FISCAL AGENCY AGREEMENT AMONG JAPAN FINANCE ORGANIZATION FOR MUNICIPALITIES JAPAN AND [NAME OF FISCAL AGENT] Fiscal Agent Dated as of , ___ [Title of Securities]
EXHIBIT B
AMONG
JAPAN
AND
[NAME OF FISCAL AGENT]
Fiscal Agent
Dated as of , ___
[Title of Securities]
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This FISCAL AGENCY AGREEMENT (this “Agreement”), is made as of ,
, in New York, New
York, United States of America, among JAPAN FINANCE ORGANIZATION FOR MUNICIPALITIES (“Issuer”),
JAPAN and [NAME OF FISCAL AGENT], a corporation organized and existing under the laws of ,
as Fiscal Agent.
1. 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.
2. FISCAL AGENT; OTHER AGENTS. (a) Issuer and Japan hereby appoint [NAME OF FISCAL
AGENT], at present having its office in [name of location], as fiscal agent of Issuer and Japan in
respect of the Securities upon the terms and subject to the conditions herein set forth, and [NAME
OF FISCAL AGENT], hereby accepts such appointment. [NAME OF FISCAL AGENT] and its successor or
successors as such fiscal agent qualified or appointed in accordance with Section 8 hereof, are
herein called the “Fiscal Agent”. The Fiscal Agent shall have the powers and authority granted to
and conferred upon it in the Securities and hereby and such further powers and authority to act on
behalf of Issuer and Japan as Issuer and Japan may hereafter grant to or confer upon it. All of
the terms and provisions with respect to such powers and authority contained in the Securities are
subject to and governed by the terms and provisions hereof. Issuer and Japan reserve the right to
appoint, at their discretion, agents (one or more “Agents”, or each, an “Agent”) for the payment of
principal of and interest on the Securities or for the
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transfer and exchange of Securities at such place or places as Issuer may determine. Issuer
shall notify the Fiscal Agent of the appointment of any such Agent.
(b) In compliance with Japanese tax laws and the practices of tax authorities in Japan, Issuer
hereby appoints the Fiscal Agent as its agent for (i) arranging the preparation and submission of
all necessary forms and claims (including the interest receipt confirmations and the claims for
exemption to be submitted to the competent Japanese tax authority) in relation to Issuer’s Japanese
withholding tax obligations and (ii) making the necessary payments to the Japanese tax authorities
in accordance with operating procedures to be agreed between Issuer and the Fiscal Agent. The
Fiscal Agent shall be responsible only for performing such obligations as are expressly provided
for in the operating procedures, which operating procedures shall stipulate obligations approved by
the Japanese tax authorities, and no implied obligations on the part of the Fiscal Agent shall be
read into this Agreement or the operating procedures. The operating procedures may be amended from
time to time to reflect any changes in Japanese tax laws and the practices of tax authorities in
Japan.
3. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. (a) The Securities will be
executed on behalf of Issuer with either the signature or the facsimile signature of the President
and Chief Executive Officer of Issuer or a duly authorized agent of Issuer. The guarantee of Japan
will bear the facsimile signature of the Minister of Finance of Japan or the facsimile of the
official seal of the Minister of Finance of Japan or of another duly authorized representative of
Japan. Issuer and Japan may, respectively, adopt and use either the signature or the facsimile
signature of any person who shall have been such President and Chief Executive Officer or such
agent of Issuer or such Minister of Finance or such representative of Japan, notwithstanding the
fact that when any Security shall be authenticated and delivered, he shall have ceased to be such
President and Chief Executive Officer or such agent of Issuer or such Minister of Finance or such
representative of Japan.
(b) The Fiscal Agent is authorized, upon receipt of Securities duly executed on behalf of
Issuer and bearing the duly executed guarantee of Japan as herein provided, together with a written
order or orders to authenticate and deliver Securities in a stated aggregate principal amount, to
authenticate such Securities, and to deliver said Securities to or upon the order of Issuer signed
by the President and Chief Executive Officer of Issuer or such person’s attorney in fact.
Thereafter, the Fiscal Agent is authorized to authenticate and deliver Securities in accordance
with the provisions therein or hereinafter set forth. The aggregate principal amount of Securities
to be issued and outstanding at any time, whether in the form of the Global Securities or
Securities in definitive registered form issued in exchange for a Global Security in accordance
with Section 5, shall not exceed [currency] , plus the aggregate principal amount of any
additional Securities issued by Issuer in accordance with Section 9 of this Agreement.
(c) The Securities shall be dated the date of their authentication by the Fiscal Agent, except
as otherwise provided in Sections 5(a), 5(c) and 5(h) in connection with the Securities
authenticated and delivered upon transfer or exchange or in lieu of the Global Securities.
4. PAYMENT, REDEMPTION AND CANCELLATION. (a) Subject to the following provisions,
Issuer will pay to the Fiscal Agent the amounts at the times, and for the purposes, set forth
herein and in the Securities. Issuer hereby authorizes and directs the Fiscal Agent from funds so
paid to it, to make or cause to be made payment of principal of and interest on the Securities as
set forth herein and in accordance with the text of the Securities and the requirements of
applicable law.
(b) Subject to Sections 4(c) and 4(l), the Fiscal Agent will arrange directly or with any
other Agent for the payment from funds furnished by Issuer of the principal of and interest on the
Securities in immediately available funds by [currency] check, or by transfer to a [currency]
account maintained by the payee or, additionally or alternatively, in such other manner as may be
set forth or provided for in the text of the Securities. Notwithstanding the foregoing, Issuer may
pay to an Agent specifically designated for the purpose funds for the payment of principal of and
interest on the Securities under an agreement with respect to such funds containing substantially
the same terms and conditions set forth in this Section 4(b) and in Sections 4(c), 4(d), 4(e),
4(f), 4(g), 4(l) and 7(b) of this Agreement; and the Fiscal Agent shall have no responsibility with
respect to any funds so paid by Issuer to any such Agent.
(c) In compliance with Japanese tax laws and the practices of tax authorities in Japan, in
respect of any interest payment on the DTC Global Securities hereunder, the Fiscal Agent shall act
in accordance with the
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Compliance Procedures for International Securities Offerings by Japanese Issuers — Securities
Held Through DTC (the “DTC Procedures”), and, in respect of any interest payment on the
International Global Security, the Fiscal Agent shall act in accordance with the IPMA Operating
Manual on “Japanese Withholding Tax on Certain Eurobond Issues” (the “Manual”) dated 24th June,
1998. Except as otherwise provided in this Agreement, the Fiscal Agent shall be responsible only
for performing such services as are specifically provided for in the DTC Procedures, the Manual, or
such other procedures actually known by the Fiscal Agent, as applicable and as may be amended or
modified and communicated to the Fiscal Agent from time to time.
(d) If and so long as payments of interest may be made without deduction or withholding for or
on account of Japanese tax only upon receipt of duly executed certifications, claims for exemption,
notifications or other documentation (“Tax Documentation”), the Fiscal Agent shall (i) collect the
required Tax Documentation from holders and clearing organizations, (ii) review the Tax
Documentation, and sign any required confirmations, and (iii) promptly deliver the Tax
Documentation (directly or through the relevant Agent, in the case of Tax Documentation collected
by such Agent) to Issuer or, at Issuer’s request, the relevant Japanese District Tax Office.
The Fiscal Agent may rely on the information provided in Tax Documentation (including, where
relevant, supporting documentation) in the absence of actual knowledge that such information is
incorrect. The Fiscal Agent shall furnish forms of certifications to holders of the Securities
upon request, and shall use reasonable endeavors to assist holders in claiming available
exemptions, but shall not be liable for a holder’s failure to qualify for such an exemption.
(e) If a holder of the Securities satisfies the requirements for claiming an exemption from
Japanese withholding tax after the date on which an amount in respect of such tax is withheld and
before the date on which the tax is actually paid to the Japanese tax authorities, then Issuer and
the Fiscal Agent shall, to the extent it is possible to do so under applicable law, pay the amount
withheld (after the deduction of reasonable costs, including amounts in respect of changes in
foreign exchange rates) to the holder.
(f) Under procedures agreed with Issuer, to the extent it is possible to do so under
applicable law, the Fiscal Agent shall deliver tax certifications and related confirmations signed
by or on behalf of Issuer, together with payment of any applicable withholding taxes, to the
relevant Japanese District Tax Office on or before the date on which such taxes are required under
Japanese law or administrative practice to be paid.
(g) The Issuer shall retain copies of Tax Documentation for a period of five years from the
date as prescribed by law and shall make such documentation available for inspections by any
relevant tax authorities in Japan.
(h) The Fiscal Agent shall open an account entitled “Japan Finance Organization for
Municipalities Fiscal Agency Account” in which all monies paid for the service of the Securities
shall be carried.
(i) The Fiscal Agent shall not be under any liability for interest on any monies at any time
received by it pursuant to any of the provisions of this Agreement or of the Securities except such
as it pays on similar deposits or as may be agreed on by the Fiscal Agent and Issuer and Japan.
(j) In case Issuer shall elect to redeem Securities, in whole but not in part, and Issuer
determines and certifies to the Fiscal Agent immediately prior to the giving of the notice of the
redemption that, as a result of any change in, or amendment to, the laws or treaties (or any
regulations or rulings promulgated thereunder) of Japan (or any political subdivision or taxing
authority of Japan) affecting any present or future taxes, duties, assessments or governmental
charges of whatever nature imposed or levied by or on behalf of Japan, or any authority therein or
thereof having power to tax (“Taxes”), or any change in official position regarding the application
or interpretation of these laws, treaties, regulations or rulings (including a holding, judgment or
order by a court of competent jurisdiction), which change, amendment, application or interpretation
becomes effective on or after , ___, Issuer is, or on the next interest payment date would
be, required to pay any additional amounts as may be necessary in order that the net amounts
received by any beneficial owner of the Securities after withholding or deduction for or on account
of any Taxes shall equal the respective amounts of principal and interest which would have been
receivable by such beneficial owner in respect of the Securities in the absence of such withholding
or deduction, that cannot be avoided by measures reasonably available to Issuer, the Fiscal Agent
shall cause to be published on behalf of Issuer at Issuer’s
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cost irrevocable notice of intention to redeem the Securities on the date therein designated,
and stating that on said redemption date there will become and be due and payable upon each
Security so to be redeemed the redemption price payable upon such redemption in the lawful money of
[name of country], at the place or places specified in such notice, and that from and after such
redemption date interest thereon will cease to accrue; provided that no notice of redemption shall
be given earlier than ninety (90) days prior to the earliest date on which Issuer would be
obligated to make the withholding if a payment in respect of the Securities were then due. Prior
to the publication and mailing of any notice of redemption of the Securities pursuant to the
foregoing, Issuer will deliver to the Fiscal Agent an opinion of independent counsel of recognized
standing or an opinion of a tax consultant of recognized standing to the effect that the
circumstances referred to above exist. The Fiscal Agent shall accept such opinion of counsel or
tax opinion, as the case may be, as sufficient evidence of the satisfaction of the conditions
precedent described above, in which event it shall be conclusive and binding on the registered
holders of the Securities. Such notice shall be published in a daily newspaper in the English
language of general circulation in The City of New York [and in a daily newspaper in the English
language of general circulation in [name of location outside the U.S.]], at least once prior to the
redemption date, such publication to be not less than thirty (30) days nor more than sixty (60)
days prior to the redemption date, provided that for so long as the Securities are held in
book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear, and
Clearstream Luxembourg, for communication by them to their respective participants in substitution
for publication in any such newspaper. In case, by reason of the temporary or permanent suspension
of the publication or general circulation of any newspaper or by reason of any other cause, it
shall be impossible or impracticable to publish such notice in the manner herein provided, then
such method of publication in lieu thereof as shall be approved by the Fiscal Agent shall
constitute a sufficient publication of such notice. Such notice shall also be sent by the Fiscal
Agent by mail, postage prepaid, not less than thirty (30) days nor more than sixty (60) days prior
to the redemption date to the registered holders of all the Securities, at the addresses of such
holders as they shall appear in the register maintained by the Fiscal Agent; but no failure to mail
such notice to such registered holders nor any defect therein nor failure to receive the same shall
affect the validity and effectiveness of the call and redemption of any Securities so to be
redeemed.
(k) All Securities surrendered for payment, redemption, registration of transfer or exchange
shall be promptly cancelled by the Fiscal Agent or such other person as may be designated by
Issuer. All cancelled Securities which were surrendered to anyone other than the Fiscal Agent
shall be delivered by such other person (including any transfer agent) to the Fiscal Agent. All
cancelled Securities held by the Fiscal Agent shall be destroyed by the Fiscal Agent, and the
Fiscal Agent shall furnish to Issuer and Japan a certificate with respect to such destruction.
Issuer and Japan shall be entitled to have their representatives present at the time of any such
destruction but no notice of such destruction need be furnished prior thereto.
(l) In the event that Securities in definitive registered form are issued, the Fiscal Agent
shall make or cause to be made payment of principal of and interest on any such Securities directly
to registered holders of such Securities in whose names such Securities were registered at the
close of business on the related record date for such payment. Payments will be made in
immediately available funds by wire transfer or by check mailed to the addresses of such holders as
they appear on the register maintained by the Fiscal Agent; provided, however, that the final
payment on any Security in definitive registered form will be made only upon surrender of such
Security in definitive registered form at the office of the Fiscal Agent or any other duly
appointed Agent on a payment date that is a business day in the place of surrender. The Fiscal
Agent shall provide notice of such final payment to registered holders mailed not later than the
fifteen days before such final payment.
5. EXCHANGE AND REPLACEMENT OF SECURITIES. (a) The Fiscal Agent is hereby authorized
from time to time in accordance with the provisions of the Securities and of this Section to
authenticate and deliver to the registered holder thereof:
(i) Global Securities or Securities in definitive registered form, as the case may be,
in exchange for or in lieu of Global Securities or Securities in definitive registered form,
as the case may be, which become mutilated, destroyed, stolen or lost; and
(ii) Global Securities or Securities in definitive registered form, as the case may be,
of authorized denominations in exchange for a like aggregate principal amount of Global
Securities or Securities in definitive registered form, as the case may be, of other
authorized denominations.
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All Securities so authenticated by the Fiscal Agent shall bear the guarantee of Japan in the
form herein provided for.
Each Security authenticated and delivered upon any transfer or in exchange for or in lieu of
the whole or any part of any Security shall carry all rights to interest accrued and unpaid and to
accrue which were carried by the whole or such part of such Security and shall be so dated that
neither gain nor loss of interest shall result from such transfer, exchange or substitution.
(b) Subject to subsection (c) of this Section, no service charge shall be made for any such
transfer, exchange or registration of transfer or exchange of Securities, but Issuer, Japan or the
Fiscal Agent (and any other Agent appointed by Issuer pursuant to Section 2 of this Agreement) may
require payment of a sum sufficient to cover any transfer, stamp or other tax or other governmental
charge required to be paid in connection therewith.
(c) In case any Security certificate shall at any time become mutilated or destroyed or stolen
or lost then, provided that such Security, or evidence of the destruction, theft or loss thereof
(together with the indemnity hereinafter referred to and such other documents as may be required in
the premises) shall be delivered to the Fiscal Agent or in the case of Security in definitive
registered form, delivered to either the Fiscal Agent or any transfer agent, a replacement Security
of like tenor and principal amount and bearing the guarantee of Japan in the form herein provided
for, will be issued by Issuer and, at its request, authenticated and delivered by the Fiscal Agent,
in exchange for the Security so mutilated, or in lieu of the Security destroyed or stolen or lost;
and provided further that, in the case of destroyed, stolen or lost Securities, Issuer, Japan, the
Fiscal Agent and any transfer agent shall have received evidence satisfactory to them that such
Securities were destroyed, stolen or lost, and shall also have received an indemnity satisfactory
to each of them. All expenses and reasonable charges associated with procuring any indemnity and
with the preparation, authentication and delivery of a replacement Security shall be borne by the
holder of the Security mutilated, destroyed, stolen or lost. Upon the issuance of any replacement
Security under this Section
5(c), Issuer, Japan, the Fiscal Agent or any transfer agent may require the payment of a sum
sufficient to cover any transfer, stamp or other tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and expenses of the Fiscal
Agent) connected therewith. In case such mutilated, destroyed, stolen or lost Security has become
or is about to become due and payable, Issuer in its discretion may, instead of issuing a new
Security, pay or cause to be paid such Security.
Every replacement Security issued pursuant to this Section 5(c) in exchange for or in lieu of
any mutilated, destroyed, stolen or lost Security shall constitute a contractual obligation of
Issuer guaranteed by Japan, whether or not the mutilated, destroyed, stolen or lost Security shall
be at any time enforceable by anyone (but, for the avoidance of doubt, shall not constitute an
issuance of Securities in excess of the maximum aggregate principal amount set forth in Section
3(b) of this Agreement). Any replacement Security delivered pursuant to this Section 5(c) shall be
so dated that neither gain nor loss of interest shall result from such replacement.
(d) Issuer will promptly make available to the Fiscal Agent a reasonable supply of Securities
in definitive registered form and will issue or cause to be issued Securities in definitive
registered form upon registration of transfer of, or exchange for, Securities represented by the
DTC Global Securities if (i) DTC (a) notifies Issuer that it is unwilling or unable to continue as
depositary for such DTC Global Security or (b) ceases to be a clearing agency registered under the
United States Securities Exchange Act of 1934 at a time when it is required to be, and in either
such case (a) or (b) a successor is not appointed by Issuer within 90 days after receiving such
notice or becoming aware that DTC is no longer so registered.
(e) Issuer will promptly make available to the Fiscal Agent a reasonable supply of Securities
in definitive registered form and will issue or cause to be issued Securities in definitive
registered form upon registration of transfer of, or exchange for, Securities represented by the
International Global Security if Euroclear or Clearstream, Luxembourg is closed for business for a
continuous period of 14 days (other than by reason of legal holidays) or announces an intention
permanently to cease business.
(f) Issuer may also at any time in its sole discretion determine not to have any of the
Securities represented by the Global Securities and, in such event, will issue or cause to be
issued Securities in definitive registered form upon registration of transfer of, or in exchange
for, Securities represented by Global Securities.
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(g) Issuer shall bear the costs and expenses of printing or preparing any Securities in
definitive registered form issued pursuant to Section 5(d), 5(e) and 5(f) above.
(h) Upon any such issuance pursuant to Section 5(d), 5(e) and 5(f) above of Securities in
definitive registered form in exchange for all the Securities represented by any Global Security,
the Fiscal Agent shall receive the relevant Global Securities from the custodian for DTC or the
common depositary for Euroclear and Clearstream, Luxembourg, as the case may be, shall cancel such
Global Securities and shall reduce the holdings of the registered holder of such Global Securities
on the register to nil and shall receive Securities in definitive registered form from Issuer. The
Fiscal Agent shall have at least 30 days from the date of its receipt of Securities in definitive
registered form, Global Securities submitted for exchange, registration information and delivery
information, whichever is latest, to authenticate and deliver such Securities in definitive
registered form in an aggregate principal amount equal to and in exchange for the DTC, Euroclear or
Clearstream, Luxembourg participants’ beneficial interests in the Securities represented by the
relevant Global Securities as of the record date for such exchange, as directed by DTC, Euroclear
or Clearstream, Luxembourg, as the case may be. Such Securities in definitive registered form
shall be registered in such names and in such denominations of [currency; amount] and integral
multiples thereof, and delivered as DTC, Euroclear or Clearstream, Luxembourg, pursuant to
instructions from direct or indirect participants, shall direct. All Securities represented by
Securities in definitive registered form issued in exchange for Securities represented by the
relevant Global Securities shall be valid obligations of Issuer guaranteed by Japan, the holders of
which shall be entitled to the same benefits under this Agreement as the holders of the Global
Securities. Exchanges of Global Securities for Securities in definitive registered form as
described in this subsection (h) shall be made without charge to DTC, Euroclear, Clearstream,
Luxembourg or the common depositary.
(i) Unless the DTC Global Securities are presented by an authorized representative of DTC to
Issuer, the Fiscal Agent or their respective agents for registration of transfer, exchange or
payment, and any replacement DTC Global Securities are registered in the name of a nominee of DTC,
and any payment is made to such nominee, any transfer, pledge or other use of the DTC Global
Securities for value or otherwise shall be wrongful since the registered holders of the DTC Global
Securities have an interest in the Securities evidenced by the DTC Global Securities.
(j) Neither the Fiscal Agent nor any transfer agent will be required to (i) exchange or
register the transfer of any Security selected for redemption; or (ii) exchange or register the
transfer of any Security for the period from the record date preceding the due date for any payment
to the payment date with respect to such Security.
6. REGISTRATION AND TRANSFER. (a) The Fiscal Agent shall maintain, as agent of
Issuer for the purpose, at its office in [name of location], a register (i) registering and
maintaining a record of the aggregate holdings of all DTC Global Securities and the International
Global Security, (ii) registering transfers between holders of the Global Securities, (iii)
registering and maintaining a record of the aggregate holdings of all definitive registered
Securities, (iv) registering transfers between holders of the definitive registered Securities and
(v) registering and maintaining a record of any further issues of Securities pursuant to Section 9
of this Agreement and any subsequent transfers thereof. In addition, the Fiscal Agent will (i)
maintain and promptly update the respective Schedules to the DTC Global Securities and the
International Global Security, and (ii) ensure that the sum of the respective aggregate principal
amounts shown by the latest entry in the respective Schedules to the DTC Global Securities and the
International Global Security does not exceed [currency; amount], plus the aggregate principal
amount of any additional Securities issued by Issuer in accordance with Section 9 of this
Agreement, at any one time. Upon presentation for the purpose at the said office of the Fiscal
Agent of any Security duly endorsed by, or accompanied by delivery of a written instrument of
transfer in form approved by the Fiscal Agent duly executed by, the registered holder of the
Security, or the registered holder’s attorney thereunto duly authorized in writing, such Security
shall be transferred upon such register and a new Security, bearing the guarantee of Japan in the
form herein provided for, shall be authenticated and delivered in the name of the transferee.
Transfers and exchanges of Securities shall be subject to such reasonable regulations as may be
prescribed by Issuer.
Upon presentation for transfer or exchange of any Security in definitive form at any office of
any transfer agent accompanied by a written instrument of transfer in a form approved by the Fiscal
Agent duly executed by the registered holder or such registered holder’s attorney duly authorized
in writing, such Security and written instrument shall be forwarded to the office of the Fiscal
Agent. In addition, any transfer agent shall provide to Fiscal Agent such information as the
Fiscal Agent may reasonably require in connection with the delivery by such transfer agent of
Securities in the definitive form in exchange for other Securities.
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(b) When book-entry interests in Securities are to be transferred from the account of a DTC
participant holding a beneficial interest in a DTC Global Security to the account of a Euroclear or
Clearstream, Luxembourg accountholder wishing to purchase a beneficial interest in an International
Global Security, on the settlement date, the custodian of the DTC Global Security, initially [NAME
OF DTC CUSTODIAN], will instruct the Fiscal Agent to:
| • | decrease the amount of Securities registered in the name of the nominee of DTC and evidenced by the DTC Global Securities; and | ||
| • | increase the amount of Securities registered in the name of the nominee of the common depositary for Euroclear and Clearstream, Luxembourg, and evidenced by the International Global Security. Book-entry interests will be delivered free of payment to Euroclear or Clearstream, Luxembourg as the case may be, for credit to the relevant accountholder on the first business day following the settlement date. |
(c) When book-entry interests in the Securities are to be transferred from the account of a
Euroclear or Clearstream, Luxembourg accountholder to the account of a DTC participant wishing to
purchase a beneficial interest in a DTC Global Security, on the settlement date, the common
depositary for Euroclear and Clearstream, Luxembourg, initially [NAME OF COMMON DEPOSITORY], will:
| • | transmit appropriate instructions to the custodian of the DTC Global Security, initially [NAME OF DTC CUSTODIAN], who will in turn deliver such book-entry interests free of payment to the relevant account of the DTC participants; and | ||
| • | instruct the Fiscal Agent to: | ||
| • | decrease the amount of Securities registered in the name of the nominee of the common depositary for Euroclear and Clearstream, Luxembourg, and evidenced by the International Global Security; and | ||
| • | increase the amount of Securities registered in the name of the nominee of DTC and evidenced by the DTC Global Securities. |
7. CONDITIONS OF FISCAL AGENT’S OBLIGATIONS. Each of the Fiscal Agent and any other
Agent appointed under Section 2 herein accepts its obligations herein set forth, upon the terms and
conditions hereof, including the following, to all of which the rights hereunder of the holders
from time to time of the Securities shall be subject:
(a) Compensation and Indemnification. Issuer agrees promptly to pay the Fiscal Agent the
compensation agreed upon with Issuer for all services rendered by the Fiscal Agent hereunder and to
reimburse the Fiscal Agent for its reasonable out-of-pocket expenses (including reasonable counsel
fees) incurred, after prior general consultation with Issuer, in connection with the services
rendered hereunder. Issuer also agrees to indemnify each of the Fiscal Agent and any other Agent
appointed under Section 2 hereof for, and to hold each of them harmless against, any loss,
liability or expense incurred without negligence, willful misconduct or bad faith, arising out of
or in connection with its acting as such Fiscal Agent or such other Agent hereunder, as well as the
reasonable costs and expenses of defending against any claim or liability in the premises.
(b) Agent for Issuer and Japan. In acting under this Agreement and in connection with the
Securities, each of the Fiscal Agent and any other Agent is acting solely as agent of Issuer and of
Japan, and does not assume any obligation or relationship of agency or trust, for or with any of
the owners or holders of the Securities, except that all funds held by the Fiscal Agent or any
other Agent for payment of principal of or interest on the Securities shall be held in trust, but
need not be segregated from other funds except as required by law, and shall be applied as set
forth herein and in the Securities; provided, however, that monies held in respect of any Security
remaining unclaimed at the end of two years after such principal or interest shall have become due
and payable (whether upon any interest payment date, at maturity, upon call for redemption or
otherwise) shall be repaid to Issuer or Japan, whichever deposited such monies, as provided and in
the manner set forth in the Securities, and, upon such repayment, the aforesaid trust shall
terminate.
B-8
(c) Counsel. Each of the Fiscal Agent and any other Agent may consult with counsel
satisfactory to it and to Issuer and to Japan, and the opinion of such counsel shall be full and
complete authorization and protection in respect of any action taken or thing suffered by it
hereunder in good faith and in accordance with the opinion of such counsel.
(d) Documents. Each of the Fiscal Agent and any other Agent shall be protected and shall
incur no liability for or in respect of any action taken or omitted or anything suffered by it in
reliance without negligence, willful misconduct or bad faith upon any Security, instruction,
notice, direction, consent, certificate, affidavit, statement, cablegram or other paper or document
reasonably believed by it to be genuine and to have been delivered or signed by the proper parties.
(e) Certain Transactions. Each of the Fiscal Agent and any other Agent, or any officer,
director or employee thereof, may become the owner of, or acquire any interest in, any Securities,
with the same rights as if it were not the Fiscal Agent or such other Agent or such officer,
director or employee, as the case may be, and may engage or be interested in any financial or other
transaction with Issuer or Japan, and may act for, or as depositary, trustee or agent for, any
holders of the Securities or other obligations of Issuer or Japan, or any committee or body of such
holders, as freely as if it were not the Fiscal Agent or such other Agent or such officer, director
or employee, as the case may be.
(f) Instructions. Instructions concerning the operation of the provisions of this Agreement
and the duties to be carried out by the Fiscal Agent or any other Agent hereunder may from time to
time be issued by Issuer and Japan, and the Fiscal Agent or such other Agent shall at all times
comply with all such instructions as are for the time being in force.
(g) Reports and Inspection. The Fiscal Agent shall furnish to Issuer and Japan such reports
as may be required by the instructions of Issuer and Japan. Each of Issuer and Japan may, whenever
it deems it necessary, inspect any Securities held by the Fiscal Agent, any books of registration
and transfer, and any other books and records maintained by the Fiscal Agent hereunder.
(h) Forwarding of Notices. If the Fiscal Agent shall receive any notice or demand addressed
to Issuer or Japan by the holder of a Security pursuant to the provisions of the Securities, the
Fiscal Agent shall promptly forward copies of such notice or demand to both Issuer and Japan.
(i) Statements. The recitals contained herein and in the Securities shall be taken as
statements of Issuer or Japan, as the case may be, and neither the Fiscal Agent nor any other Agent
assumes any responsibility for the correctness of the same, except that the Fiscal Agent and other
Agents shall be responsible for the correctness of its representations (if any) in the Certificate
of Authentication on each Security.
8. RESIGNATION OR TERMINATION AND APPOINTMENT OF SUCCESSOR. (a) Issuer and Japan
agree, for the benefit of the holders from time to time of the Securities, that there shall at all
times be a Fiscal Agent hereunder which shall be or which shall have a representative which is a
bank or trust company organized and doing business under the laws of the United States of America
or the State of New York, in good standing and having an established place of business in the
Borough of Manhattan, The City of New York, and authorized under such laws to exercise corporate
trust powers, until all the Securities authenticated and delivered hereunder (i) shall have been
delivered to the Fiscal Agent for cancellation or (ii) shall have become due and payable and monies
sufficient to pay the principal of and interest on the Securities shall have been made available
for payment and either paid or returned to Issuer or Japan as provided herein and in the Securities
(such date being herein referred to as the “Agency Maintenance Termination Date”).
(b) Subject to the provisions of this Section 8, Issuer and Japan may at any time and from
time to time vary or terminate the appointment of the Fiscal Agent or any other Agent or appoint
any additional Agents pursuant to Section 2 hereof for any or all of the purposes stated herein;
provided, however, that until the Agency Maintenance Termination Date, Issuer and Japan will at all
times maintain an office or agency in the Borough of Manhattan, The City of New York, where
Securities may be surrendered for payment and where Securities may be surrendered for registration
of transfer or exchange, as provided in the Securities, and where notices and demands to or upon
Issuer and Japan in respect of Securities and this Agreement may be served, and further provided,
if European Council
B-9
Directive 2003/00.XX or any other Directive implementing the conclusions of the ECOFIN Council
meeting of November 26-27, 2000 is brought into force, the issuer will ensure that it maintains a
paying agent in an EU Member State that will not be obliged to withhold or deduct tax pursuant to
such Directive. Issuer and Japan will give prompt written notice to the Fiscal Agent of the
appointment or termination of any such agent and of the location and any change in the location of
any such office or agency and shall give notice thereof to holders of Securities by prompt
publication at least once in a daily newspaper in the English language of general circulation in
The City of New York [and in a daily newspaper in the English language of general circulation in
[name of location outside the United States]], provided that for so long as the Securities are held
in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear,
and Clearstream Luxembourg, for communication by them to their respective participants in
substitution for publication in any such newspaper.
(c) Subject to the provisions of this subsection (c), (i) the Fiscal Agent or any other Agent
may at any time resign as such agent by giving written notice, mailed to Issuer and to Japan in
accordance with Section 15 hereof, of such intention on its part, specifying the date on which its
desired resignation shall become effective, provided that Issuer and Japan shall agree to such
resignation, and (ii) the Fiscal Agent or any other Agent hereunder may be removed at any time by
the filing with it of an instrument in writing signed on behalf of Issuer and Japan and specifying
such removal and the date when it shall become effective. Any resignation or removal of the Fiscal
Agent or any other Agent shall take effect upon the appointment by Issuer and Japan, by an
instrument in writing, of a successor Fiscal Agent (which shall meet the qualifications prescribed
in Section 8(a) hereof) or successor of any other Agent and the acceptance of such appointment by
such successor. Upon its resignation or removal, the Fiscal Agent or such Agent shall be entitled
to the payment by Issuer of its compensation for the services theretofore rendered hereunder and to
the reimbursement by Issuer of all reasonable out-of-pocket expenses theretofore incurred in
connection with the performance of its duties hereunder.
(d) In case at any time the Fiscal Agent or any other Agent shall resign, or shall be removed,
or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or shall file a
voluntary petition in bankruptcy or make an assignment for the benefit of its creditors or consent
to the appointment of a receiver of all or any substantial part of its property, or shall admit in
writing its inability to pay or meet its debts as they mature, or if an order of any court shall be
entered approving any petition filed by or against it under the provisions of Chapter 7 or 11 of
Title 11 of the United States Code or under the provisions of any similar legislation, or if a
receiver or custodian of it or of all or any substantial part of its property shall be appointed or
if any public officer shall have taken charge or control of the Fiscal Agent or any other Agent or
of its property or affairs, for the purpose of rehabilitation, conservation or liquidation, a
successor Fiscal Agent (qualified as aforesaid) or successor of any other Agent shall be appointed
by Issuer and Japan, by an instrument in writing, filed with the successor Fiscal Agent or
successor of such other Agent, as the case may be. Upon the appointment as aforesaid of a
successor Fiscal Agent or successor of any other Agent and acceptance by such successor Fiscal
Agent or successor of such other Agent, as the case may be, of such appointment, the Fiscal Agent
or such other Agent so superseded shall cease to be such Fiscal Agent or such other Agent
hereunder.
(e) Any successor Fiscal Agent or successor of any other Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to Issuer and Japan an instrument accepting
such appointment hereunder, and thereupon such successor Fiscal Agent or such successor of any
other Agent, without any further act, deed or conveyance, shall become vested with all the
authority, rights, powers, trusts, immunities, duties and obligations of such predecessor with like
effect as if originally named as Fiscal Agent or any other Agent, as the case may be, hereunder,
and such predecessor, upon payment to it of its charges and disbursements then unpaid, shall
thereupon become obligated to transfer, deliver and pay over, and such successor Fiscal Agent or
such successor of any other Agent shall be entitled to receive, all monies, securities or other
property on deposit with or held by such predecessor, as Fiscal Agent or any other Agent hereunder,
as the case may be. Issuer and Japan shall give notice of the appointment of a successor Fiscal
Agent or successor of any other Agent to holders of Securities by prompt publication at least once
in a daily newspaper in the English language of general circulation in The City of New York [and in
a daily newspaper in the English language of general circulation in [name of location outside the
United States]], provided that for so long as the Securities are held in book-entry form such
notices may be given by delivery of the relevant notice to DTC, Euroclear, and Clearstream
Luxembourg, for communication by them to their respective participants in substitution for
publication in any such newspaper.
B-10
(f) Any corporation or bank into which the Fiscal Agent or any other Agent may be merged or
converted, or any corporation or bank with which the Fiscal Agent or any other Agent may be
consolidated, or any corporation or bank resulting from any merger, conversion or consolidation to
which the Fiscal Agent or any other Agent shall be a party, or any corporation or bank to which the
Fiscal Agent or any other Agent shall sell or otherwise transfer all or substantially all of the
assets and business of the Fiscal Agent or such Agent, as the case may be, provided that it shall
be qualified as aforesaid, shall be the successor Fiscal Agent or successor of any other Agent, as
the case may be, under this Agreement without the execution or filing of any paper or any further
act on the part of any of the parties hereto.
9. FURTHER ISSUES. Issuer may from time to time, without notice to or the consent of the
registered holders of the Securities, create and issue further securities ranking pari passu with
the Securities in all respects (or in all respects except for the payment of interest accruing
prior to the issue date of such further securities or except for the first payment of interest
following the issue date of such further securities) and so that such further securities shall be
consolidated and form a single series with the Securities and shall have the same terms as to
status, redemption or otherwise as the Securities. Any further securities shall be issued with the
benefit of an agreement supplemental to this Agreement.
10. PAYMENT OF STAMP TAXES AND OTHER DUTIES. Issuer will pay all stamp taxes and other
duties, if any, to which this Agreement or the original issuance of the Securities shall be
subject.
11. INFORMATION AVAILABLE TO HOLDERS OF SECURITIES. The Fiscal Agent shall make available to
the holder of any Security upon request such information as may be contained in its records
relating to the performance by Issuer and Japan of their obligations under the Securities and the
guarantee thereof and hereunder.
12. AMENDMENT. This Agreement may be modified or amended by Issuer, Japan, the Fiscal Agent
and any transfer agent, without the consent of the holder of any Security, for the purpose of
adding to the covenants of Issuer or Japan for the benefit of such holders, surrendering any right
or power conferred upon Issuer or Japan, securing the Securities pursuant to the requirements of
the Securities or otherwise, curing any ambiguity, or curing, correcting or supplementing any
defective provision contained herein, or in any manner which Issuer, Japan, the Fiscal Agent and
any transfer agent may mutually deem necessary or desirable, which shall not be inconsistent with
any Security and which shall not adversely affect in any material respect the interest of the
holders of the Securities.
13. GOVERNING LAW. This Agreement shall be governed by, and interpreted in accordance with,
the laws of the State of New York except with respect to its authorization and execution by Issuer
and Japan and any other matters required to be governed by the laws of Japan, which shall be
governed by the laws of Japan.
14. APPOINTMENT OF AGENT FOR SERVICE. Issuer hereby appoints the Fiscal Agent as its
authorized agent (the “Authorized Agent”) upon which process may be served in any action arising
out of or based on this Agreement or the Securities which may be instituted in any State or Federal
court in The City of New York by the Fiscal Agent or the holder of any Security and Issuer
expressly accepts the jurisdiction of any such court in respect of any such action. Such
appointment shall be irrevocable until the Agency Maintenance Termination Date unless and until a
successor Fiscal Agent has been appointed as Issuer’s Authorized Agent for such purpose and such
successor Fiscal Agent shall have accepted such appointment. Issuer will take any and all action,
including the filing of any and all documents and instruments, that may be necessary to continue
such appointment in full force and effect as aforesaid. Service of process upon the Authorized
Agent at the address indicated in Section 15 hereof, or at such other address in the Borough of
Manhattan, The City of New York, as may be the main office of the Fiscal Agent at the time of such
service, and written notice of such service to Issuer (mailed or delivered to Issuer at its address
as provided in Section 15 hereof) shall be deemed in every respect effective service of process
upon Issuer. Notwithstanding the foregoing, any action arising out of or based on the Securities
may also be instituted by the holder of a Security in any competent court in Japan. Issuer hereby
waives irrevocably any immunity to which it might otherwise be entitled in any action arising out
of or based on this Agreement or the Securities which may be instituted as provided in this Section
in any State or Federal court in The City of New York or in any competent court in Japan. This
waiver is intended to be effective upon execution of this Agreement without any further act by
Issuer before any such court, and introduction of this Agreement into evidence shall be final and
conclusive evidence of such waiver.
B-11
15. NOTICES. Any notices pursuant to, or communications with respect to, this Agreement shall
be deemed to have been given when delivered in person, when deposited in the mail as first class
registered or certified air mail, postage prepaid, or when sent by telecopy or telex or
communicated by telephone (subject, in the case of communication by telephone, to confirmation
dispatched within twenty-four hours by telecopy or telex), in the case of Issuer, to Japan Finance
Organization for Municipalities, [ISSUER’S ADDRESS], telecopy no.:
, in the case of Japan, to 1-1, Xxxxxxxxxxxx 0-xxxxx, Xxxxxxx-xx, Xxxxx 000-0000,
Xxxxx, telecopy no.: 00-0000-0000, Attention: Ministry of Finance, Financial Bureau, and, in the
case [NAME OF FISCAL AGENT], as Fiscal Agent, to [FISCAL AGENT’S ADDRESS], telecopy no.:
, Attention: ; or such other address as shall be specified in writing by the
party in question to the other parties hereto.
16. SUCCESSORS AND ASSIGNS. This Agreement and the Securities and the guarantee and all
covenants and agreements by Issuer and Japan herein and in the Securities and in the guarantee
shall be binding upon any successors or assigns to Issuer and upon Japan, regardless of any such
succession or assignment.
17. COUNTERPARTS. This Agreement may be executed in separate counterparts, and by each party
separately on a separate counterpart, each such counterpart, when so executed and delivered, to be
an original. Such counterparts shall together constitute but one and the same instrument.
B-12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.
| JAPAN FINANCE ORGANIZATION FOR MUNICIPALITIES |
||||
| By | ||||
| Name: | ||||
| Title: | ||||
| JAPAN |
||||
| By | ||||
| Name: | ||||
| Title: | ||||
| [NAME OF FISCAL AGENT] |
||||
| By | ||||
| Name: | ||||
| Title: Authorized Officer | ||||
B-13
EXHIBIT A-1
(FORM OF DTC GLOBAL SECURITY)
Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation (“DTC”), to the issuer or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any payment is made to Cede
& Co. or to such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since
the registered holder hereof, Cede & Co. or such other entity, has an interest herein.
UNLESS AND UNTIL THIS GLOBAL SECURITY IS EXCHANGED FOR THE INDIVIDUAL SECURITIES REPRESENTED
HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF
THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY.
INTEREST PAYMENTS ON THIS SECURITY WILL BE SUBJECT TO JAPANESE WITHHOLDING TAX UNLESS THE HOLDER
ESTABLISHES THAT THIS SECURITY IS HELD BY OR FOR THE ACCOUNT OF A HOLDER THAT IS NOT AN INDIVIDUAL
RESIDENT OF JAPAN OR A JAPANESE CORPORATION FOR JAPANESE TAX PURPOSES OR IS A DESIGNATED JAPANESE
FINANCIAL INSTITUTION DESCRIBED IN ARTICLE 6 OF THE ACT ON SPECIAL MEASURES CONCERNING TAXATION OF
JAPAN.
INTEREST PAYMENTS ON THIS SECURITY TO AN INDIVIDUAL RESIDENT OF JAPAN OR A JAPANESE CORPORATION NOT
DESCRIBED IN THE PRECEDING PARAGRAPH WILL BE SUBJECT TO DEDUCTION IN RESPECT OF JAPANESE INCOME TAX
AT A RATE OF 15 PER CENTUM OF THE AMOUNT SPECIFIED IN SUBPARAGRAPHS (A) OR (B) BELOW, AS
APPLICABLE:
(A) IF INTEREST IS PAID TO AN INDIVIDUAL RESIDENT OF JAPAN OR TO A JAPANESE CORPORATION (EXCEPT AS
PROVIDED IN SUBPARAGRAPH (B) BELOW), THE AMOUNT OF SUCH INTEREST; OR
(B) IF INTEREST IS PAID TO A PUBLIC CORPORATION, A FINANCIAL INSTITUTION OR A FINANCIAL INSTRUMENTS
BUSINESS OPERATOR THROUGH A JAPANESE PAYMENT HANDLING AGENT, AS PROVIDED IN ARTICLE 0-0, XXXXXXXXX
0 XX XXX XXX XX SPECIAL MEASURES CONCERNING TAXATION OF JAPAN, THE AMOUNT OF SUCH INTEREST MINUS
THE AMOUNT PROVIDED IN THE CABINET ORDER RELATING TO SAID PARAGRAPH 6.
No. R
A.1-1
[Title of Security]
1. JAPAN FINANCE ORGANIZATION FOR MUNICIPALITIES (herein called “Issuer”), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum of
[currency] on , , and to pay to the Registered Holder (as defined in paragraph 3) of
this DTC Global Security interest on said principal sum from , or from the most
recent interest payment date to which interest has been paid or duly provided for, [semi-annually]
[annually] in arrears on [and ], in each year, commencing ,
, at the
rate of per centum (___%) per annum, until payment of said principal sum has been made or
duly provided for. The interest so payable on any , together with any Additional Amounts
(as defined in paragraph 2) payable as set out herein, will be paid to the person in whose name
this DTC Global Security is registered at the close of business on the first day, in each case, of
the month in which such interest payment occurs, whether or not such day is a business day.
Whenever it is necessary to compute any amount of accrued interest with respect to the Securities
(as defined in paragraph 3) for a period of less than one full year, other than with respect to
regular annual interest payments, interest will be computed on the basis of the actual number of
days in the period and a year of 365 days or, if falling in a leap year, 366 days.
Payments on this DTC Global Security will be made in accordance with any laws, regulations or
administrative practices applicable to Issuer and any paying agent(s) in respect thereof, including
the requirements applicable under Japanese tax law. Except as described in paragraph 6 herein,
payment of the principal of and interest on this DTC Global Security shall be made in immediately
available funds in the lawful money of [name of country] as at the time of payment is legal tender
for the payment of public and private debts. Payments of principal of this DTC Global Security
shall be made upon surrender of this DTC Global Security at the office of the Fiscal Agent (as
defined in paragraph 3) in [name of city], or, subject to applicable laws and regulations, at such
other place or places as are designated by Issuer, which, for the purposes of this DTC Global
Security, shall include the main office of [NAME OF FISCAL AGENT] in the Borough of Manhattan, The
City of New York, by [currency] check, or by wire transfer to [currency] account maintained by the
payee, and payments of interest on this DTC Global Security shall be made, in accordance with the
foregoing and subject to applicable laws and regulations, by check mailed on or before the due date
for such payment to the Registered Holder hereof at the address of the Registered Holder listed in
the Security Register (as defined in paragraph 9) or, upon written notice to the Fiscal Agent by
such Registered Holder no later than the record date for such payment, by wire transfer to an
account of the Registered Holder.
In the Fiscal Agency Agreement (as defined in paragraph 3), Issuer and Japan have agreed that
until the date on which the Securities (as defined in paragraph 3) shall have been delivered to the
Fiscal Agent for cancellation, or become due and payable and monies sufficient to pay the principal
of and interest on all of the Securities shall have been made available for payment and either paid
or returned to Issuer or Japan as provided herein (the “Agency Maintenance Termination Date”),
Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The
City of New York, where Securities may be presented or surrendered for payment.
2. (a) All payments of principal and interest by Issuer in respect of this DTC Global Security
will be made without withholding or deduction for, or on account of, any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of
Japan, or any authority therein or thereof having power to tax (“Taxes”), unless the withholding or
deduction of such Taxes is required by law. In that event, Issuer will pay such additional amounts
(“Additional Amounts”) as may be necessary in order that the net amounts received by any beneficial
owner of this DTC Global Security after such withholding or deduction shall equal the respective
amounts of principal and interest which would have been receivable in respect of this DTC Global
Security in the absence of such withholding or deduction, except that no such Additional Amounts
shall be payable with respect to this DTC Global Security;
(i) to, or to a third party on behalf of, any beneficial owner of this DTC Global
Security that is a non-resident of Japan or a non-Japanese corporation and is liable for
such Taxes in respect of this DTC Global Security by reason of such beneficial owner’s
having some connection with Japan other than the mere holding of, or the enforcement of its
rights under, this DTC Global Security; or
A.1-2
(ii) to, or to a third party on behalf of, any beneficial owner of this DTC Global
Security that would otherwise be exempt from any such withholding or deduction but that
fails to comply with any applicable requirement to provide the Exemption Information (as
defined in paragraph 2(b)) to the Fiscal Agent (as defined in paragraph 3), or whose
Exemption Information is not duly communicated through the Participant (as defined in
paragraph 2(b)) and the relevant international clearing organization to the Fiscal Agent; or
(iii) to, or to a third party on behalf of, any beneficial owner of this DTC Global
Security that is for Japanese tax purposes treated as a resident of Japan or a Japanese
corporation (except for (A) a Designated Financial Institution (as defined in paragraph
2(b)) that complies with the requirement to provide the Exemption Information or to submit a
Claim for Exemption and (B) a resident of Japan or a Japanese corporation that duly notifies
the Fiscal Agent of its status as exempt from Taxes to be withheld or deducted by Issuer by
reason of such resident or Japanese corporation receiving interest on this DTC Global
Security through a payment handling agent in Japan appointed by it);
(iv) more than 30 days after the Relevant Date (as defined in this paragraph 2(a)),
except to the extent that any beneficial owner of this DTC Global Security would have been
entitled to such Additional Amounts for payment at the expiration of such 30-day period;
(v) where such withholding or deduction is imposed on a payment to an individual and is
required to be made pursuant to European Council Directive 2003/48/EC or any other Directive
implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the
taxation of savings income or any law implementing or complying with, or introduced in order
to conform to, such Directive; or
(vi) to, or to a third party on behalf of, a beneficial owner of this DTC Global
Security who would have been able to avoid such withholding or deduction by presenting this
DTC Global Security to another paying agent in a Member State of the European Union.
As used herein, the “Relevant Date” means the date on which such payment first becomes due,
except that, if the amount of the moneys payable has not been received by the Fiscal Agent on or
prior to such due date, it means the date on which, the full amount of such moneys having been so
received, notice to that effect shall have been duly published as set forth in paragraph 7.
(b) For the purpose of sub-paragraphs (ii) and (iii) above:
(i) where this DTC Global Security is held through a certain participant of an
international clearing organization or a certain financial intermediary (each, a
“Participant”), in order to receive payments free of withholding or deduction by Issuer for,
or on account of Taxes, if the relevant beneficial owner of this DTC Global Security is (A)
a non-resident of Japan or a non-Japanese corporation or (B) a Japanese financial
institution falling under certain categories prescribed by the Act on Special Measures
Concerning Taxation (Law No. 26 of 1957, as amended), and the cabinet order (Cabinet Order
No. 43 of March 31, 1957, as amended) thereunder (together with ministerial ordinances and
other regulations thereunder, the “Law”) (a “Designated Financial Institution”), all in
accordance with the Law, such beneficial owner shall, at the time of entrusting a
Participant with the custody of this DTC Global Security, provide certain information
prescribed by the Law to enable the Participant to establish that such beneficial owner is
exempted from the requirement for Taxes to be withheld or deducted (the “Exemption
Information”) and advise the Participant if such beneficial owner ceases to be so exempted;
and
(ii) where this DTC Global Security is not held by a Participant, in order to receive
payments free of withholding or deduction by Issuer for, or on account of, Taxes, if the
relevant beneficial owner of this DTC Global Security is (A) a non-resident of Japan or a
non-Japanese corporation or (B) a Designated Financial Institution, all in accordance with
the Law, such beneficial owner shall on or prior to each time on which it receives interest,
submit to the Fiscal Agent a claim for exemption from withholding tax (Hikazei Tekiyo
Shinkokusho) (a “Claim for Exemption”) in the form obtainable from the Fiscal Agent stating,
among other things, the name and address of such beneficial owner, the title of this DTC
Global Security, the
A.1-3
relevant interest payment date, the amount of interest and the fact that such
beneficial owner is qualified to submit the Claim for Exemption, together with the
documentary evidence showing that such beneficial owner is a non-resident of Japan or a
non-Japanese corporation or a Designated Financial Institution.
Any reference in this DTC Global Security or the guarantee of Japan in the form provided in
the Fiscal Agency Agreement to principal or interest shall be deemed also to refer to any
Additional Amount which may be payable under this paragraph 2.
3. This DTC Global Security is one of a duly authorized issue of securities of Issuer (herein
called the “Securities”), issued in accordance with the Fiscal Agency Agreement (the “Fiscal Agency
Agreement”), dated as of , , entered into by and among Issuer, Japan and [NAME OF
FISCAL AGENT] as Fiscal Agent, with respect to the Securities, copies of which Fiscal Agency
Agreement are on file and available for inspection at the office of the Fiscal Agent at [address].
This Security is one of the series designated on the face hereof, limited in aggregate principal
amount to [currency; amount] outstanding at any one time (which amount may be increased as provided
in the Fiscal Agency Agreement). The Securities are issuable only as fully registered Securities
without coupons in denominations of [currency; amount] and any integral multiple thereof. In
acting under the Fiscal Agency Agreement, the Fiscal Agent is acting solely as agent for Issuer and
Japan and does not assume any obligation or relationship of agency or trust for or with the
Registered Holder of this DTC Global Security except as specifically described below. As used
herein, the term “Registered Holder” of a Security means the person in whose name such Security is
registered in the Security Register (as defined in paragraph 9).
Notwithstanding any other provision of the Fiscal Agency Agreement or this DTC Global
Security, this DTC Global Security may be transferred to, or exchanged for Securities in definitive
registered form registered in the name of, a person other than DTC, a nominee of DTC or a successor
of DTC or its nominee if (i) DTC (a) notifies Issuer that it is unwilling or unable to continue as
depositary for such DTC Global Security or (b) ceases to be a clearing agency registered under the
United States Securities Exchange Act of 1934 at a time when it is required to be, and in either
such case (a) or (b) a successor depositary is not appointed by Issuer within 90 days after
receiving such notice or becoming aware that DTC is no longer so registered or (ii) Issuer in its
sole discretion, instructs the Fiscal Agent in writing that a Global Security shall be so
transferable and exchangeable. Securities in definitive registered form issued in exchange for
this DTC Global Security will be registered in such names as an authorized representative of DTC,
pursuant to instructions that direct or indirect Participants in DTC shall request, and issued in
denominations of [currency; amount] and integral multiples thereof.
4. This DTC Global Security is subject to retirement or redemption as hereinafter provided.
Redemption of this DTC Global Security pursuant to this paragraph 4 shall be made upon the notice,
in the manner and with the effect hereinafter set forth.
5. In order to provide for the payment of principal of and interest on the Securities as the
same shall become due, Issuer does hereby agree to pay to the Fiscal Agent at its office in
[location], in [currency], the amounts set forth below in this paragraph, to be held in trust and
applied by the Fiscal Agent as hereinafter set forth:
(a) Issuer shall pay to the Fiscal Agent [semi-annually] [annually] on a date not later
than each [semi-annual] [annual] interest payment date (or such other date when interest is
payable, as provided in paragraph 8(b)) an amount sufficient to pay the interest becoming due on
all Securities on such interest payment date, and the Fiscal Agent shall apply the amounts so
paid to it to the payment of such interest on such interest payment date.
(b) On a date not later than the redemption or maturity date (or such other date when
principal is payable as provided in paragraph 8(b)) of this DTC Global Security, Issuer shall
pay to the Fiscal Agent an amount which, together with any monies then held by the Fiscal Agent
and available for the purpose, shall be equal to the entire amount of principal and interest to
be due on such redemption or maturity date on the Securities called for redemption or then
outstanding.
(c) As early as practicable on each relevant payment date, the Fiscal Agent shall pay from
the funds paid to it by Issuer, or procure the payment of, the [currency] amount due in respect
of Securities represented by this DTC Global Security by check or by wire transfer of same day
funds for value on the due date for payment to
A.1-4
the Registered Holder thereof for payment pro rata to the owners of beneficial ownership
interests in the Securities represented by this DTC Global Security in accordance with DTC’s
settlement procedures.
(d) Any monies paid to the Fiscal Agent for the payment of principal of or interest on any
Securities and remaining unclaimed at the end of two years after such principal or interest
shall have become due and payable (whether at maturity, upon any interest payment date, upon
call for redemption or otherwise) shall be repaid to Issuer or Japan, whichever deposited such
monies, and upon such repayment the aforesaid trust shall terminate with respect to such monies
and all liability of the Fiscal Agent with respect to such monies shall thereupon cease,
without, however, limiting in any way the unconditional obligation of Issuer (subject, however,
to any applicable statute of limitations or prescription) to pay principal of and interest on
this DTC Global Security.
6. The Securities (including this DTC Global Security) may be redeemed for cash at the option
of Issuer in whole, but not in part, on not more than sixty (60) days’ and not less than thirty
(30) days’ irrevocable notice to the Registered Holders of the Securities, at a redemption price
for each Security equal to the principal amount thereof, together with accrued interest to the date
fixed by Issuer for redemption and any Additional Amounts, if Issuer determines and certifies to
the Fiscal Agent immediately prior to the giving of the notice that, as a result of any change in,
or amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder) of
Japan (or any political subdivision or taxing authority of Japan) affecting any Taxes, or any
change in official position regarding the application or interpretation of these laws, treaties,
regulations or rulings (including a holding, judgment or order by a court of competent
jurisdiction), which change, amendment, application or interpretation becomes effective on or after
, ___, Issuer is, or on the next interest payment date would be, required to pay any
Additional Amounts for the Securities that cannot be avoided by measures reasonably available to
Issuer; provided that no notice of redemption shall be given earlier than ninety (90) days prior to
the earliest date on which Issuer would be obligated to make the withholding if a payment in
respect of the Securities were then due. Prior to the publication and mailing of any notice of
redemption of the Securities pursuant to the foregoing, Issuer will deliver to the Fiscal Agent an
opinion of independent counsel of recognized standing or an opinion of a tax consultant of
recognized standing to the effect that the circumstances referred to above exist. The Fiscal Agent
shall accept such opinion of counsel or tax opinion, as the case may be, as sufficient evidence of
the satisfaction of the conditions precedent described above, in which event it shall be conclusive
and binding on the Registered Holders of the Securities.
Notice of intention to redeem the Securities, specifying the redemption date and the place or
places where the redemption price will be paid, shall be given by publication at least once in a
daily newspaper in the English language, of general circulation in The City of New York and in a
daily newspaper in the English language of general circulation in London, England, at least once
prior to the redemption date, such publication to be not less than thirty (30) days nor more than
sixty (60) days prior to the redemption date, provided that for so long as the Securities are held
in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear
and Clearstream, Luxembourg, for communication by them to their respective Participants in
substitution for publication in any such newspaper. In case, by reason of the temporary or
permanent suspension of the publication or general circulation of any newspaper or by reason of any
other cause, it shall be impossible or impracticable to publish such notice in the manner herein
provided, then such method of publication in lieu thereof as shall be approved by the Fiscal Agent
shall constitute a sufficient publication of such notice. Such notice shall also be sent by the
Fiscal Agent by mail, postage prepaid, not less than thirty (30) days nor more than sixty (60) days
prior to the redemption date to the Registered Holders of all the Securities, at the addresses of
such Registered Holders as they shall appear in the Security Register (as defined in paragraph 9);
but no failure to mail such notice to such Registered Holders nor any defect therein nor failure to
receive the same shall affect the validity and effectiveness of the call and redemption of any
Securities so to be redeemed. Notice having been so given, the Securities so called for redemption
shall become due and payable on the redemption date so designated at the redemption price, and upon
surrender thereof the Securities will be paid at the redemption price together with all accrued
interest (unless the redemption date is a date for the payment of interest) in [currency] (except
as described in paragraph 6 herein), at the place or places specified in such notice. From and
after the redemption date, if monies for the redemption of all the Securities to be redeemed, shall
have been available at the office of the Fiscal Agent for redemption on the redemption date, the
Securities so called for redemption shall cease to bear interest and the only right of the
Registered Holders of the Securities shall be to receive payment of the redemption price in
accordance with the terms of such Securities.
A.1-5
7. This DTC Global Security will become void unless presented for payment within a period of
ten years from the Relevant Date (as defined in paragraph 2).
8. (a) In the event of a default by Issuer (i) in the payment when due of principal of or
interest on any of the Securities and the continuance of such default for a period of thirty (30)
days, or (ii) in the performance of any other covenant contained in the Securities and the
continuance of such default for a period of ninety (90) days after written notice thereof to Issuer
from the Registered Holder of this DTC Global Security shall have been received by the Fiscal
Agent, then in any such case the principal amount of this DTC Global Security shall, at the option
of and upon written demand to the Fiscal Agent at said office by the Registered Holder hereof,
mature and become due and payable upon the date that such written demand is received by the Fiscal
Agent, unless prior to such date Issuer shall have cured all such defaults in respect of all the
Securities. Any amount of interest or principal so in default in respect of this DTC Global
Security shall bear interest (if, and to the extent permitted by law) at the rate specified in the
title of this DTC Global Security until such default shall have been cured.
(b) If a date for payment of principal or interest on this DTC Global Security falls on a day
that is not a Business Day, then the related payment of principal, premium, if any, or interest may
be made on the next succeeding business day as if made on the date the payment was due and no
interest will accrue in respect of such delay. In this paragraph, “Business Day” means any day on
which commercial banks and foreign exchange markets settle payments and are open for general
business (including dealings in foreign exchange and foreign currency deposits) in: (a) the
relevant place of payment and (b) The City of New York, London and Tokyo.
9. The transfer of this DTC Global Security is registrable on the Security Register (as herein
defined) upon surrender of this DTC Global Security for registration at the office of the Fiscal
Agent duly endorsed by, or accompanied by a written instrument of transfer in a form approved by
the Fiscal Agent duly executed by, the Registered Holder hereof or such Registered Holder’s
attorney duly authorized in writing. Issuer, Japan and the Fiscal Agent may deem and treat the
Registered Holder hereof as the absolute owner hereof (notwithstanding any notice of ownership or
writing hereon made by anyone) for the purpose of receiving payment hereon and for all other
purposes, whether or not this DTC Global Security shall be overdue. Upon surrender of this DTC
Global Security by an authorized representative of DTC, for registration of transfer, Issuer shall
execute, and the Fiscal Agent shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities, of any authorized denominations and of a
like aggregate principal amount, and registered in such name or names as may be requested by an
authorized representative of DTC, dated the date of authentication thereof and bearing the
guarantee of Japan in the form provided in the Fiscal Agency Agreement. Issuer covenants that,
until the Agency Maintenance Termination Date, it will at all times maintain in the Borough of
Manhattan, The City of New York, an office or agency for the transfer and registration of
transfers, as aforesaid, of Securities and where notices and demands to or upon Issuer or Japan in
respect of the Securities and the Fiscal Agency Agreement may be served. Issuer has appointed the
Fiscal Agent as its agent for such purpose. Issuer has also agreed to cause to be kept at the
office of the Fiscal Agent in London a register (the register maintained in such office being
herein sometimes referred to as the “Security Register”) in which, subject to such reasonable
regulations as it may prescribe, Issuer shall provide for such registration of transfers.
In the manner and subject to the limitations provided in the Fiscal Agency Agreement,
Securities may be exchanged for a like aggregate principal amount of Securities of authorized
denominations bearing the guarantee of Japan in the form provided in the Fiscal Agency Agreement.
Issuer covenants that until the Agency Maintenance Termination Date, it will at all times maintain
an office or agency in the Borough of Manhattan, The City of New York, where Securities may be
surrendered in exchange for Securities in other authorized denominations in accordance with the
terms hereof and of the Fiscal Agency Agreement. Issuer has appointed the Fiscal Agent as its
agent for such purpose.
Neither the Fiscal Agent nor any transfer agent will be required to (i) exchange or register
the transfer of any Security selected for redemption; or (ii) exchange or register the transfer of
any Security for the period from the record date preceding the due date for any payment to the
payment date with respect to such Security.
All Securities issued upon any registration of transfer or exchange of Securities shall be the
valid obligations of Issuer guaranteed by Japan evidencing the same debt, and entitled to the same
benefits, as the Securities surrendered
A.1-6
upon such registration of transfer or exchange. Any new DTC Global Security delivered
pursuant to this paragraph 9 shall be so dated that neither gain nor loss of interest shall result
from such registration or exchange.
No service charge shall be made for any such transfer, exchange or registration of transfer or
exchange of Securities, but Issuer, Japan or the Fiscal Agent (and any other agent appointed by
Issuer pursuant to Section 2 of the Fiscal Agency Agreement) may require payment of a sum
sufficient to cover any transfer, stamp or other tax or other governmental charge required to be
paid in connection therewith.
10. In case this DTC Global Security shall at any time become mutilated or destroyed or stolen
or lost then, provided that this DTC Global Security, or evidence of the destruction, theft or loss
thereof (together with the indemnity hereinafter referred to and such other documents or proof as
may be required in the premises) shall be delivered to the Fiscal Agent, a replacement DTC Global
Security of like tenor and principal amount and bearing the guarantee of Japan in the form provided
in the Fiscal Agency Agreement will be issued by Issuer and, at its request, authenticated and
delivered by the Fiscal Agent, in exchange for the DTC Global Security so mutilated, or in lieu of
the DTC Global Security destroyed or stolen or lost; and provided further that, in the case of
destroyed, stolen or lost Securities, Issuer, Japan and the Fiscal Agent shall have received
evidence satisfactory to them that such Securities were destroyed, stolen or lost, and shall also
have received an indemnity satisfactory to each of them. All expenses and reasonable charges
associated with procuring such indemnity and with the preparation, authentication and delivery of a
replacement DTC Global Security shall be borne by the Registered Holder of the DTC Global Security
mutilated, destroyed, stolen or lost. Upon the issuance of any replacement DTC Global Security
under this paragraph 10, Issuer, Japan or the Fiscal Agent may require the payment of a sum
sufficient to cover any transfer, stamp or other tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and expenses of the Fiscal
Agent) connected therewith. In case such mutilated, destroyed, stolen or lost DTC Global Security
has become or is about to become due and payable, Issuer in its discretion may, instead of issuing
a new DTC Global Security, pay or cause to be paid such DTC Global Security.
Every replacement DTC Global Security issued pursuant to this paragraph 10 in exchange for or
in lieu of any mutilated, destroyed, stolen or lost DTC Global Security shall constitute an
original additional contractual obligation of Issuer guaranteed by Japan, whether or not the
mutilated, destroyed, stolen or lost DTC Global Security shall be at any time enforceable by
anyone. Any replacement DTC Global Security delivered pursuant to this paragraph 10 shall be so
dated that neither gain nor loss of interest shall result from such replacement.
The provisions of this paragraph 10 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,
stolen or lost Securities.
11. Subject to paragraph 13, Issuer hereby certifies and declares that all acts, conditions
and things required to be done and performed and to have happened precedent to the creation and
issuance of this DTC Global Security and its guarantee by Japan, and to constitute the same the
valid obligations of Issuer and of Japan, respectively, in accordance with their terms, have been
done and performed and have happened in due and strict compliance with the applicable laws of
Japan.
12. The Fiscal Agency Agreement may be modified or amended by Issuer, Japan, the Fiscal Agent
and the Transfer Agent, and the terms and conditions of the Securities may be modified or amended
by Issuer and Japan, without the consent of the Registered Holder of any DTC Global Security for
the purpose of adding to the covenants of Issuer or Japan for the benefit of the Registered
Holders, surrendering any right or power conferred upon Issuer or Japan, securing the Securities
pursuant to the requirements of the Securities or otherwise, curing any ambiguity, or curing,
correcting or supplementing any defective provision therein, or in any manner which Issuer, Japan,
the Fiscal Agent and the Transfer Agent may mutually deem necessary or desirable, which, in the
case of the Fiscal Agency Agreement, shall not be inconsistent with the Securities, and which shall
not adversely affect the interests of the Registered Holders of the Securities in any material
respect, to all of which each Registered Holder of any DTC Global Security shall, by acceptance
thereof, consent.
13. This DTC Global Security shall not become valid or obligatory for any purpose unless and
until this DTC Global Security has been authenticated by [NAME OF FISCAL AGENT], or its successor,
as Fiscal Agent.
A.1-7
14. This DTC Global Security shall be governed by, and interpreted in accordance with, the
laws of the State of New York except with respect to its authorization and execution by Issuer and
any other matters required to be governed by the laws of Japan.
15. As more fully set forth in the Fiscal Agency Agreement, Issuer has appointed [NAME OF
AGENT] as its authorized agent upon which process may be served in any action arising out of or
based on the Securities or the Fiscal Agency Agreement which may be instituted in any State or
Federal court in The City of New York by the Registered Holder of this DTC Global Security, and
Issuer hereby expressly accepts the jurisdiction of any such court in respect of such action. Such
appointment shall be irrevocable until the Agency Maintenance Termination Date, unless and until a
successor Fiscal Agent shall have been appointed by Issuer as its authorized agent for such purpose
and such successor Fiscal Agent shall have accepted such appointment. Notwithstanding the
foregoing, any action arising out of or based on the Securities may be instituted by the Registered
Holder of this DTC Global Security in any competent court in Japan. Issuer hereby waives
irrevocably any immunity to which it might otherwise be entitled in any action based on the
Securities which may be instituted by the Registered Holder of any DTC Global Security in any State
or Federal court in The City of New York or in any competent court in Japan. This waiver is
intended to be effective upon execution of this DTC Global Security without any further act by
Issuer before any such court, and introduction of this DTC Global Security into evidence shall be
final and conclusive evidence of such waiver.
A.1-8
IN WITNESS WHEREOF, Issuer has caused this DTC Global Security to be executed with the
signature of the President and Chief Executive Officer or a duly authorized agent of Issuer in
Tokyo, Japan or the facsimile signature of the President and Chief Executive Officer or a duly
authorized agent of Issuer in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America.
Dated: ,
| JAPAN FINANCE ORGANIZATION FOR MUNICIPALITIES |
||||
| By | ||||
| Name: | ||||
| President and Chief Executive Officer or Duly Authorized Agent of Issuer |
||||
A.1-9
Form of Certificate of Authentication
This is one of the Securities within referred to. The undersigned hereby represents that it
has not authenticated Securities in excess of an aggregate principal amount of [currency; amount]
(other than Securities issued in exchange for and upon the cancellation of a like aggregate
principal amount of other Securities, and Securities issued in lieu of destroyed, stolen or lost
Securities).
| [FISCAL AGENT], as Fiscal Agent |
||||
| By | ||||
| Authorized Signatory | ||||
SCHEDULE TO THE DTC GLOBAL SECURITY
[TITLE OF SECURITY]
| Additional Principal | Aggregate Principal | |||||
| Initial Principal Amount | Amount | Amount | Authorization | |||
EXHIBIT A-2
(FORM OF INTERNATIONAL GLOBAL SECURITY)
UNLESS AND UNTIL THIS GLOBAL SECURITY IS EXCHANGED FOR THE INDIVIDUAL SECURITIES REPRESENTED
HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF
THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY.
INTEREST PAYMENTS ON THIS SECURITY WILL BE SUBJECT TO JAPANESE WITHHOLDING TAX UNLESS THE
HOLDER ESTABLISHES THAT THIS SECURITY IS HELD BY OR FOR THE ACCOUNT OF A HOLDER THAT IS NOT AN
INDIVIDUAL RESIDENT OF JAPAN OR A JAPANESE CORPORATION FOR JAPANESE TAX PURPOSES OR IS A DESIGNATED
JAPANESE FINANCIAL INSTITUTION DESCRIBED IN ARTICLE 6 OF THE ACT ON SPECIAL MEASURES CONCERNING
TAXATION OF JAPAN.
INTEREST PAYMENTS ON THIS SECURITY TO AN INDIVIDUAL RESIDENT OF JAPAN OR A JAPANESE
CORPORATION NOT DESCRIBED IN THE PRECEDING PARAGRAPH WILL BE SUBJECT TO DEDUCTION IN RESPECT OF
JAPANESE INCOME TAX AT A RATE OF 15 PER CENTUM OF THE AMOUNT SPECIFIED IN SUBPARAGRAPHS (A) OR (B)
BELOW, AS APPLICABLE:
(A) IF INTEREST IS PAID TO AN INDIVIDUAL RESIDENT OF JAPAN OR TO A JAPANESE CORPORATION
(EXCEPT AS PROVIDED IN SUBPARAGRAPH (B) BELOW), THE AMOUNT OF SUCH INTEREST; OR
(B) IF INTEREST IS PAID TO A PUBLIC CORPORATION, A FINANCIAL INSTITUTION OR A FINANCIAL
INSTRUMENTS BUSINESS OPERATOR THROUGH A JAPANESE PAYMENT HANDLING AGENT, AS PROVIDED IN ARTICLE
0-0, XXXXXXXXX 0 XX XXX XXX XX SPECIAL MEASURES CONCERNING TAXATION OF JAPAN, THE AMOUNT OF SUCH
INTEREST MINUS THE AMOUNT PROVIDED IN THE CABINET ORDER RELATING TO SAID PARAGRAPH 6.
No. R
A.2-1
[TITLE OF SECURITY]
1. JAPAN FINANCE ORGANIZATION FOR MUNICIPALITIES (herein called “Issuer”), for value received,
hereby promises to pay to , or registered assigns, the principal sum of
[currency] on , , and to pay to the Registered Holder (as defined in
paragraph 3) of this International Global Security interest on said principal sum from ,
or from the most recent interest payment date to which interest has been paid or duly
provided for, [semi-annually] [annually] in arrears on in each year, commencing ,
, at the rate of per centum (___%) per annum, until payment of said principal sum has
been made or duly provided for. The interest so payable on any , together with any
Additional Amounts (as defined in paragraph 2) payable as set out herein, will be paid to the
person in whose name this International Global Security is registered at the close of business on
the first day, in each case, of the month in which such interest payment occurs, whether or not
such day is a business day. Whenever it is necessary to compute any amount of accrued interest
with respect to the Securities (as defined in paragraph 3) for a period of less than one full year,
other than with respect to regular annual interest payments, interest will be computed on the basis
of the actual number of days in the period and a year of 365 days or, if falling in a leap year,
366 days.
Payments on this International Global Security will be made in accordance with any laws,
regulations or administrative practices applicable to Issuer and any paying agent(s) in respect
thereof, including the requirements applicable under Japanese tax law. Payment of the principal of
and interest on this International Global Security shall be made in immediately available funds in
the lawful money of [name of country] as at the time of payment is legal tender for the payment of
public and private debts. Except as described in paragraph 5 herein, payments of principal of this
International Global Security shall be made upon surrender of this International Global Security at
the office of the Fiscal Agent (as defined in paragraph 3) in [name of city], or, subject to
applicable laws and regulations, at such other place or places as are designated by Issuer, by
[currency] check, or by wire transfer to an account maintained by the payee, and payments of
interest on this International Global Security shall be made, in accordance with the foregoing and
subject to applicable laws and regulations, by check mailed on or before the due date for such
payment to the Registered Holder hereof at the address of the Registered Holder listed in the
Security Register (as defined in paragraph 9) or, upon written notice to the Fiscal Agent by such
Registered Holder no later than the record date for such payment, by wire transfer to an account of
the Registered Holder.
In the Fiscal Agency Agreement (as defined in paragraph 3), Issuer and Japan have agreed that
until the date on which the Securities (as defined in paragraph 3) shall have been delivered to the
Fiscal Agent for cancellation, or become due and payable and monies sufficient to pay the principal
of and interest on all of the Securities shall have been made available for payment and either paid
or returned to Issuer or Japan as provided herein (the “Agency Maintenance Termination Date”),
Issuer and Japan will at all times maintain an office or agency in the Borough of Manhattan, The
City of New York, where Securities may be presented or surrendered for payment.
2. (a) All payments of principal and interest by Issuer in respect of this International
Global Security will be made without withholding or deduction for, or on account of, any present or
future taxes, duties, assessments or governmental charges of whatever nature imposed or levied by
or on behalf of Japan, or any authority therein or thereof having power to tax (“Taxes”), unless
the withholding or deduction of such Taxes is required by law. In that event, Issuer will pay such
additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts
received by any beneficial owner of this International Global Security after such withholding or
deduction shall equal the respective amounts of principal and interest which would have been
receivable in respect of this International Global Security in the absence of such withholding or
deduction, except that no such Additional Amounts shall be payable with respect to this
International Global Security;
(i) to, or to a third party on behalf of, any beneficial owner of this International
Global Security that is a non-resident of Japan or a non-Japanese corporation and is liable
for such Taxes in respect of this International Global Security by reason of such beneficial
owner’s having some connection with Japan other than the mere holding of, or the enforcement
of its rights under, this International Global Security; or
A.2-2
(ii) to, or to a third party on behalf of, any beneficial owner of this International
Global Security that would otherwise be exempt from any such withholding or deduction but
that fails to comply with any applicable requirement to provide the Exemption Information
(as defined in paragraph
2(b)) to the Fiscal Agent (as defined in paragraph 3), or whose Exemption Information
is not duly communicated through the Participant (as defined in paragraph 2(b)) and
Euroclear Bank S.A./N.V. as operator of the Euroclear System (“Euroclear”) or Clearstream
Banking, societe anonyme (“Clearstream, Luxembourg”) to the Fiscal Agent; or
(iii) to, or to a third party on behalf of, any beneficial owner of this International
Global Security that is for Japanese tax purposes treated as a resident of Japan or a
Japanese corporation (except for (A) a Designated Financial Institution (as defined in
paragraph 2(b)) that complies with the requirement to provide the Exemption Information or
to submit a Claim for Exemption and (B) a resident of Japan or a Japanese corporation that
duly notifies the Fiscal Agent of its status as exempt from Taxes to be withheld or deducted
by Issuer by reason of such resident or Japanese corporation receiving interest on this
International Global Security through a payment handling agent in Japan appointed by it);
(iv) more than 30 days after the Relevant Date (as defined in this paragraph 2(a)),
except to the extent that any beneficial owner of this International Global Security would
have been entitled to such Additional Amounts for payment at the expiration of such 30-day
period;
(v) where such withholding or deduction is imposed on a payment to an individual and is
required to be made pursuant to European Council Directive 2003/48/EC or any other Directive
implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the
taxation of savings income or any law implementing or complying with, or introduced in order
to conform to, such Directive; or
(vi) to, or to a third party on behalf of, a beneficial owner of this International
Global Security who would have been able to avoid such withholding or deduction by
presenting this Security to another paying agent in a Member State of the European Union.
As used herein, the “Relevant Date” means the date on which such payment first becomes due,
except that, if the amount of the moneys payable has not been received by the Fiscal Agent on or
prior to such due date, it means the date on which, the full amount of such moneys having been so
received, notice to that effect shall have been duly published as set forth in paragraph 6.
(b) For the purpose of sub-paragraphs (ii) and (iii) above:
(i) where this International Global Security is held through a certain participant of
Euroclear or Clearstream, Luxembourg or a certain financial intermediary (each, a
“Participant”), in order to receive payments free of withholding or deduction by Issuer for,
or on account of Taxes, if the relevant beneficial owner of this International Global
Security is (A) a non-resident of Japan or a non-Japanese corporation or (B) a Japanese
financial institution falling under certain categories prescribed by the Act on Special
Measures Concerning Taxation (Law No. 26 of 1957, as amended), and the cabinet order
(Cabinet Order No. 43 of March 31, 1957, as amended) thereunder (together with ministerial
ordinances and other regulations thereunder, the “Law”) (a “Designated Financial
Institution”), all in accordance with the Law, such beneficial owner shall, at the time of
entrusting a Participant with the custody of this International Global Security, provide
certain information prescribed by the Law to enable the Participant to establish that such
beneficial owner is exempted from the requirement for Taxes to be withheld or deducted (the
“Exemption Information”) and advise the Participant if such beneficial owner ceases to be so
exempted; and
(ii) where this International Global Security is not held by a Participant, in order to
receive payments free of withholding or deduction by Issuer for, or on account of, Taxes, if
the relevant beneficial owner of this International Global Security is (A) a non-resident of
Japan or a non-Japanese corporation or (B) a Designated Financial Institution, all in
accordance with the Law, such beneficial owner shall on or prior to each time on which it
receives interest, submit to the Fiscal Agent a claim for exemption from withholding tax
(Hikazei Tekiyo Shinkokusho) (a “Claim for Exemption”) in the form obtainable from the
Fiscal Agent
A.2-3
stating, among other things, the name and address of such beneficial owner, the title
of this International Global Security, the relevant interest payment date, the amount of
interest and the fact that such beneficial owner is qualified to submit the Claim for
Exemption, together with the documentary evidence showing that such beneficial owner is a
non-resident of Japan or a non-Japanese corporation or a Designated Financial Institution.
Any reference in this International Global Security or the guarantee of Japan in the form
provided in the Fiscal Agency Agreement to principal or interest shall be deemed also to refer to
any Additional Amount which may be payable under this paragraph 2.
3. This International Global Security is one of a duly authorized issue of securities of
Issuer (herein called the “Securities”), issued in accordance with the Fiscal Agency Agreement (the
“Fiscal Agency Agreement”), dated as of , , entered into by and among Issuer, Japan
and [NAME OF FISCAL AGENT], as Fiscal Agent, with respect to the Securities, copies of which Fiscal
Agency Agreement are on file and available for inspection at the office of the Fiscal Agent. This
Security is one of the series designated on the face hereof, limited in aggregate principal amount
to [currency; amount] outstanding at any one time (which amount may be increased as provided in the
Fiscal Agency Agreement). The Securities are issuable only as fully registered Securities without
coupons in denominations of [currency; amount] and any integral multiple thereof. In acting under
the Fiscal Agency Agreement, the Fiscal Agent is acting solely as agent for Issuer and Japan and
does not assume any obligation or relationship of agency or trust for or with the Registered Holder
of this International Global Security except as specifically described below. As used herein, the
term “Registered Holder” of a Security means the person in whose name such Security is registered
in the Security Register (as defined in paragraph 9).
Notwithstanding any other provision of the Fiscal Agency Agreement or this International
Global Security, this International Global Security may be transferred to, or exchanged for
Securities in definitive registered form registered in the name of, a person other than a common
depositary for Euroclear and Clearstream, Luxembourg, a nominee of a common depositary for
Euroclear and Clearstream, Luxembourg or successor of a common depositary for Euroclear and
Clearstream, Luxembourg or its nominee if Euroclear or Clearstream, Luxembourg notifies Issuer that
it is unwilling or unable to continue as depositary for such International Global Security and a
successor depositary is not appointed by Issuer within 90 days after receiving such notice or
becoming aware that Euroclear or Clearstream, Luxembourg is no longer so registered, or Issuer, in
its sole discretion, instructs the Fiscal Agent in writing that the International Global Security
shall be so transferable and exchangeable. Securities in definitive registered form issued in
exchange for this International Global Security will be registered in such names as an authorized
representative of the common depositary for Euroclear and Clearstream, Luxembourg, pursuant to
instructions from direct and indirect Participants in Euroclear or Clearstream, Luxembourg, shall
request, and issued in denominations of [currency; amount] and integral multiples thereof.
4. This International Global Security is subject to retirement or redemption as hereinafter
provided. Redemption of this International Global Security pursuant to this paragraph 4 shall be
made upon the notice, in the manner and with the effect hereinafter set forth.
5. In order to provide for the payment of principal of and interest on the Securities as the
same shall become due, Issuer does hereby agree to pay to the Fiscal Agent at its office in
[location] in [currency] the amounts set forth below in this paragraph, to be held in trust and
applied by the Fiscal Agent as hereinafter set forth:
(a) Issuer shall pay to the Fiscal Agent [semi-annually] [annually] on a date not later than
each [semi-annual] [annual] interest payment date (or such other date when interest is payable, as
provided in paragraph 8(b)) an amount sufficient to pay the interest becoming due on all Securities
on such interest payment date, and the Fiscal Agent shall apply the amounts so paid to it to the
payment of such interest on such interest payment date.
(b) On a date not later than the redemption or maturity date (or such other date when
principal is payable as provided in paragraph 8(b)) of this International Global Security, Issuer
shall pay to the Fiscal Agent an amount which, together with any monies then held by the Fiscal
Agent and available for the purpose, shall be equal to the entire amount of principal and interest
to be due on such redemption or maturity date on the Securities called for redemption or then
outstanding, and the Fiscal Agent shall apply such amount to the payment of principal of and
interest on such Securities in accordance with the terms thereof.
A.2-4
(c) As early as practicable on each relevant payment date, the Fiscal Agent shall from funds
paid to it by Issuer pay, or procure the payment of, the [currency] amount due in respect of
Securities represented by this International Global Security by check or by wire transfer of same
day funds for value on the due date for payment to the Registered Holder of this International
Global Security for payment pro rata to the owners of beneficial ownership interests in the
Securities represented by this International Global Security in accordance with Euroclear and
Clearstream’s settlement procedures.
(d) Any monies paid to the Fiscal Agent for the payment of principal of or interest on any
Securities and remaining unclaimed at the end of two years after such principal or interest shall
have become due and payable (whether at maturity, upon any interest payment date, upon call for
redemption or otherwise) shall be repaid to Issuer or Japan, whichever deposited such monies, and
upon such repayment the aforesaid trust shall terminate with respect to such monies and all
liability of the Fiscal Agent with respect to such monies shall thereupon cease, without, however,
limiting in any way the unconditional obligation of Issuer (subject, however, to any applicable
statute of limitations or prescription) to pay principal of and interest on this International
Global Security.
6. The Securities (including this International Global Security) may be redeemed for cash at
the option of Issuer in whole, but not in part, on not more than sixty (60) days’ and not less than
thirty (30) days’ irrevocable notice to the Registered Holders of the Securities, at a redemption
price for each Security equal to the principal amount thereof, together with accrued interest to
the date fixed by Issuer for redemption and any Additional Amounts, if Issuer determines and
certifies to the Fiscal Agent immediately prior to the giving of the notice that, as a result of
any change in, or amendment to, the laws or treaties (or any regulations or rulings promulgated
thereunder) of Japan (or any political subdivision or taxing authority of Japan) affecting any
Taxes, or any change in official position regarding the application or interpretation of these
laws, treaties, regulations or rulings (including a holding, judgment or order by a court of
competent jurisdiction), which change, amendment, application or interpretation becomes effective
on or after , , Issuer is, or on the next interest payment date would be, required to
pay any Additional Amounts for the Securities that cannot be avoided by measures reasonably
available to Issuer; provided that no notice of redemption shall be given earlier than ninety (90)
days prior to the earliest date on which Issuer would be obligated to make the withholding if a
payment in respect of the Securities were then due. Prior to the publication and mailing of any
notice of redemption of the Securities pursuant to the foregoing, Issuer will deliver to the Fiscal
Agent an opinion of independent counsel of recognized standing or an opinion of a tax consultant of
recognized standing to the effect that the circumstances referred to above exist. The Fiscal Agent
shall accept such opinion of counsel or tax opinion, as the case may be, as sufficient evidence of
the satisfaction of the conditions precedent described above, in which event it shall be conclusive
and binding on the Registered Holders of the Securities.
Notice of intention to redeem the Securities, specifying the redemption date and the place or
places where the redemption price will be paid, shall be given by publication at least once in a
daily newspaper in the English language, of general circulation in The City of New York and in a
daily newspaper in the English language of general circulation in London, England, at least once
prior to the redemption date, such publication to be not less than thirty (30) days nor more than
sixty (60) days prior to the redemption date, provided that for so long as the Securities are held
in book-entry form such notices may be given by delivery of the relevant notice to DTC, Euroclear
and Clearstream, Luxembourg, for communication by them to their respective Participants in
substitution for publication in any such newspaper. In case, by reason of the temporary or
permanent suspension of the publication or general circulation of any newspaper or by reason of any
other cause, it shall be impossible or impracticable to publish such notice in the manner herein
provided, then such method of publication in lieu thereof as shall be approved by the Fiscal Agent
shall constitute a sufficient publication of such notice. Such notice shall also be sent by the
Fiscal Agent by mail, postage prepaid, not less than thirty (30) days nor more than sixty (60) days
prior to the redemption date to the Registered Holders of all the Securities, at the addresses of
such Registered Holders as they shall appear in the Security Register (as defined in paragraph 9);
but no failure to mail such notice to such Registered Holders nor any defect therein nor failure to
receive the same shall affect the validity and effectiveness of the call and redemption of any
Securities so to be redeemed. Notice having been so given, the Securities so called for redemption
shall become due and payable on the redemption date so designated at the redemption price, and upon
surrender thereof the Securities will be paid at the redemption price together with all accrued
interest (unless the redemption date is a date for the payment of interest) in [currency], at the
place or places specified in such notice. From and after the redemption date, if monies for the
redemption of all the Securities to be redeemed, shall have been available at the office of the
Fiscal Agent for redemption on the redemption date, the Securities so called for redemption shall
cease to bear interest and the only
A.2-5
right of the Registered Holders of the Securities shall be to receive payment of the
redemption price in accordance with the terms of such Securities.
7. This International Global Security will become void unless presented for payment within a
period of ten years from the Relevant Date (as defined in paragraph 2).
8. (a) In the event of a default by Issuer (i) in the payment when due of principal of or
interest on any of the Securities and the continuance of such default for a period of thirty (30)
days, or (ii) in the performance of any other covenant contained in the Securities and the
continuance of such default for a period of ninety (90) days after written notice thereof to Issuer
from the Registered Holder of this International Global Security shall have been received by the
Fiscal Agent, then in any such case the principal amount of this International Global Security
shall, at the option of and upon written demand to the Fiscal Agent at said office by the
Registered Holder hereof, mature and become due and payable upon the date that such written demand
is received by the Fiscal Agent, unless prior to such date Issuer shall have cured all such
defaults in respect of all the Securities. Any amount of interest or principal so in default in
respect of this International Global Security shall bear interest (if, and to the extent permitted
by law) at the rate specified in the title of this International Global Security until such default
shall have been cured.
(b) If a date for payment of principal or interest on this International Global Security falls
on a day that is not a Business Day, then the related payment of principal, premium, if any, or
interest may be made on the next succeeding business day as if made on the date the payment was due
and no interest will accrue in respect of such delay. For purposes of this paragraph 8(b),
“Business Day” means any day on which commercial banks and foreign exchange markets settle payments
and are open for general business (including dealings in foreign exchange and foreign currency
deposits) in: (a) the relevant place of payment and (b) the City of New York, London and Tokyo.
9. The transfer of this International Global Security is registrable on the Security Register
(as herein defined) upon surrender of this International Global Security for registration at the
office of the Fiscal Agent duly endorsed by, or accompanied by a written instrument of transfer in
a form approved by the Fiscal Agent duly executed by, the Registered Holder hereof or such
Registered Holder’s attorney duly authorized in writing. Upon surrender of this International
Global Security for registration of transfer by the Registered Holder hereof, Issuer shall execute,
and the Fiscal Agent shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities, of any authorized denominations and of a like aggregate
principal amount, and registered in such name or names as may be requested by the Registered Holder
hereof, dated the date of authentication thereof and bearing the guarantee of Japan in the form
provided in the Fiscal Agency Agreement. Issuer, Japan and the Fiscal Agent may deem and treat the
Registered Holder hereof as the absolute owner hereof (notwithstanding any notice of ownership or
writing hereon made by anyone) for the purpose of receiving payment hereon and for all other
purposes, whether or not this International Global Security shall be overdue. Issuer covenants
that, until the Agency Maintenance Termination Date, it will at all times maintain in London an
office or agency for the registration and registration of transfers, as aforesaid, of Securities
and where notices and demands to or upon Issuer or Japan in respect of the Securities and the
Fiscal Agency Agreement may be served. Issuer has appointed the Fiscal Agent as its agent for such
purpose and has agreed to cause to be kept at the office of the Fiscal Agent in London a register
(the register maintained in such office being herein sometimes referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may prescribe, Issuer shall
provide for such registration of transfers.
In the manner and subject to the limitations provided in the Fiscal Agency Agreement,
Securities may be exchanged for a like aggregate principal amount of Securities of authorized
denominations bearing the guarantee of Japan in the form provided in the Fiscal Agency Agreement.
Issuer covenants that until the Agency Maintenance Termination Date, it will at all times maintain
an office or agency in London where Securities may be surrendered in exchange for Securities in
other authorized denominations in accordance with the terms hereof and of the Fiscal Agency
Agreement. Issuer has appointed the Fiscal Agent as its agent for such purpose.
Neither the fiscal agent nor any transfer agent will be required to (i) exchange or register
the transfer of any Security selected for redemption; or (ii) exchange or register the transfer of
any Security for the period from the record date preceding the due date for any payment to the
payment date with respect to such Security.
All Securities issued upon any registration of transfer or exchange of Securities shall be the
valid obligations of Issuer guaranteed by Japan evidencing the same debt, and entitled to the same
benefits, as the Securities surrendered
A.2-6
upon such registration of transfer or exchange. Any new International Global Security
delivered pursuant to this paragraph 9 shall be so dated that neither gain nor loss of interest
shall result from such registration or exchange.
No service charge shall be made for any such transfer, exchange or registration of transfer or
exchange of Securities, but Issuer, Japan or the Fiscal Agent (and any other agent appointed by
Issuer pursuant to Section 2 of the Fiscal Agency Agreement) may require payment of a sum
sufficient to cover any transfer, stamp or other tax or other governmental charge required to be
paid in connection therewith.
10. In case this International Global Security shall at any time become mutilated or destroyed
or stolen or lost then, provided that this International Global Security, or evidence of the
destruction, theft or loss thereof (together with the indemnity hereinafter referred to and such
other documents or proof as may be required in the premises) shall be delivered to the Fiscal
Agent, a replacement International Global Security of like tenor and principal amount and bearing
the guarantee of Japan in the form provided in the Fiscal Agency Agreement will be issued by Issuer
and, at its request, authenticated and delivered by the Fiscal Agent in exchange for the
International Global Security so mutilated, or in lieu of the International Global Security
destroyed or stolen or lost; and provided further that, in the case of destroyed, stolen or lost
Securities, Issuer, Japan and the Fiscal Agent shall have received evidence satisfactory to them
that such Securities were destroyed, stolen or lost, and shall also have received an indemnity
satisfactory to each of them. All expenses and reasonable charges associated with procuring such
indemnity and with the preparation, authentication and delivery of a replacement International
Global Security shall be borne by the Registered Holder of the International Global Security
mutilated, destroyed, stolen or lost. Upon the issuance of any replacement International Global
Security under this paragraph 10, Issuer, Japan or the Fiscal Agent may require the payment of a
sum sufficient to cover any transfer, stamp or other tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and expenses of the Fiscal
Agent) connected therewith. In case such mutilated, destroyed, stolen or lost International Global
Security has become or is about to become due and payable, Issuer in its discretion may, instead of
issuing a new International Global Security, pay or cause to be paid such International Global
Security.
Every replacement International Global Security issued pursuant to this paragraph 10 in
exchange for or in lieu of any mutilated, destroyed, stolen or lost International Global Security
shall constitute an original additional contractual obligation of Issuer guaranteed by Japan,
whether or not the mutilated, destroyed, stolen or lost International Global Security shall be at
any time enforceable by anyone. Any replacement International Global Security delivered pursuant
to this paragraph 10 shall be so dated that neither gain nor loss of interest shall result from
such replacement.
The provisions of this paragraph 10 are exclusive and shall preclude (to the extent lawful)
all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,
stolen or lost Securities.
11. Subject to paragraph 13, Issuer hereby certifies and declares that all acts, conditions
and things required to be done and performed and to have happened precedent to the creation and
issuance of this International Global Security and its guarantee by Japan, and to constitute the
same the valid obligations of Issuer and of Japan, respectively, in accordance with their terms,
have been done and performed and have happened in due and strict compliance with the applicable
laws of Japan.
12. The Fiscal Agency Agreement may be modified or amended by Issuer, Japan, the Fiscal Agent
and the Transfer Agent, and the terms and conditions of the Securities may be modified or amended
by Issuer and Japan, without the consent of the Registered Holder of any International Global
Security for the purpose of adding to the covenants of Issuer or Japan for the benefit of the
Registered Holders, surrendering any right or power conferred upon Issuer or Japan, securing the
Securities pursuant to the requirements of the Securities or otherwise, curing any ambiguity, or
curing, correcting or supplementing any defective provision therein, or in any manner which Issuer,
Japan, the Fiscal Agent and the Transfer Agent may mutually deem necessary or desirable, which, in
the case of the Fiscal Agency Agreement, shall not be inconsistent with the Securities, and which
shall not adversely affect the interests of the Registered Holders of the Securities in any
material respect, to all of which each Registered Holder of any International Global Security
shall, by acceptance thereof, consent.
A.2-7
13. This International Global Security shall not become valid or obligatory for any purpose
unless and until this International Global Security has been authenticated by [NAME OF FISCAL
AGENT], or its successor, as Fiscal Agent.
14. This International Global Security shall be governed by, and interpreted in accordance
with, the laws of the State of New York except with respect to its authorization and execution by
Issuer and any other matters required to be governed by the laws of Japan.
15. As more fully set forth in the Fiscal Agency Agreement, Issuer has appointed [NAME OF
AGENT] as its authorized agent upon which process may be served in any action arising out of or
based on the Securities or the Fiscal Agency Agreement which may be instituted in any State or
Federal court in The City of New York by the Registered Holder of this International Global
Security, and Issuer hereby expressly accepts the jurisdiction of any such court in respect of such
action. Such appointment shall be irrevocable until the Agency Maintenance Termination Date,
unless and until a successor Fiscal Agent shall have been appointed by Issuer as its authorized
agent for such purpose and such successor Fiscal Agent shall have accepted such appointment.
Notwithstanding the foregoing, any action arising out of or based on the Securities may be
instituted by the Registered Holder of this International Global Security in any competent court in
Japan. Issuer hereby waives irrevocably any immunity to which it might otherwise be entitled in
any action based on the Securities which may be instituted by the Registered Holder of this
International Global Security in any State or Federal court in The City of New York or in any
competent court in Japan. This waiver is intended to be effective upon execution of this
International Global Security without any further act by Issuer before any such court, and
introduction of this International Global Security into evidence shall be final and conclusive
evidence of such waiver.
A.2-8
IN WITNESS WHEREOF, Issuer has caused this International Global Security to be executed with
the signature of the President and Chief Executive Officer or a duly authorized agent of Issuer in
Tokyo, Japan or the facsimile signature of the President and Chief Executive Officer or a duly
authorized agent of Issuer in Xxx Xxxx xx Xxx Xxxx, Xxxxx xx Xxx Xxxx, Xxxxxx Xxxxxx of America.
Dated: ,
| JAPAN FINANCE ORGANIZATION FOR MUNICIPALITIES |
||||
| By | ||||
| Name: | ||||
| President and Chief Executive Officer or Duly Authorized Agent of Issuer |
||||
A.2-9
Form of Certificate of Authentication
This is one of the Securities within referred to. The undersigned hereby represents that it
has not authenticated Securities in excess of an aggregate principal amount of [currency; amount]
(other than Securities issued in exchange for and upon the cancellation of a like aggregate
principal amount of other Securities, and Securities issued in lieu of destroyed, stolen or lost
Securities).
| [FISCAL AGENT], as Fiscal Agent | ||||||
| By | ||||||
SCHEDULE TO THE INTERNATIONAL GLOBAL SECURITY
[TITLE OF SECURITY]
| Additional Principal | Aggregate Principal | |||||||||||||
| Initial Principal Amount | Amount | Amount | Authorization | |||||||||||
EXHIBIT B
(FORM OF GUARANTEE FOR SECURITY)
GUARANTEE BY JAPAN
Japan hereby unconditionally and irrevocably guarantees to the holder of the within Security
due and punctual payment of the principal of said Security, interest thereon and any Additional
Amounts as defined in paragraph 2 of said Security, according to the tenor of said Security, as and
when the same shall become due and payable; waives any requirement that the holder of said
Security, in the event of any default in such payment by Japan Finance Organization for
Municipalities, first make demand upon or seek to enforce remedies against Japan Finance
Organization for Municipalities before demanding payment under, or seeking to enforce, this
guarantee; covenants that this guarantee will not be discharged except by complete performance of
the obligations contained in said Security and this guarantee; and covenants that the guarantee
herein contained shall be a general obligation of Japan, for the performance of which the full
faith and credit of Japan is hereby pledged and shall rank pari passu in right of payment with all
other general obligations of Japan without any preference one above the other by reason of priority
of date of issue, currency of payment or otherwise.
This guarantee shall not be valid or obligatory for any purpose until the within Security has
been authenticated by [NAME OF FISCAL AGENT], or its successor as Fiscal Agent duly appointed by
Japan Finance Organization for Municipalities and Japan for such purpose.
This guarantee shall be governed by, and interpreted in accordance with, the laws of the State
of New York except with respect to its authorization and execution by Japan and any other matters
required to be governed by the laws of Japan.
Dated: , _____
| JAPAN | ||||||
| By | ||||||
