of this Agreement and any subsequent transfers thereof. In addition, the Fiscal Agent will
(i) maintain and promptly update the respective Schedules to the DTC Global Securities and the
International Global Security, and (ii) ensure that the sum of the respective aggregate principal
amounts shown by the latest entry in the respective Schedules to the DTC Global Securities and the
International Global Security does not exceed $1,000,000,000, plus the aggregate principal amount of any
additional Securities issued by the Issuer in accordance with Section 9 of this Agreement, at any
one time. Upon presentation for the purpose at the said office of the Fiscal Agent of any Security
duly endorsed by, or accompanied by delivery of a written instrument of transfer in form approved
by the Fiscal Agent duly executed by, the registered holder of the Security, or the registered
holder’s attorney thereunto duly authorized in writing, such Security shall be transferred upon
such register and a new Security, bearing the guarantee of Japan in the form herein provided for,
shall be authenticated and delivered in the name of the transferee. Transfers and exchanges of
Securities shall be subject to such reasonable regulations as may be prescribed by the Issuer.
Upon presentation for transfer or exchange of any Security in definitive form at any office of
any transfer agent accompanied by a written instrument of transfer in a form approved by the Fiscal
Agent duly executed by the registered holder or such registered holder’s attorney duly authorized
in writing, such Security and written instrument shall be forwarded to the office of the Fiscal
Agent. In addition, any transfer agent shall provide to Fiscal Agent such information as the
Fiscal Agent may reasonably require in connection with the delivery by such transfer agent of
Securities in the definitive form in exchange for other Securities.
(b) When book-entry interests in Securities are to be transferred from the account of a DTC
participant holding a beneficial interest in a DTC Global Security to the account of a Euroclear or
Clearstream, Luxembourg accountholder wishing to purchase a beneficial interest in an International
Global Security, on the settlement date, the custodian of the DTC Global Security, initially Union
Bank, N.A., will instruct the Fiscal Agent to:
| • | decrease the amount of Securities registered in the name of the nominee of DTC and evidenced by the relevant DTC Global Security; and |
| • | increase the amount of Securities registered in the name of the nominee of the common depositary for Euroclear and Clearstream, Luxembourg, and evidenced by the International Global Security. Book-entry interests will be delivered free of payment to Euroclear or Clearstream, Luxembourg as the case may be, for credit to the relevant accountholder on the first Business Day following the settlement date. |
-10-
(c) When book-entry interests in the Securities are to be transferred from the account of a
Euroclear or Clearstream, Luxembourg accountholder to the account of a DTC participant wishing to
purchase a beneficial interest in a DTC Global Security, on the settlement date, the common
depositary for Euroclear and Clearstream, Luxembourg, will:
| • | transmit appropriate instructions to the custodian of the DTC Global Security, initially Union Bank, N.A., who will in turn deliver such book-entry interests free of payment to the relevant account of the DTC participants; and |
| • | instruct the Fiscal Agent to: |
| • | decrease the amount of Securities registered in the name of the nominee of the common depositary for Euroclear and Clearstream, Luxembourg, and evidenced by the International Global Security; and |
| • | increase the amount of Securities registered in the name of the nominee of DTC and evidenced by the relevant DTC Global Security. |
7. CONDITIONS OF FISCAL AGENT’S OBLIGATIONS. Each of the Fiscal Agent and any other Agent
appointed under Section 2 herein accepts its obligations herein set forth, upon the terms and
conditions hereof, including the following, to all of which the rights hereunder of the holders
from time to time of the Securities shall be subject:
(a) Compensation and Indemnification. The Issuer agrees promptly to pay the Fiscal
Agent the compensation agreed upon with the Issuer for all services rendered by the Fiscal Agent
hereunder and to reimburse the Fiscal Agent for its reasonable out-of-pocket expenses (including
reasonable counsel fees) incurred, after prior general consultation with the Issuer, in connection
with the services rendered hereunder. The Issuer also agrees to indemnify each of the Fiscal Agent
(which term, for the avoidance of doubt, includes the U.S. Representative) and any other Agent
appointed under Section 2 hereof for, and to hold each of them harmless against, any loss, claim,
liability or expense incurred without negligence, willful misconduct or bad faith, arising out of
or in connection with its acting as such Fiscal Agent or such other Agent hereunder, as well as the
reasonable costs and expenses of defending against any such claim or liability. The provisions of
this Section shall survive the termination of this Agreement.
(b) Agent for the Issuer and Japan. In acting under this Agreement and in connection
with the Securities, each of the Fiscal Agent and any other Agent is acting solely as agent of the
Issuer and of Japan, and does not assume any obligation or relationship of agency or trust, for or
with any of the owners or holders of the Securities, except that all funds held by the Fiscal Agent
or any other Agent for payment of principal of or interest on the Securities shall be held in
trust, but need not be segregated from other funds except as required by law, and shall be applied
as set forth herein and in the Securities.
(c) Counsel. Each of the Fiscal Agent and any other Agent may consult with counsel
satisfactory to it and to the Issuer and to Japan, and the opinion of such counsel shall be full
and complete authorization and protection in respect of any action taken or thing suffered by it
hereunder in good faith and in accordance with the opinion of such counsel.
-11-
(d) Documents. Each of the Fiscal Agent and any other Agent shall be protected and
shall incur no liability for or in respect of any action taken or omitted or anything suffered by
it in reliance without negligence, willful misconduct or bad faith upon any Security, instruction,
notice, direction, consent, certificate, affidavit, statement, cablegram or other paper or document
reasonably believed by it to be genuine and to have been delivered or signed by the proper parties.
(e) Certain Transactions. Each of the Fiscal Agent and any other Agent, or any
officer, director or employee thereof, may become the owner of, or acquire any interest in, any
Securities, with the same rights as if it were not the Fiscal Agent or such other Agent or such
officer, director or employee, as the case may be, and may engage or be interested in any financial
or other transaction with the Issuer or Japan, and may act for, or as depositary, trustee or agent
for, any holders of the Securities or other obligations of the Issuer or Japan, or any committee or
body of such holders, as freely as if it were not the Fiscal Agent or such other Agent or such
officer, director or employee, as the case may be.
(f) Instructions. Instructions concerning the operation of the provisions of this
Agreement and the duties to be carried out by the Fiscal Agent or any other Agent hereunder may
from time to time be issued by the Issuer and Japan, and the Fiscal Agent or such other Agent shall
at all times comply with all such instructions as are for the time being in force.
(g) Reports and Inspection. The Fiscal Agent shall furnish to the Issuer and Japan
such reports as may be required by the instructions of the Issuer and Japan. Each of the Issuer
and Japan may, whenever it deems it necessary, inspect any Securities held by the Fiscal Agent, any
books of registration and transfer, and any other books and records maintained by the Fiscal Agent
hereunder.
(h) Forwarding of Notices. If the Fiscal Agent shall receive any notice or demand
addressed to the Issuer or Japan by the holder of a Security pursuant to the provisions of the
Securities, the Fiscal Agent shall promptly forward copies of such notice or demand to both the
Issuer and Japan.
(i) Statements. The recitals contained herein and in the Securities shall be taken
as statements of the Issuer or Japan, as the case may be, and neither the Fiscal Agent nor any
other Agent assumes any responsibility for the correctness of the same, except that the Fiscal
Agent and other Agents shall be responsible for the correctness of its representations (if any) in
the Certificate of Authentication on each Security.
8. RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) The Issuer and Japan agree,
for the benefit of the holders from time to time of the Securities, that there shall at all times
be a Fiscal Agent hereunder which shall be or which shall have a representative which is a bank or
trust company organized and doing business under the laws of the United States of America or the
State of New York, in good standing and having an established place of business in the Borough of
Manhattan, The City of New York, and authorized under such laws to exercise corporate trust powers,
until all the Securities authenticated and delivered hereunder (i) shall have been delivered to the
Fiscal Agent for cancellation or (ii) shall have become due and payable and monies sufficient to
pay the principal of and interest on the Securities shall have been made available for payment and
either paid or returned to the Issuer or Japan as provided herein and in the Securities (such date
being herein referred to as the “Agency Maintenance Termination Date”).
-12-
(b) Subject to the provisions of this Section 8, the Issuer and Japan may at any time and
from time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or
appoint any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated
herein; provided, however, that until the Agency Maintenance Termination Date, the
Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The
City of New York, where Securities may be surrendered for payment and where Securities may be
surrendered for registration of transfer or exchange, as provided in the Securities, and where
notices and demands to or upon the Issuer and Japan in respect of Securities and this Agreement may
be served, and further provided that the Issuer will ensure that it maintains a paying agent in an
EU Member State that will not be obliged to withhold or deduct tax pursuant to European Council
Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council
meeting of November 26-27, 2000. The Issuer and Japan will give prompt written notice to the
Fiscal Agent of the appointment or termination of any such agent and of the location and any change
in the location of any such office or agency and shall give notice thereof to holders of Securities
by prompt publication at least once in a daily newspaper in the English language of general
circulation in The City of New York (expected to be The Wall Street Journal) and in a daily
newspaper in the English language of general circulation in London, England (expected to be the
Financial Times), provided that for so long as the Securities are held in book-entry form such
notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream,
Luxembourg, for communication by them to their respective participants in substitution for
publication in any such newspaper. Prior to appointing any replacement U.S. Representative of the
Fiscal Agent, the Issuer and/or Japan shall consult the Fiscal Agent and the Fiscal Agent shall
recommend to the Issuer and Japan one or more financial institutions for the role of U.S.
Representative of the Fiscal Agent, but for the avoidance of doubt, the Issuer and Japan shall
appoint a replacement U.S. Representative of the Fiscal Agent at their sole discretion.
(c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent
may at any time resign as such agent by giving written notice, mailed to the Issuer and to Japan in
accordance with Section 15 hereof, of such intention on its part, specifying the date on which its
desired resignation shall become effective, provided that the Issuer and Japan
shall agree to such resignation (such agreement not to be unreasonably withheld or delayed), and
(ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by the filing with it
of an instrument in writing signed on behalf of the Issuer and Japan and specifying such removal
and the date when it shall become effective. Any resignation or removal of the Fiscal Agent or any
other Agent shall take effect upon the appointment by the Issuer and Japan, by an instrument in
writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed in Section
8(a) hereof), successor U.S. Representative of the Fiscal Agent or successor of any other Agent and
the acceptance of such appointment by such successor. In the event the Fiscal Agent or any other
Agent resigns its appointment hereunder and no successor Fiscal Agent or Agent is appointed within
60 days after such resignation in place of the resigning Fiscal Agent or Agent, the Fiscal Agent on
behalf of the Issuer may appoint a successor Fiscal Agent or Agent which appointment shall be
deemed to be an appointment by the Issuer under this Section 8 and the Fiscal Agent shall promptly
notify the Issuer in writing of such appointment. Upon its resignation or removal, the Fiscal
Agent or such Agent shall be entitled to the payment by the Issuer of its compensation for the
services theretofore rendered hereunder and to the reimbursement by the Issuer of all reasonable
out-of-pocket expenses theretofore incurred in connection with the performance of its duties
hereunder.
-13-
(d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be
removed, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or
shall file a voluntary petition in bankruptcy or make an assignment for the benefit of its
creditors or consent to the appointment of a receiver of all or any substantial part of its
property, or shall admit in writing its inability to pay or meet its debts as they mature, or if an
order of any court shall be entered approving any petition filed by or against it under the
provisions of Chapter 7 or 11 of Title 11 of the United States Code or under the provisions of any
similar legislation, or if a receiver or custodian of it or of all or any substantial part of its
property shall be appointed or if any public officer shall have taken charge or control of the
Fiscal Agent or any other Agent or of its property or affairs, for the purpose of rehabilitation,
conservation or liquidation, a successor Fiscal Agent (qualified as aforesaid) or successor of any
other Agent shall be appointed by the Issuer and Japan, by an instrument in writing, filed with the
successor Fiscal Agent or successor of such other Agent, as the case may be. Upon the appointment
as aforesaid of a successor Fiscal Agent or successor of any other Agent and acceptance by such
successor Fiscal Agent or successor of such other Agent, as the case may be, of such appointment,
the Fiscal Agent or such other Agent so superseded shall cease to be the Fiscal Agent or such other
Agent hereunder.
(e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Issuer and Japan an instrument
accepting such appointment hereunder, and thereupon such successor Fiscal Agent or successor of any
other Agent, without any further act, deed or conveyance, shall become vested with all the
authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like
effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder,
and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall
thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or
successor of any other Agent shall be entitled to receive, all monies, securities or other property
on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder, as the
case may be. The Issuer and Japan shall give notice of the appointment of a successor Fiscal Agent
or successor of any other Agent to holders of Securities by prompt publication at least once in a
daily newspaper in the English language of general circulation in The City of New York (expected to
be the Wall Street Journal) and in a daily newspaper in the English language of general circulation
in London, England (expected to be the Financial Times), provided that for so long as the
Securities are held in book-entry form such notices may be given by delivery of the relevant notice
to DTC, Euroclear and Clearstream, Luxembourg, for communication by them to their respective
participants in substitution for publication in any such newspaper.
(f) Any corporation or bank into which the Fiscal Agent or its U.S. Representative hereunder
or any other Agent may be merged or converted, or any corporation or bank with which the Fiscal
Agent or its U.S. Representative or any other Agent may be consolidated, or any corporation or bank
resulting from any merger, conversion or consolidation to which the Fiscal Agent or its U.S.
Representative or any other Agent shall be a party, or any corporation or bank to which the Fiscal
Agent or its U.S. Representative or any other Agent shall sell or otherwise transfer all or
substantially all of the assets and business of the Fiscal Agent or its U.S. Representative or such
Agent, as the case may be, provided that it shall be qualified as aforesaid, shall
be the successor Fiscal Agent or its U.S. Representative or successor of any other Agent, as the
case may be, under this Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto.
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9. FURTHER ISSUES. The Issuer may from time to time, without notice to or the consent of the
registered holders of the Securities, create and issue further securities ranking pari passu with
the Securities in all respects (or in all respects except for the payment of interest accruing
prior to the issue date of such further securities or except for the first payment of interest
following the issue date of such further securities) and so that such further securities shall be
consolidated and form a single series with the Securities and shall have the same terms as to
status, redemption or otherwise as the Securities. Any further securities shall be issued with the
benefit of an agreement supplemental to this Agreement.
10. PAYMENT OF STAMP TAXES AND OTHER DUTIES. The Issuer will pay all stamp taxes and other
duties, if any, to which this Agreement or the original issuance of the Securities shall be
subject.
11. INFORMATION AVAILABLE TO HOLDERS OF SECURITIES. The Fiscal Agent shall make available to
the holder of any Security during its normal business hours upon request such information as may be
contained in its records relating to the performance by the Issuer and Japan of their obligations
under the Securities and the guarantee thereof and hereunder.
12. AMENDMENT. This Agreement may be modified or amended by the Issuer, Japan, the Fiscal
Agent and any transfer agent, without the consent of the holder of any Security, for the purpose of
adding to the covenants of the Issuer or Japan for the benefit of such holders, surrendering any
right or power conferred upon the Issuer or Japan, securing the Securities pursuant to the
requirements of the Securities or otherwise, curing any ambiguity, or curing, correcting or
supplementing any defective provision contained herein, or in any manner which the Issuer, Japan,
the Fiscal Agent and any transfer agent may mutually deem necessary or desirable, which shall not
be inconsistent with any Security and which shall not adversely affect in any material respect the
interest of the holders of the Securities.
13. GOVERNING LAW. This Agreement shall be governed by, and interpreted in accordance with,
the laws of the State of New York except with respect to its authorization and execution by the
Issuer and Japan and any other matters required to be governed by the laws of Japan, which shall be
governed by the laws of Japan.
14. APPOINTMENT OF AGENT FOR SERVICE. The Issuer hereby appoints the U.S. Representative of
the Fiscal Agent for the time being as its authorized agent (the “Authorized Agent”) upon which
process may be served in any action arising out of or based on this Agreement or the Securities
which may be instituted in any State or Federal court in The City of New York by the Fiscal Agent
or the holder of any Security and the Issuer expressly accepts the jurisdiction of any such court
in respect of any such action. Such appointment, which is hereby accepted by such U.S.
Representative, shall be irrevocable until the Agency Maintenance Termination Date unless and until
a successor U.S. Representative of the Fiscal Agent or successor Fiscal Agent has been appointed as
the Issuer’s Authorized Agent for such purpose and such successor U.S. Representative of the Fiscal
Agent or successor Fiscal Agent shall have accepted such appointment. The Issuer will take any and
all action, including the filing of any and all documents and instruments, that may be necessary to
continue such appointment in full force and effect as aforesaid. Service of process upon the
Authorized Agent at the address indicated in Section 15 hereof, or at such other address in the
Borough of Manhattan, the City of New York, as may be the main office of such U.S. Representative
at the time of such service, and written notice of such service to the Issuer (mailed or delivered
to the Issuer at its address as provided in Section 15
hereof) shall be deemed in every respect effective service of process upon the Issuer.
Notwithstanding the foregoing, any action arising out of or based on the Securities may also be
instituted by the holder of a Security in any competent court in Japan. The Issuer hereby waives
irrevocably any immunity to which it might otherwise be entitled in any action arising out of or
based on this Agreement or the Securities which may be instituted as provided in this Section in
any State or Federal court in The City of New York or in any competent court in Japan. This waiver
is intended to be effective upon execution of this Agreement without any further act by the Issuer
before any such court, and introduction of this Agreement into evidence shall be final and
conclusive evidence of such waiver.
-15-
15. NOTICES. Any notices pursuant to, or communications with respect to, this Agreement
shall be deemed to have been given when delivered in person, when deposited in the mail as first
class registered or certified air mail, postage prepaid, or when sent by telecopy or telex or
communicated by telephone (subject, in the case of communication by telephone, to confirmation
dispatched within twenty-four hours by telecopy or telex), to: in the case of the Issuer, to Japan
Finance Organization for Municipalities, Shisei Kaikan (Municipal Research Building), 1-3 Hibiya
Koen, ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇, telecopy no.: ▇▇-▇-▇▇▇▇-▇▇▇▇, in the case of Japan, to
1-1, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇-▇▇▇▇▇, ▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇ ▇▇▇-▇▇▇▇, ▇▇▇▇▇, telecopy no.: ▇▇-▇-▇▇▇▇-▇▇▇▇,
Attention: Ministry of Finance, Financial Bureau; in the case of the Fiscal Agent, The Bank of
Tokyo-Mitsubishi UFJ, Ltd., London Branch, as Fiscal Agent,
Ropemaker Place, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇, telecopy no.: ▇▇-▇▇-▇▇▇▇-▇▇▇▇, telex no.: 884811, Attention: Securities Services,
with a copy (if appropriate) to Union Bank, N.A., 551 Madison Avenue, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇.▇.▇., telecopy no.: ▇-▇▇▇-▇▇▇-▇▇▇▇/2001, telex no.: 188612, Attention (mail
or telecopy): Corporate Trust Department, Attention (telex): Trust Dept. San Diego 263, FBO UB
Corporate Trust NY; or such other address as shall be specified in writing by the party in question
to the other parties hereto.
16. SUCCESSORS AND ASSIGNS. This Agreement and the Securities and the guarantee and all
covenants and agreements by the Issuer and Japan herein and in the Securities and in the guarantee
shall be binding upon any successors or assigns to the Issuer and upon Japan, regardless of any
such succession or assignment.
17. COUNTERPARTS. This Agreement may be executed in separate counterparts, and by each party
separately on a separate counterpart, each such counterpart, when so executed and delivered, to be
an original. Such counterparts shall together constitute but one and the same instrument.
-16-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.
| JAPAN FINANCE ORGANIZATION FOR MUNICIPALITIES |
||||||||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||||
| Title: | President and Chief Executive Officer | |||||||
| JAPAN | ||||||||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |||||||
| Title: | Duly Authorized Representative of Japan | |||||||
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., LONDON BRANCH |
||||||||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||
| Name: | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||
| Title: | Vice President | |||||||
| UNION BANK, N.A. | ||||||||
| By: | /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||
| Name: | ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |||||||
| Title: | Vice President | |||||||
-▇▇-
▇▇▇▇▇▇▇ ▇-▇
(FORM OF DTC GLOBAL SECURITY)
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED HOLDER HEREOF, CEDE & CO. OR SUCH OTHER ENTITY, HAS AN INTEREST HEREIN.
UNLESS AND UNTIL THIS GLOBAL SECURITY IS EXCHANGED FOR THE INDIVIDUAL SECURITIES REPRESENTED
HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF
THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY.
INTEREST PAYMENTS ON THIS SECURITY WILL BE SUBJECT TO JAPANESE WITHHOLDING TAX UNLESS THE HOLDER
ESTABLISHES THAT THIS SECURITY IS HELD BY OR FOR THE ACCOUNT OF A HOLDER THAT IS (I) FOR JAPANESE
TAX PURPOSES, NEITHER (X) AN INDIVIDUAL RESIDENT OF JAPAN OR A JAPANESE CORPORATION, NOR (Y) AN
INDIVIDUAL NON-RESIDENT OF JAPAN OR A NON-JAPANESE CORPORATION THAT IN EITHER CASE IS A PARTY
HAVING A SPECIAL RELATIONSHIP WITH THE ISSUER AS DESCRIBED IN ARTICLE ▇, ▇▇▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇
SPECIAL MEASURES CONCERNING TAXATION OF JAPAN (A “SPECIALLY-RELATED PARTY OF THE ISSUER”), OR (II)
A JAPANESE DESIGNATED FINANCIAL INSTITUTION DESCRIBED IN ARTICLE ▇, ▇▇▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇
SPECIAL MEASURES CONCERNING TAXATION OF JAPAN WHICH COMPLIES WITH THE REQUIREMENT FOR TAX EXEMPTION
UNDER THAT PARAGRAPH.
INTEREST PAYMENTS ON THIS SECURITY TO AN INDIVIDUAL RESIDENT OF JAPAN, TO A JAPANESE CORPORATION
NOT DESCRIBED IN THE PRECEDING PARAGRAPH, OR TO AN INDIVIDUAL NON-RESIDENT OF JAPAN OR A
NON-JAPANESE CORPORATION THAT IN EITHER CASE IS A SPECIALLY-RELATED PARTY OF THE ISSUER WILL BE
SUBJECT TO DEDUCTION IN RESPECT OF JAPANESE INCOME TAX AT A RATE OF 15 PER CENTUM OF THE AMOUNT
SPECIFIED IN SUBPARAGRAPHS (A) OR (B) BELOW, AS APPLICABLE:
| (A) | IF INTEREST IS PAID TO AN INDIVIDUAL RESIDENT OF JAPAN, TO A JAPANESE CORPORATION, OR TO AN INDIVIDUAL NON-RESIDENT OF JAPAN OR A NON-JAPANESE CORPORATION THAT IN EITHER CASE IS A SPECIALLY-RELATED PARTY OF THE ISSUER (EXCEPT AS PROVIDED IN SUBPARAGRAPH (B) BELOW), THE AMOUNT OF SUCH INTEREST; OR |
-1-
| (B) | IF INTEREST IS PAID TO A PUBLIC CORPORATION, A FINANCIAL INSTITUTION OR A FINANCIAL INSTRUMENTS BUSINESS OPERATOR, ETC. THROUGH A PAYMENT HANDLING AGENT IN JAPAN, AS PROVIDED IN ARTICLE ▇-▇, ▇▇▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇ SPECIAL MEASURES CONCERNING TAXATION OF JAPAN IN COMPLIANCE WITH THE REQUIREMENT FOR TAX EXEMPTION UNDER THAT PARAGRAPH, THE AMOUNT OF SUCH INTEREST MINUS THE AMOUNT PROVIDED IN THE CABINET ORDER RELATING TO SAID PARAGRAPH 6. |
| No. R | $ |
-▇-
▇▇▇▇▇ FINANCE ORGANIZATION FOR MUNICIPALITIES
4.000 % Guaranteed Bonds due January 13, 2021
1. JAPAN FINANCE ORGANIZATION FOR MUNICIPALITIES (herein called the “Issuer”), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of
U.S. dollars or such other Aggregate Principal Amount as may be shown in the Schedule
hereto on January 13, 2021, and to pay to the Registered Holder (as defined in paragraph 3) of this DTC Global
Security interest on said principal sum from January 13, 2011 or from the most recent interest payment date
to which interest has been paid or duly provided for, semi-annually in arrears on January 13 and July 13 each
year, commencing July 13, 2011, at the rate of four per centum (4.000%) per annum, until payment of said
principal sum has been made or duly provided for. The interest so payable on January 13 and July 13, together with
any Additional Amounts (as defined in paragraph 2) payable as set out herein, will be paid to the
person in whose name this DTC Global Security is registered at the close of business on the
fifteenth day before such interest payment occurs (the “record date”), whether or not the record
date is a Business Day. Interest on the Securities (as defined in paragraph 3) will be calculated
on the basis of a 360-day year consisting of twelve 30-day months.
Payments on this DTC Global Security will be made in accordance with any laws, regulations or
administrative practices applicable to the Issuer and the paying agent(s) in respect thereof,
including the requirements applicable under Japanese tax law. Payment of the principal of and
interest on this DTC Global Security shall be made in immediately available funds in the lawful
money of the United States of America (“U.S. dollars” or “$”) as at the time of payment is legal
tender for the payment of public and private debts. Payments of principal of this DTC Global
Security shall be made upon surrender of this DTC Global Security at the office of the Fiscal Agent
(as defined in paragraph 3) in London, or, subject to applicable laws and regulations, at such
other place or places as are designated by the Issuer, which, for the purposes of this DTC Global
Security, shall include the office of the U.S. Representative of the Fiscal Agent (as defined in
paragraph 3) in the Borough of Manhattan, The City of New York, by U.S. dollar check, or by wire
transfer to an account maintained by the payee, and payments of interest on this DTC Global
Security shall be made, in accordance with the foregoing and subject to the provisions hereof and
to applicable laws and regulations, by check mailed on the due date for such payment to the
Registered Holder hereof at the address of the Registered Holder listed in the Security Register
(as defined in paragraph 9) or, upon written notice to the Fiscal Agent by such Registered Holder
no later than the record date for such payment, by wire transfer to an account of the Registered
Holder.
In the Fiscal Agency Agreement (as defined in paragraph 3), the Issuer and Japan have agreed
that until the date on which the Securities (as defined in paragraph 3) shall have been delivered
to the Fiscal Agent for cancellation, or become due and payable and monies sufficient to pay the
principal of and interest on all of the Securities shall have been made available for payment and
either paid or returned to the Issuer or Japan as provided herein (the “Agency Maintenance
Termination Date”), the Issuer and Japan will at all times maintain an office or agency in the
Borough of Manhattan, The City of New York, where Securities may be presented or surrendered for
payment.
-3-
2. (a) All payments of principal and interest by the Issuer in respect of this DTC Global
Security will be made without withholding or deduction for, or on account of, any present or future
taxes, duties, assessments or governmental charges of whatever nature imposed or levied by
or on behalf of Japan, or any authority therein or thereof having power to tax (“Taxes”), unless
the withholding or deduction of such Taxes is required by law. In that event, the Issuer will pay
such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts
received by any beneficial owner of this DTC Global Security after such withholding or deduction
shall equal the respective amounts of principal and interest which would have been receivable in
respect of this DTC Global Security in the absence of such withholding or deduction, except that no
such Additional Amounts shall be payable with respect to this DTC Global Security;
(i) to, or to a third party on behalf of, any beneficial owner of this DTC Global
Security that is an individual non-resident of Japan or a non-Japanese corporation and is
liable for such Taxes in respect of this DTC Global Security by reason of such beneficial
owner’s (a) having some connection with Japan other than the mere holding of, or the
enforcement of its rights under, this DTC Global Security or (b) being a party having a
special relationship with the Issuer as described in Article 6, paragraph 4 of the Act on
Special Measures Concerning Taxation (Law No. 26 of 1957, as amended) (a “specially-related
party of the Issuer); or
(ii) to, or to a third party on behalf of, any beneficial owner of this DTC Global
Security that would otherwise be exempt from any such withholding or deduction but that
fails to comply with any applicable requirement to provide the Interest Recipient
Information (as defined in paragraph 2(b)) or to submit Claim for Exemption (as defined in
paragraph 2(b)) to the Fiscal Agent (as defined in paragraph 3), or whose Interest
Recipient Information is not duly communicated through the Participant (as defined in
paragraph 2(b)) and the relevant international clearing organization to the Fiscal Agent;
or
(iii) to, or to a third party on behalf of, any beneficial owner of this DTC Global
Security that is for Japanese tax purposes treated as an individual resident of Japan or a
Japanese corporation (except for (A) a Designated Financial Institution (as defined in
paragraph 2(b)) that complies with the requirement to provide the Interest Recipient
Information or to submit a Claim for Exemption and (B) an individual resident of Japan or a
Japanese corporation that duly notifies the Fiscal Agent of its status as exempt from Taxes
to be withheld or deducted by the Issuer by reason of such resident or Japanese corporation
receiving interest on this DTC Global Security through a payment handling agent in Japan
appointed by it);
(iv) more than 30 days after the Relevant Date (as defined in this paragraph 2(a)),
except to the extent that any beneficial owner of this DTC Global Security would have been
entitled to such Additional Amounts for payment at the expiration of such 30-day period;
(v) where such withholding or deduction is imposed on a payment to an individual and
is required to be made pursuant to European Council Directive 2003/48/EC or any other
Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27,
2000 on the taxation of savings income or any law implementing or complying with, or
introduced in order to conform to, such Directive; or
(vi) to, or to a third party on behalf of, a beneficial owner of this DTC Global
Security who would have been able to avoid such withholding or deduction by presenting
this DTC Global Security to another paying agent in a Member State of the European
Union.
-4-
As used herein, the “Relevant Date” means the date on which such payment first becomes due,
except that, if the amount of the monies payable has not been received by the Fiscal Agent on or
prior to such due date, it means the date on which, the full amount of such monies having been so
received, notice to that effect shall have been duly published as set forth in paragraph 6.
(b) For the purpose of sub-paragraphs (ii) and (iii) above:
(i) where this DTC Global Security is held through a certain participant of an
international clearing organization or a certain financial intermediary (each, a
“Participant”), in order to receive payments free of withholding or deduction by the Issuer
for, or on account of Taxes, if the relevant beneficial owner of this DTC Global Security
is (A) an individual non-resident of Japan or a non-Japanese corporation (other than a
specially-related party of the Issuer) or (B) a Japanese financial institution falling
under certain categories prescribed by the Act on Special Measures Concerning Taxation, and
the cabinet order (Cabinet Order No. 43 of March 31, 1957, as amended) thereunder (together
with ministerial ordinances and other regulations thereunder, the “Law”) (a “Designated
Financial Institution”), all in accordance with the Law, such beneficial owner shall, at
the time of entrusting a Participant with the custody of this DTC Global Security, provide
certain information prescribed by the Law to enable the Participant to establish that such
beneficial owner is exempted from the requirement for Taxes to be withheld or deducted (the
“Interest Recipient Information”) and advise the Participant if such beneficial owner
ceases to be so exempted (including the case where the beneficial owner who is an
individual non-resident of Japan or a non-Japanese corporation became a specially related
party of the Issuer); and
(ii) where this DTC Global Security is not held by a Participant, in order to receive
payments free of withholding or deduction by the Issuer for, or on account of, Taxes, if
the relevant beneficial owner of this DTC Global Security is (A) an individual non-resident
of Japan or a non-Japanese corporation (other than a specially-related party of the Issuer)
or (B) a Designated Financial Institution, all in accordance with the Law, such beneficial
owner shall on or prior to each time on which it receives interest, submit to the Fiscal
Agent a claim for exemption from withholding tax (Hikazei Tekiyo Shinkokusho) (a “Claim for
Exemption”) in the form obtainable from the Fiscal Agent stating, among other things, the
name and address of such beneficial owner, the title of this DTC Global Security, the
relevant interest payment date, the amount of interest and the fact that such beneficial
owner is qualified to submit the Claim for Exemption, together with the documentary
evidence regarding its identity and residence.
Any reference in this DTC Global Security or the guarantee of Japan in the form provided in
the Fiscal Agency Agreement to principal or interest shall be deemed also to refer to any
Additional Amount which may be payable under this paragraph 2.
-5-
3. This DTC Global Security is one of a duly authorized issue of securities of the Issuer
(herein called the “Securities”), issued in accordance with the Fiscal Agency Agreement (the
“Fiscal Agency Agreement”), dated as of January 6, 2011 (New York City time) / January 7, 2011 (Tokyo time),
entered into by and among the Issuer, Japan, The Bank of Tokyo-Mitsubishi UFJ, Ltd., London
Branch, as Fiscal Agent, Principal Paying Agent and Transfer Agent, and Union Bank, N.A., as U.S.
representative of the Fiscal Agent, Principal Paying Agent and Transfer Agent (the “U.S.
Representative”), with respect to the Securities, copies of which Fiscal Agency Agreement are on
file and available for inspection at the office of the U.S. Representative of the Fiscal Agent at
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The Bank of Tokyo-Mitsubishi
UFJ, Ltd., London Branch, and Union Bank, N.A. in its capacity as U.S. Representative, and their
successors as Fiscal Agent are herein called the “Fiscal Agent”. This Security is one of the series
designated on the face hereof, limited in aggregate principal amount to $1,000,000,000 (one billion U.S. dollars)
outstanding at any one time (which amount may be increased as provided in the Fiscal Agency
Agreement). The Securities are issuable only as fully registered Securities without coupons in
denominations of $100,000 and integral multiples thereof. In acting under the Fiscal Agency
Agreement, the Fiscal Agent is acting solely as agent for the Issuer and Japan and does not assume
any obligation or relationship of agency or trust for or with the Registered Holder of this DTC
Global Security except as specifically described below. As used herein, the term “Registered
Holder” of a Security means the person in whose name such Security is registered in the Security
Register (as defined in paragraph 9).
Notwithstanding any other provision of the Fiscal Agency Agreement or this DTC Global
Security, this DTC Global Security may be transferred to, or exchanged for Securities in definitive
registered form registered in the name of, a person other than DTC, a nominee of DTC or a successor
of DTC or its nominee if (i) DTC (a) notifies the Issuer that it is unwilling or unable to continue
as depositary for such DTC Global Security or (b) ceases to be a clearing agency registered under
the United States Securities Exchange Act of 1934 at a time when it is required to be, and in
either such case (a) or (b) a successor depositary is not appointed by the Issuer within 90 days
after receiving such notice or becoming aware that DTC is no longer so registered or (ii) the
Issuer in its sole discretion, instructs the Fiscal Agent in writing that this DTC Global Security
shall be so transferable and exchangeable. Securities in definitive registered form issued in
exchange for this DTC Global Security will be registered in such names as an authorized
representative of DTC, pursuant to instructions that direct or indirect Participants in DTC shall
request, and issued in denominations of $100,000 and integral multiples thereof.
4. This DTC Global Security is subject to retirement or redemption as hereinafter provided.
Redemption of this DTC Global Security pursuant to this paragraph 4 shall be made upon the notice,
in the manner and with the effect hereinafter set forth.
5. In order to provide for the payment of principal of and interest on the Securities as the
same shall become due, the Issuer does hereby agree to pay to the Fiscal Agent at its office in
London, in U.S. dollars, the amounts set forth below in this paragraph, to be applied by the Fiscal
Agent as hereinafter set forth:
(a) The Issuer shall pay to the Fiscal Agent semi-annually on a date not later than each
interest payment date (or such other date when interest is payable, as provided in paragraph 8(b))
an amount sufficient to pay the interest becoming due on all Securities on such interest payment
date.
(b) On a date not later than the redemption or maturity date (or such other date when
principal is payable as provided in paragraph 8(b)) of this DTC Global Security, the Issuer shall
pay to the Fiscal Agent an amount which, together with any monies then held by the Fiscal
Agent and available for the purpose, shall be equal to the entire amount of principal and
interest to be due on such redemption or maturity date on the Securities called for redemption or
then outstanding.
-6-
(c) As early as practicable on each interest payment date and on the redemption or maturity
date (or on such other date on which interest or principal is payable, as provided in paragraph
8(b)), the Fiscal Agent shall from funds paid to it by Issuer pay, or procure the payment of, the
U.S. dollar amount due in respect of Securities represented by this DTC Global Security by wire
transfer of same day funds for value on the due date for payment to DTC for payment pro rata to the
relevant accountholders in accordance with DTC’s settlement procedures.
6. The Securities (including this DTC Global Security) may be redeemed for cash at the option
of the Issuer in whole, but not in part, on not more than sixty (60) days’ and not less than thirty
(30) days’ irrevocable notice to the Registered Holders of the Securities, at a redemption price
for each Security equal to the principal amount thereof, together with accrued interest to the date
fixed by the Issuer for redemption and any Additional Amounts, if the Issuer determines and
certifies to the Fiscal Agent immediately prior to the giving of the notice that, as a result of
any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated
thereunder) of Japan (or any political subdivision or taxing authority of Japan) affecting any
Taxes, or any change in official position regarding the application or interpretation of these
laws, treaties, regulations or rulings (including a holding, judgment or order by a court of
competent jurisdiction), which change, amendment, application or interpretation becomes effective
on or after January 13, 2011, the Issuer is, or on the next interest payment date would be, required to pay
any Additional Amounts for the Securities that cannot be avoided by measures reasonably available
to the Issuer; provided that no notice of redemption shall be given earlier than ninety (90) days
prior to the earliest date on which the Issuer would be obligated to make the withholding if a
payment in respect of the Securities were then due. Prior to the publication and sending of any
notice of redemption of the Securities pursuant to the foregoing, the Issuer will deliver to the
Fiscal Agent an opinion of independent counsel of recognized standing or an opinion of a tax
consultant of recognized standing to the effect that the circumstances referred to above exist. The
Fiscal Agent shall accept such opinion of counsel or tax consultant, as the case may be, as
sufficient evidence of the satisfaction of the conditions precedent described above, and it shall
be conclusive and binding on the Registered Holders of the Securities.
Notice of intention to redeem the Securities, specifying the redemption date and the place or
places where the redemption price will be paid, shall be given by publication in a daily newspaper
in the English language, of general circulation in The City of New York (expected to be the Wall
Street Journal) and in a daily newspaper in the English language of general circulation in London,
England (expected to be the Financial Times), at least once prior to the redemption date, such
publication to be not less than thirty (30) days nor more than sixty (60) days prior to the
redemption date, provided that for so long as the Securities are held in book-entry form such
notices may be given by delivery of the relevant notice to DTC, Euroclear and Clearstream,
Luxembourg, for communication by them to their respective Participants in substitution for
publication in any such newspaper. In case, by reason of the temporary or permanent suspension of
the publication or general circulation of any newspaper or by reason of any other cause, it shall
be impossible or impracticable to publish such notice in the manner herein provided, then such
method of publication in lieu thereof as shall be approved by the Fiscal Agent shall constitute a
sufficient publication of such notice. Such notice shall also be sent by the Fiscal Agent by mail,
postage prepaid, not less than thirty (30) days nor more than sixty (60) days prior to the
redemption date to
the Registered Holders of all the Securities, at the addresses of such Registered Holders as
they shall appear in the Security Register (as defined in paragraph 9); but no failure to mail such
notice to such Registered Holders nor any defect therein nor failure to receive the same shall
affect the validity and effectiveness of the call and redemption of any Securities so to be
redeemed. Notice having been so given, the Securities so called for redemption shall become due and
payable on the redemption date so designated at the redemption price, and upon surrender thereof,
the Securities will be paid at the redemption price together with all accrued interest (unless the
redemption date is a date for the payment of interest) in U.S. dollars, at the place or places
specified in such notice. From and after the redemption date, if monies for the redemption of all
the Securities to be redeemed shall have been available at the office of the Fiscal Agent for
redemption on the redemption date, the Securities so called for redemption shall cease to bear
interest and the only right of the Registered Holders of the Securities shall be to receive payment
of the redemption price in accordance with the terms of such Securities.
-7-
7. This DTC Global Security will become void unless presented for payment within a period of
ten years from the Relevant Date (as defined in paragraph 2).
8. (a) In the event of a default by the Issuer (i) in the payment when due of principal of or
interest on any of the Securities and the continuance of such default for a period of thirty (30)
days, or (ii) in the performance of any other covenant contained in the Securities and the
continuance of such default for a period of ninety (90) days after written notice thereof to the
Issuer from the Registered Holder of this DTC Global Security shall have been received by the
Fiscal Agent, then in any such case the principal amount of this DTC Global Security shall, at the
option of and upon written demand to the Fiscal Agent at said office by the Registered Holder
hereof, mature and become due and payable upon the date that such written demand is received by the
Fiscal Agent, unless prior to such date the Issuer shall have cured all such defaults in respect of
all the Securities. Any amount of interest or principal so in default in respect of this DTC Global
Security shall bear interest (if, and to the extent permitted by law) at the rate specified in the
title of this DTC Global Security until such default shall have been cured.
(b) If a date for payment of principal or interest on this DTC Global Security falls on a day
that is not a Business Day, then the related payment of principal, premium, if any, or interest may
be made on the next succeeding Business Day as if made on the date the payment was due and no
interest will accrue in respect of such delay. In this paragraph, “Business Day” means any day on
which commercial banks and foreign exchange markets settle payments and are open for general
business (including dealings in foreign exchange and foreign currency deposits) in: (a) the
relevant place of payment and (b) The City of New York, London and Tokyo.
9. The transfer of this DTC Global Security is registrable on the Security Register (as herein
defined) upon surrender of this DTC Global Security for registration at the office of the U.S.
Representative of the Fiscal Agent in the Borough of Manhattan, The City of New York duly endorsed
by, or accompanied by a written instrument of transfer in a form approved by the Fiscal Agent duly
executed by, the Registered Holder hereof or such Registered Holder’s attorney duly authorized in
writing. The Issuer, Japan and the Fiscal Agent may deem and treat the Registered Holder hereof as
the absolute owner hereof (notwithstanding any notice of ownership or writing hereon made by
anyone) for the purpose of receiving payment hereon and for all other purposes, whether or not this
DTC Global Security shall be overdue. Upon surrender of this DTC Global Security by an authorized
representative of DTC, for registration of transfer, the Issuer shall execute, and the Fiscal Agent
shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities, of any authorized denominations and of
a like aggregate principal amount, and registered in such name or names as may be requested by an
authorized representative of DTC, dated the date of authentication thereof and bearing the
guarantee of Japan in the form provided in the Fiscal Agency Agreement. The Issuer covenants that,
until the Agency Maintenance Termination Date, it will at all times maintain in the Borough of
Manhattan, The City of New York, an office or agency for the transfer and registration of
transfers, as aforesaid, of Securities and where notices and demands to or upon the Issuer or Japan
in respect of the Securities and the Fiscal Agency Agreement may be served. The Issuer has
appointed the Fiscal Agent (acting through its U.S. Representative) as its agent for such purpose.
The Issuer has also agreed to cause to be kept at the office of the Fiscal Agent in London a
register (the register maintained in such office being herein sometimes referred to as the
“Security Register”) in which, subject to such reasonable regulations as it may prescribe, the
Issuer shall provide for such registration of transfers.
-8-
In the manner and subject to the limitations provided in the Fiscal Agency Agreement,
Securities may be exchanged for a like aggregate principal amount of Securities of authorized
denominations bearing the guarantee of Japan in the form provided in the Fiscal Agency Agreement.
The Issuer covenants that until the Agency Maintenance Termination Date, it will at all times
maintain an office or agency in the Borough of Manhattan, The City of New York, where Securities
may be surrendered in exchange for Securities in other authorized denominations in accordance with
the terms hereof and of the Fiscal Agency Agreement. The Issuer has appointed the Fiscal Agent
(acting through its U.S. Representative) as its agent for such purpose.
Neither the Fiscal Agent nor any transfer agent will be required to (i) exchange or register
the transfer of any Security selected for redemption; or (ii) exchange or register the transfer of
any Security for the period from the record date preceding the due date for any payment to the
payment date with respect to such Security.
All Securities issued upon any registration of transfer or exchange of Securities shall be the
valid obligations of the Issuer guaranteed by Japan evidencing the same debt, and entitled to the
same benefits, as the Securities surrendered upon such registration of transfer or exchange. Any
new DTC Global Security delivered pursuant to this paragraph 9 shall be so dated that neither gain
nor loss of interest shall result from such registration or exchange.
No service charge shall be made for any such transfer, exchange or registration of transfer or
exchange of Securities, but the Issuer, Japan or the Fiscal Agent (and any other agent appointed by
the Issuer pursuant to Section 2 of the Fiscal Agency Agreement) may require payment of a sum
sufficient to cover any transfer, stamp or other tax or other governmental charge required to be
paid in connection therewith.
10. In case this DTC Global Security shall at any time become mutilated or destroyed or stolen
or lost then, provided that this DTC Global Security, or evidence of the destruction, theft or loss
thereof (together with the indemnity hereinafter referred to and such other documents or proof as
may be required in the premises) shall be delivered to the Fiscal Agent or its U.S. Representative,
a replacement DTC Global Security of like tenor and principal amount and bearing the guarantee of
Japan in the form provided in the Fiscal Agency Agreement will be issued by the Issuer and, at its
request, authenticated and delivered by the Fiscal Agent, in exchange for the DTC Global Security
so mutilated, or in lieu of the DTC Global Security destroyed or stolen or lost; and provided
further that, in the case of destroyed, stolen or lost Securities, the Issuer, Japan and the
Fiscal Agent shall have received evidence satisfactory to them that such Securities were
destroyed, stolen or lost, and shall also have received an indemnity satisfactory to each of them.
All expenses and reasonable charges associated with procuring such indemnity and with the
preparation, authentication and delivery of a replacement DTC Global Security shall be borne by the
Registered Holder of the DTC Global Security mutilated, destroyed, stolen or lost. Upon the
issuance of any replacement DTC Global Security under this paragraph 10, the Issuer, Japan or the
Fiscal Agent may require the payment of a sum sufficient to cover any transfer, stamp or other tax
or other governmental charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Fiscal Agent) connected therewith. In case such mutilated,
destroyed, stolen or lost DTC Global Security has become or is about to become due and payable, the
Issuer in its discretion may, instead of issuing a new DTC Global Security, pay or cause to be paid
such DTC Global Security.
-9-
Every replacement DTC Global Security issued pursuant to this paragraph 10 in exchange for or
in lieu of any mutilated, destroyed, stolen or lost DTC Global Security shall constitute an
original additional contractual obligation of the Issuer guaranteed by Japan, whether or not the
mutilated, destroyed, stolen or lost DTC Global Security shall be at any time enforceable by
anyone. Any replacement DTC Global Security delivered pursuant to this paragraph 10 shall be so
dated that neither gain nor loss of interest shall result from such replacement.
The provisions of this paragraph 10 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,
stolen or lost Securities.
11. Subject to paragraph 13, the Issuer hereby certifies and declares that all acts,
conditions and things required to be done and performed and to have happened precedent to the
creation and issuance of this DTC Global Security and its guarantee by Japan, and to constitute the
same the valid obligations of the Issuer and of Japan, respectively, in accordance with their
terms, have been done and performed and have happened in due and strict compliance with the
applicable laws of Japan.
12. The Fiscal Agency Agreement may be modified or amended by the Issuer, Japan and the Fiscal
Agent, and the terms and conditions of the Securities may be modified or amended by the Issuer and
Japan, without the consent of the Registered Holder of any DTC Global Security for the purpose of
adding to the covenants of the Issuer or Japan for the benefit of the Registered Holders,
surrendering any right or power conferred upon the Issuer or Japan, securing the Securities
pursuant to the requirements of the Securities or otherwise, curing any ambiguity, or curing,
correcting or supplementing any defective provision therein, or in any manner which the Issuer,
Japan and the Fiscal Agent may mutually deem necessary or desirable, which, in the case of the
Fiscal Agency Agreement, shall not be inconsistent with the Securities, and which shall not
adversely affect the interests of the Registered Holders of the Securities in any material respect,
to all of which each Registered Holder of any DTC Global Security shall, by acceptance thereof,
consent.
13. This DTC Global Security shall not become valid or obligatory for any purpose unless and
until this DTC Global Security has been authenticated by or on behalf of The Bank of
Tokyo-Mitsubishi UFJ, Ltd., London Branch, or its successor, as Fiscal Agent.
-10-
14. This DTC Global Security shall be governed by, and interpreted in accordance with, the
laws of the State of New York except with respect to its authorization and execution by the Issuer
and any other matters required to be governed by the laws of Japan.
15. As more fully set forth in the Fiscal Agency Agreement, the Issuer has appointed National
Corporate Research, Ltd. as its authorized agent upon which process may be served in any action
arising out of or based on the Securities or the Fiscal Agency Agreement which may be instituted in
any State or Federal court in The City of New York by the Registered Holder of this DTC Global
Security, and the Issuer hereby expressly accepts the jurisdiction of any such court in respect of
such action. Notwithstanding the foregoing, any action arising out of or based on the Securities
may be instituted by the Registered Holder of this DTC Global Security in any competent court in
Japan. The Issuer hereby waives irrevocably any immunity to which it might otherwise be entitled in
any action based on the Securities which may be instituted by the Registered Holder of any DTC
Global Security in any State or Federal court in The City of New York or in any competent court in
Japan. This waiver is intended to be effective upon execution of this DTC Global Security without
any further act by the Issuer before any such court, and introduction of this DTC Global Security
into evidence shall be final and conclusive evidence of such waiver.
-11-
IN WITNESS WHEREOF, the Issuer has caused this DTC Global Security to be executed with the
signature of the President and Chief Executive Officer or a duly authorized agent of the Issuer in
Tokyo, Japan or the facsimile signature of the President and Chief Executive Officer or a duly
authorized agent of the Issuer in ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of
America.
Dated: January 13, ▇▇▇▇
| ▇▇▇▇▇ FINANCE ORGANIZATION FOR MUNICIPALITIES |
||||
| By: | ||||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
| President and Chief Executive Officer or Duly Authorized Agent of the Issuer | ||||
-12-
Form of Certificate of Authentication
This is one of the Securities within referred to. The undersigned hereby represents that it
has not authenticated Securities in excess of an aggregate principal amount of $1,000,000,000 (other than
Securities issued in exchange for and upon the cancellation of a like aggregate principal amount of
other Securities, and Securities issued in lieu of destroyed, stolen or lost Securities).
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., LONDON BRANCH as Fiscal Agent |
||||
| By: | ||||
| Authorized Attorney | ||||
SCHEDULE TO THE DTC GLOBAL SECURITY
JAPAN FINANCE ORGANIZATION FOR MUNICIPALITIES
4.000 % GUARANTEED BONDS DUE JANUARY 13, 2021
JAPAN FINANCE ORGANIZATION FOR MUNICIPALITIES
4.000 % GUARANTEED BONDS DUE JANUARY 13, 2021
| Initial Principal | Additional Principal | Aggregate Principal | ||||||||||
| Amount | Amount | Amount | Authorization | |||||||||
$ |
$ | $ | ||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
EXHIBIT A-2
(FORM OF INTERNATIONAL GLOBAL SECURITY)
UNLESS AND UNTIL THIS GLOBAL SECURITY IS EXCHANGED FOR THE INDIVIDUAL SECURITIES REPRESENTED
HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF
THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY.
INTEREST PAYMENTS ON THIS SECURITY WILL BE SUBJECT TO JAPANESE WITHHOLDING TAX UNLESS THE HOLDER
ESTABLISHES THAT THIS SECURITY IS HELD BY OR FOR THE ACCOUNT OF A HOLDER THAT IS (I) FOR JAPANESE
TAX PURPOSES, NEITHER (X) AN INDIVIDUAL RESIDENT OF JAPAN OR A JAPANESE CORPORATION, NOR (Y) AN
INDIVIDUAL NON-RESIDENT OF JAPAN OR A NON-JAPANESE CORPORATION THAT IN EITHER CASE IS A PARTY
HAVING A SPECIAL RELATIONSHIP WITH THE ISSUER AS DESCRIBED IN ARTICLE ▇, ▇▇▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇
SPECIAL MEASURES CONCERNING TAXATION OF JAPAN (A “SPECIALLY-RELATED PARTY OF THE ISSUER”), OR (II)
A JAPANESE DESIGNATED FINANCIAL INSTITUTION DESCRIBED IN ARTICLE ▇, ▇▇▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇
SPECIAL MEASURES CONCERNING TAXATION OF JAPAN WHICH COMPLIES WITH THE REQUIREMENT FOR TAX EXEMPTION
UNDER THAT PARAGRAPH.
INTEREST PAYMENTS ON THIS SECURITY TO AN INDIVIDUAL RESIDENT OF JAPAN, TO A JAPANESE CORPORATION
NOT DESCRIBED IN THE PRECEDING PARAGRAPH, OR TO AN INDIVIDUAL NON-RESIDENT OF JAPAN OR A
NON-JAPANESE CORPORATION THAT IN EITHER CASE IS A SPECIALLY-RELATED PARTY OF THE ISSUER WILL BE
SUBJECT TO DEDUCTION IN RESPECT OF JAPANESE INCOME TAX AT A RATE OF 15 PER CENTUM OF THE AMOUNT
SPECIFIED IN SUBPARAGRAPHS (A) OR (B) BELOW, AS APPLICABLE:
| (A) | IF INTEREST IS PAID TO AN INDIVIDUAL RESIDENT OF JAPAN, TO A JAPANESE CORPORATION, OR TO AN INDIVIDUAL NON-RESIDENT OF JAPAN OR A NON-JAPANESE CORPORATION THAT IN EITHER CASE IS A SPECIALLY-RELATED PARTY OF THE ISSUER (EXCEPT AS PROVIDED IN SUBPARAGRAPH (B) BELOW), THE AMOUNT OF SUCH INTEREST; OR |
| (B) | IF INTEREST IS PAID TO A PUBLIC CORPORATION, A FINANCIAL INSTITUTION OR A FINANCIAL INSTRUMENTS BUSINESS OPERATOR, ETC. THROUGH A PAYMENT HANDLING AGENT IN JAPAN, AS PROVIDED IN ARTICLE ▇-▇, ▇▇▇▇▇▇▇▇▇ ▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇ SPECIAL MEASURES CONCERNING TAXATION OF JAPAN IN COMPLIANCE WITH THE REQUIREMENT FOR TAX EXEMPTION UNDER THAT PARAGRAPH, THE AMOUNT OF SUCH INTEREST MINUS THE AMOUNT PROVIDED IN THE CABINET ORDER RELATING TO SAID PARAGRAPH 6. |
| No. R | $ |
- 1 -
4.000% Guaranteed Bonds Due January 13, 2021
1. JAPAN FINANCE ORGANIZATION FOR MUNICIPALITIES (herein called the “Issuer”), for value
received, hereby promises to pay to
_____, or registered assigns, the principal sum
of _____ U.S. dollars or such other Aggregate Principal Amount as may be shown in the
Schedule hereto on January 13, 2021, and to pay to the Registered Holder (as defined in paragraph 3) of this
International Global Security interest on said principal sum from January 13, 2011, or from the most recent
interest payment date to which interest has been paid or duly provided for, semi-annually in
arrears on January 13 and July 13 each year, commencing July 13, 2011, at the rate of four per centum (4.000%) per annum, until
payment of said principal sum has been made or duly provided for. The interest so payable on January 13 and
July 13, together with any Additional Amounts (as defined in paragraph 2) payable as set out herein, will
be paid to the person in whose name this International Global Security is registered at the close
of business on the fifteenth day before such interest payment occurs (the “record date”), whether
or not the record date is a Business Day. Interest on the Securities (as defined in paragraph 3)
will be calculated on the basis of a 360-day year consisting of twelve 30-day months.
Payments on this International Global Security will be made in accordance with any laws,
regulations or administrative practices applicable to the Issuer and the paying agent(s) in respect
thereof, including the requirements applicable under Japanese tax law. Payment of the principal of
and interest on this International Global Security shall be made in immediately available funds in
the lawful money of the United States of America (“U.S. dollars” or “$”) as at the time of payment
is legal tender for the payment of public and private debts. Also, payments of principal of this
International Global Security shall be made upon surrender of this International Global Security at
the office of the Fiscal Agent (as defined in paragraph 3) in London, or, subject to applicable
laws and regulations, at such other place or places as are designated by the Issuer, by U.S. dollar
check, or by wire transfer to an account maintained by the payee, and payments of interest on this
International Global Security shall be made, in accordance with the foregoing and subject to the
provisions hereof and applicable laws and regulations, by check mailed on the due date for such
payment to the Registered Holder hereof at the address of the Registered Holder listed in the
Security Register (as defined in paragraph 9) or, upon written notice to the Fiscal Agent by such
Registered Holder no later than the record date for such payment, by wire transfer to an account of
the Registered Holder.
In the Fiscal Agency Agreement (as defined in paragraph 3), the Issuer and Japan have agreed
that until the date on which the Securities (as defined in paragraph 3) shall have been delivered
to the Fiscal Agent for cancellation, or become due and payable and monies sufficient to pay the
principal of and interest on all of the Securities shall have been made available for payment and
either paid or returned to the Issuer or Japan as provided herein (the “Agency Maintenance
Termination Date”), the Issuer and Japan will at all times maintain an office or agency in the
Borough of Manhattan, The City of New York, where Securities may be presented or surrendered for
payment.
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2. (a) All payments of principal and interest by the Issuer in respect of this International
Global Security will be made without withholding or deduction for, or on account of, any present or
future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of Japan, or any authority therein or thereof having power
to tax (“Taxes”), unless the withholding or deduction of such Taxes is required by law. In that
event, the Issuer will pay such additional amounts (“Additional Amounts”) as may be necessary in
order that the net amounts received by any beneficial owner of this International Global Security
after such withholding or deduction shall equal the respective amounts of principal and interest
which would have been receivable in respect of this International Global Security in the absence of
such withholding or deduction, except that no such Additional Amounts shall be payable with respect
to this International Global Security;
(i) to, or to a third party on behalf of, any beneficial owner of this International
Global Security that is an individual non-resident of Japan or a non-Japanese corporation
and is liable for such Taxes in respect of this International Global Security by reason of
such beneficial owner’s (a) having some connection with Japan other than the mere holding
of, or the enforcement of its rights under, this International Global Security or (b) being
a party having a special relationship with the Issuer as described in Article 6, paragraph
4 of Act on Special Measures Concerning Taxation (Law No. 26 of 1957, as amended) (a
“specially-related party of the Issuer”); or
(ii) to, or to a third party on behalf of, any beneficial owner of this International
Global Security that would otherwise be exempt from any such withholding or deduction but
that fails to comply with any applicable requirement to provide the Exemption Information
(as defined in paragraph 2(b)) or to submit Claim for Exemption (as defined in paragraph
2(b)) to the Fiscal Agent (as defined in paragraph 3), or whose Exemption Information is
not duly communicated through the Participant (as defined in paragraph 2(b)) and Euroclear
Bank S.A./N.V. (“Euroclear”) or Clearstream Banking, société anonyme (“Clearstream,
Luxembourg”) to the Fiscal Agent; or
(iii) to, or to a third party on behalf of, any beneficial owner of this
International Global Security that is for Japanese tax purposes treated as an individual
resident of Japan or a Japanese corporation (except for (A) a Designated Financial
Institution (as defined in paragraph 2(b)) that complies with the requirement to provide
the Exemption Information or to submit a Claim for Exemption and (B) an individual resident
of Japan or a Japanese corporation that duly notifies the Fiscal Agent of its status as
exempt from Taxes to be withheld or deducted by the Issuer by reason of such resident or
Japanese corporation receiving interest on this International Global Security through a
payment handling agent in Japan appointed by it);
(iv) more than 30 days after the Relevant Date (as defined in this paragraph 2(a)),
except to the extent that any beneficial owner of this International Global Security would
have been entitled to such Additional Amounts for payment at the expiration of such 30-day
period;
(v) where such withholding or deduction is imposed on a payment to an individual and
is required to be made pursuant to European Council Directive 2003/48/EC or any other
Directive implementing the conclusions of the ECOFIN Council meeting of November 26-27,
2000 on the taxation of savings income or any law implementing or complying with, or
introduced in order to conform to, such Directive; or
- 3 -
(vi) to, or to a third party on behalf of, a beneficial owner of this International
Global Security who would have been able to avoid such withholding or deduction by
presenting this International Global Security to another paying agent in a Member State of
the European Union.
As used herein, the “Relevant Date” means the date on which such payment first becomes due,
except that, if the amount of the monies payable has not been received by the Fiscal Agent on or
prior to such due date, it means the date on which, the full amount of such monies having been so
received, notice to that effect shall have been duly published as set forth in paragraph 6.
(b) For the purpose of sub-paragraphs (ii) and (iii) above:
(i) where this International Global Security is held through a certain participant of
Euroclear or Clearstream, Luxembourg or a certain financial intermediary (each, a
“Participant”), in order to receive payments free of withholding or deduction by the Issuer
for, or on account of Taxes, if the relevant beneficial owner of this International Global
Security is (A) an individual non-resident of Japan or a non-Japanese corporation (other
than a specially-related party of the Issuer) or (B) a Japanese financial institution
falling under certain categories prescribed by the Act on Special Measures Concerning
Taxation, and the cabinet order (Cabinet Order No. 43 of March 31, 1957, as amended)
thereunder (together with ministerial ordinances and other regulations thereunder, the
“Law”) (a “Designated Financial Institution”), all in accordance with the Law, such
beneficial owner shall, at the time of entrusting a Participant with the custody of this
International Global Security, provide certain information prescribed by the Law to enable
the Participant to establish that such beneficial owner is exempted from the requirement
for Taxes to be withheld or deducted (the “Interest Recipient Information”) and advise the
Participant if such beneficial owner ceases to be so exempted (including the case where the
beneficial owner who is an individual non-resident of Japan or a non-Japanese corporation
became a specially related part of the Issuer); and
(ii) where this International Global Security is not held by a Participant, in order
to receive payments free of withholding or deduction by the Issuer for, or on account of,
Taxes, if the relevant beneficial owner of this International Global Security is (A) an
individual non-resident of Japan or a non-Japanese corporation (other than a
specially-related party of the Issuer) or (B) a Designated Financial Institution, all in
accordance with the Law, such beneficial owner shall on or prior to each time on which it
receives interest, submit to the Fiscal Agent a claim for exemption from withholding tax
(Hikazei Tekiyo Shinkokusho) (a “Claim for Exemption”) in the form obtainable from the
Fiscal Agent stating, among other things, the name and address of such beneficial owner,
the title of this International Global Security, the relevant interest payment date, the
amount of interest and the fact that such beneficial owner is qualified to submit the Claim
for Exemption, together with the documentary evidence regarding its identity and residence.
Any reference in this International Global Security or the guarantee of Japan in the form
provided in the Fiscal Agency Agreement to principal or interest shall be deemed also to refer to
any Additional Amount which may be payable under this paragraph 2.
- 4 -
3. This International Global Security is one of a duly authorized issue of securities of the
Issuer (herein called the “Securities”), issued in accordance with the Fiscal Agency Agreement (the
“Fiscal Agency Agreement”), dated as of January 6, 2011, (New York City time) / January 7, 2011 (Tokyo time),
entered into by and among the Issuer, Japan, The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch,
as Fiscal Agent, Principal Paying Agent and Transfer Agent, and Union Bank, N.A., as the U.S.
representative of the Fiscal Agent (the “U.S. Representative”), with respect to the Securities,
copies of which Fiscal Agency Agreement are on file and available for inspection at the office of
the Fiscal Agent at Ropemaker Place, ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇. The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
London Branch, and Union Bank, N.A., in its capacity as U.S. Representative, and their successors
as Fiscal Agent are herein called the “Fiscal Agent”. This Security is one of the series designated
on the face hereof, limited in aggregate principal amount to $1,000,000,000 (one billion U.S. dollars) outstanding at any
one time (which amount may be increased as provided in the Fiscal Agency Agreement). The Securities
are issuable only as fully registered Securities without coupons in denominations of $100,000 and
integral multiples thereof. In acting under the Fiscal Agency Agreement, the Fiscal Agent is acting
solely as agent for the Issuer and Japan and does not assume any obligation or relationship of
agency or trust for or with the Registered Holder of this International Global Security except as
specifically described below. As used herein, the term “Registered Holder” of a Security means the
person in whose name such Security is registered in the Security Register (as defined in
paragraph 9).
Notwithstanding any other provision of the Fiscal Agency Agreement or this International
Global Security, this International Global Security may be transferred to, or exchanged for
Securities in definitive registered form registered in the name of, a person other than a common
depositary for Euroclear and Clearstream, Luxembourg, a nominee of a common depositary for
Euroclear and Clearstream, Luxembourg or successor of a common depositary for Euroclear and
Clearstream, Luxembourg or its nominee if Euroclear or Clearstream, Luxembourg notifies the Issuer
that it is unwilling or unable to continue as depositary for such International Global Security and
a successor depositary is not appointed by the Issuer within 90 days after receiving such notice or
becoming aware that Euroclear or Clearstream, Luxembourg is no longer so registered, or the Issuer,
in its sole discretion, instructs the Fiscal Agent in writing that the International Global
Security shall be so transferable and exchangeable. Securities in definitive registered form issued
in exchange for this International Global Security will be registered in such names as an
authorized representative of the common depositary for Euroclear and Clearstream, Luxembourg,
pursuant to instructions from direct and indirect Participants in Euroclear or Clearstream,
Luxembourg, shall request, and issued in denominations of $100,000 and integral multiples thereof.
4. This International Global Security is subject to retirement or redemption as hereinafter
provided. Redemption of this International Global Security pursuant to this paragraph 4 shall be
made upon the notice, in the manner and with the effect hereinafter set forth.
- 5 -
5. In order to provide for the payment of principal of and interest on the Securities as the
same shall become due, the Issuer does hereby agree to pay to the Fiscal Agent at its office in
London in U.S. dollars, the amounts set forth below in this paragraph, to be applied by the Fiscal
Agent as hereinafter set forth:
(a) The Issuer shall pay to the Fiscal Agent semi-annually on a date not later than each
interest payment date (or such other date when interest is payable, as provided in paragraph 8(b)) an amount sufficient to pay the interest becoming due on all Securities on
such interest payment date.
(b) On a date not later than the redemption or maturity date (or such other date when
principal is payable as provided in paragraph 8(b)) of this International Global Security, the
Issuer shall pay to the Fiscal Agent an amount which, together with any monies then held by the
Fiscal Agent and available for the purpose, shall be equal to the entire amount of principal and
interest to be due on such redemption or maturity date on the Securities called for redemption or
then outstanding.
(c) As early as practicable on each interest payment date and on the redemption or maturity
date (or on such other date on which interest or principal is payable as provided in paragraph
8(b)), the Fiscal Agent shall from funds paid to it by the Issuer pay, or procure the payment of,
the U.S. dollar amount due in respect of Securities represented by this International Global
Security by check or by wire transfer of same day funds for value on the due date for payment to
the Registered Holder of this International Global Security for payment pro rata to the owners of
beneficial ownership interests in the Securities represented by this International Global Security
in accordance with Euroclear and Clearstream’s settlement procedures.
6. The Securities (including this International Global Security) may be redeemed for cash at
the option of the Issuer in whole, but not in part, on not more than sixty (60) days’ and not less
than thirty (30) days’ irrevocable notice to the Registered Holders of the Securities, at a
redemption price for each Security equal to the principal amount thereof, together with accrued
interest to the date fixed by the Issuer for redemption and any Additional Amounts, if the Issuer
determines and certifies to the Fiscal Agent immediately prior to the giving of the notice that, as
a result of any change in, or amendment to, the laws or treaties (or any regulations or rulings
promulgated thereunder) of Japan (or any political subdivision or taxing authority of Japan)
affecting any Taxes, or any change in official position regarding the application or interpretation
of these laws, treaties, regulations or rulings (including a holding, judgment or order by a court
of competent jurisdiction), which change, amendment, application or interpretation becomes
effective on or after January 13, 2011, the Issuer is, or on the next interest payment date would be,
required to pay any Additional Amounts for the Securities that cannot be avoided by measures
reasonably available to the Issuer; provided that no notice of redemption shall be given earlier
than ninety (90) days prior to the earliest date on which the Issuer would be obligated to make the
withholding if a payment in respect of the Securities were then due. Prior to the publication and
sending of any notice of redemption of the Securities pursuant to the foregoing, the Issuer will
deliver to the Fiscal Agent an opinion of independent counsel of recognized standing or an opinion
of a tax consultant of recognized standing to the effect that the circumstances referred to above
exist. The Fiscal Agent shall accept such opinion of counsel or tax consultant, as the case may be,
as sufficient evidence of the satisfaction of the conditions precedent described above, and it
shall be conclusive and binding on the Registered Holders of the Securities.
- 6 -
Notice of intention to redeem the Securities, specifying the redemption date and the place or
places where the redemption price will be paid, shall be given by publication at least once in a
daily newspaper in the English language, of general circulation in The City of New York (expected
to be the Wall Street Journal) and in a daily newspaper in the English language of general
circulation in London, England (expected to be the Financial Times), at least once prior to the
redemption date, such publication to be not less than thirty (30) days nor more than sixty (60)
days prior to the redemption date, provided that for so long as the Securities are held in
book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear and
Clearstream, Luxembourg, for communication by them to their respective Participants in substitution
for publication in any such newspaper. In case, by reason of the temporary or permanent suspension
of the publication or general circulation of any newspaper or by reason of any other cause, it
shall be impossible or impracticable to publish such notice in the manner herein provided, then
such method of publication in lieu thereof as shall be approved by the Fiscal Agent shall
constitute a sufficient publication of such notice. Such notice shall also be sent by the Fiscal
Agent by mail, postage prepaid, not less than thirty (30) days nor more than sixty (60) days prior
to the redemption date to the Registered Holders of all the Securities, at the addresses of such
Registered Holders as they shall appear in the Security Register (as defined in paragraph 9); but
no failure to mail such notice to such Registered Holders nor any defect therein nor failure to
receive the same shall affect the validity and effectiveness of the call and redemption of any
Securities so to be redeemed. Notice having been so given, the Securities so called for redemption
shall become due and payable on the redemption date so designated at the redemption price, and upon
surrender thereof, the Securities will be paid at the redemption price together with all accrued
interest (unless the redemption date is a date for the payment of interest) in U.S. dollars, at the
place or places specified in such notice. From and after the redemption date, if monies for the
redemption of all the Securities to be redeemed shall have been available at the office of the
Fiscal Agent for redemption on the redemption date, the Securities so called for redemption shall
cease to bear interest and the only right of the Registered Holders of the Securities shall be to
receive payment of the redemption price in accordance with the terms of such Securities.
7. This International Global Security will become void unless presented for payment within a
period of ten years from the Relevant Date (as defined in paragraph 2).
8. (a) In the event of a default by the Issuer (i) in the payment when due of principal of
or interest on any of the Securities and the continuance of such default for a period of thirty
(30) days, or (ii) in the performance of any other covenant contained in the Securities and the
continuance of such default for a period of ninety (90) days after written notice thereof to the
Issuer from the Registered Holder of this International Global Security shall have been received by
the Fiscal Agent, then in any such case the principal amount of this International Global Security
shall, at the option of and upon written demand to the Fiscal Agent at said office by the
Registered Holder hereof, mature and become due and payable upon the date that such written demand
is received by the Fiscal Agent, unless prior to such date the Issuer shall have cured all such
defaults in respect of all the Securities. Any amount of interest or principal so in default in
respect of this International Global Security shall bear interest (if, and to the extent permitted
by law) at the rate specified in the title of this International Global Security until such default
shall have been cured.
(b) If a date for payment of principal or interest on this International Global Security
falls on a day that is not a Business Day, then the related payment of principal, premium, if any,
or interest may be made on the next succeeding Business Day as if made on the date the payment was
due and no interest will accrue in respect of such delay. For purposes of this paragraph 8(b),
“Business Day” means any day on which commercial banks and foreign exchange markets settle payments
and are open for general business (including dealings in foreign exchange and foreign currency
deposits) in: (a) the relevant place of payment and (b) The City of New York, London and Tokyo.
- 7 -
9. The transfer of this International Global Security is registrable on the Security Register
(as herein defined) upon surrender of this International Global Security for registration at the office of the Fiscal Agent duly endorsed by, or accompanied by a written instrument of
transfer in a form approved by the Fiscal Agent duly executed by, the Registered Holder hereof or
such Registered Holder’s attorney duly authorized in writing. Upon surrender of this International
Global Security for registration of transfer by the Registered Holder hereof, the Issuer shall
execute, and the Fiscal Agent shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities, of any authorized denominations and of a
like aggregate principal amount, and registered in such name or names as may be requested by the
Registered Holder hereof, dated the date of authentication thereof and bearing the guarantee of
Japan in the form provided in the Fiscal Agency Agreement. The Issuer, Japan and the Fiscal Agent
may deem and treat the Registered Holder hereof as the absolute owner hereof (notwithstanding any
notice of ownership or writing hereon made by anyone) for the purpose of receiving payment hereon
and for all other purposes, whether or not this International Global Security shall be overdue. The
Issuer covenants that, until the Agency Maintenance Termination Date, it will at all times maintain
in London an office or agency for the transfer and registration of transfers, as aforesaid, of
Securities and where notices and demands to or upon the Issuer or Japan in respect of the
Securities and the Fiscal Agency Agreement may be served. The Issuer has appointed the Fiscal Agent
as its agent for such purpose and has agreed to cause to be kept at the office of the Fiscal Agent
in London a register (the register maintained in such office being herein sometimes referred to as
the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the
Issuer shall provide for such registration of transfers.
In the manner and subject to the limitations provided in the Fiscal Agency Agreement,
Securities may be exchanged for a like aggregate principal amount of Securities of authorized
denominations bearing the guarantee of Japan in the form provided in the Fiscal Agency Agreement.
The Issuer covenants that until the Agency Maintenance Termination Date, it will at all times
maintain an office or agency in London where Securities may be surrendered in exchange for
Securities in other authorized denominations in accordance with the terms hereof and of the Fiscal
Agency Agreement. The Issuer has appointed the Fiscal Agent as its agent for such purpose.
Neither the Fiscal Agent nor any transfer agent will be required to (i) exchange or register
the transfer of any Security selected for redemption; or (ii) exchange or register the transfer of
any Security for the period from the record date preceding the due date for any payment to the
payment date with respect to such Security.
All Securities issued upon any registration of transfer or exchange of Securities shall be the
valid obligations of the Issuer guaranteed by Japan evidencing the same debt, and entitled to the
same benefits, as the Securities surrendered upon such registration of transfer or exchange. Any
new International Global Security delivered pursuant to this paragraph 9 shall be so dated that
neither gain nor loss of interest shall result from such registration or exchange.
No service charge shall be made for any such transfer, exchange or registration of transfer or
exchange of Securities, but the Issuer, Japan or the Fiscal Agent (and any other agent appointed by
the Issuer pursuant to Section 2 of the Fiscal Agency Agreement) may require payment of a sum
sufficient to cover any transfer, stamp or other tax or other governmental charge required to be
paid in connection therewith.
- 8 -
10. In case this International Global Security shall at any time become mutilated or
destroyed or stolen or lost then, provided that this International Global Security, or evidence of
the destruction, theft or loss thereof (together with the indemnity hereinafter referred to and
such other documents or proof as may be required in the premises) shall be delivered to the Fiscal Agent
or its U.S. Representative, a replacement International Global Security of like tenor and principal
amount and bearing the guarantee of Japan in the form provided in the Fiscal Agency Agreement will
be issued by the Issuer and, at its request, authenticated and delivered by the Fiscal Agent in
exchange for the International Global Security so mutilated, or in lieu of the International Global
Security destroyed or stolen or lost; and provided further that, in the case of destroyed, stolen
or lost Securities, the Issuer, Japan and the Fiscal Agent shall have received evidence
satisfactory to them that such Securities were destroyed, stolen or lost, and shall also have
received an indemnity satisfactory to each of them. All expenses and reasonable charges associated
with procuring such indemnity and with the preparation, authentication and delivery of a
replacement International Global Security shall be borne by the Registered Holder of the
International Global Security mutilated, destroyed, stolen or lost. Upon the issuance of any
replacement International Global Security under this paragraph 10, the Issuer, Japan or the Fiscal
Agent may require the payment of a sum sufficient to cover any transfer, stamp or other tax or
other governmental charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Fiscal Agent) connected therewith. In case such mutilated, destroyed,
stolen or lost International Global Security has become or is about to become due and payable, the
Issuer in its discretion may, instead of issuing a new International Global Security, pay or cause
to be paid such International Global Security.
Every replacement International Global Security issued pursuant to this paragraph 10 in
exchange for or in lieu of any mutilated, destroyed, stolen or lost International Global Security
shall constitute an original additional contractual obligation of the Issuer guaranteed by Japan,
whether or not the mutilated, destroyed, stolen or lost International Global Security shall be at
any time enforceable by anyone. Any replacement International Global Security delivered pursuant to
this paragraph 10 shall be so dated that neither gain nor loss of interest shall result from such
replacement.
The provisions of this paragraph 10 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,
stolen or lost Securities.
11. Subject to paragraph 13, the Issuer hereby certifies and declares that all acts,
conditions and things required to be done and performed and to have happened precedent to the
creation and issuance of this International Global Security and its guarantee by Japan, and to
constitute the same the valid obligations of the Issuer and of Japan, respectively, in accordance
with their terms, have been done and performed and have happened in due and strict compliance with
the applicable laws of Japan.
12. The Fiscal Agency Agreement may be modified or amended by the Issuer, Japan and the
Fiscal Agent, and the terms and conditions of the Securities may be modified or amended by the
Issuer and Japan, without the consent of the Registered Holder of any International Global Security
for the purpose of adding to the covenants of the Issuer or Japan for the benefit of the Registered
Holders, surrendering any right or power conferred upon the Issuer or Japan, securing the
Securities pursuant to the requirements of the Securities or otherwise, curing any ambiguity, or
curing, correcting or supplementing any defective provision therein, or in any manner which the
Issuer, Japan and the Fiscal Agent may mutually deem necessary or desirable, which, in the case of
the Fiscal Agency Agreement, shall not be inconsistent with the Securities, and which shall not
adversely affect the interests of the Registered Holders of the Securities in any material respect, to all of which each Registered Holder of any International Global Security shall, by
acceptance thereof, consent.
- 9 -
13. This International Global Security shall not become valid or obligatory for any purpose
unless and until this International Global Security has been authenticated by The Bank of
Tokyo-Mitsubishi UFJ, Ltd., London Branch, or its successor, as Fiscal Agent.
14. This International Global Security shall be governed by, and interpreted in accordance
with, the laws of the State of New York except with respect to its authorization and execution by
the Issuer and any other matters required to be governed by the laws of Japan.
15. As more fully set forth in the Fiscal Agency Agreement, the Issuer has appointed the U.S.
Representative of the Fiscal Agent for the time being as its authorized agent upon which process
may be served in any action arising out of or based on the Securities or the Fiscal Agency
Agreement which may be instituted in any State or Federal court in The City of New York by the
Registered Holder of this International Global Security, and the Issuer hereby expressly accepts
the jurisdiction of any such court in respect of such action. Such appointment shall be irrevocable
until the Agency Maintenance Termination Date, unless and until a successor U.S. Representative of
the Fiscal Agent or successor Fiscal Agent shall have been appointed by the Issuer as its
authorized agent for such purpose and such successor U.S. Representative of the Fiscal Agent or
successor Fiscal Agent shall have accepted such appointment. Notwithstanding the foregoing, any
action arising out of or based on the Securities may be instituted by the Registered Holder of this
International Global Security in any competent court in Japan. The Issuer hereby waives irrevocably
any immunity to which it might otherwise be entitled in any action based on the Securities which
may be instituted by the Registered Holder of this International Global Security in any State or
Federal court in The City of New York or in any competent court in Japan. This waiver is intended
to be effective upon execution of this International Global Security without any further act by the
Issuer before any such court, and introduction of this International Global Security into evidence
shall be final and conclusive evidence of such waiver.
- 10 -
IN WITNESS WHEREOF, the Issuer has caused this International Global Security to be executed
with the signature of the President and Chief Executive Officer or a duly authorized agent of the
Issuer in Tokyo, Japan or the facsimile signature of the President and Chief Executive Officer or a
duly authorized agent of the Issuer in ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ of
America.
Dated: January 13, ▇▇▇▇
| ▇▇▇▇▇ FINANCE ORGANIZATION FOR MUNICIPALITIES |
||||
| By: | ||||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||
| President and Chief Executive Officer or Duly Authorized Agent of the Issuer | ||||
- 11 -
Form of Certificate of Authentication
This is one of the Securities within referred to. The undersigned hereby represents that it
has not authenticated Securities in excess of an aggregate principal amount of $1,000,000,000 (other than
Securities issued in exchange for and upon the cancellation of a like aggregate principal amount of
other Securities, and Securities issued in lieu of destroyed, stolen or lost Securities).
| THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., LONDON BRANCH as Fiscal Agent |
||||
| By: | ||||
| Authorized Signatory | ||||
SCHEDULE TO THE INTERNATIONAL GLOBAL SECURITY
4.000% GUARANTEED BONDS DUE JANUARY 13, 2021
| Initial Principal | Additional Principal | Aggregate Principal | ||||||||||
| Amount | Amount | Amount | Authorization | |||||||||
$ |
$ | $ | ||||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
EXHIBIT B
(FORM OF GUARANTEE FOR SECURITY)
GUARANTEE BY JAPAN
Japan hereby unconditionally and irrevocably guarantees to the holder of the within Security
due and punctual payment of the principal of said Security, interest thereon and any Additional
Amounts as defined in paragraph 2 of said Security, according to the tenor of said Security, as and
when the same shall become due and payable; waives any requirement that the holder of said
Security, in the event of any default in such payment by Japan Finance Organization for
Municipalities, first make demand upon or seek to enforce remedies against Japan Finance
Organization for Municipalities before demanding payment under, or seeking to enforce, this
guarantee; covenants that this guarantee will not be discharged except by complete performance of
the obligations contained in said Security and this guarantee; and covenants that the guarantee
herein contained shall be a general obligation of Japan, for the performance of which the full
faith and credit of Japan is hereby pledged and shall rank pari passu in right of payment with all
other general obligations of Japan without any preference one above the other by reason of priority
of date of issue, currency of payment or otherwise.
This guarantee shall not be valid or obligatory for any purpose until the within Security has
been authenticated by or on behalf of The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, or its
successor as Fiscal Agent duly appointed by Japan Finance Organization for Municipalities and Japan
for such purpose.
This guarantee shall be governed by, and interpreted in accordance with, the laws of the State
of New York except with respect to its authorization and execution by Japan and any other matters
required to be governed by the laws of Japan.
Dated: January 13, ▇▇▇▇
| ▇▇▇▇▇ |
||||
| By: | ||||
| ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ | ||||
| Minister of Finance | ||||