Common use of FORMS AND DENOMINATIONS Clause in Contracts

FORMS AND DENOMINATIONS. (a) Issuer has agreed to issue [currency] ( [currency]) principal amount of its [title of securities] (collectively, the “Securities”, or each, a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] and any integral multiple 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System (“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 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any], 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 Issuer and the Fiscal Agent. Neither 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.

Appears in 3 contracts

Samples: Fiscal Agency Agreement (Development Bank of Japan), Fiscal Agency Agreement (Development Bank of Japan Inc.), Fiscal Agency Agreement (Japan Finance Organization for Municipalities)

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FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currencyCURRENCY] ( [currency]) principal amount of its [title of securitiesTITLE OF SECURITIES] (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ [CURRENCY] and any integral multiple multiples of [CURRENCY] in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities), and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 2 contracts

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation), Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$1,500,000,000 (one billion five hundred million U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title 2.250% Guaranteed Bonds Due February 24, 2020 (the “Fixed Rate Securities”) and $500,000,000 (five hundred million U.S. dollars) principal amount of securities] its Floating Rate Guaranteed Bonds Due February 24, 2020 (collectivelythe “Floating Rate Securities” and, together with the Fixed Rate Securities, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities), and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 2 contracts

Samples: Fiscal Agency Agreement, Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$900,000,000 (nine hundred million U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 5.125% Guaranteed Bonds due February 1, 2017 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $100,000 and any integral multiple 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System 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, 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, 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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Development Bank of Japan)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$2,500,000,000 (Two billion Five hundred million U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 2% Guaranteed Bonds due June 24, 2011 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $100,000 and any integral multiple 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System 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, 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, 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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Finance Corp)

FORMS AND DENOMINATIONS. (a) Issuer has agreed to issue [currency] ( [currency]200,000,000,000 yen (two hundred billion Japanese Yen) principal amount of its [title of securities] 1.55% Japanese Yen Guaranteed Bonds due February 21, 2012 (collectively, the "Securities", or each, a "Security"). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] 1,000,000 yen and any integral multiple 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 of guarantee 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]TOKYOTRUST NOMINEES LIMITED, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi, Ltd., London Branch, as common depositary for Euroclear Bank S.A./N.V. Bank, S.A./N.V., as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société societe 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 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]TOKYOTRUST NOMINEES LIMITED, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi, Ltd., London Branch, as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any]TOKYOTRUST NOMINEES LIMITED, 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 Issuer and the Fiscal Agent. Neither 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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Finance Corp for Municipal Enterprises)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]€ 700,000,000 (seven hundred million Euro) (“Euro” and “€” refer to the lawful currency of the member states of the European Union that adopted the single currency in accordance with the Treaty establishing the European Community (signed in Rome in March 25, 1957), as amended by the Treaty on European Union (signed in Maastricht on February 7, 1992) and the Treaty of Amsterdam (signed in Amsterdam on October 2, 1997)) principal amount of its [title of securities] 4.75% Guaranteed Bonds due November 26, 2027 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] €50,000 and any integral multiple 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System 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, 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, 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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Development Bank of Japan)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currencyCURRENCY] ( [currency]) principal amount of its [title Title of securitiesSecurities] (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] and any integral multiple multiples of [ ] in excess 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System S.A. / N.V. (“Euroclear”) and Clearstream Banking, société anonyme sociétéanonyme (“Clearstream, Luxembourg”) (the “International Global Security”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as Exhibit A-1A-1 hereto, and the International Global Security will be substantially in the form attached as Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any], 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 55 hereof, 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-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]) $500,000,000 principal amount of its [title of securities] 3.375% Guaranteed Bonds due June 12, 2028 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan International Cooperation Agency)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$2,000,000,000 (two billion U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 2.250% Guaranteed Bonds Due July 13, 2016 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $1,000 in excess 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System 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, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as Exhibit A-1A-1 hereto, and the International Global Security will be substantially in the form attached as Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any], 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 55 hereof, 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-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Finance Corp)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$1,000,000,000 (one billion U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 4.000% Guaranteed Bonds due January 13, 2021 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $100,000 and any integral multiple 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System 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, 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any], 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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Finance Organization for Municipalities)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$2,500,000,000 (two billion five hundred million U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 2.500% Guaranteed Bonds Due May 23, 2024 (collectively, the “Securities”, or each, a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities), and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$1,250,000,000 (One billion two hundred fifty million U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 2.875% Guaranteed Bonds due February 2, 2015 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $100,000 and any integral multiple 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System 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, 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, 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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Finance Corp)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency](i) $2,000,000,000 (two billion U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title 3.375% Guaranteed Bonds Due October 31, 2023 (the “5-Year Securities”) and (ii) $1,000,000,000 (one billion U.S. dollars) principal amount of securities] its 3.500% Guaranteed Bonds Due October 31, 2028 (collectivelythe “10-Year Securities”, and together with the 5-Year Securities, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities), and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) Issuer has agreed to issue [currency] ( ]________ (_______ [currency]) principal amount of its [title of securities] (collectively, the "Securities", or each, a "Security"). The Securities are issuable only in fully registered form, without coupons, in denominations of [ [________] and any integral multiple 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear") and Clearstream Banking, société societe 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 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any], 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 Issuer and the Fiscal Agent. Neither 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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Finance Corp for Municipal Enterprises)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$2,000,000,000 (two billion U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 0.625% Guaranteed Bonds Due May 22, 2023 (collectively, the “Securities”, or each, a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$1,000,000,000 (one billion U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 5.00% Guaranteed Bonds due May 16, 2017 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $100,000 and any integral multiple 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System 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, 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, 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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Finance Corp for Municipal Enterprises)

FORMS AND DENOMINATIONS. (a) Issuer has agreed to issue [currency] ( [currency]$1,000,000,000 (one billion U.S. dollars) (“U.S. dollars” and “$” defined below) principal amount of its [title of securities] 4.75% Guaranteed Bonds due May 25, 2011 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $100,000 and any integral multiple 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]TOKYOTRUST NOMINEES LIMITED, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi, Ltd., London Branch, as common depositary for Euroclear Bank S.A./N.V. S.A. / N.V. as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) (the “International Global Security”, and together with the DTC Global Securities, the “Global Securities” and each, 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 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]TOKYOTRUST NOMINEES LIMITED, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi, Ltd., London Branch, as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any]TOKYOTRUST NOMINEES LIMITED, 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 Issuer and the Fiscal Agent. Neither 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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]€1,000,000,000 (one billion euro) (“euro” and “€” refer to the lawful currency of the member states of the European Union that have adopted and retained a common single currency through monetary union in accordance with European Union treaty law, as amended from time to time) principal amount of its [title of securities] 1.500% Guaranteed Bonds Due June 1, 2029 (collectively, the “Securities”, or each, a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] €100,000 and any integral multiple multiples of €1,000 in excess thereof, substantially in the form set forth in Exhibit A-1 or A-2 A hereto, safekept by the Common Safekeeper (as defined below), as common safekeeper for the ICSDs (as defined below), duly executed by the Issuer, authenticated by the Fiscal Agent and effectuated by the Common Safekeeper. (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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 and will be safekept by the Common Safekeeper as common safekeeper for the ICSDs, and registered in the name of Cede & Co., as the nominee of The Depository Trust Company, New York the Common Safekeeper (“DTC”) (the “DTC Global Securities”), and (2) one fully registered global security registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) (the “International Global Security”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). It is intended that any Securities issued in the form of Global Securities under the New Safekeeping Structure (as defined below) will be recognized as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue, or at any or all times during their life. The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A hereto, 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 hereof. “New Safekeeping Structure” means the structure under which registered Global Securities intended to be recognized as Cede & Co., as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem must be issued. Global Securities issued under the New Safekeeping Structure must be registered in the name of a nominee of DTC, is the registered holder of the DTC Global Securities Common Safekeeper 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 safekept by the DTC Global Common Safekeeper. “Common Safekeeper” means, with respect to any Securities for all purposes under this Agreement and such Securities. Likewise, so long as [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any], 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 issued in the form attached as Exhibit A-1 of one or A-2, as applicable, with more Global Securities under the appropriate changes thereto, consistent with the provisions of this Agreement, as may be agreed between Issuer and the Fiscal Agent. Neither Issuer nor the Fiscal Agent will have any responsibility or liability for any aspect of the records relating to or payments made by DTCNew Safekeeping Structure, Euroclear or Bank SA/NV (“Euroclear”), Clearstream Banking S.A. (“Clearstream, Luxembourg (together, the “Clearing Systems”) on account or another person designated as Common Safekeeper by either of beneficial ownership interests in the Global them as International Central Securities or for maintaining, supervising or reviewing any records of the Clearing Systems relating to such beneficial ownership interestsDepositaries (“ICSDs”).

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$1,500,000,000 (one billion five hundred million U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 4.25% Guaranteed Bonds due June 18, 2013 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $100,000 and any integral multiple 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System 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, 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, 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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$1,500,000,000 (one billion five hundred million U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 1.250% Guaranteed Bonds Due January 21, 2031 (collectively, the “Securities”, or each, a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]£250,000,000 (two hundred fifty million pounds sterling) (“pound sterling” and “£” refer to the lawful currency of the United Kingdom) principal amount of its [title of securities] 0.375% Guaranteed Bonds Due July 22, 2026 (collectively, the “Securities”, or each, a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] £100,000 and any integral multiple multiples of £1,000 in excess thereof, substantially in the form set forth in Exhibit A-1 or A-2 A 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global Security”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A hereto, 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)) hereof. (d) So long as Cede & Co., as the nominee of DTC, the common depositary for Euroclear and Clearstream is the registered holder of the DTC Securities represented by the Global Securities and subject to applicable law, DTC or its nominee, as the case may be, such nominee 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any], 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 55 hereof, 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 set forth in Exhibit A-1 or A-2, as applicableA hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$3,000,000,000 (Three Billion U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 2.125 % Guaranteed Bonds due November 5, 2012 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $100,000 and any integral multiple 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]Mizuho Trust & Banking (Luxembourg) S.A. , as the nominee of [NAME OF COMMON DEPOSITORY]Mizuho Trust & Banking (Luxembourg) S.A. , as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System 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, 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]Mizuho Trust & Banking (Luxembourg) S.A. , as the nominee of [NAME OF COMMON DEPOSITORY], as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any]Mizuho Trust & Banking (Luxembourg) S.A. , 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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Finance Corp)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$2,500,000,000 (two billion five hundred million U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 4.250% Guaranteed Bonds Due April 27, 2026 (collectively, the “Securities”, or each, a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$2,000,000,000 (two billion U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 1.125% Guaranteed Bonds Due July 19, 2017 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $1,000 in excess 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System 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, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as Exhibit A-1A-1 hereto, and the International Global Security will be substantially in the form attached as Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any], 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 55 hereof, 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-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$1,000,000,000 (one billion U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 4.375% Guaranteed Bonds Due January 24, 2031 (collectively, the “Securities”, or each, a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$1,500,000,000 (one billion five hundred million U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 2.50% Guaranteed Bonds due January 21, 2016 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $100,000 and any integral multiple 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System 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, 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any], 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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Finance Corp)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]€1,000,000,000 (one billion euro) (“euro” and “€” refer to the lawful currency of the member states of the European Union that have adopted and retained a common single currency through monetary union in accordance with European Union treaty law, as amended from time to time) principal amount of its [title of securities] 3.125% Guaranteed Bonds Due February 15, 2028 (collectively, the “Securities”, or each, a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] €100,000 and any integral multiple multiples of €1,000 in excess thereof, substantially in the form set forth in Exhibit A-1 or A-2 A hereto, safekept by the Common Safekeeper (as defined below), as common safekeeper for the ICSDs (as defined below), duly executed by the Issuer, authenticated by the Fiscal Agent and effectuated by the Common Safekeeper. (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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 and will be safekept by the Common Safekeeper as common safekeeper for the ICSDs, and registered in the name of Cede & Co., as the nominee of The Depository Trust Company, New York the Common Safekeeper (“DTC”) (the “DTC Global Securities”), and (2) one fully registered global security registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) (the “International Global Security”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). It is intended that any Securities issued in the form of Global Securities under the New Safekeeping Structure (as defined below) will be recognized as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue, or at any or all times during their life. The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A hereto, 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 hereof. “New Safekeeping Structure” means the structure under which registered Global Securities intended to be recognized as Cede & Co., as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem must be issued. Global Securities issued under the New Safekeeping Structure must be registered in the name of a nominee of DTC, is the registered holder of the DTC Global Securities Common Safekeeper 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 safekept by the DTC Global Common Safekeeper. “Common Safekeeper” means, with respect to any Securities for all purposes under this Agreement and such Securities. Likewise, so long as [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any], 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 issued in the form attached as Exhibit A-1 of one or A-2, as applicable, with more Global Securities under the appropriate changes thereto, consistent with the provisions of this Agreement, as may be agreed between Issuer and the Fiscal Agent. Neither Issuer nor the Fiscal Agent will have any responsibility or liability for any aspect of the records relating to or payments made by DTCNew Safekeeping Structure, Euroclear or Bank SA/NV (“Euroclear”), Clearstream Banking S.A. (“Clearstream, Luxembourg (together, the “Clearing Systems”) on account or another person designated as Common Safekeeper by either of beneficial ownership interests in the Global them as International Central Securities or for maintaining, supervising or reviewing any records of the Clearing Systems relating to such beneficial ownership interestsDepositaries (“ICSDs”).

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]) $900,000,000 principal amount of its [title of securities] 3.250% Guaranteed Bonds due May 25, 2027 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan International Cooperation Agency)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]) $500,000,000 principal amount of its [title of securities] 2.750% Guaranteed Bonds due April 27, 2027 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan International Cooperation Agency)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$2,000,000,000 (two billion U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title 1.750% Guaranteed Bonds Due November 13, 2018 (the “Fixed Rate Securities”) and $500,000,000 (five hundred million U.S. dollars) principal amount of securities] its Floating Rate Guaranteed Bonds Due November 13, 2018 (collectivelythe “Floating Rate Securities” and, together with the Fixed Rate Securities, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $1,000 in excess 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 set forth in 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System S.A. / N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities), and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$1,250,000,000 (one billion two hundred fifty million U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 2.125% Guaranteed Bonds Due February 16, 2029 (collectively, the “Securities”, or each, a “Security”). The Securities”).The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]C$500,000,000 (five hundred million Canadian dollars) (“Canadian dollars”, “CAD” and “C$” refer to the lawful currency of Canada) principal amount of its [title of securities] 2.300 % Guaranteed Bonds Due March 19, 2018 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] C$200,000 and any integral multiple multiples of C$1,000 in excess thereof, substantially in the form set forth in Exhibit A-1 or A-2 A 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], Mizuho Trust & Banking (Luxembourg) S.A. Common Depositary account as the nominee of [NAME OF COMMON DEPOSITORY], as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System S.A. / N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) (the “International Global Security”, and together with the DTC Global Securitiesany subsequently issued global securities, the “Global Securities” and each, 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-2A hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (d) So long as Cede & Co., as nominee of DTCthe common depositary for Euroclear and Clearstream, is the registered holder of the DTC Securities represented by the Global Securities Security and subject to applicable law, DTC or its nominee, as the case may be, such common depositary 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any], 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 Security will not, except in the limited circumstances described in Section 55 hereof, be entitled to have the Securities represented by the Global Securities Security 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 applicableA, 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 Clearstream (together, the “Clearing Systems”) on account of beneficial ownership interests in the Global Securities Security or for maintaining, supervising or reviewing any records of the Clearing Systems relating to such beneficial ownership interests.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]£425,000,000 (four hundred twenty five million pounds sterling) (“pound sterling” and “£” refer to the lawful currency of the United Kingdom) principal amount of its [title of securities] 2.625% Guaranteed Bonds Due December 15, 2020 (collectively, the “Securities”, or each, a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] £100,000 and any integral multiple multiples of £1,000 in excess thereof, substantially in the form set forth in Exhibit A-1 or A-2 A 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 set forth in 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System 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 set forth in Exhibit A-2A hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (d) So long as Cede & Co., as nominee of DTC, the common depositary for Euroclear and Clearstream is the registered holder of the DTC Securities represented by the Global Securities Security and subject to applicable law, DTC or its nominee, as the case may be, such common depositary 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any], 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 Security will not, except in the limited circumstances described in Section 55 hereof, be entitled to have the Securities represented by the Global Securities Security 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, A 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 Clearstream (together, the “Clearing Systems”) on account of beneficial ownership interests in the Global Securities Security or for maintaining, supervising or reviewing any records of the Clearing Systems relating to such beneficial ownership interests.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$2,500,000,000 (two billion five hundred million U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 4.250% Guaranteed Bonds Due January 26, 2026 (collectively, the “Securities”, or each, a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$500,000,000 (five hundred million U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 4.375% Guaranteed Bonds Due October 5, 2027 (collectively, the “Securities”, or each, a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]) $580,000,000 principal amount of its [title of securities] 1.750% Guaranteed Bonds due April 28, 2031 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan International Cooperation Agency)

FORMS AND DENOMINATIONS. (a) Issuer has agreed to issue [currency] ( [currency]$700,000,000 (seven hundred million U.S. dollars) (“U.S. dollars” and “$” defined below) principal amount of its [title of securities] 4.25% Guaranteed Bonds due June 9, 2015 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $100,000 and any integral multiple 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]TOKYOTRUST NOMINEES LIMITED, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi, Ltd., London Branch, as common depositary for Euroclear Bank S.A./N.V. S.A. / N.V. as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) (the “International Global Security”, and together with the DTC Global Securities, the “Global Securities” and each, 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 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]TOKYOTRUST NOMINEES LIMITED, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi, Ltd., London Branch, as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any]TOKYOTRUST NOMINEES LIMITED, 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 Issuer and the Fiscal Agent. Neither 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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Development Bank of Japan)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]) $500,000,000 principal amount of its [title of securities] 1.000% Guaranteed Bonds due July 22, 2030 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan International Cooperation Agency)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$500,000,000 (five hundred million U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 1.625% Guaranteed Bonds Due January 20, 2027 (collectively, the “Securities”, or each, a “Security”). The Securities”).The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]¥75,000,000,000 (seventy-five billion Japanese yen) (“Japanese yen” and “¥” refer to the lawful currency of Japan) principal amount of its [title of securities] 1.75% Guaranteed Bonds due March 17, 2017 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] ¥10,000,000 and any integral multiple 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System 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, 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, 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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Development Bank of Japan)

FORMS AND DENOMINATIONS. (a) Issuer has agreed to issue [currency] ( [currency]$1,200,000,000 (one billion two hundred million U.S. dollars) (“U.S. dollars” and “$” defined below) principal amount of its [title of securities] 4.625% Guaranteed Bonds due April 21, 2015 (collectively, the “Securities”, or each, a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $100,000 and any integral multiple 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]TOKYOTRUST NOMINEES LIMITED, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi, Ltd., London Branch, as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System (“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 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]TOKYOTRUST NOMINEES LIMITED, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi, Ltd., London Branch, as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any]TOKYOTRUST NOMINEES LIMITED, 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 Issuer and the Fiscal Agent. Neither 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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Finance Corp for Municipal Enterprises)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$2,000,000,000 (two billion U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 2.50% Guaranteed Bonds Due May 18, 2016 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $100,000 and any integral multiple 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System 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, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as Exhibit A-1A-1 hereto, and the International Global Security will be substantially in the form attached as Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any], 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 55 hereof, 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-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Finance Corp)

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FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$1,000,000,000 (one billion U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 2.750% Guaranteed Bonds Due January 21, 2026 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System S.A. / N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities), and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$2,250,000,000 (TWO BILLION TWO HUNDRED FIFTY MILLION U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 1.5% Guaranteed Bonds due July 6, 2012 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $100,000 and any integral multiple 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System 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, 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any], 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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Finance Corp)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$2,250,000,000 (two billion two hundred fifty million U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 1.750% Guaranteed Bonds Due January 23, 2023 (collectively, the “Securities”, or each, a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$1,500,000,000 (one billion five hundred million U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 2.875% Guaranteed Bonds Due April 14, 2025 (collectively, the “Securities”, or each, a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currencyCurrency] ( [currency]) principal amount of its [title Title of securitiesSecurities] (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] and any integral multiple 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System 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, 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any], 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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Finance Corp)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$1,000,000,000 (one billion U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 2.125% Guaranteed Bonds Due February 10, 2025 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $1,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System S.A. / N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities), and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$500,000,000 (five hundred million U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 4.875% Guaranteed Bonds Due October 18, 2028 (collectively, the “Securities”, or each, a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$1,500,000,000 (One billion five hundred million U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 1.875 % Guaranteed Bonds due September 24, 2015 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $100,000 and any integral multiple 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System 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, 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any], 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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Finance Corp)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$1,250,000,000 (one billion two hundred fifty million U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 2.125% Guaranteed Bonds Due February 7, 2019 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $1,000 in excess 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System 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, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as Exhibit A-1A-1 hereto, and the International Global Security will be substantially in the form attached as Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any], 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 55 hereof, 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-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Finance Corp)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$1,500,000,000 (one billion five hundred million U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 0.375% Guaranteed Bonds Due September 15, 2023 (collectively, the “Securities”, or each, a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$2,500,000,000 (two billion five hundred million U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 0.625% Guaranteed Bonds Due July 15, 2025 (collectively, the “Securities”, or each, a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]¥120,000,000,000 Japanese yen (“Japanese yen” and “¥” defined below) principal amount of its [title of securities] 2.00% Guaranteed Bonds due May 9, 2016 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] ¥10,000,000 and any integral multiple 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]TOKYOTRUST NOMINEES LIMITED, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, as common depositary for Euroclear Bank S.A./N.V. S.A. / N.V. as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) (the “International Global Security”, and together with the DTC Global Securities, the “Global Securities” and each, 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]TOKYOTRUST NOMINEES LIMITED, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any]TOKYOTRUST NOMINEES LIMITED, 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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Finance Corp for Municipal Enterprises)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]) $1,250,000,000 principal amount of its [title of securities] 4.000% Guaranteed Bonds due May 23, 2028 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global Security”Securities” and, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan International Cooperation Agency)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$1,500,000,000 (one billion five hundred million U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title 1.750% Guaranteed Bonds Due May 29, 2019 (the “5-year Securities”) and $1,000,000,000 (one billion U.S. dollars) principal amount of securities] its 3.000% Guaranteed Bonds Due May 29, 2024 (collectivelythe “10-year Securities” and, together with the 5-year Securities, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $1,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System S.A. / N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities), and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]) $1,000,000,000 principal amount of its [title of securities] 4.750% Guaranteed Bonds due May 21, 2029 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global Security”Securities” and, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan International Cooperation Agency)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$1,000,000,000 (one billion U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title 1.750% Guaranteed Bonds Due May 28, 2020 (the “5-year Securities”) and $1,500,000,000 (one billion five hundred million U.S. dollars) principal amount of securities] its 2.500% Guaranteed Bonds Due May 28, 2025 (collectivelythe “10-year Securities” and, together with the 5-year Securities, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System S.A. / N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities), and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currencyCURRENCY] ( [currency]) ·] principal amount of its [title of securitiesTITLE OF SECURITIES] (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ [CURRENCY] [·] and any integral multiple multiples of [CURRENCY] [·] in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System S.A. / N.V. (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities), and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan International Cooperation Agency)

FORMS AND DENOMINATIONS. (a) Issuer has agreed to issue [currency] ( [currency]€900,000,000 (nine-hundred million Euro) (“Euro” and “€” defined below) principal amount of its [title of securities] 4.5% Guaranteed Bonds due May 27, 2014 (collectively, the “Securities”, or each, a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] €50,000 and any integral multiple 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]TOKYOTRUST NOMINEES LIMITED, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi, Ltd., London Branch, as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System (“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 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]TOKYOTRUST NOMINEES LIMITED, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi, Ltd., London Branch, as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any]TOKYOTRUST NOMINEES LIMITED, 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 Issuer and the Fiscal Agent. Neither 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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Finance Corp for Municipal Enterprises)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$1,500,000,000 (one billion five hundred million U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 4.625% Guaranteed Bonds Due July 22, 2027 (collectively, the “Securities”, or each, a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$1,500,000,000 (one billion five hundred million U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 4.625% Guaranteed Bonds Due July 19, 2028 (collectively, the “Securities”, or each, a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]¥75,000,000,000 (seventy-five billion Japanese yen) (“Japanese yen” and “¥” refer to the lawful currency of Japan) principal amount of its [title of securities] 1.90 % Guaranteed Bonds due June 22, 2018 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] ¥10,000,000 and any integral multiple 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System 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, 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any], BTMU Nominees (UK) Limited 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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Finance Corp for Municipal Enterprises)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currencyCURRENCY] ( [currency]) ●] principal amount of its [title of securitiesTITLE OF SECURITIES] (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ [CURRENCY] [●] and any integral multiple multiples of [CURRENCY] [●] in excess thereof, substantially in the form set forth in Exhibit A-1 or A-2 hereto. (ba) 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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. (cb) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities), and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (dc) 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan International Cooperation Agency)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$1,000,000,000 (one billion U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 4.375% Guaranteed Bonds due November 26, 2012 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $100,000 and any integral multiple 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System 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, 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any]BTMU Nominees (UK) Limited, 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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currencyCURRENCY] ( [currency]) ●] principal amount of its [title of securitiesTITLE OF SECURITIES] (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ [CURRENCY] [●] and any integral multiple multiples of [CURRENCY] [●] in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System S.A. / N.V. (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities), and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan International Cooperation Agency)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]€500,000,000 (five hundred million euro) (“euro” and “€” refer to the lawful currency of the member states of the European Union that have adopted and retained a common single currency through monetary union in accordance with European Union treaty law, as amended from time to time) principal amount of its [title of securities] 2.625% Guaranteed Bonds Due October 17, 2030 (collectively, the “Securities”, or each, a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] €100,000 and any integral multiple multiples of €1,000 in excess thereof, substantially in the form set forth in Exhibit A-1 or A-2 A hereto, safekept by the Common Safekeeper (as defined below), as common safekeeper for the ICSDs (as defined below), duly executed by the Issuer, authenticated by the Fiscal Agent and effectuated by the Common Safekeeper. (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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 and will be safekept by the Common Safekeeper as common safekeeper for the ICSDs, and registered in the name of Cede & Co., as the nominee of The Depository Trust Company, New York the Common Safekeeper (“DTC”) (the “DTC Global Securities”), and (2) one fully registered global security registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) (the “International Global Security”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). It is intended that any Securities issued in the form of Global Securities under the New Safekeeping Structure (as defined below) will be recognized as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue, or at any or all times during their life. The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A hereto, 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 hereof. “New Safekeeping Structure” means the structure under which registered Global Securities intended to be recognized as Cede & Co., as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem must be issued. Global Securities issued under the New Safekeeping Structure must be registered in the name of a nominee of DTC, is the registered holder of the DTC Global Securities Common Safekeeper 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 safekept by the DTC Global Common Safekeeper. “Common Safekeeper” means, with respect to any Securities for all purposes under this Agreement and such Securities. Likewise, so long as [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any], 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 issued in the form attached as Exhibit A-1 of one or A-2, as applicable, with more Global Securities under the appropriate changes thereto, consistent with the provisions of this Agreement, as may be agreed between Issuer and the Fiscal Agent. Neither Issuer nor the Fiscal Agent will have any responsibility or liability for any aspect of the records relating to or payments made by DTCNew Safekeeping Structure, Euroclear or Bank SA/NV (“Euroclear”), Clearstream Banking S.A. (“Clearstream, Luxembourg (together, the “Clearing Systems”) on account or another person designated as Common Safekeeper by either of beneficial ownership interests in the Global them as International Central Securities or for maintaining, supervising or reviewing any records of the Clearing Systems relating to such beneficial ownership interestsDepositaries (“ICSDs”).

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]$1,000,000,000 (one billion U.S. dollars) (“U.S. dollars” and “$” refer to the lawful currency of the United States of America) principal amount of its [title of securities] 4.625% Guaranteed Bonds Due April 17, 2034 (collectively, the “Securities”, or each, a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] $200,000 and any integral multiple multiples of $2,000 in excess 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 set forth in Exhibit B hereto, executed by the facsimile signature of the Minister of Finance of Japan or the facsimile of the official seal (or the facsimile thereof) 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 or more fully registered global security securities registered in the name of [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System SA/NV (“Euroclear”) and Clearstream Banking, société anonyme Banking S.A. (“Clearstream, Luxembourg”) (the “International Global SecuritySecurities”, and together with the DTC Global Securities, the “Global Securities” and each, each a “Global Security”). The DTC Global Securities will be substantially in the form attached as set forth in Exhibit A-1A-1 hereto, and the International Global Security Securities will be substantially in the form attached as set forth in Exhibit A-2A-2 hereto, in either case with such changes as may be agreed between the Issuer and the Fiscal Agent, as defined in Section 2(a)) hereof. (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 [NAME OF COMMON DEPOSITORY NOMINEE, if any], as the nominee of [NAME OF COMMON DEPOSITORY], as the common depositary for Euroclear and Clearstream, Luxembourg, Clearstream is the registered holder of the Securities represented by the International Global Security Securities and subject to applicable law, [NAME OF COMMON DEPOSITORY NOMINEE, if any], such nominee will be considered the sole owner or holder of the Securities represented by the International Global Security Securities 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 55 hereof, 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 set forth in Exhibit A-1 or A-2A-2 hereto, 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 Clearstream (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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Japan Bank for International Cooperation)

FORMS AND DENOMINATIONS. (a) The Issuer has agreed to issue [currency] ( [currency]¥50,000,000,000 (fifty billion Japanese yen) (“Japanese yen” and “¥” refer to the lawful currency of Japan) principal amount of its [title of securities] 2.30% Guaranteed Bonds due March 19, 2026 (collectively, the “Securities”, or each, each a “Security”). The Securities are issuable only in fully registered form, without coupons, in denominations of [ ] ¥10,000,000 and any integral multiple 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]TOKYOTRUST NOMINEES LIMITED, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, as common depositary for Euroclear Bank S.A./N.V. S.A. / N.V. as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) (the “International Global Security”, and together with the DTC Global Securities, the “Global Securities” and each, 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 [NAME OF COMMON DEPOSITORY NOMINEE, if any]TOKYOTRUST NOMINEES LIMITED, as the nominee of [NAME OF COMMON DEPOSITORY]The Bank of Tokyo-Mitsubishi UFJ, Ltd., London Branch, as 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, [NAME OF COMMON DEPOSITORY NOMINEE, if any]TOKYOTRUST NOMINEES LIMITED, 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.

Appears in 1 contract

Samples: Fiscal Agency Agreement (Development Bank of Japan)

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